Robbins & Myers, Inc. – ‘10-K405’ for 8/31/96 – EX-4.2

As of:  Wednesday, 11/27/96   ·   For:  8/31/96   ·   Accession #:  950152-96-6380   ·   File #:  0-00288

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Robbins & Myers, Inc. 10-K405                         48    218K 
 2: EX-4.2      Instrument Defining the Rights of Security Holders   104    442K 
 3: EX-4.3      Instrument Defining the Rights of Security Holders    34    124K 
 6: EX-10.10    Material Contract                                     15     58K 
 7: EX-10.12    Material Contract                                      5     21K 
 4: EX-10.3.1   Material Contract                                     15     34K 
 5: EX-10.5     Material Contract                                     58    190K 
 8: EX-11.1     Statement re: Computation of Earnings Per Share        2±    10K 
 9: EX-23.1     Consent of Experts or Counsel                          1      9K 
10: EX-24.1     Power of Attorney                                      1      9K 
11: EX-27.1     Financial Data Schedule (Pre-XBRL)                     1      7K 

EX-4.2   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

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                                                                     Exhibit 4.2

                                                                  EXECUTION COPY

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CREDIT AGREEMENT

 DATED AS OF NOVEMBER 26, 1996

 AMONG

ROBBINS & MYERS, INC.,

 THE LENDERS NAMED HEREIN,

 BANK ONE, DAYTON, N.A.,
 AS ADMINISTRATIVE AGENT

 AND

NATIONSBANK, N.A.,
AS DOCUMENTATION AND SYNDICATION AGENT

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 TABLE OF CONTENTS

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Article  Section                                                                                               Page 
-------  -------                                                                                               ---- 
                                                                                                                    
ARTICLE I  DEFINITIONS..........................................................................................  1 
         SECTION 1.01.  Defined Terms...........................................................................  1 
         SECTION 1.02.  Terms Generally......................................................................... 25 
         SECTION 1.03.  Types of Borrowings..................................................................... 25 

ARTICLE II  THE CREDITS......................................................................................... 25 
         SECTION 2.01.  Commitment to Make Loans................................................................ 25 
         SECTION 2.02.  Loans................................................................................... 26 
         SECTION 2.03.  Notice of Borrowings.................................................................... 28 
         SECTION 2.04.  Notes; Repayment of Loans............................................................... 29 
         SECTION 2.05.  Fees.................................................................................... 30 
         SECTION 2.06.  Interest on Loans....................................................................... 31 
         SECTION 2.07.  Default Interest........................................................................ 32 
         SECTION 2.08.  Alternate Rate of Interest.............................................................. 33 
         SECTION 2.09.  Termination and Reduction of Commitments; Extension of                                      
                        Commitments............................................................................. 33 
         SECTION 2.10.  Conversion and Continuation Options..................................................... 35 
         SECTION 2.11.  Mandatory Repayments and Prepayments.................................................... 36 
         SECTION 2.12.  Optional Prepayments.................................................................... 37 
         SECTION 2.13.  Reserve Requirements; Change in Circumstances........................................... 37 
         SECTION 2.14.  Change in Legality...................................................................... 39 
         SECTION 2.15.  Indemnity............................................................................... 40 
         SECTION 2.16.  Pro Rata Treatment...................................................................... 40 
         SECTION 2.17.  Sharing of Setoffs...................................................................... 41 
         SECTION 2.18.  Payments................................................................................ 41 
         SECTION 2.19.  Taxes................................................................................... 41 
         SECTION 2.20.  Assignment of Commitments Under Certain Circumstances;                                      
                        Duty to Mitigate........................................................................ 44 
         SECTION 2.21.  Swingline Loans......................................................................... 45 
         SECTION 2.22.  Letters of Credit....................................................................... 47 

ARTICLE III  REPRESENTATIONS AND WARRANTIES..................................................................... 50 
         SECTION 3.01.  Organization; Powers.................................................................... 50 
         SECTION 3.02.  Authorization........................................................................... 51 
         SECTION 3.03.  Enforceability.......................................................................... 51 
         SECTION 3.04.  Consents and Governmental Approvals..................................................... 51 
         SECTION 3.05.  Financial Statements; Undisclosed Liabilities........................................... 51 
         SECTION 3.06.  No Material Adverse Change.............................................................. 52 
         SECTION 3.07.  Title to Properties; Possession Under Leases............................................ 52 
         SECTION 3.08.  Subsidiaries............................................................................ 52 
         SECTION 3.09.  Litigation; Compliance with Laws........................................................ 52 
         SECTION 3.10.  Agreements.............................................................................. 53 

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         SECTION 3.11.  Federal Reserve Regulations............................................................. 53 
         SECTION 3.12.  Investment Company Act; Public Utility Holding Company                                      
                        Act..................................................................................... 54 
         SECTION 3.13.  Use of Proceeds......................................................................... 54 
         SECTION 3.14.  Tax Returns............................................................................. 54 
         SECTION 3.15.  No Material Misstatements............................................................... 54 
         SECTION 3.16.  Employee Benefit Plans.................................................................. 54 
         SECTION 3.17.  Environmental and Safety Matters........................................................ 55 
         SECTION 3.18.  Security Interests...................................................................... 55 
         SECTION 3.19.  Solvency................................................................................ 56 
         SECTION 3.20.  Transactions with Affiliates and Shareholders........................................... 56 
         SECTION 3.21.  Insurance............................................................................... 57 
         SECTION 3.22.  Labor Matters........................................................................... 57 

ARTICLE IV  CONDITIONS OF LENDING............................................................................... 58 
         SECTION 4.01.  First Borrowing......................................................................... 58 
         SECTION 4.02.  All Credit Events....................................................................... 62 

ARTICLE V  AFFIRMATIVE COVENANTS................................................................................ 63 
         SECTION 5.01.  Existence; Businesses and Properties.................................................... 63 
         SECTION 5.02.  Insurance............................................................................... 63 
         SECTION 5.03.  Obligations and Taxes................................................................... 64 
         SECTION 5.04.  Financial Statements, Reports, etc...................................................... 64 
         SECTION 5.05.  Other Information....................................................................... 66 
         SECTION 5.06.  ERISA................................................................................... 67 
         SECTION 5.07.  Maintaining Records; Access to Properties and Inspections............................... 68 
         SECTION 5.08.  Use of Proceeds......................................................................... 68 
         SECTION 5.09.  Interest Rate Protection Agreements..................................................... 68 
         SECTION 5.10.  Fiscal Year............................................................................. 68 
         SECTION 5.11.  Compliance with Environmental Laws; Preparation of                                          
                        Environmental Reports................................................................... 68 
         SECTION 5.12.  Subsidiaries............................................................................ 69 
         SECTION 5.13.  Further Assurances...................................................................... 69 
         SECTION 5.14.  Certain Post-Closing Covenants.......................................................... 70 

ARTICLE VI  NEGATIVE COVENANTS.................................................................................. 70 
         SECTION 6.01.  Indebtedness............................................................................ 70 
         SECTION 6.02.  Negative Pledge......................................................................... 72 
         SECTION 6.03.  Sale and Lease-Back Transactions........................................................ 74 
         SECTION 6.04.  Investments, Loans and Advances......................................................... 74 
         SECTION 6.05.  Mergers, Consolidations, Dispositions and Acquisitions.................................. 76 
         SECTION 6.06.  Dividends, Distributions and Other Restricted Payments.................................. 78 
         SECTION 6.07.  Impairment of Security Interests........................................................ 79 
         SECTION 6.08.  Limitation on Restrictions on Subsidiary Dividends, etc................................. 79 
         SECTION 6.09.  No Other Negative Pledges............................................................... 79 
         SECTION 6.10.  Transactions with Affiliates and Shareholders........................................... 79 
         SECTION 6.11.  Business of Borrower and Subsidiaries................................................... 80 

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         SECTION 6.12.  Certain Amendments...................................................................... 80 
         SECTION 6.13.  Capital Expenditures.................................................................... 80 
         SECTION 6.14.  Financial Covenants..................................................................... 80 

ARTICLE VII                                                                                                         
EVENTS OF DEFAULT............................................................................................... 81 

ARTICLE VIII  THE AGENTS AND ISSUING BANK....................................................................... 85 
         SECTION 8.01.  Appointment and Authorization........................................................... 85 
         SECTION 8.02.  Liability of Agents..................................................................... 85 
         SECTION 8.03.  Action by Agents........................................................................ 86 
         SECTION 8.04.  Successor Agents........................................................................ 86 
         SECTION 8.05.  Agent and Affiliate..................................................................... 86 
         SECTION 8.06.  Indemnification......................................................................... 87 
         SECTION 8.07.  Credit Decision......................................................................... 87 

ARTICLE IX  MISCELLANEOUS....................................................................................... 87 
         SECTION 9.01.  Notices................................................................................. 87 
         SECTION 9.02.  Survival of Agreement................................................................... 88 
         SECTION 9.03.  Binding Effect.......................................................................... 89 
         SECTION 9.04.  Successors and Assigns.................................................................. 89 
         SECTION 9.05.  Expenses; Indemnity..................................................................... 92 
         SECTION 9.06.  Right of Setoff......................................................................... 94 
         SECTION 9.07.  Applicable Law.......................................................................... 94 
         SECTION 9.08.  Waivers; Amendment...................................................................... 94 
         SECTION 9.09.  Interest Rate Limitation................................................................ 95 
         SECTION 9.10.  Entire Agreement........................................................................ 96 
         SECTION 9.11.  Severability............................................................................ 96 
         SECTION 9.12.  Counterparts............................................................................ 96 
         SECTION 9.13.  Headings................................................................................ 96 
         SECTION 9.14.  Remedies................................................................................ 96 
         SECTION 9.15.  Jurisdiction; Consent to Service of Process............................................. 97 


Schedules                                                                                                           
                                                                                                                    

Schedule 1.01           Restricted Subsidiaries                                                                     
Schedule 2.01(a)        Tranche A Revolving Credit Commitment                                                       
Schedule 2.01(b)        Tranche B Revolving Credit Commitment                                                       
Schedule 3.05(b)        Liabilities                                                                                 
Schedule 3.08           Subsidiaries                                                                                
Schedule 3.09           Litigation; Compliance with Laws                                                            
Schedule 3.10           Material Contracts                                                                          
Schedule 3.16           Employee Benefit Plans                                                                      
Schedule 3.17           Environmental Matters                                                                       
Schedule 3.18           Filings                                                                                     
Schedule 3.20           Transactions with Affiliates and Shareholders                                               
Schedule 3.22           Labor Matters                                                                               

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                                                                [Download Table]
                                                                        
Schedule 5.14  Post Closing Matters                                     
Schedule 6.01  Indebtedness                                             
Schedule 6.02  Liens                                                    
Schedule 6.04  Investments                                              


Exhibits                                                                
--------                                                                
                                                                        
Exhibit A-1    Form of Tranche A Revolving Credit Note                  
Exhibit A-2    Form of Tranche B Revolving Credit Note                  
Exhibit A-3    Form of Swingline Note                                   
Exhibit B      Form of Guarantee Agreement                              
Exhibit C      Form of Pledge Agreement                                 
Exhibit D      Form of Intercompany Note                                
Exhibit E      Form of Assignment and Acceptance                        
Exhibit F      Form of Opinion of Counsel                               
Exhibit G      Form of Compliance Certificate                           
Exhibit H      Form of Perfection Certificate                           
Exhibit I      Form of Supplemental Agreement                           
Exhibit J      Form of Notice of Borrowing/Conversion                   
Exhibit K      Form of Indemnity, Subrogation and Contribution Agreement
Exhibit L      Form of Subordinated Note                                

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        CREDIT AGREEMENT dated as of November 26, 1996, among ROBBINS & MYERS,
INC., an Ohio corporation, the Lenders (as defined in this Agreement), BANK ONE,
DAYTON, N.A., as Administrative Agent and Issuing Bank, and NATIONSBANK, N.A.,  
as Documentation and Syndication Agent.                                         

  The Borrower (such term, and all other capitalized terms in this
paragraph, being used as defined in this Agreement below) has requested the     
Lenders to extend credit to the Borrower in the aggregate principal amount of up
to $150,000,000, in the form of (a) Tranche A Revolving Loans made by the       
Lenders at any time and from time to time during the Tranche A Revolving Credit 
Availability Period in an aggregate principal amount at any one time outstanding
of up to $100,000,000, which shall include Swingline Loans under which the      
Borrower may make short-term borrowings of up to $10,000,000 and Letters of     
Credit to be issued by the Issuing Bank at any time and from time to time during
the Letter of Credit Availability Period in an aggregate amount at any time     
outstanding not in excess of $25,000,000, and (b) Tranche B Revolving Loans made
by the Lenders at any time and from time to time during the Tranche B Revolving 
Credit Availability Period in an aggregate principal amount at any one time     
outstanding of up to $50,000,000; PROVIDED, THAT, the sum at any time of        
outstanding Revolving Loans, Swingline Exposure and Letter of Credit Exposure   
shall not exceed $150,000,000. The proceeds of all Borrowings are to be used,   
and the Letters of Credit are to be used, as provided in Section 3.13. The      
Lenders are willing to extend the described credit to the Borrower upon the     
terms and subject to the conditions set forth in this Agreement. Accordingly,   
the Borrower, the Lenders, the Agents, the Swingline Lender and the Issuing Bank
agree as follows:                                                               

 ARTICLE I

 DEFINITIONS

       SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following
terms shall have the meanings specified below:                                  

"ABR BORROWING" shall mean a Borrowing comprised of ABR Loans.

     "ABR LOAN" shall mean any ABR Revolving Loan or any Swingline Loan.

      "ABR REVOLVING LOAN" shall mean any Revolving Loan and any Swingline
Loan bearing interest at a rate determined by reference to the Alternate Base   
Rate in accordance with the provisions of Article II.                           

       The term "ADDITIONAL AMOUNTS" shall have the meaning assigned to that
term in Section 2.19(a).                                                        

 "ADJUSTED LIBO RATE" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards, 
if necessary, to the next 1/16 of 1%) equal to the product of (a) the LIBO Rate 
in effect for that Interest Period and (b) Statutory Reserves.                  

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  "ADMINISTRATIVE AGENT" shall mean Bank One, Dayton, N.A., in its
capacity as administrative agent for the Lenders under this Agreement, and its  
successors in that capacity.                                                    

         "ADMINISTRATIVE QUESTIONNAIRE" shall mean, with respect to each Lender,
the administrative questionnaire in the form submitted to that Lender by the    
Administrative Agent and returned to the Administrative Agent duly completed by 
the applicable Lender.                                                          

       "AFFILIATE" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries, 
Controls or is Controlled by or is under common Control with the person         
specified.                                                                      

         "AGENTS" shall mean the Administrative Agent and the Syndication Agent.

 "ALTERNATE BASE RATE" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of 
(a) the Federal Funds Effective Rate in effect on such day plus 0.50% and (b)   
the Prime Rate in effect on such day. If the Administrative Agent shall have    
determined (which determination shall be conclusive absent manifest error) that 
it is unable to ascertain the Federal Funds Effective Rate for any reason,      
including the inability or failure of the Administrative Agent to obtain        
sufficient quotations in accordance with the terms of this Agreement, the       
Alternate Base Rate shall be determined without regard to clause (a) of the     
first sentence of this definition until the circumstances giving rise to that   
inability no longer exist. Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the 
effective date of the applicable change in the Prime Rate or the Federal Funds  
Effective Rate, respectively, without notice to the Borrower.                   

        "APPLICABLE ABR MARGIN" shall mean, with respect to any Revolving Loan
or Swingline Loan outstanding on any day:                                       

   (i)      0.0%, if such day falls within a Level I Pricing Period;

    (ii)     0.0%, if such day falls within a Level II Pricing Period;

     (iii)    0.0%, if such day falls within a Level III Pricing Period;

    (iv)     0.0%, if such day falls within a Level IV Pricing Period;

        (v)      .125%, if such day falls within a Level V Pricing Period; and

    (vi)     .25%, if such day falls within a Level VI Pricing Period.

   "APPLICABLE LAWS" shall have the meaning assigned to such term in
Section 3.09(b).                                                                

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     "APPLICABLE LIBOR MARGIN" shall mean, with respect to any Revolving
Loan outstanding on any day:                                                    

    (i)      0.40%, if such day falls within a Level I Pricing Period;

     (ii)     0.50%, if such day falls within a Level II Pricing Period;

       (iii)    0.625%, if such day falls within a Level III Pricing Period;

     (iv)     0.75%, if such day falls within a Level IV Pricing Period;

        (v)      1.00%, if such day falls within a Level V Pricing Period; and

     (vi)     1.25%, if such day falls within a Level VI Pricing Period.

        "APPLICABLE TRANCHE A PERCENTAGE" of any Tranche A Lender shall mean a
fraction (expressed as a percentage) the numerator of which is such Tranche A   
Lender's Tranche A Revolving Credit Commitment and the denominator of which is  
the aggregate of all Tranche A Revolving Credit Commitments.                    

        "APPLICABLE TRANCHE B PERCENTAGE" of any Tranche B Lender shall mean a
fraction (expressed as a percentage) the numerator of which is such Tranche B   
Lender's Tranche B Revolving Credit Commitment and the denominator of which is  
the aggregate of all Tranche B Revolving Credit Commitments.                    

        "ACQUIRED ENTITY" shall have the meaning set forth in Section 6.04(g).

"ASSET SALE" shall mean any sale, lease, transfer, assignment,
condemnation, taking or other disposition or series of related sales, leases,   
transfers, assignments or dispositions (including dispositions in the nature of 
casualties, to the extent covered by insurance) of any businesses, business     
units, assets (including licenses, trademarks and other intangibles and the     
Capital Stock of any Subsidiary) or other properties of the Borrower or any     
Subsidiary (each referred to for the purposes of this definition as a           
"disposition") by the Borrower or any of its Subsidiaries (including any        
disposition by means of a merger, consolidation or similar transaction) other   
than (i) a disposition by a Subsidiary to the Borrower, (ii) a disposition by   
the Borrower or a Subsidiary to a Wholly Owned Subsidiary that is a Qualified   
Acquisition Subsidiary and (iii) a disposition permitted by Sections 6.05(a),   
(b), (c), (e) and (g).                                                          

     "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative    
Agent, in the form of Exhibit E or such other form as shall be approved by the  
Administrative Agent.                                                           

         "BOARD" shall mean the Board of Governors of the Federal Reserve System
of the United States.                                                           

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       "BORROWER" shall mean Robbins & Myers, Inc., an Ohio corporation, and
its successors.                                                                 

         "BORROWING" shall mean a group of Loans of a single Class and Type made
by the Lenders on a single date and as to which a single Interest Period is in  
effect.                                                                         

  "BREAKAGE EVENT" shall have the meaning assigned to that term in
Section 2.15.                                                                   

       "BUSINESS DAY" shall mean any day (other than a Saturday, Sunday or a
day which is a legal holiday in the States of North Carolina, Ohio or New York) 
on which banks are open for business in Charlotte, North Carolina, Dayton, Ohio 
and New York City; PROVIDED, THAT, when used in connection with a LIBOR Loan,   
the term "BUSINESS DAY" shall also exclude any day on which banks are not open  
for dealings in dollar deposits in the London interbank market.                 

   "CAPITAL EXPENDITURES" shall mean, for any period, the sum of all
expenditures (whether paid in cash or other consideration or accrued as a       
liability) which would, in accordance with GAAP, be included on a consolidated  
statement of cash flows of the Borrower and its Consolidated Subsidiaries for   
such period as additions to property, plant and equipment, Capital Lease        
Obligations or similar items; PROVIDED, THAT, the foregoing shall exclude all   
such expenditures to the extent made with insurance proceeds or condemnation    
awards as permitted pursuant to Section 6.05(e).                                

         "CAPITAL LEASE OBLIGATIONS" of any person shall mean the obligations of
such person to pay rent or other amounts under any lease of (or other           
arrangement conveying the right to use) real or personal property, or a         
combination thereof, which obligations are required to be classified and        
accounted for as capital leases on a balance sheet of such person under GAAP    
and, for the purposes of this Agreement, the amount of such obligations at any  
time shall be the capitalized amount thereof at such time determined in         
accordance with GAAP.                                                           

"CAPITAL STOCK" of any person shall mean any and all shares,  
partnership, limited liability company and other interests, rights to purchase, 
warrants, options, participations or other equivalents of or interests in       
(however designated) the equity of such person.                                 

"CASH EQUIVALENTS" shall mean:                                

                  (a) direct obligations of, or obligations the principal of and
        interest on which are unconditionally guaranteed by, the United States
         of America (or by any agency thereof to the extent such obligations are
       backed by the full faith and credit of the United States of America),
    in each case maturing within 180 days from the date of acquisition
thereof;                                                      

                (b) investments in commercial paper maturing within 180 days
  from the date of acquisition thereof and having, at such date of
   acquisition, the highest credit rating obtainable from Standard &
Poor's Corporation or from Moody's Investors Service, Inc.    
respectively;                                                 

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        (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
       acquisition thereof issued or guaranteed by or placed with, and money
      market deposit accounts issued or offered by, any domestic office of
   any Lender or any commercial bank organized under the laws of the
     United States of America or any State thereof, which has a combined
capital and surplus and undivided profits of not less than    
$300,000,000;                                                 

                (d) money market funds substantially all of whose assets are
   comprised of securities of the types described in (a) through (c)
above;                                                        

           (e) cash deposits in any deposit account or in any cash
collateral account with any Lender; and                       

               (f) other investment instruments approved in writing by the
    Agents and offered by financial institutions which have a combined
capital and surplus and undivided profits of not less than    
$300,000,000.                                                 

   "CASH TAX EXPENSE" shall mean, for any period for any person, the
amount of expense for Federal, state, local and other income taxes of such      
person and its Consolidated Subsidiaries, determined on a consolidated basis in 
accordance with GAAP (assuming such person was deemed to be the common parent of
an affiliated group (within the meaning of Section 1504 of the Code) of which   
only such person and its subsidiaries were members), for such period, but       
excluding deferred income tax expense.                                          

       "CHANGE OF CONTROL" means and shall be deemed to have occurred on (a)
the date upon which a transaction or event or any series of transactions or     
events occurs that is required to be reported on Schedule 13D pursuant to       
Section 13(d) of the Exchange Act and the regulations promulgated thereunder,   
whereby a person or group, as used for purposes of Section 13(d) of the Exchange
Act (other than M.H.M. & Co., Ltd., an Ohio limited partnership ("M.H.M.")), has
or will become the Beneficial Owner of 30% or more of the outstanding Voting    
Shares or the date upon which the Borrower first learns that a person or group  
(other than M.H.M.) has or will become the Beneficial Owner of 30% or more of   
the outstanding Voting Shares; (b) the date of a change in the composition of   
the Board of Directors of the Borrower (the "Board of Directors") such that     
individuals who were members of the Board of Directors on the date two years    
prior to such change (or who were subsequently elected to fill a vacancy in the 
Board of Directors by the affirmative vote of at least two-thirds of the        
directors then still in office who were directors at the beginning of such two  
year period) no longer constitute a majority of the Board of Directors; (c) the 
date either the Board of Directors or shareholders approve a merger or          
consolidation of the Borrower with any other person, other than a merger or     
consolidation which would result in the Voting Shares outstanding immediately   
prior thereto continuing to represent (either by remaining outstanding or by    
being converted into Voting Shares of the surviving entity) at least 80% of the 
total voting power represented by the Voting Shares of such surviving entity    
outstanding immediately after such merger or consolidation; (d) the date either 
the Board of Directors or shareholders of the Borrower approve a plan of        
liquidation of the Borrower or an agreement for the sale, lease, transfer or    
other disposition by the Borrower of all or substantially all the Borrower's    
assets, or (e) the date that members of the Murch family,                       

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individually or collectively, no longer are the Beneficial Owners of a majority 
of the Voting Stock of M.H.M. For purposes of this definition, "Beneficial      
Owner" means the person or group has the power, directly or indirectly, to vote 
or direct the vote of, and the power to dispose, or direct the disposition of,  
Voting Shares; "Voting Shares" means the Capital Stock of the Borrower entitled 
to vote generally in the election of directors of the Borrower; and "Voting     
Stock" means the Capital Stock of M.H.M. entitled to vote generally on the      
management and affairs of M.H.M.                                                

         "CHARGES" shall have the meaning assigned to that term in Section 9.09.

       "CLASS" shall have the meaning assigned to that term in Section 1.03.

        "CLOSING DATE" shall mean the date of the first Borrowing hereunder in
accordance with Sections 4.01 and 4.02.                                         

         "CODE" shall mean the Internal Revenue Code of 1986, as the same may be
amended from time to time.                                                      

       "COLLATERAL" shall mean all the collateral pledged or purported to be
pledged pursuant to any of the Collateral Documents, including all Intercompany 
Notes and the Capital Stock of all Restricted Subsidiaries.                     

      "COLLATERAL DOCUMENTS" shall mean the Pledge Agreement and all other
documents and instruments executed and delivered pursuant to the terms hereof or
thereof in order to secure any Obligations or perfect any Lien granted for the  
benefit of the Lenders pursuant thereto.                                        

    "COMMITMENT" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment and, in the case of the Swingline Lender, its       
Swingline Commitment and, in the case of the Issuing Bank, the Letter of Credit 
Commitment.                                                                     

  "COMMITMENT FEE" shall have the meaning assigned to that term in
Section 2.05(a).                                                                

   "COMMONLY CONTROLLED ENTITY" shall mean an entity, whether or not
incorporated, which is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group which includes the Borrower and  
which is treated as a single employer under Section 414 of the Code.            

   "CONFIDENTIAL INFORMATION MEMORANDUM" shall mean the confidential
information memorandum of the Borrower dated October, 1996.                     

"CONSOLIDATED EBIT" shall mean, for any period for any person,
Consolidated Net Income of such person for such period, PLUS, to the extent     
deducted in computing such Consolidated Net Income for such period, (a) the sum 
of (i) Consolidated Interest Expense for such period, and (ii) Cash Tax Expense 
for such period, MINUS, to the extent added in computing such Consolidated Net  
Income for such period, (b) the sum of (i) any interest income and (ii) any     
non-cash income or non-cash gains during such period that requires              

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footnote disclosure on financial statements, reports or other filings pursuant  
to or in accordance with GAAP or applicable SEC regulations, all as determined  
on a consolidated basis with respect to such person and its Consolidated        
Subsidiaries in accordance with GAAP.                                           

  "CONSOLIDATED EBITDA" shall mean, for any period for any person,
Consolidated Net Income of such person for such period, PLUS, to the extent     
deducted in computing such Consolidated Net Income for such period, (a) the sum 
of (i) Consolidated Interest Expense for such period, (ii) Cash Tax Expense for 
such period, and (iii) depreciation, depletion, amortization of intangibles and 
other non-cash charges or non-cash losses, MINUS, to the extent added in        
computing such Consolidated Net Income for such period, (b) the sum of (i) any  
interest income, and (ii) any non-cash income or non-cash gains during such     
period that requires footnote disclosure on financial statements, reports or    
other filings pursuant to or in accordance with GAAP or applicable SEC          
regulations, all as determined on a consolidated basis with respect to such     
person and its Consolidated Subsidiaries in accordance with GAAP.               

         "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" shall mean, for the Borrower
as of any date, the ratio of (a) Consolidated EBIT for the Reference Period with
respect to such date, to (b) Consolidated Interest Expense for such Reference   
Period; PROVIDED, THAT, if, since the beginning of the applicable Reference     
Period, (A) the Borrower or any Consolidated Subsidiary has issued or incurred  
any Indebtedness that remains outstanding as of the end of such Reference Period
in connection with any Permitted Acquisition or pursuant to Sections 6.01(d),   
6.01(g) or 6.01(j), Consolidated Interest Expense for such Reference Period     
shall be calculated after giving effect on a pro forma basis to (I) such        
Indebtedness as if such Indebtedness had been issued or incurred on the first   
day of such Reference Period and (II) the discharge of any other Indebtedness   
repaid, repurchased or otherwise discharged with the proceeds of such new       
Indebtedness as if such discharge had occurred on the first day of such         
Reference Period, (B) the Borrower or any Consolidated Subsidiary shall have    
made any Asset Sale with a net book value in excess of $1,000,000, the          
Consolidated EBIT for the applicable Reference Period shall be reduced by an    
amount equal to the Consolidated EBIT (if positive) directly attributable to the
assets which are the subject of such Asset Sale for such Reference Period, or   
increased by an amount equal to the Consolidated EBIT (if negative), directly   
attributable thereto for such Reference Period and Consolidated Interest Expense
for such Reference Period shall be reduced by an amount equal to the            
Consolidated Interest Expense directly attributable to any Indebtedness of the  
Borrower or any Consolidated Subsidiary repaid or otherwise discharged with     
respect to the Borrower and its continuing Consolidated Subsidiaries in         
connection with such Asset Sale for such Reference Period (or, if the Capital   
Stock of any Consolidated Subsidiary is sold, the Consolidated Interest Expense 
for such Reference Period directly attributable to the Indebtedness of such     
Consolidated Subsidiary to the extent the Borrower and its continuing           
Consolidated Subsidiaries are no longer liable for such Indebtedness after such 
sale), and (C) the Borrower or any Consolidated Subsidiary shall have made a    
Permitted Acquisition, Consolidated EBIT for the applicable Reference Period    
shall be calculated after giving pro forma effect thereto as if such Permitted  
Acquisition occurred on the first day of such Reference Period. For purposes of 
this definition, whenever pro forma effect is to be given to an acquisition of  
assets, (i) the amount of income or earnings relating thereto and the amount of 
Consolidated                                                                    

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Interest Expense associated with any Indebtedness issued or incurred in         
connection therewith, the pro forma calculations shall be determined in good    
faith by a responsible Financial Officer of the Borrower and (ii) if any        
Indebtedness bears a floating rate of interest and is being given pro forma     
effect, the interest on such Indebtedness shall be calculated as if the rate in 
effect on the date of the beginning of the applicable Reference Period had been 
the applicable rate for the entire period. Whenever pro forma effect is to be   
given to any event or for any Reference Period, the pro forma calculations made 
shall be cumulative of all events for which pro forma effect is to be given that
have occurred within or that relate to the applicable Reference Period.         

    "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period for any
person, the sum (without duplication) of (a) the gross amount of interest       
expense, both expensed and capitalized, of such person and its Consolidated     
Subsidiaries, determined on a consolidated basis in accordance with GAAP, for   
such period, exclusive of any non-cash interest expense related to original     
issue discount notes and pay-in-kind notes, and (b) all amounts paid (net of any
amounts received) by such person and its Consolidated Subsidiaries pursuant to  
Interest Rate Protection Agreements for such period.                            

      "CONSOLIDATED LEVERAGE RATIO" shall mean, for the Borrower as of any
date, the ratio of (a) Total Debt on such date to (b) Consolidated EBITDA for   
the Reference Period applicable to such date; PROVIDED, THAT, if, since the     
beginning of the applicable Reference Period, (A) the Borrower or any           
Consolidated Subsidiary has issued or incurred any Indebtedness that remains    
outstanding as of the end of such Reference Period in connection with any       
Permitted Acquisition or pursuant to Sections 6.01(d), 6.01(g) or 6.01(j),      
Consolidated Interest Expense for such Reference Period shall be calculated     
after giving effect on a pro forma basis to (I) such Indebtedness as if such    
Indebtedness had been issued or incurred on the first day of such Reference     
Period and (II) the discharge of any other Indebtedness repaid, repurchased or  
otherwise discharged with the proceeds of such new Indebtedness as if such      
discharge had occurred on the first day of such Reference Period, (B) the       
Borrower or any Consolidated Subsidiary shall have made any Asset Sale with a   
net book value in excess of $1,000,000, the Consolidated EBITDA for such        
Reference Period shall be reduced by the amount equal to Consolidated EBITDA (if
positive) directly attributable to the assets which are the subject of such     
Asset Sale for such Reference Period, or increased by an amount equal to the    
Consolidated EBITDA (if negative), directly attributable thereto for such       
Reference Period, and Consolidated Interest Expense for such Reference Period   
shall be reduced by an amount equal to the Consolidated Interest Expense        
directly attributable to any Indebtedness of the Borrower or any Consolidated   
Subsidiary repaid or otherwise discharged with respect to the Borrower and its  
continuing Consolidated Subsidiaries in connection with such Asset Sale for such
Reference Period (or, if the Capital Stock of any Consolidated Subsidiary is    
sold, the Consolidated Interest Expense for such Reference Period directly      
attributable to the Indebtedness of such Consolidated Subsidiary to the extent  
the Borrower and its continuing Consolidated Subsidiaries are no longer liable  
for such Indebtedness after such sale), and (C) the Borrower or any Consolidated
Subsidiary shall have made a Permitted Acquisition, Consolidated EBITDA for such
Reference Period shall be calculated after giving pro forma effect thereto as if
such Permitted Acquisition occurred on the first day of such Reference Period.  
For purposes of this definition, whenever pro forma effect is to be given to an 
acquisition of assets, (i) the amount of income or earnings relating thereto and
the                                                                             

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amount of Consolidated Interest Expense associated with any Indebtedness issued 
or incurred in connection therewith, the pro forma calculations shall be        
determined in good faith by a responsible Financial Officer of the Borrower and 
(ii) if any Indebtedness bears a floating rate of interest and is being given   
pro forma effect, the interest on such Indebtedness shall be calculated as if   
the rate in effect on the date of the beginning of the applicable Reference     
Period had been the applicable rate for the entire period. Whenever pro forma   
effect is to be given to any event or for any Reference Period, the pro forma   
calculations made shall be cumulative of all events for which pro forma effect  
is to be given that have occurred within or that relate to the applicable       
Reference Period.                                                               

      "CONSOLIDATED NET INCOME" shall mean, for any period for any person,
net income or loss of such person and its Consolidated Subsidiaries for such    
period determined on a consolidated basis in accordance with GAAP; PROVIDED,    
THAT, there shall be excluded from such calculation of net income or loss (a)   
the income of any person in which any other person (other than such person or   
any of its subsidiaries or any director holding qualifying shares in accordance 
with applicable law) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to such person or any of its     
Wholly Owned Subsidiaries by such other person during such periods, (b) the     
income (or loss) of any other person accrued prior to the date it becomes a     
subsidiary of such person or is merged into or consolidated with such person or 
any of its subsidiaries or the date that such other person's assets are acquired
by such person or any of its subsidiaries, (c) the income of any subsidiary of  
such person to the extent that the declaration or payment of dividends or       
similar distributions by such subsidiary of that income is not at the time      
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to 
that subsidiary, except that, with respect to the Borrower and its Consolidated 
Subsidiaries, the income of the German Subsidiary shall not be subject to       
exclusion from the Borrower's Consolidated Net Income pursuant to this clause   
(c) solely because of negative retained earnings existing as of the Closing Date
that prevent, under German law, the payment of dividends by the German          
Subsidiary; (d) any after-tax gains attributable to sales of assets out of the  
ordinary course of business and (e) (to the extent not included in clauses (a)  
through (d) above) any non-cash extraordinary gains.                            

       "CONSOLIDATED NET WORTH" shall mean, as of any date of determination,
the total of all amounts which would in accordance with GAAP be included on a   
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as 
of such date as stockholder's equity, LESS any amounts attributable to          
Disqualified Stock.                                                             

     "CONSOLIDATED PRICING RATIO" shall mean, for the Borrower as of any
date, the ratio of (a) Total Debt on such date, less the aggregate principal    
amount of Letters of Credit outstanding on such date, to (b) Consolidated EBITDA
for the Reference Period applicable to such date; PROVIDED, THAT, if, since the 
beginning of the applicable Reference Period, (A) the Borrower or any           
Consolidated Subsidiary has issued or incurred any Indebtedness that remains    
outstanding as of the end of such Reference Period in connection with any       
Permitted Acquisition or pursuant to Sections 6.01(d), 6.01(g) or 6.01(j),      
Consolidated Interest Expense for such Reference Period shall be calculated     
after giving effect on a pro forma basis to (I) such Indebtedness as if such    
Indebtedness had been issued or incurred on the first day of                    

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such Reference Period and (II) the discharge of any other Indebtedness repaid,  
repurchased or otherwise discharged with the proceeds of such new Indebtedness  
as if such discharge had occurred on the first day of such Reference Period, (B)
the Borrower or any Consolidated Subsidiary shall have made any Asset Sale with 
a net book value in excess of $1,000,000, the Consolidated EBITDA for such      
Reference Period shall be reduced by the amount equal to Consolidated EBITDA (if
positive) directly attributable to the assets which are the subject of such     
Asset Sale for such Reference Period, or increased by an amount equal to the    
Consolidated EBITDA (if negative), directly attributable thereto for such       
Reference Period, and Consolidated Interest Expense for such Reference Period   
shall be reduced by an amount equal to the Consolidated Interest Expense        
directly attributable to any Indebtedness of the Borrower or any Consolidated   
Subsidiary repaid or otherwise discharged with respect to the Borrower and its  
continuing Consolidated Subsidiaries in connection with such Asset Sale for such
Reference Period (or, if the Capital Stock of any Consolidated Subsidiary is    
sold, the Consolidated Interest Expense for such Reference Period directly      
attributable to the Indebtedness of such Consolidated Subsidiary to the extent  
the Borrower and its continuing Consolidated Subsidiaries are no longer liable  
for such Indebtedness after such sale), and (C) the Borrower or any Consolidated
Subsidiary shall have made a Permitted Acquisition, Consolidated EBITDA for such
Reference Period shall be calculated after giving pro forma effect thereto as if
such Permitted Acquisition occurred on the first day of such Reference Period.  
For purposes of this definition, whenever pro forma effect is to be given to an 
acquisition of assets, (i) the amount of income or earnings relating thereto and
the amount of Consolidated Interest Expense associated with any Indebtedness    
issued or incurred in connection therewith, the pro forma calculations shall be 
determined in good faith by a responsible Financial Officer of the Borrower and 
(ii) if any Indebtedness bears a floating rate of interest and is being given   
pro forma effect, the interest on such Indebtedness shall be calculated as if   
the rate in effect on the date of the beginning of the applicable Reference     
Period had been the applicable rate for the entire period. Whenever pro forma   
effect is to be given to any event or for any Reference Period, the pro forma   
calculations made shall be cumulative of all events for which pro forma effect  
is to be given that have occurred within or that relate to the applicable       
Reference Period.                                                               

"CONSOLIDATED SUBSIDIARIES" shall mean, for any person, all   
subsidiaries of such person that should be consolidated with such person for    
financial reporting purposes in accordance with GAAP.                           

       "CONTROL" shall mean the possession, direct or indirect, of the power
to direct or cause the direction of the management or policies of a person,     
whether through the ownership of voting securities, by contract or otherwise,   
and "Controlling" and "Controlled" shall have meanings correlative thereto.     

         "DEFAULT" shall mean any event or condition which upon notice, lapse of
time or both would constitute an Event of Default.                              

        "DISQUALIFIED STOCK" of any person shall mean (a) any Capital Stock of
such person or any subsidiary of such person which by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable or 
exercisable), upon the happening of any event or otherwise (i) matures or is    
mandatorily redeemable or subject to any mandatory                              

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repurchase requirement, pursuant to a sinking fund obligation or otherwise, (ii)
is convertible into or exchangeable or exercisable for Indebtedness or          
Disqualified Stock or (iii) is redeemable or subject to any repurchase          
requirement exercisable at the option of the holder thereof, in whole or in     
part, in each case on or prior to the first anniversary of the Tranche A        
Revolving Credit Maturity Date (or, if earlier, the first anniversary of the    
date on which all the Obligations have been indefeasibly paid in full in cash   
and the Commitments have been terminated) and (b) any Preferred Stock of a      
subsidiary of such person.                                                      

     "DISSENTING LENDER" shall have the meaning assigned to such term in
Section 2.09(f).                                                                

  "DOLLARS" or "$" shall mean lawful money of the United States of
America.                                                                        

 "DOMESTIC SUBSIDIARY" shall mean any Subsidiary incorporated or
organized under the laws of the United States of America, any state thereof or  
the District of Columbia; PROVIDED, that, for purposes of this Agreement,       
Robbins & Myers International Sales Company, Inc., a U.S. Virgin Islands        
Corporation, shall not be considered a Domestic Subsidiary.                     

 "EASTERN STANDARD TIME" shall mean Eastern Standard Time or, if
applicable, Daylight Savings Time in the eastern time zone in which Dayton, Ohio
is located.                                                                     

    "EFFECTIVE DATE" shall mean the first date on which this Agreement
shall become effective pursuant to Section 9.03.                                

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as the same may be amended from time to time.                                   

         "EURODOLLAR BORROWING" shall mean a Tranche A Eurodollar Borrowing or a
Tranche B Eurodollar Borrowing.                                                 

    "EVENT OF DEFAULT" shall have the meaning assigned to such term in
Article VII.                                                                    

   "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.                                                                        

  "EXCLUDED TAXES" shall have the meaning assigned to such term in
Section 2.19(a).                                                                

         "EXISTING DEBT" shall mean the outstanding indebtedness of the Borrower
existing immediately prior to the first Borrowing hereunder, other than         
indebtedness evidenced and created by the Subordinated Notes and other          
Indebtedness that is listed on Schedule 6.01.                                   

         "FACILITIES" shall mean the Tranche A Revolving Credit Facility and the
Tranche B Revolving Credit Facility provided or participated in by the Lenders  
to the Borrower pursuant to this Agreement and the other Loan Documents.        

"FAIR MARKET VALUE" shall mean with respect to any Permitted  
Acquisition, the value that would be obtained in an arm's-length transaction    
between an informed and willing seller under no compulsion to sell and an       
informed and willing buyer.                                                     

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      "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published on the   
next succeeding Business Day by the Federal Reserve Bank of New York, or, if    
such rate is not so published for any day which is a Business Day, the average  
of the quotations for the day of such transactions received by the              
Administrative Agent from three Federal funds brokers of recognized standing    
selected by it. Each change in the Federal Funds Effective Rate shall be        
effective on the date thereof, without notice to the Borrower.                  

      "FEE LETTER" shall have the meaning assigned to such term in Section
2.05(c).                                                                        

       "FEES" shall mean the Commitment Fees, the Letter of Credit Fees, the
Fronting Fees and the other fees payable pursuant to the Fee Letter.            

       "FINANCIAL OFFICER" of any corporation shall mean the chief financial
officer, principal accounting officer or similar officer of such corporation.   

   "FISCAL YEAR" shall mean, when used with respect to any year, the
Fiscal Year of the Borrower ending on August 31 of such year.                   

        "FOREIGN SUBSIDIARY" shall mean any Subsidiary which is not a Domestic
Subsidiary (including, without limitation, Robbins & Myers International Sales  
Company, Inc.).                                                                 

        "FRONTING FEE" shall have the meaning assigned to that term in Section
2.05(b)(ii).                                                                    

"GAAP" shall mean United States generally accepted accounting 
principles, applied on a consistent basis.                                      

      "GERMAN SUBSIDIARY" shall mean Pfaudler-Werke GMBH, a German limited
liability company.                                                              

  "GOVERNMENTAL AUTHORITY" shall mean any Federal, state, local or
foreign governmental department, commission, board, bureau, authority, agency,  
court, instrumentality or judicial or regulatory body or entity.                

       "GUARANTEE" of or by any person shall mean any obligation, contingent
or otherwise, of such person guaranteeing or having the economic effect of      
guaranteeing any Indebtedness of any other person (the "primary obligor") in any
manner, whether directly or indirectly, and including any obligation of such    
person, direct or indirect, (a) to purchase or pay (or advance or supply funds  
for the purchase or payment of) such Indebtedness or to purchase (or to advance 
or supply funds for the purchase of) any security for the payment of such       
Indebtedness, (b) to purchase property, securities or services for the purpose  
of assuring the owner of such Indebtedness of the payment of such Indebtedness  
or (c) to maintain working capital, equity capital or other financial statement 
condition or liquidity of the primary obligor so as to enable the primary       
obligor to pay such Indebtedness; PROVIDED, THAT, the term Guarantee shall not  
include endorsements for collection or deposit, in either case in the ordinary  
course of business.                                                             

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    "GUARANTEE AGREEMENT" shall mean the Guarantee Agreement among the
Domestic Subsidiaries and the Administrative Agent in the form attached hereto  
as Exhibit B, as amended from time to time.                                     

     "GUARANTOR" shall mean any guarantor under the Guarantee Agreement.

       "HAZARDOUS MATERIALS" shall have the meaning assigned to such term in
Section 3.17.                                                                   

       "INDEBTEDNESS" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or    
advances of any kind made with or to such person, (b) all obligations of such   
person evidenced by bonds, debentures, notes or similar instruments (other than 
obligations under surety bonds incurred in the ordinary course of business), (c)
all obligations of such person upon which interest charges are customarily paid,
(d) all obligations of such person under conditional sale or other title        
retention agreements relating to property or assets purchased by such person,   
(e) all obligations of such person issued or assumed as the deferred purchase   
price of property or services, (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or      
otherwise, to be secured by) any Lien on property owned or acquired by such     
person, whether or not the obligations secured thereby have been assumed, (g)   
all Guarantees by such person of Indebtedness of others, (h) all Capital Lease  
Obligations of such person, (i) all obligations of such person in respect of    
Interest Rate Protection Agreements, (j) all obligations of such person,        
contingent or otherwise, as an account party in respect of letters of credit and
bankers' acceptances and (k) all obligations of such person to contribute money 
or other property to any other person. The Indebtedness of any person shall     
include, without duplication, the Indebtedness of any partnership in which such 
person is a general partner and of any trust or other entity formed or utilized 
in connection with a securitization of assets of such person. Notwithstanding   
the foregoing, the Indebtedness of any person shall exclude all trade accounts  
payable, customer advance payments, and accrued expenses determined in          
accordance with GAAP and all of which arise or are incurred in the ordinary     
course of business.                                                             

     "INDEMNIFIED PARTY" shall have the meaning assigned to such term in
Section 9.05(b).                                                                

    "INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT" shall mean the
Indemnity, Subrogation and Contribution Agreement, substantially in the form of 
Exhibit K hereto, among the Borrower, the Domestic Subsidiaries and the         
Administrative Agent, as amended from time to time.                             

       "INDIAN AFFILIATE" shall mean Gujarat Machinery Manufacturing Co., an
Indian corporation.                                                             

        "INTERCOMPANY INDEBTEDNESS" shall mean Indebtedness of the Borrower or
any Subsidiary to (a) any Wholly Owned Subsidiary that is a Domestic Subsidiary 
or (b) the Borrower.                                                            

"INTERCOMPANY NOTES" shall mean the promissory notes issued as
contemplated by Sections 6.01(c) and 6.04(b), in the form attached hereto as    
Exhibit D.                                                                      

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      "INTEREST PAYMENT DATE" shall mean, with respect to any Loan, all of
the following to the extent applicable: (a) the last day of the Interest Period 
applicable to the Borrowing of which such Loan is a part, (b) if such Loan is   
part of any Eurodollar Borrowing with an Interest Period of more than three     
months' duration, each day that would have been an Interest Payment Date had    
successive Interest Periods of three months' duration been applicable to such   
Borrowing, (c) if such Loan is part of any Eurodollar Borrowing, the date of any
repayment or prepayment of the Borrowing of which such Loan is a part, (d) if   
such Loan is a part of any ABR Borrowing, the date of any prepayment of the     
Borrowing required pursuant to the terms of Section 2.11 and (e) any conversion 
of any Eurodollar Borrowing to any ABR Borrowing.                               

 "INTEREST PERIOD" shall mean (a) as to any Tranche A Eurodollar
Borrowing, the period commencing on the date of such Borrowing or on the last   
day of the immediately preceding Interest Period applicable to such Borrowing,  
as the case may be, and ending on the numerically corresponding day (or, if     
there is no numerically corresponding day, on the last day) in the calendar     
month that is 1, 2, 3 or 6 months thereafter, as the Borrower may elect, subject
to the availability thereof, as determined by the Administrative Agent, (b) as  
to any Tranche B Eurodollar Borrowing, the period commencing on the date of such
Borrowing or on the last day of the immediately preceding Interest Period       
applicable to such Borrowing, as the case may be, and ending on the numerically 
corresponding day (or, if there is no numerically corresponding day, on the last
day) in the calendar month that is 1, 2 or 3 months thereafter, as the Borrower 
may elect, subject to the availability thereof, as determined by the            
Administrative Agent, and (c) as to any ABR Borrowing (including any ABR        
Borrowing comprised of Swingline Loans), the period commencing on the date of   
such Borrowing or on the last day of the immediately preceding Interest Period  
applicable to such Borrowing, as the case may be, and ending on the earliest of 
(i) the next succeeding March 31, June 30, September 30 or December 31, (ii) the
Tranche A Revolving Credit Maturity Date or the Tranche B Revolving Credit      
Maturity Date, as applicable, and (iii) the date such Borrowing is prepaid in   
accordance with Section 2.11; PROVIDED, THAT, if any Interest Period would end  
on a day other than a Business Day, such Interest Period shall be extended to   
the next succeeding Business Day unless, in the case of a Eurodollar Borrowing  
only, such next succeeding Business Day would fall in the next calendar month,  
in which case such Interest Period shall end on the next preceding Business Day.
Interest shall accrue from and including the first day of an Interest Period to,
but excluding, the last day of such Interest Period.                            

         "INTEREST RATE PROTECTION AGREEMENT" shall mean any interest rate swap,
collar, cap or other arrangement requiring payments contingent upon interest    
rates.                                                                          

      "ISSUING BANK" shall mean Bank One, Dayton, N.A., in its capacity as
the issuer of Letters of Credit, and its successors in such capacity.           

        "LENDER" shall mean each financial institution listed on the signature
pages hereof, each assignee which becomes a Lender pursuant to Section 9.04(b), 
and their respective successors (including the Swingline Lender).               

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     "LETTERS OF CREDIT" shall mean any and all letters of credit issued
pursuant to Section 2.22 and all letters of credit issued by Bank One, Dayton,  
N.A., under documents and instruments creating certain Existing Debt being      
satisfied at Closing, which letters of credit, upon the satisfaction of all     
conditions precedent to borrowing as set forth in Article IV hereof, shall      
remain issued and outstanding and shall be deemed to have been issued pursuant  
to the terms of this Agreement.                                                 

       "LETTER OF CREDIT AVAILABILITY PERIOD" shall mean the period from and
including the Closing Date to but excluding the earlier of (a) the date five    
Business Days prior to the Tranche A Revolving Credit Maturity Date and (b) the 
termination of the Tranche A Revolving Credit Commitments of the Lenders in     
accordance with the terms hereof.                                               

        "LETTER OF CREDIT COMMITMENT" shall mean the commitment of the Issuing
Bank to issue Letters of Credit pursuant to Section 2.22.                       

      "LETTER OF CREDIT DISBURSEMENT" shall mean a payment or disbursement
made by the Issuing Bank pursuant to a Letter of Credit.                        

       "LETTER OF CREDIT EXPOSURE" shall mean at any time an amount equal to
the sum of (a) the aggregate undrawn amount of all outstanding Letters of       
Credit, PLUS (b) the aggregate amount of all Letter of Credit Disbursements not 
yet reimbursed by the Borrower as provided in Section 2.22. The Letter of Credit
Exposure of any Tranche A Lender at any time shall mean its Applicable Tranche A
Percentage of the aggregate Letter of Credit Exposure at such time.             

        "LETTER OF CREDIT FEE" shall have the meaning assigned to that term in
Section 2.05(b)(i).                                                             

      "LEVEL I PRICING PERIOD" shall mean, subject to Section 2.06(c), any
period on or after the Closing Date during which the Consolidated Pricing Ratio 
is less than or equal to 1.50:1.00 and no Event of Default has occurred and is  
continuing.                                                                     

       "LEVEL II PRICING PERIOD" shall mean, subject to Section 2.06(c), any
period on or after the Closing Date during which the Consolidated Pricing Ratio 
is greater than 1.50:1.00 but less than or equal to 2.00:1.00 and no Event of   
Default has occurred and is continuing.                                         

        "LEVEL III PRICING PERIOD" shall mean, subject to Section 2.06(c), any
period on or after the Closing Date during which the Consolidated Pricing Ratio 
is greater than 2.00:1.00 but less than or equal to 2.50:1.00 and no Event of   
Default has occurred and is continuing.                                         

       "LEVEL IV PRICING PERIOD" shall mean, subject to Section 2.06(c), any
period on or after the Closing Date during which the Consolidated Pricing Ratio 
is greater than 2.50:1.00 but less than or equal to 3.00:1.00 and no Event of   
Default has occurred and is continuing.                                         

      "LEVEL V PRICING PERIOD" shall mean, subject to Section 2.06(c), any
period on or after the Closing Date during which the Consolidated Pricing Ratio 
is greater than 3.00:1.00 but less than or equal to 3.50:1.00 and no Event of   
Default has occurred and is continuing.                                         

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         "LEVEL VI PRICING PERIOD" shall mean any period on or after the Closing
Date which is not a Level I Pricing Period, Level II Pricing Period, Level III  
Pricing Period, Level IV Pricing Period or Level V Pricing Period.              

      "LIBO RATE" shall mean, with respect to any Eurodollar Borrowing for
any Interest Period, the rate (rounded upwards, if necessary, to the next 1/16  
of 1%) per annum designated as the British Bankers' Association settlement rate,
which appears on the display on page 3750 (under the caption "USD") of the      
Telerate Services, Incorporated screen (the "Telerate Screen") (or on such other
display as may replace such page on the Telerate Screen) as of 11:00 a.m.       
(London time) two Business Days prior to the commencement of such Interest      
Period, for a period of time comparable to such Interest Period; PROVIDED, THAT,
if no offered quotations appear on the Telerate Screen or if quotations are not 
given on the Telerate Screen for the selected period, then the LIBO Rate shall  
be the rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)   
appearing on Reuters Screen LIBO Page as the London interbank offered rate for  
deposits in dollars at approximately 11:00 a.m. (London time) two Business Days 
prior to the commencement of such Interest Period, for a term comparable to such
Interest Period; and PROVIDED, FURTHER, that if more than one rate is specified 
on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of
all such rates.                                                                 

       "LIBOR LOAN" shall mean any Revolving Loan bearing interest at a rate
determined by reference to the Adjusted LIBO Rate in accordance with the        
provisions of Article II.                                                       

     "LIEN" shall mean, with respect to any asset, any mortgage, deed of
trust, lien, pledge, easement, restriction, restrictive covenant, lease,        
sublease, option, charge, security interest or encumbrance of any kind in       
respect of such asset. For purposes hereof, the Borrower or any Subsidiary shall
be deemed to own subject to a lien any asset which it has acquired or holds     
subject to the interest of a vendor or a lessor under any conditional sale      
agreement, capital lease or title retention agreement relating to such asset.   

       "LOAN DOCUMENTS" shall mean this Agreement, the Notes, the Letters of
Credit, the Guarantee Agreement, the Indemnity, Subrogation and Contribution    
Agreement, the Intercompany Notes, the Collateral Documents, any Interest Rate  
Protection Agreements entered into by the Borrower with any Lender or Affiliate 
thereof as permitted hereunder and any Supplemental Agreements.                 

        "LOANS" shall mean any or all of the Revolving Loans and the Swingline
Loans.                                                                          

   "MARGIN STOCK" shall have the meaning assigned to such term under
Regulation U.                                                                   

       "MATERIAL ADVERSE CHANGE" shall mean a material adverse change in the
business, assets, liabilities, financial condition, prospects or results of     
operations of Borrower and the Subsidiaries, taken as a whole.                  

         "MATERIAL ADVERSE EFFECT" shall mean (a) a materially adverse effect on
the material existing agreements and relationships, business, financial         
condition or results of operations of the Borrower and the Subsidiaries, taken  
as a whole, (b) a material impairment of the ability                            

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of the Borrower or any of the Subsidiaries to perform its material obligations  
under any Loan Document to which it is or will be a party or (c) a material     
impairment of the rights of or benefits available to the Lenders under any Loan 
Document. In determining whether any individual event would result in a Material
Adverse Effect, notwithstanding that such event does not itself have such       
effect, a Material Adverse Effect shall be deemed to have occurred if the       
cumulative effect of such event and all other then existing events would result 
in a Material Adverse Effect.                                                   

      "MATERIAL CONTRACTS" shall have the meaning assigned to such term in
Section 3.10(a).                                                                

        "MAXIMUM RATE" shall have the meaning assigned to such term in Section
9.09.                                                                           

  "MEXICAN SUBSIDIARY" shall mean Pfaudler S.A. de C.V., a Mexican
corporation.                                                                    

         "MULTIEMPLOYER PLAN" shall mean a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.                                         

"NCMI" shall mean NationsBanc Capital Markets, Inc.           

       "NET CASH PROCEEDS" shall mean, with respect to any Prepayment Event,
an amount equal to (a) the gross cash proceeds (including insurance proceeds and
condemnation awards in the case of any casualty) actually paid to or actually   
received by or on behalf of the Borrower or any Subsidiary from or in respect of
such event (including cash received as proceeds from any noncash consideration  
received in respect of any such event), LESS (b) the sum of (i) any expenses    
reasonably incurred by the Borrower and the Subsidiaries in respect of such     
Prepayment Event, including, in the case of a sale or issuance of Capital Stock,
underwriters' fees, discounts or commissions and, in the case of a disposition  
of assets or properties, commissions, (ii) in the case of a disposition of      
assets or properties, amounts required to be applied to repay Indebtedness      
(other than Loans) associated with the assets or properties subject to such     
Prepayment Event and (iii) in the case of a disposition of assets or properties,
taxes paid or payable by the Borrower and the Subsidiaries (as determined       
reasonably and in good faith by a Financial Officer of the Borrower) in respect 
of such Prepayment Event.                                                       

      "NEW LENDING OFFICE" shall have the meaning assigned to such term in
Section 2.19(f).                                                                

   "NON-U.S. LENDER" shall have the meaning assigned to such term in
Section 2.19(g).                                                                

       "NOTES" shall mean the Revolving Credit Notes and the Swingline Note.

       "OBLIGATIONS" shall mean (a) the Borrower's obligations in respect of
the due and punctual payment of principal of and interest (including interest   
accruing after the filing of a petition initiating any proceeding referred to in
paragraph (g) or (h) of Article VII of this Agreement) on the Loans and all     
amounts drawn under the Letters of Credit, when and as due, whether at maturity,
by acceleration, upon one or more dates set for prepayment or otherwise, (b) all
Fees, expenses, indemnities and expense reimbursement obligations of the        

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Borrower under this Agreement, the Fee Letter, or any other Loan Document and   
(c) all other obligations, monetary or otherwise, of the Borrower or any of the 
Subsidiaries under any Loan Document (including any Interest Rate Protection    
Agreement entered into by the Borrower after the Closing Date with any Lender or
Affiliate of a Lender as permitted under this Agreement) to which it is a party,
in each case, whether now owing or hereafter existing.                          

"OFFICER'S CERTIFICATE" shall mean, as to any corporation, a  
certificate executed on its behalf by the Chairman of the Board of Directors (if
an officer) or its President or one of its Vice Presidents and its Treasurer, or
Controller, or one of its Assistant Treasurers or Assistant Controllers, and, as
to any partnership, a certificate executed on behalf of such partnership by its 
general partner in a manner which would qualify such certificate as an Officer's
Certificate of such general partner hereunder.                                  

       "OTHER TAXES" shall have the meaning assigned to that term in Section
2.19(b).                                                                        

        "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA or any successor thereto.           

         "PERFECTION CERTIFICATE" shall mean a certificate from the Borrower and
the Subsidiaries substantially in the form of Exhibit H hereto.                 

         "PERMITTED ACQUISITION" shall have the meaning assigned to that term in
Section 6.04(g).                                                                

        "PERMITTED INDEBTEDNESS" shall mean Indebtedness permitted pursuant to
Section 6.01.                                                                   

        A "PERSON" shall mean any natural person, corporation, business trust,
joint venture, association, company, limited liability company, partnership,    
government (or any agency or political subdivision thereof) or other entity.    

         "PLAN" shall mean at a particular time, any employee benefit plan which
is covered by ERISA and in respect of which the Borrower or a Commonly          
Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) 
of ERISA.                                                                       

       "PLEDGE AGREEMENT" shall mean the Pledge and Security Agreement among
the Borrower, the Domestic Subsidiaries and the Administrative Agent in the form
attached hereto as Exhibit C, as amended from time to time.                     

        "PREFERRED STOCK", as applied to the Capital Stock of any corporation,
shall mean Capital Stock of any class or classes (however designated) which is  
preferred as to the payment of dividends, or as to the distribution of assets   
upon any voluntary or involuntary liquidation or dissolution of such            
corporation, over shares of Capital Stock of any other class of such            
corporation.                                                                    

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        "PREPAYMENT EVENT" shall mean (a) the issuance or sale by the Borrower
or any of its Subsidiaries of any Capital Stock of the Borrower or any of its   
Subsidiaries (other than (i) the conversion of any of the Subordinated Notes to 
Capital Stock of the Borrower pursuant to the terms thereof, (ii) any such      
issuance or sale solely to the Borrower or any of the Wholly Owned Subsidiaries,
and (iii) any issuance of Capital Stock pursuant to employee or director stock  
plans of the Borrower or pursuant to the Borrower's Investor Stock Purchase     
Plan), (b) the contribution of capital to the equity of the Borrower or any of  
its Subsidiaries, whether or not Capital Stock is issued on account thereof     
(except as expressly permitted by the terms of Sections 6.04(a)(ii) and         
6.04(j)), or (c) any other Asset Sale. The foregoing definition shall not be    
deemed to imply that any such action or event is permitted under this Agreement.

     "PRIME RATE" shall mean the rate of interest per annum adopted from
time to time by the Administrative Agent as its prime rate as announced and in  
effect at its principal office in Dayton, Ohio. Each change in the Prime Rate   
shall be effective on the date such change is adopted, without notice to the    
Borrower. The Prime Rate is a reference rate used by the Administrative Agent in
determining interest rates on certain loans and is not intended to be the lowest
rate of interest charged on any extension of credit to any debtor.              

       "PURCHASE MONEY INDEBTEDNESS" shall mean Indebtedness of the Borrower
or any Subsidiary in respect of which a Lien described in Section 6.02(i) is    
incurred.                                                                       

"QUALIFIED ACQUISITION SUBSIDIARY" shall mean (i) any Domestic
Subsidiary, (ii) any Foreign Subsidiary that is a Restricted Subsidiary as long 
as the Agents shall have received an opinion of counsel in form, content and as 
to counsel reasonably satisfactory to the Agents stating that the Administrative
Agent, on behalf of the Lenders, has a valid, perfected and first priority      
security interest, pursuant to the Pledge Agreement, in the applicable          
percentage of the Capital Stock of that Subsidiary as required by the Pledge    
Agreement, (iii) the UK Subsidiary, as long as the Agents shall have received an
opinion of counsel in form, content and as to counsel reasonably satisfactory to
the Agents stating that the Administrative Agent, on behalf of the Lenders, has 
a valid, perfected and first priority security interest, pursuant to the Pledge 
Agreement, in the applicable percentage of the Capital Stock of the parent or   
parents of the UK Subsidiary (whether directly or indirectly), as required or   
contemplated by the Pledge Agreement, and (iv) the Mexican Subsidiary, as long  
as the Agents shall have received an opinion of counsel in form, content and as 
to counsel reasonably satisfactory to the Agents stating that the Administrative
Agent, on behalf of the Lenders, has a valid, perfected and first priority      
security interest, pursuant to the Pledge Agreement, in the applicable          
percentage of the Capital Stock of the parent or parents of the Mexican         
Subsidiary (whether directly or indirectly), as required or contemplated by the 
Pledge Agreement.                                                               

      "REFERENCE PERIOD" with respect to any date shall mean the period of
four consecutive fiscal quarters of the Borrower immediately preceding such date
or, if such date is the last day of a fiscal quarter, ending on such date.      

    "REGISTER" shall have the meaning assigned to such term in Section
9.04(d).                                                                        

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     "REGULATION G" shall mean Regulation G of the Board as from time to
time in effect and all official rulings and interpretations thereunder or       
thereof.                                                                        

     "REGULATION U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or       
thereof.                                                                        

     "REGULATION X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or       
thereof.                                                                        

      "REPORTABLE EVENT" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the PBGC has waived either
the 30-day notice period or the penalty for failure to give notice.             

         "REQUIRED FINANCIAL STATEMENTS" shall mean, with respect to any period,
the financial statements of the Borrower for such period required under Section 
5.04.                                                                           

   "REQUIRED LENDERS" shall mean, at any time, Lenders holding Loans
(excluding Swingline Loans), Letter of Credit Exposure, and Swingline Exposure  
and having Revolving Credit Commitments representing in the aggregate at least a
majority of the sum at such time of (a) the aggregate principal amount of the   
Loans outstanding (excluding Swingline Loans), (b) the aggregate amount of      
Letter of Credit Exposure, (c) the aggregate amount of Swingline Exposure and   
(d) the aggregate amount of unused Revolving Credit Commitments.                

"RESPONSIBLE OFFICER" of any person shall mean and include the
president, chief executive officer, chief operating officer, any financial      
officer, any vice president, the general counsel or any other senior officer of 
such person (or, in the case of a partnership, of a general partner thereof).   

         "RESTRICTED SUBSIDIARY" shall mean (i) all Domestic Subsidiaries of the
Borrower, none of the Capital Stock of which is owned by Unrestricted           
Subsidiaries and (ii) all Foreign Subsidiaries of the Borrower, all of the      
Capital Stock of which is owned directly by the Borrower or a Wholly Owned      
Domestic Subsidiary, or any subsidiary described in clauses (i) or (ii) that is 
formed or acquired after the date hereof; PROVIDED, THAT, nothing in this       
definition shall be deemed to permit any such formation or acquisition of a     
subsidiary. Each of such Domestic and Foreign Subsidiaries existing as of the   
Closing Date are listed on Schedule 1.01.                                       

  "REVOLVING CREDIT BORROWING" shall mean a Borrowing comprised of
Revolving Loans.                                                                

    "REVOLVING CREDIT COMMITMENT" of a Lender shall mean its Tranche A
Revolving Credit Commitment and its Tranche B Revolving Credit Commitment, or   
either of them.                                                                 

    "REVOLVING CREDIT NOTES" shall mean the Tranche A Revolving Credit
Notes and the Tranche B Revolving Credit Notes.                                 

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   "REVOLVING LOANS" shall mean the Tranche A Revolving Loans or the
Tranche B Revolving Loans.                                                      

  "SEC" shall mean the Securities and Exchange Commission, and any
successor thereto.                                                              

        "SECURED PARTIES" shall mean (a) the Lenders and the Issuing Bank, (b)
the Administrative Agent and the Syndication Agent, in their capacities as such 
under each Loan Document, (c) each Agent or Lender with which the Borrower      
enters into an Interest Rate Protection Agreement pursuant to Section 5.09, in  
its capacity as a party to such agreement, (d) the beneficiaries of each        
indemnification obligation undertaken by the Borrower or any of the Subsidiaries
under any Loan Document and (e) the successors and assigns of the foregoing.    

         "SHAREHOLDER" shall mean, as of any date, any person or "group" (within
the meaning of Rule 13d-3 under the Exchange Act) (a) which beneficially owns as
of such date Capital Stock of the Borrower (or of any person Controlling the    
Borrower) representing 5% or more of the aggregate ordinary voting power of all 
the outstanding Capital Stock of the Borrower (or of such person Controlling the
Borrower) and (b) of which the Borrower has knowledge.                          

         "SINGLE EMPLOYER PLAN" shall mean any Plan which is covered by Title IV
of ERISA, but which is not a Multiemployer Plan.                                

   "SOLVENT" shall have the meaning assigned to such term in Section
3.19(a).                                                                        

      "STATUTORY RESERVES" shall mean a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the    
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal   
established by the Board and any other domestic banking authority (and with     
respect to any Non-U.S. Lender, any foreign banking authority) to which the     
Administrative Agent or any Lender (including any branch, Affiliate or other    
fronting office making or holding a Loan) is subject for Eurocurrency           
Liabilities (as defined in Regulation D of the Board). Such reserve percentages 
shall include those imposed pursuant to such Regulation D. LIBOR Loans shall be 
deemed to constitute Eurocurrency Liabilities and to be subject to such reserve 
requirements without benefit of or credit for proration, exemptions or offsets  
which may be available from time to time to any Lender under such Regulation D. 
Statutory Reserves shall be adjusted automatically on and as of the effective   
date of any change in any reserve percentage.                                   

      "SUBORDINATED NOTES" shall mean (i) the $65,000,000 6.5% Convertible
Subordinated Notes due September 1, 2003, and all documents and instruments     
pursuant to which they were issued or related in any way thereto, (ii) the      
promissory notes issued or to be issued by Glasteel Parts and Services, Inc., a 
Subsidiary of the Borrower, to Pharaoh Corp. (and the associated subordinated   
guarantees of the Borrower with respect to each such note) pursuant to the Asset
Purchase Agreement dated as of February 28, 1995 between the Borrower and       
Pharaoh Corp., and all documents and instruments pursuant to which they were    
issued or related in any way thereto and (iii) the two Promissory Notes dated   
February 28, 1995 in the                                                        

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original principal amount of $1,917,857 each from Pfaudler, Inc. (a Subsidiary  
of the Borrower) to Ron Gale and Jan Gale, respectively, and the associated     
Subordinated Guaranty of the Borrower with respect to each such note of even    
date therewith, and all documents and instruments pursuant to which they were   
issued or related in any way thereto.                                           

        The term "SUBSIDIARY" shall mean, with respect to any person (referred
to in this definition as the "parent"), any corporation, partnership,           
association or other business entity (a) of which Capital Stock representing    
more than 50% of the aggregate ordinary voting power or more than 50% of the    
ownership interests is, at the time any determination is being made, owned,     
Controlled or held, or (b) which is, at the time any determination is made,     
otherwise Controlled, by (i) the parent, (ii) one or more subsidiaries of the   
parent or (iii) the parent and one or more subsidiaries of the parent.          

         "SUBSIDIARY" shall mean the subsidiaries of the Borrower existing as of
the Closing Date and listed on Schedule 3.08 and other subsidiaries of the      
Borrower that are permitted to be created or acquired hereafter pursuant to the 
express terms of this Agreement.                                                

       "SUPPLEMENTAL AGREEMENT" shall mean an agreement between a Subsidiary
and the Administrative Agent in the form attached hereto as Exhibit I, as       
amended from time to time.                                                      

     "SWINGLINE BORROWING" shall mean a Borrowing comprised of Swingline
Loans.                                                                          

   "SWINGLINE COMMITMENT" shall mean the commitment of the Swingline
Lender to make loans pursuant to Section 2.01(d) and Section 2.21, as the same  
may be reduced from time to time pursuant to Section 2.09.                      

     "SWINGLINE EXPOSURE" shall mean at any time the aggregate principal
amount at such time of all outstanding Swingline Loans. The Swingline Exposure  
of any Tranche A Lender at any time shall equal its Applicable Tranche A        
Percentage of the aggregate Swingline Exposure at such time.                    

"SWINGLINE LENDER" shall mean Bank One, Dayton, N.A., and its 
successors in such capacity.                                                    

    "SWINGLINE LOANS" shall mean any loan made by the Swingline Lender
pursuant to Section 2.01(d) and 2.21.                                           

"SWINGLINE NOTE" shall mean a promissory note of the Borrower,
substantially in the form of Exhibit A-3 hereto, evidencing Swingline Loans.    

      "SYNDICATION AGENT" shall mean NationsBank, N.A., in its capacity as
syndication agent and documentation agent for the Lenders hereunder, and its    
successors in such capacity.                                                    

 "TAXES" shall have the meaning assigned to such term in Section
2.19(a).                                                                        

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      "TOTAL DEBT" shall mean, as of any date, the aggregate amount of (a)
all Revolving Loans, Letters of Credit and Swingline Loans outstanding as of    
such date and (b) all other Indebtedness (other than (i) Interest Rate          
Protection Agreements permitted by Section 6.01(h), (ii) the obligations of the 
German Subsidiary with respect to its unfunded German pension plan and (iii)    
post retirement obligations of the Borrower and the Domestic Subsidiaries) of   
the Borrower and its Consolidated Subsidiaries as of such date, determined on a 
consolidated basis in accordance with GAAP, which by its terms or by the terms  
of any instrument or agreement relating thereto matures more than one year from 
the date of the initial creation thereof (including any current installment     
thereof due within one year of the date of determination); PROVIDED, THAT, Total
Debt shall include any Indebtedness which does not otherwise come within the    
foregoing definition but which is directly or indirectly renewable or extendible
at the option of the debtor to a date one year or more (including an option of  
the debtor under a revolving credit or similar agreement obligating the lender  
or lenders to extend credit over a period of one year or more) from the date of 
the initial creation thereof.                                                   

      "TRANCHE A EURODOLLAR BORROWING" shall mean a Borrowing comprised of
Tranche A Revolving Loans bearing interest at a rate based on the Adjusted LIBO 
Rate.                                                                           

     "TRANCHE A LENDER" shall mean any Lender making Tranche A Revolving
Loans.                                                                          

        "TRANCHE A REVOLVING CREDIT AVAILABILITY PERIOD" shall mean the period
from and including the Closing Date to but excluding the termination of the     
Tranche A Revolving Credit Commitments of the Lenders in accordance with the    
terms hereof.                                                                   

     "TRANCHE A REVOLVING CREDIT COMMITMENT" shall mean, with respect to
each Tranche A Lender, the commitment of such Tranche A Lender to make Tranche A
Revolving Loans hereunder as set forth on Schedule 2.01(a), or in the Assignment
and Acceptance pursuant to which such Tranche A Lender assumed its Tranche A    
Revolving Credit Commitment, as applicable, as the same may be (a) reduced from 
time to time pursuant to Section 2.09 and (b) reduced or increased from time to 
time pursuant to assignments by or to such Tranche A Lender pursuant to Section 
9.04.                                                                           

"TRANCHE A REVOLVING CREDIT FACILITY" shall mean the Tranche A
Revolving Loans, the Swingline Loans and the Letters of Credit provided or      
participated in by the Tranche A Lenders to the Borrower pursuant to this       
Agreement and the other Loan Documents.                                         

    "TRANCHE A REVOLVING CREDIT MATURITY DATE" shall mean November 26,
2001.                                                                           

       "TRANCHE A REVOLVING CREDIT NOTE" shall mean a promissory note of the
Borrower, substantially in the form of Exhibit A-1 hereto, evidencing Tranche A 
Revolving Loans.                                                                

        "TRANCHE A REVOLVING LOANS" shall mean the revolving loans made by the
Lenders to the Borrower pursuant to Section 2.01(a). Each Tranche A Revolving   
Loan shall be a LIBOR Loan or an ABR Loan.                                      

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      "TRANCHE B EURODOLLAR BORROWING" shall mean a Borrowing comprised of
Tranche B Revolving Loans bearing interest at a rate based on the Adjusted LIBO 
Rate.                                                                           

     "TRANCHE B LENDER" shall mean any Lender making Tranche B Revolving
Loans.                                                                          

        "TRANCHE B REVOLVING CREDIT AVAILABILITY PERIOD" shall mean the period
from and including the Closing Date to but excluding the termination of the     
Tranche B Revolving Credit Commitments of the Lenders in accordance with the    
terms hereof.                                                                   

     "TRANCHE B REVOLVING CREDIT COMMITMENT" shall mean, with respect to
each Tranche B Lender, the commitment of such Tranche B Lender to make Tranche B
Revolving Loans hereunder as set forth on Schedule 2.01(b), or in the Assignment
and Acceptance pursuant to which such Tranche B Lender assumed its Tranche B    
Revolving Credit Commitment, as applicable, as the same may be (a) reduced from 
time to time pursuant to Section 2.09 and (b) reduced or increased from time to 
time pursuant to assignments by or to such Tranche B Lender pursuant to Section 
9.04.                                                                           

"TRANCHE B REVOLVING CREDIT FACILITY" shall mean the Tranche B
Revolving Loans participated in by the Tranche B Lenders to the Borrower        
pursuant to this Agreement and the other Loan Documents.                        

    "TRANCHE B REVOLVING CREDIT MATURITY DATE" shall mean November 25,
1997; PROVIDED, THAT, if the Borrower requests and obtains a 364 day extension  
of the Tranche B Revolving Credit Facility pursuant to Section 2.09(f), the     
Tranche B Revolving Credit Maturity Date shall mean the date that is 364 days   
from the prior Tranche B Revolving Credit Maturity Date.                        

       "TRANCHE B REVOLVING CREDIT NOTE" shall mean a promissory note of the
Borrower, substantially in the form of Exhibit A-2 hereto, evidencing Tranche B 
Revolving Loans.                                                                

        "TRANCHE B REVOLVING LOANS" shall mean the revolving loans made by the
Lenders to the Borrower pursuant to Section 2.01(b). Each Tranche B Revolving   
Loan shall be a LIBOR Loan or an ABR Loan.                                      

      "TRANSFEREE" shall have the meaning assigned to such term in Section
2.19(a).                                                                        

      "TYPE" shall have the meaning assigned to such term in Section 1.03.

     "UK SUBSIDIARY" shall mean Robbins & Myers U.K. Limited, an English
corporation.                                                                    

  "UNRESTRICTED SUBSIDIARY" shall mean any Subsidiary other than a
Restricted Subsidiary.                                                          

    "VOTING STOCK" shall have the meaning assigned to such term in the
definition of "Change of Control".                                              

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        "WHOLLY OWNED SUBSIDIARY" shall mean, at any time, any Subsidiary, all
of the Capital Stock of which is at such time directly or indirectly owned by   
the Borrower.                                                                   

      SECTION 1.02. TERMS GENERALLY. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.       
Whenever the context may require, any pronoun shall include the corresponding   
masculine, feminine and neuter forms. The words "include", "includes" and       
"including" shall be deemed to be followed by the phrase "without limitation".  
All references herein to Articles, Sections, Exhibits and Schedules shall be    
deemed references to Articles and Sections of, and Exhibits and Schedules to,   
this Agreement unless the context shall otherwise require. Unless otherwise     
expressly provided herein, all terms of an accounting or financial nature used  
herein shall be interpreted in accordance with GAAP, as in effect from time to  
time; PROVIDED, THAT, for purposes of (a) making any calculation contemplated by
the provisions of Article II and (b) determining compliance with any covenant   
set forth in Article VI, such terms shall be construed in accordance with GAAP  
as in effect on the date of this Agreement applied on a basis consistent with   
the application used in preparing the audited financial statements of the       
Borrower referred to in Section 3.05.                                           

       SECTION 1.03. TYPES OF BORROWINGS. The term "Borrowing" refers to the
portion of the aggregate principal amount of Loans of any Class outstanding     
hereunder which bears interest of a specific Type and for a specific Interest   
Period pursuant to a notice of Borrowing pursuant to Section 2.03. Each Lender's
ratable share of each Borrowing is referred to herein as a separate "Loan".     
Borrowings and Loans hereunder are distinguished by "Class" and "Type". The     
"Class" of a Loan or of a Commitment to make such a Loan or of a Borrowing      
comprising such Loans refers to whether such Loan is a Tranche A Revolving Loan,
a Tranche B Revolving Loan or a Swingline Loan. The "Type" of a Loan refers to  
whether such Loan is an ABR Loan or a LIBOR Loan. Borrowings and Loans may (but 
need not) be identified both by Class and Type (E.G., a "LIBOR Tranche A        
Revolving Loan" is a Loan which is both a Tranche A Revolving Loan and a LIBOR  
Loan).                                                                          

ARTICLE II

 THE CREDITS

      SECTION 2.01. COMMITMENT TO MAKE LOANS. (a) Subject to the terms and
conditions and relying upon the representations and warranties herein set forth,
each Tranche A Lender agrees, severally and not jointly, to make Tranche A      
Revolving Loans to the Borrower, at any time and from time to time during the   
Tranche A Revolving Credit Availability Period, in an aggregate principal amount
at any one time outstanding not to exceed the excess, if any, of such Lender's  
Tranche A Revolving Credit Commitment set forth opposite its name on Schedule   
2.01(a) (as the same may be reduced from time to time pursuant to Section 2.09  
or changed from time to time pursuant to an assignment in accordance with       
Section 9.04) over the sum of its Applicable Tranche A Percentage of outstanding
and unpaid Tranche A Revolving Loans at such time, PLUS its Letter of Credit    
Exposure at such time PLUS its Swingline Exposure at such time.                 

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(b) Subject to the terms and conditions and relying upon the  
representations and warranties herein set forth, each Tranche B Lender agrees,  
severally and not jointly, to make Tranche B Revolving Loans to the Borrower, at
any time and from time to time during the Tranche B Revolving Credit            
Availability Period, in an aggregate principal amount at any one time           
outstanding not to exceed the excess, if any, of such Lender's Tranche B        
Revolving Credit Commitment set forth opposite its name on Schedule 2.01(b) (as 
the same may be reduced from time to time pursuant to Section 2.09 or changed   
from time to time pursuant to an assignment in accordance with Section 9.04),   
over its Applicable Tranche B Percentage of outstanding and unpaid Tranche B    
Revolving Loans at such time.                                                   

   (c) The Borrower may borrow, pay or prepay and reborrow Tranche A
Revolving Loans during the Tranche A Revolving Credit Availability Period and   
Tranche B Revolving Loans during the Tranche B Revolving Credit Availability    
Period, within the limits set forth in Section 2.01(a) and (b) and upon the     
other terms and subject to the other conditions and limitations set forth       
herein.                                                                         

(d) Subject to the terms and conditions and relying on the    
representations and warranties herein set forth, the Swingline Lender agrees to 
make loans to the Borrower, from time to time during the Tranche A Revolving    
Credit Availability Period, in an aggregate principal amount at any one time    
outstanding not to exceed the lesser of (i) $10,000,000 and (ii) the excess, if 
any, of the aggregate amount of all Lenders' Tranche A Revolving Credit         
Commitments, as the same may be reduced from time to time pursuant to Section   
2.09 or changed from time to time pursuant to an assignment in accordance with  
Section 9.04, over the sum of (A) the then outstanding and unpaid Tranche A     
Revolving Credit Loans, (B) the then outstanding aggregate Letter of Credit     
Exposure and (C) the then outstanding aggregate Swingline Exposure. Each        
Swingline Loan shall be in a principal amount that is an integral multiple of   
$100,000.                                                                       

       SECTION 2.02. LOANS. (a) Each Loan (other than Swingline Loans) shall
be made as part of a Borrowing consisting of Loans made by the Lenders ratably  
in accordance with their respective Tranche A Revolving Credit Commitments and  
Tranche B Revolving Credit Commitments, as the case may be, based on their      
Applicable Tranche A Percentage and Applicable Tranche B Percentage,            
respectively; PROVIDED, THAT, the failure of any Lender to make any Loan shall  
not in itself relieve any other Lender of its obligation to lend hereunder (it  
being understood, however, that no Lender shall be responsible for the failure  
of any other Lender to make any Loan required to be made by such other Lender). 
The Loans comprising any Borrowing (other than a Borrowing comprised of         
Swingline Loans) shall be in an aggregate principal amount which is (i) an      
integral multiple of $100,000 and not less than $500,000 in the case of LIBOR   
Loans and (ii) an integral multiple of $100,000 in the case of ABR Loans.       

 (b) A particular Borrowing (other than a Borrowing comprised of
Swingline Loans) shall consist solely of ABR Loans or LIBOR Loans as the        
Borrower may request pursuant to Section 2.03; PROVIDED, THAT, if an Event of   
Default or Default shall have occurred and be continuing (i) the Borrower shall 
not be entitled to request any LIBOR Loans and (ii) no Loans of any Type shall  
be made unless such Event of Default or Default shall have been waived in       
accordance with Section 9.08(b); PROVIDED, THAT, the                            

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Administrative Agent shall not be deemed liable to the Lenders for disbursing   
Loan proceeds received from a Lender if the Administrative Agent had no         
knowledge of the existence of a Default or Event of Default. Each Lender may at 
its option fulfill its Commitment with respect to any LIBOR Loan by causing any 
domestic or foreign branch or Affiliate of such Lender to make such Loan;       
PROVIDED, THAT, any exercise of such option shall not affect the obligation of  
the Borrower to repay such Loan in accordance with the terms of this Agreement  
and the applicable Note. Borrowings of more than one Type and LIBOR Loans       
bearing interest for more than one specific Interest Period may be outstanding  
at the same time; PROVIDED, THAT, the Borrower shall not be entitled to request 
any Borrowing or any continuation or conversion thereof which, if made, would   
result in an aggregate of more than ten separate LIBOR Loans of any Lender being
outstanding hereunder at any one time. For purposes of the foregoing, Loans     
having different Interest Periods, regardless of whether they commence on the   
same date, shall be considered separate Loans.                                  

        (c) All Swingline Loans shall be ABR Loans. No Swingline Loan shall be
a LIBOR Loan.                                                                   

         (d) Subject to Section 2.02(h) and Section 2.16, each Lender shall make
each Loan to be made by it hereunder on the proposed date thereof by wire       
transfer of immediately available funds to the Administrative Agent in Dayton,  
Ohio, not later than 4:00 p.m., Eastern Standard Time, and the Administrative   
Agent shall by 6:00 p.m., Eastern Standard Time, credit or wire transfer the    
amounts so received to an account in the name of the Borrower maintained with   
the Administrative Agent or, if a Borrowing shall not occur on such date because
any condition precedent herein specified shall not have been met, return the    
amounts so received to the respective Lenders.                                  

        (e) If the Administrative Agent has not received from the Borrower the
payment required by Section 2.22(g) by 2:00 p.m., Eastern Standard Time, on the 
date of notice from the Issuing Bank that payment of a draft presented under any
Letter of Credit has been or will be made, as provided in Section 2.22(g), the  
Administrative Agent will promptly notify the Issuing Bank and each Lender of   
the Letter of Credit Disbursement and, in the case of each Lender, its pro rata 
portion of such Letter of Credit Disbursement. Not later than 10:00 a.m.,       
Eastern Standard Time, on the next Business Day, each Lender shall make         
available its pro rata share (based on such Lender's Applicable Tranche A       
Percentage) of such Letter of Credit Disbursement, in Federal or other funds    
immediately available in Dayton, Ohio, to the Administrative Agent at its       
address set forth in Section 9.01, and the Administrative Agent will promptly   
make such funds available to the Issuing Bank. The Administrative Agent will    
promptly remit to each Lender that shall have made such funds available its pro 
rata portion (based on such Lender's Applicable Tranche A Percentage) of any    
amounts subsequently received by the Administrative Agent from the Borrower in  
respect of such Letter of Credit Disbursement.                                  

       (f) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing, or prior to the time of any required 
payment by any Lender in respect of a Letter of Credit Disbursement, that such  
Lender will not make available to the Administrative Agent such Lender's portion
of such Borrowing or payment, the Administrative Agent may assume that such     
Lender has made such portion available to                                       

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the Administrative Agent on the date of such Borrowing or payment in accordance 
with Section 2.02(a), and the Administrative Agent may, in reliance upon such   
assumption, make available to the Borrower or the Issuing Bank, as the case may 
be, on such date a corresponding amount. If and to the extent that such Lender  
shall not have made such portion available to the Administrative Agent, such    
Lender and the Borrower severally agree to repay to the Administrative Agent    
forthwith on demand such corresponding amount together with interest thereon,   
for each day from the date such amount is made available to the Borrower or the 
Issuing Bank (or, if the Administrative Agent and the Issuing Bank are the same 
person, from the date of such payment in respect of a Letter of Credit          
Disbursement), as applicable, until the date such amount is repaid to the       
Administrative Agent at, (i) in the case of the Borrower, the interest rate     
applicable thereto pursuant to Section 2.06 or 2.22(g), as applicable, and (ii) 
in the case of such Lender, the Federal Funds Effective Rate. If such Lender    
shall repay to the Administrative Agent such corresponding amount in respect of 
a Borrowing, such amount shall constitute such Lender's Loan as part of such    
Borrowing for purposes of this Agreement.                                       

         (g) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request any Eurodollar Borrowing if the Interest Period
requested with respect thereto would end after the Tranche A Revolving Credit   
Maturity Date or the Tranche B Revolving Credit Maturity Date, as applicable.   
Any Revolving Credit Borrowing which cannot be refinanced as a Eurodollar       
Borrowing by reason of the preceding sentence shall be automatically converted  
at the end of the Interest Period in effect for such Borrowing into an ABR      
Borrowing.                                                                      

        (h) The Borrower may refinance all or any part of any Revolving Credit
Borrowing with a Revolving Credit Borrowing of the same or a different Type,    
upon the terms and subject to the conditions and limitations set forth in this  
Agreement. Any Revolving Credit Borrowing or part thereof so refinanced shall be
deemed for all purposes to be simultaneously repaid or prepaid in accordance    
with Section 2.04 or 2.12, as applicable, with the proceeds of a new Revolving  
Credit Borrowing and the proceeds of such new Revolving Credit Borrowing (to the
extent they do not exceed the principal amount of the Borrowing being           
refinanced) shall not be paid by the Lenders to the Administrative Agent or by  
the Administrative Agent to the Borrower pursuant to Section 2.02(d).           

     SECTION 2.03. NOTICE OF BORROWINGS. In order to request a Borrowing
(other than a Swingline Loan), the Borrower shall give the Administrative Agent 
written or telecopy notice (or telephone notice promptly confirmed in writing or
by telecopy) (a) in the case of a Eurodollar Borrowing, not later than 12:00    
noon, Eastern Standard Time, two Business Days before a proposed Borrowing and  
(b) in the case of an ABR Borrowing, not later than 12:00 noon, Eastern Standard
Time, on the Business Day of a proposed Borrowing. Any such notice of Borrowing 
shall be irrevocable, shall be substantially in the form of Exhibit J hereto,   
and shall in each case refer to this Agreement and specify (i) whether the      
Borrowing then being requested is to be a Eurodollar Borrowing or an ABR        
Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and  
the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing,
the Interest Period with respect thereto. If no election as to the Type of      
Borrowing is specified in any such notice, then the requested Borrowing shall be
an ABR Borrowing. If no Interest Period with respect to any Eurodollar          

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Borrowing is specified in any such notice, then the Borrower shall be deemed to 
have selected an Interest Period of one month's duration. If the Borrower shall 
not have given notice in accordance with this Section 2.03 of its election to   
refinance a Revolving Credit Borrowing prior to the end of the Interest Period  
in effect for such Borrowing, then the Borrower shall (unless such Borrowing is 
repaid at the end of such Interest Period) be deemed to have given notice of an 
election to refinance such Borrowing with an ABR Borrowing. The Administrative  
Agent shall, by 2:00 p.m. Eastern Standard Time, on the day it receives a notice
hereunder from the Borrower, advise the applicable Lenders of any notice given  
pursuant to this Section 2.03 and of each Lender's portion of the requested     
Borrowing.                                                                      

      SECTION 2.04. NOTES; REPAYMENT OF LOANS. (a) The Tranche A Revolving
Loans made by each Lender shall be evidenced by a Tranche A Revolving Credit    
Note, duly executed and delivered on behalf of the Borrower, dated the Closing  
Date, substantially in the form attached hereto as Exhibit A-1, with the blanks 
appropriately filled, payable to the order of such Lender in a principal amount 
equal to such Lender's Tranche A Revolving Credit Commitment. The outstanding   
principal balance of each Tranche A Revolving Loan, as evidenced by each        
applicable Tranche A Revolving Credit Note, shall be payable on the last day of 
the Interest Period applicable to such Tranche A Revolving Loan and on the      
Tranche A Revolving Credit Maturity Date, and shall bear interest from the date 
of the first Borrowing hereunder on the outstanding principal balance thereof as
set forth in Section 2.06. Each Lender shall, and is hereby authorized by the   
Borrower to, endorse on the schedule attached to each Tranche A Revolving Credit
Note delivered to such Lender (or on a continuation of such schedule attached to
such Tranche A Revolving Credit Note and made a part thereof), or otherwise to  
record in such Lender's internal records, an appropriate notation evidencing the
date and amount of each applicable Loan from such Lender, each payment and      
prepayment of principal of any such Loan, each payment of interest on any such  
Loan and the other information provided for on such schedule; PROVIDED, THAT,   
the failure of any Lender to make such a notation or any error therein shall not
affect the obligation of the Borrower to repay the Loans made by such Lender in 
accordance with the terms of this Agreement and the applicable Tranche A        
Revolving Credit Notes.                                                         

(b) The Tranche B Revolving Loans made by each Lender shall be
evidenced by a Tranche B Revolving Credit Note, duly executed and delivered on  
behalf of the Borrower, dated the Closing Date, substantially in the form       
attached hereto as Exhibit A-2, with the blanks appropriately filled, payable to
the order of such Lender in a principal amount equal to such Lender's Tranche B 
Revolving Credit Commitment. The outstanding principal balance of each Tranche B
Revolving Loan, as evidenced by the applicable Tranche B Revolving Credit Note, 
shall be payable on the last day of the Interest Period applicable to such      
Tranche B Revolving Loan and on the Tranche B Revolving Credit Maturity Date,   
and shall bear interest from the date of the first Borrowing hereunder on the   
outstanding principal balance thereof as set forth in Section 2.06. Each Lender 
shall, and is hereby authorized by the Borrower to, endorse on the schedule     
attached to each Tranche B Revolving Credit Note delivered to such Lender (or on
a continuation of such schedule attached to such Tranche B Revolving Credit Note
and made a part thereof), or otherwise to record in such Lender's internal      
records, an appropriate notation evidencing the date and amount of each         
applicable Tranche B Revolving Loan from such Lender, each payment and          
prepayment of principal of                                                      

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any such Loan, each payment of interest on any such Loan and the other          
information provided for on such schedule; PROVIDED, THAT, the failure of any   
Lender to make such a notation or any error therein shall not affect the        
obligation of the Borrower to repay the Tranche B Revolving Loans made by such  
Lender in accordance with the terms of this Agreement and the applicable Tranche
B Revolving Credit Notes.                                                       

         (c) The Swingline Loans made by the Swingline Lender shall be evidenced
by a Swingline Note, duly executed and delivered on behalf of the Borrower,     
substantially in the form attached hereto as Exhibit A-3, with the blanks       
appropriately filled, payable to the order of the Swingline Lender in a         
principal amount equal to the Swingline Commitment. The outstanding principal   
balance of each Swingline Loan, as evidenced by the applicable Swingline Note,  
shall be payable on the last day of the Interest Period applicable to such      
Swingline Loan and on the Tranche A Revolving Credit Maturity Date. The         
Swingline Note shall bear interest from the date of the first Borrowing         
hereunder on the outstanding principal balance thereof as set forth in Section  
2.06. The Swingline Lender shall, and is hereby authorized by the Borrower to,  
endorse on the schedule attached to the Swingline Note (or on a continuation of 
such schedule attached to the Swingline Note and made a part thereof), or       
otherwise to record in the Swingline Lender's internal records, an appropriate  
notation evidencing the date and amount of each applicable Swingline Loan from  
the Swingline Lender, each payment and prepayment of principal of any Swingline 
Loan, each payment of interest on any such Loan and the other information       
provided for on such schedule; PROVIDED, THAT, the failure of the Swingline     
Lender to make such a notation or any error therein shall not affect the        
obligation of the Borrower to repay the Swingline Loans made by the Swingline   
Lender in accordance with the terms of this Agreement and the Swingline Note.   

      SECTION 2.05. FEES. (a) The Borrower shall pay to the Administrative
Agent for the account of each Lender, on the last day of March, June, September 
and December in each year and on the date on which the Revolving Credit         
Commitment of such Lender shall expire or be terminated as provided herein, a   
commitment fee (a "Commitment Fee") on the average daily unused amount of (x)   
the Tranche A Revolving Credit Commitment (for purposes of this calculation     
only, outstanding Swingline Borrowings in which the Swingline Lender has not    
required the other Lenders to participate pursuant to Section 2.21(c), shall not
be considered as usage of their respective Tranche A Revolving Credit           
Commitments, except that such Swingline Borrowings shall count as usage of the  
Swingline Lender's Tranche A Revolving Credit Commitment) (as the same may be   
reduced from time to time pursuant to Section 2.09) and (y) the Tranche B       
Revolving Credit Commitment (as the same may be reduced from time to time       
pursuant to Section 2.09), of such Lender (as applicable) during the preceding  
quarter (or shorter period commencing with the Closing Date or ending with the  
date on which the Tranche A Revolving Credit Commitment or Tranche B Revolving  
Credit Commitment of such Lender, as the case may be, shall be terminated),     
equal to (i) with respect to Tranche A Revolving Credit Commitments (A) during  
any Level I Pricing Period, 0.125% per annum; (B) during any Level II Pricing   
Period, 0.150% per annum; (C) during any Level III Pricing Period, 0.200% per   
annum; (D) during any Level IV Pricing Period, 0.250% per annum; (E) during any 
Level V Pricing Period, 0.300% per annum; and (F) during any Level VI Pricing   
Period, 0.375% per annum; and (ii) with respect to Tranche B Revolving Credit   
Commitments, (A) during any Level I Pricing Period, 0.080% per annum; (B) during
any Level II Pricing Period, 0.100% per annum; (C) during any Level III         

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Pricing Period, 0.125% per annum; (D) during any Level IV Pricing Period, 0.150%
per annum; (E) during any Level V Pricing Period, 0.200% per annum; and (F)     
during any Level VI Pricing Period, 0.250% per annum. All Commitment Fees shall 
be computed on the basis of the actual number of days elapsed in a year of 360  
days. The Commitment Fees due to each Lender shall commence to accrue on the    
Closing Date and cease to accrue on the date on which the Revolving Credit      
Commitment of such Lender shall be terminated as provided herein.               

    (b) The Borrower shall pay to the Administrative Agent (i) for the
account of each Tranche A Lender, on the last day of March, June, September and 
December of each year and on the date on which the Tranche A Revolving Credit   
Commitment of such Lender shall expire or be terminated as provided herein, a   
letter of credit fee (a "LETTER OF CREDIT FEE") equal to (A) such Lender's      
Applicable Tranche A Percentage of the aggregate Letter of Credit Exposure      
(excluding the portion thereof attributable to unreimbursed Letter of Credit    
Disbursements) existing as of the first day of the quarter then ended (or       
shorter period commencing with the Closing Date or ending with the date on which
all Letters of Credit have been canceled or have expired and the Tranche A      
Revolving Credit Commitments of all Tranche A Lenders shall have been           
terminated) plus the face amount of each Letter of Credit issued during such    
quarter (or shorter period commencing with the Closing Date or ending with the  
date on which all Letters of Credit have been canceled or have expired and the  
Tranche A Revolving Credit Commitments of all Tranche A Lenders shall have been 
terminated) multiplied by (B) a per annum rate equal to the Applicable LIBOR    
Margin in effect from time to time during such period, and (ii) for the account 
of the Issuing Bank, on the last day of March, June, September and December of  
each year, a fronting fee (a "FRONTING FEE") of 0.125% per annum on the sum of  
(A) the aggregate Letter of Credit Exposure (excluding the portion thereof      
attributable to unreimbursed Letter of Credit Disbursements) existing as of the 
first day of the quarter then ended (or shorter period commencing with the date 
hereof or ending with the Tranche A Revolving Credit Maturity Date) and (B) the 
face amount of each Letter of Credit issued during such quarter and, with       
respect to each Letter of Credit, any other customary fees of the Issuing Bank  
agreed upon by the Borrower and Issuing Bank in connection with the issuance,   
amendment or transfer of any Letter of Credit or any Letter of Credit           
Disbursement. All Letter of Credit Fees and Fronting Fees shall be computed on  
the basis of the actual number of days elapsed in a year of 360 days.           

       (c) The Borrower agrees to pay to the Agents, for their own accounts,
the fees set forth in the Fee Letter dated October 2, 1996 among NCMI, the      
Agents and the Borrower and in the applicable provisions of the Commitment      
Letter dated October 2, 1996 among such parties (together, the "FEE LETTER") in 
the amounts and on the dates provided in the Fee Letter. Such fees shall be in  
addition to reimbursement of the Agents' reasonable out-of-pocket expenses.     

       (d) All Fees shall be paid on the dates due, in immediately available
funds. Once paid, none of the Fees shall be refundable under any circumstances  
(absent manifest error).                                                        

   SECTION 2.06. INTEREST ON LOANS. (a) Subject to the provisions of
Section 2.07, each Revolving Loan and each Swingline Loan comprising an ABR     
Borrowing shall bear                                                            

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interest for each day from the date such Loan is made until it becomes due      
(computed on the basis of the actual number of days elapsed over a year of 365  
or 366 days, as the case may be when determined by reference to the Prime Rate  
and over a year of 360 days at all other times) at a rate per annum equal to the
Alternate Base Rate, plus the Applicable ABR Margin in effect from time to time 
for such Class of Loan. So long as any ABR Borrowing is outstanding, the        
Administrative Agent shall promptly notify the Borrower of any change in the    
Prime Rate.                                                                     

    (b) Subject to the provisions of Section 2.07, each Revolving Loan
comprising a Eurodollar Borrowing shall bear interest for each day from the date
such Loan is made until it becomes due (computed on the basis of the actual     
number of days elapsed over a year of 360 days) at a rate per annum equal to the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing, plus   
the Applicable LIBOR Margin in effect from time to time for such Class of Loan. 

     (c) Each Level I Pricing Period, Level II Pricing Period, Level III
Pricing Period, Level IV Pricing Period, Level V Pricing Period or Level VI     
Pricing Period (each a "Pricing Period") shall commence on (and include) the    
date that is the first day of the third month following the end of each Fiscal  
Quarter of the Borrower and shall terminate on the day before the beginning of  
the next Pricing Period. Notwithstanding the foregoing, in the event the        
Borrower has failed to deliver any Required Financial Statements when due in    
accordance with Section 5.04, a Level VI Pricing Period shall be deemed to be in
effect beginning as of the first day of the third month following the end of the
Fiscal Quarter for which any Required Financial Statement was not timely        
delivered and such Level VI Pricing Period shall remain effective until a Fiscal
Quarter in which Borrower has delivered the Required Financial Statements when  
due in accordance with Section 5.04, and then the applicable Pricing Period as  
determined pursuant hereto with reference to the Required Financial Statements  
shall become effective on the date determined above.                            

    (d) Interest on each Loan shall be payable on the Interest Payment
Dates applicable to such Loan, except as otherwise provided in this Agreement.  
The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest      
Period or day within an Interest Period, as the case may be, shall be determined
by the Administrative Agent in good faith, and such determination shall be      
conclusive absent manifest error.                                               

    SECTION 2.07. DEFAULT INTEREST. If and for so long as any Event of
Default shall have occurred and be continuing, interest shall accrue, to the    
extent permitted by applicable law, on the outstanding amount of all Obligations
during the period from (and including) the date of such Event of Default to (but
not including) the date of actual payment (after as well as before judgment) at 
(a) in the case of principal of or interest on any Loan, the rate per annum     
(computed on the basis of the actual number of days elapsed over a year of 365  
or 366 days, as the case may be, when determined by reference to the Prime Rate 
and over a year of 360 days at all other times) applicable to such Loan during  
such period pursuant to Section 2.06, plus 2.00% or (b) in the case of any other
amount, a rate per annum (computed on the basis of the actual number of days    
elapsed over a year of 365 or 366 days, as the case may be, when determined by  
reference to the Prime Rate and over a year of 360 days at all other times)     
equal to the rate applicable to ABR Loans during such period                    

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pursuant to Section 2.06, plus 2.00%. The Borrower shall pay all such accrued   
but unpaid interest from time to time upon demand.                              

     SECTION 2.08. ALTERNATE RATE OF INTEREST. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any    
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have  
reasonably determined that dollar deposits in the principal amounts of the Loans
comprising such Borrowing are not generally available in the applicable         
interbank market, or that the rates at which such dollar deposits are being     
offered will not adequately and fairly reflect the cost to the Lenders of making
or maintaining LIBOR Loans during such Interest Period, or that reasonable means
do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent  
shall, as soon as practicable thereafter, give written or telecopy notice of    
such determination to the Borrower and the Lenders. In the event of any such    
determination, any request by the Borrower for a Eurodollar Borrowing pursuant  
to Section 2.03 or 2.10 shall, until the Administrative Agent shall have advised
the Borrower and the Lenders that the circumstances giving rise to such notice  
no longer exist, be deemed to be a request for an ABR Borrowing. Each           
determination by the Administrative Agent hereunder shall be conclusive absent  
manifest error.                                                                 

      SECTION 2.09. TERMINATION AND REDUCTION OF COMMITMENTS; EXTENSION OF
COMMITMENTS. (a) The Tranche A Revolving Credit Commitments and the Swingline   
Commitment shall be automatically terminated at 5:00 p.m., Eastern Standard     
Time, on (i) November 27, 1996, if the first Borrowing hereunder in accordance  
with Article IV has not occurred by such date, and (ii) otherwise, the Tranche A
Revolving Credit Maturity Date.                                                 

       (b) The Tranche B Revolving Credit Commitments shall be automatically
terminated at 5:00 p.m., Eastern Standard Time, on (i) November 27, 1996, if the
first Borrowing of any Class hereunder in accordance with Article IV has not    
occurred by such date, and (ii) otherwise, the Tranche B Revolving Credit       
Maturity Date.                                                                  

    (c) Upon at least five Business Days' prior irrevocable written or
telecopy notice to the Administrative Agent, the Borrower may at any time in    
whole permanently terminate, or in part permanently reduce, the Revolving Credit
Commitments; PROVIDED, THAT, (i) each partial reduction of the Revolving Credit 
Commitments shall be in a minimum aggregate principal amount which is an        
integral multiple of $500,000 and not less than $1,000,000, and (ii) the        
aggregate of Tranche A Revolving Credit Commitment shall not be reduced to an   
amount that is less than the aggregate Letter of Credit Exposure at that time.  

      (d) On the date of each mandatory payment or prepayment of Loans (or
provision of cash collateral in respect of Letters of Credit) in accordance with
Sections 2.11(c) or (d), the Revolving Credit Commitments shall be permanently  
reduced by an aggregate amount equal to the amount of such required payment or  
prepayment (or provision of cash collateral).                                   

      (e) Each reduction in the Revolving Credit Commitments shall be made
ratably among the Lenders in accordance with their respective Revolving Credit  
Commitments and                                                                 

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each such reduction shall proportionately reduce the Swingline Commitment. The  
Borrower shall pay to the Administrative Agent for the account of the Lenders,  
on the date of each termination or reduction of the Revolving Credit            
Commitments, the Commitment Fees on the amount of the Revolving Credit          
Commitments so terminated or reduced accrued to the date of such termination or 
reduction.                                                                      

       (f) The Borrower shall have the option to request an extension of the
Tranche B Revolving Credit Maturity Date by 364 days on an annual basis;        
provided, that, in no event shall the Tranche B Revolving Credit Maturity Date  
be extended beyond the Tranche A Revolving Credit Maturity Date. In the event   
the Borrower desires to extend the maturity of the Tranche B Revolving Credit   
Facility, the Borrower shall give written notice of such request to the         
Administrative Agent not less than 90 days before the then scheduled termination
of the Tranche B Revolving Credit Facility. The Administrative Agent shall give 
the Lenders prompt written notice of the receipt of any such request. In the    
event the Administrative Agent obtains the written consent of at least 66.67% of
the Tranche B Revolving Credit Commitments, but not the unanimous consent of all
Tranche B Lenders, within 30 days after the date of the Borrower's request for  
such extension (any Lender failing to give consent being referred to herein as a
"DISSENTING LENDER"), the Administrative Agent shall so notify the Borrower and 
the Borrower shall have the right to replace any Dissenting Lender by causing   
such Lender to transfer and assign all its interests, rights and obligations    
under this Agreement to another financial institution pursuant to Section 2.20; 
PROVIDED, THAT, any transfer or assignment must occur prior to 30 days before   
the scheduled termination of the Tranche B Revolving Credit Facility and the    
transferee must be willing to consent to the requested extension. Any request to
extend the Tranche B Revolving Credit Facility (in whole or in part as provided 
below) shall be granted if, and only if, (i) no Default or Event of Default     
exists (either at the time of Borrower's request for extension, or any time     
subsequent thereto and prior to the then scheduled termination of the Tranche B 
Revolving Credit Facility) and (ii) the Administrative Agent shall have received
the written consent of Lenders holding at least 66.67% of the Tranche B         
Revolving Credit Commitments within 30 days of the Borrower's written request;  
otherwise, the Tranche B Revolving Credit Maturity Date shall not be extended.  
If the conditions to an extension of the Tranche B Revolving Credit Maturity    
Date as set forth in clauses (i) and (ii) above are met, then (I) the Tranche B 
Revolving Credit Maturity Date shall be extended as to all Tranche B Revolving  
Credit Commitments of Tranche B Lenders that consented to such extension and all
Lenders that acquired Tranche B Revolving Credit Commitments of Dissenting      
Lenders pursuant to the procedures set forth in this Section 2.09(f), and (II)  
the Tranche B Revolving Credit Commitments shall be permanently reduced by an   
amount equal to all Tranche B Revolving Credit Commitments of the Dissenting    
Lenders not assigned to other financial institutions pursuant to this Section   
2.09(f). It is understood and agreed that no consenting Lender shall be required
to increase its Tranche B Revolving Credit Commitment under any circumstances.  
Notwithstanding the foregoing, it is further understood and agreed that at no   
time shall the Tranche B Lenders be obligated to extend the Tranche B Revolving 
Credit Maturity Date, unless at least an aggregate total of $33,335,000 in total
aggregate Tranche B Revolving Credit Commitments are to be extended pursuant    
hereto. Each Lender shall respond in writing to the Administrative Agent within 
30 days of Borrower's written request for an extension.                         

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        SECTION 2.10. CONVERSION AND CONTINUATION OPTIONS. Except with respect
to Borrowings comprised of Swingline Loans, as to which this Section 2.10 shall 
not apply, the Borrower shall have the right at any time upon prior irrevocable 
notice to the Administrative Agent (a) not later than 12:00 noon, Eastern       
Standard Time, on the day of conversion, to convert any Eurodollar Borrowing    
into an ABR Borrowing, (b) not later than 12:00 noon, Eastern Standard Time, two
Business Days prior to conversion or continuation, to convert any ABR Borrowing 
into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a        
Eurodollar Borrowing for an additional Interest Period and (c) not later than   
12:00 noon, Eastern Standard Time, two Business Days prior to conversion, to    
convert the Interest Period with respect to any Eurodollar Borrowing to another 
permissible Interest Period, subject in each case to the following:             

              (i) each conversion or continuation shall be made pro rata
       among the Lenders in accordance with the respective principal amounts
of the Loans comprising the converted or continued Borrowing; 

         (ii) the aggregate principal amount of such Borrowing
        converted into or continued as (A) a Eurodollar Borrowing, shall be an
        integral multiple of $100,000 and not less than $500,000 or (B) an ABR
 Borrowing, shall be the lesser of (I) the remaining outstanding
     principal amount of such Borrowing and (II) an integral multiple of
$100,000;                                                     

              (iii) each conversion or continuation shall be effected by
     each Lender by applying the proceeds of the new Loan of such Lender
        resulting from such conversion or continuation to the Loan (or portion
thereof) of such Lender being converted or continued;         

              (iv) accrued interest on a LIBOR Loan (or portion thereof)
        being converted or continued shall be paid by the Borrower at the time
of conversion;                                                

                  (v) if any Eurodollar Borrowing is converted or continued at a
        time other than the end of the Interest Period applicable thereto, the
 Borrower shall pay, upon demand, any amounts due to the Lenders
pursuant to Section 2.15;                                     

              (vi) any portion of a Borrowing maturing or required to be
         repaid in less than one month may not be converted into or continued as
a Eurodollar Borrowing; and                                   

               (vii) any portion of a Eurodollar Borrowing which cannot be
    converted into or continued as a Eurodollar Borrowing by reason of
      clause (vi) above shall be automatically converted at the end of the
     Interest Period in effect for such Borrowing into an ABR Borrowing.

       Each notice pursuant to this Section 2.10 shall be irrevocable, shall
be in substantially the form of Exhibit J hereto and shall in each case refer to
this Agreement and specify (I) the principal amount, the Class, the Type and, in
the case of a Eurodollar Borrowing, the Interest Period of the Borrowing that   
the Borrower requests be converted or continued,                                

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(II) whether such Borrowing is to be converted to or continued as a Eurodollar  
Borrowing or an ABR Borrowing, (III) if such notice requests a conversion, the  
date of such conversion (which shall be a Business Day) and (IV) if such        
Borrowing is to be converted to or continued as a Eurodollar Borrowing, the     
Interest Period with respect thereto. If no Interest Period is specified in any 
such notice with respect to any conversion to or continuation as a Eurodollar   
Borrowing, the Borrower shall be deemed to have selected an Interest Period of  
one month's duration. The Administrative Agent shall advise the other Lenders of
any notice given pursuant to this Section 2.10 and of each Lender's portion of  
any converted or continued Borrowing. If the Borrower shall not have given      
notice in accordance with this Section 2.10 to continue any Borrowing into a    
subsequent Interest Period (and shall not otherwise have given notice in        
accordance with this Section 2.10 to convert such Borrowing), such Borrowing    
shall, at the end of the Interest Period applicable thereto (unless repaid      
pursuant to the terms hereof), automatically be continued into a new Interest   
Period as an ABR Borrowing.                                                     

SECTION 2.11. MANDATORY REPAYMENTS AND PREPAYMENTS.           

    (a) On the Tranche A Maturity Date, all Tranche A Revolving Credit
Borrowings and all Swingline Borrowings shall be due and payable to the extent  
not previously paid and all Letter of Credit Exposure (if any) shall be         
terminated or cash collateralized in a manner satisfactory to the Agents.       

    (b) On the Tranche B Maturity Date, all Tranche B Revolving Credit
Borrowings shall be due and payable to the extent not previously paid.          

       (c) In the event and on each occasion that a Prepayment Event occurs,
the Borrower shall give to the Administrative Agent written or telecopy notice  
of such event, the amount of Net Cash Proceeds expected to be received therefrom
and the expected schedule for receiving such proceeds. On the date of receipt by
the Borrower or any Subsidiary of Net Cash Proceeds from such Prepayment Event, 
the Borrower shall prepay Loans in an aggregate principal amount equal to the   
lesser of (x) 100% of such Net Cash Proceeds received and (y) the amount of Net 
Cash Proceeds required to reduce the Commitments (as contemplated by Section    
2.09(d)) to, but not below, $100,000,000; PROVIDED, THAT in the case of an Asset
Sale, (i) no such prepayment shall be required unless the aggregate amount of   
Net Cash Proceeds received from such Asset Sale and all other Asset Sales       
occurring during the same Fiscal Year of the Borrower equals or exceeds         
$1,000,000 and (ii) any such receipt of Net Cash Proceeds that would otherwise  
result in prepayment of a lesser amount under this subparagraph (c) shall       
cumulate until the aggregate amount of such Net Cash Proceeds received and not  
yet applied equals or exceeds $1,000,000, at which time such prepayment shall be
made.                                                                           

         (d) In the event and on each occasion that the sum of (i) the aggregate
outstanding principal amount of Tranche A Revolving Credit Loans, (ii) the      
aggregate Letter of Credit Exposure, and (iii) the aggregate Swingline Exposure 
(collectively, the "TRANCHE A EXPOSURE") exceeds the aggregate amount of the    
Tranche A Revolving Credit Commitments at such time, the Borrower shall         
immediately prepay Tranche A Revolving Loans such that the aggregate Tranche A  
Exposure is equal to or less than the aggregate Tranche A                       

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Revolving Credit Commitments. Similarly, in the event and on each occasion that 
the aggregate outstanding principal amount of Tranche B Revolving Loans exceeds 
the aggregate amount of the Tranche B Revolving Credit Commitments at that time,
the Borrower shall immediately prepay Tranche B Revolving Loans such that the   
aggregate outstanding Tranche B Revolving Loans are equal to or less than the   
aggregate Tranche B Revolving Credit Commitments.                               

     (e) All mandatory prepayments under Section 2.11(c) or (d) shall be
applied (to the extent applicable) (i) FIRST, to reduce the outstanding         
principal amount of the Tranche A Revolving Credit Loans (ii) SECOND, to reduce 
the Tranche B Revolving Loans and (iii) to the extent that the remaining amount 
of such prepayment is greater than the aggregate principal amount of outstanding
Loans, to provide cash collateral in respect of the Letters of Credit (and      
thereupon such cash shall be deemed to reduce the Letter of Credit Exposure for 
purposes of this Section 2.11(e)). Subject to the foregoing provisions, any     
mandatory prepayment of Loans of any Class pursuant to Section 2.11(c) or (d)   
shall be applied to prepay all ABR Loans of such Class before any LIBOR Loans of
such Class are prepaid.                                                         

      (f) Each payment of Borrowings pursuant to this Section 2.11 (except
partial prepayments of ABR Borrowings) shall be accompanied by accrued interest 
on the principal amount paid to but excluding the date of payment. All payments 
under this Section 2.11 shall be subject to Section 2.15, but otherwise shall be
without premium or penalty.                                                     

         SECTION 2.12. OPTIONAL PREPAYMENTS. (a) Subject to Section 2.12(b), the
Borrower shall have the right at any time and from time to time to prepay any   
LIBOR Loans, in whole or in part, upon giving prior written or telecopy notice  
(or telephone notice promptly confirmed by written or telecopy notice) to the   
Administrative Agent, at least three Business Days prior to the date of         
prepayment; PROVIDED, THAT each partial prepayment of LIBOR Loans shall be in an
amount which is an integral multiple of $500,000 and not less than $1,000,000   
and a partial prepayment of a Eurodollar Borrowing under this Section 2.12(a)   
shall not be made that would result in the remaining aggregate outstanding      
principal amount thereof being less than $500,000. Each notice of prepayment    
shall specify the prepayment date, the Class, the Type, the Interest Period of  
the Borrowing to be prepaid and the principal amount thereof to be prepaid,     
shall be irrevocable and shall commit the Borrower to prepay such Borrowing by  
the amount stated therein on the date stated therein.                           

         (b) All prepayments under this Section 2.12 shall be subject to Section
2.15 but otherwise shall be without premium or penalty. All prepayments under   
this Section 2.12 shall be accompanied by accrued interest on the principal     
amount being prepaid to, but excluding, the date of payment.                    

  SECTION 2.13. RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES. (a)
Notwithstanding any other provision of this Agreement, if after the date of this
Agreement any change in applicable law or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the           
interpretation or administration thereof (whether or not having the force of    
law) shall change the basis of taxation of payments to any Lender or the Issuing
Bank of the principal of or interest on any LIBOR Loan made by such Lender or   
any Fees or other amounts payable hereunder (other                              

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than changes in respect of taxes imposed on the overall net income of such      
Lender or the Issuing Bank by the jurisdiction in which such Lender or the      
Issuing Bank has its principal office or by any state of the United States or by
any political subdivision or taxing authority therein), or shall impose, modify 
or deem applicable any reserve, special deposit or similar requirement against  
assets of, deposits with or for the account of or credit extended by any Lender 
or the Issuing Bank (except any such reserve requirement that is reflected in   
the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or   
the applicable interbank market any other condition affecting this Agreement or 
LIBOR Loans made by such Lender or any Letter of Credit or participation        
therein, and the result of any of the foregoing shall be to increase the cost to
such Lender or the Issuing Bank of making or maintaining any LIBOR Loan or      
increase the cost to any Lender of issuing or maintaining any Letter of Credit  
or purchasing or maintaining a participation therein or to reduce the amount of 
any sum received or receivable by such Lender (or Affiliate or parent thereof   
which fairly allocates any such increase to the Lender) or the Issuing Bank     
hereunder (whether of principal, interest or otherwise) by an amount deemed by  
such Lender or the Issuing Bank to be material, then the Borrower will pay to   
such Lender or the Issuing Bank, as the case may be, upon demand such additional
amount or amounts as will compensate such Lender or the Issuing Bank, as the    
case may be, for such additional costs actually incurred or reduction suffered. 

      (b) If any Lender or the Issuing Bank shall have determined that the
adoption after the date hereof of any law, rule, regulation, agreement or       
guideline regarding capital adequacy, or any change after the date hereof in any
such law, rule, regulation, agreement or guideline or in the interpretation or  
administration thereof by any Governmental Authority (including the National    
Association of Insurance Commissioners) charged with the interpretation or      
administration thereof, or compliance by any Lender (or any lending office of   
such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding  
company with any request or directive regarding capital adequacy (whether or not
having the force of law) of any Governmental Authority has or would have the    
effect of reducing the rate of return on such Lender's or the Issuing Bank's    
capital or on the capital of such Lender's or the Issuing Bank's holding        
company, if any, as a consequence of this Agreement or the Loans made or        
participations in Letters of Credit purchased by such Lender pursuant hereto or 
the Letters of Credit issued by the Issuing Bank pursuant hereto to a level     
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company could have achieved but for such applicability, adoption,
change or compliance (taking into consideration such Lender's or the Issuing    
Bank's policies and the policies of such Lender's or the Issuing Bank's holding 
company with respect to capital adequacy) by an amount deemed by such Lender or 
the Issuing Bank to be material, then, from time to time the Borrower shall pay 
to such Lender or the Issuing Bank, as the case may be, such additional amount  
or amounts as will compensate such Lender or the Issuing Bank or such Lender's  
or the Issuing Bank's holding company for any such reduction suffered.          

     (c) A certificate of a Lender or the Issuing Bank setting forth the
circumstances requiring the payment of compensation, the calculations with      
respect thereto, and the amount or amounts necessary to compensate such Lender  
or the Issuing Bank or its holding company, as applicable, as specified in      
paragraph (a) or (b) above shall be delivered to the Borrower and shall be      
conclusive absent manifest error. The Borrower shall pay such                   

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Lender or the Issuing Bank the amount shown as due on any such certificate      
delivered by it within 10 days after its receipt of the same.                   

       (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation for any increased costs or reduction in amounts received or 
receivable or reduction in return on capital shall not constitute a waiver of   
such Lender's or the Issuing Bank's right to demand such compensation. The      
protection of this Section 2.13 shall be available to each Lender and the       
Issuing Bank regardless of any possible contention of the invalidity or         
inapplicability of the law, rule, regulation, agreement, guideline or other     
change or condition that shall have occurred or been imposed. In the event any  
Lender or the Issuing Bank ever receives a refund from any applicable           
Governmental Authority of any amount paid by the Borrower on account of the     
provisions of this Section 2.13, the applicable Lender or Issuing Bank, as the  
case may be, shall repay those refunded amounts to the Borrower.                

 SECTION 2.14. CHANGE IN LEGALITY. (a) Notwithstanding any other
provision of this Agreement, if after the date hereof, any change in any law or 
regulation or in the interpretation thereof by any Governmental Authority       
charged with the administration or interpretation thereof shall make it unlawful
for any Lender to make or maintain any LIBOR Loan or to give effect to its      
obligations as contemplated hereby with respect to any LIBOR Loan, then, by     
written notice to the Borrower and to the Administrative Agent, such Lender may:

             (i) declare that LIBOR Loans will not thereafter (for the
        duration of such unlawfulness) be made by such Lender hereunder (or be
  continued for additional Interest Periods and ABR Loans will not
thereafter (for such duration) be converted into LIBOR Loans),
        whereupon any request for a Eurodollar Borrowing (or to convert an ABR
 Borrowing to a Eurodollar Borrowing or to continue a Eurodollar
       Borrowing for an additional Interest Period) shall, as to such Lender
        only, be deemed a request for an ABR Loan (or a request to continue an
    ABR Loan as such for an additional Interest Period or to convert a
LIBOR Loan into an ABR Loan, as the case may be), unless such 
declaration shall be subsequently withdrawn; and              

               (ii) require that all outstanding LIBOR Loans made by it be
      converted to ABR Loans, in which event all such LIBOR Loans shall be
       automatically converted to ABR Loans as of the effective date of such
notice as provided in paragraph (b) below.                    

In the event any Lender shall exercise its rights under (i) or (ii) above, all  
payments and prepayments of principal that would otherwise have been applied to 
repay the LIBOR Loans that would have been made by such Lender or the converted 
LIBOR Loans of such Lender shall instead be applied to repay the ABR Loans made 
by such Lender in lieu of, or resulting from the conversion of, such LIBOR      
Loans.                                                                          

        (b) For purposes of this Section 2.14, a notice to the Borrower by any
Lender shall be effective as to each LIBOR Loan made by such Lender, if lawful, 
on the last day of                                                              

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the Interest Period currently applicable to such LIBOR Loan and in all other    
cases such notice shall be effective on the date of receipt by the Borrower.    

   SECTION 2.15. INDEMNITY. The Borrower shall indemnify each Lender
against any loss or expense that such Lender may sustain or incur as a          
consequence of (a) any event, other than a default by the Agents or such Lender 
in the performance of its obligations hereunder, which results in (i) such      
Lender receiving or being deemed to receive any amount on account of the        
principal of any LIBOR Loan prior to the end of the Interest Period in effect   
therefor, (ii) the conversion of any LIBOR Loan to a Loan of another Type, or   
the conversion of the Interest Period with respect to any LIBOR Loan, in each   
case other than on the last day of the Interest Period in effect therefor, (iii)
any LIBOR Loan to be made by such Lender (including any LIBOR Loan to be made   
pursuant to a conversion or continuation under Section 2.10) not being made     
after notice of such Loan shall have been given by the Borrower hereunder (any  
of the events referred to in this clause (a) being called a "BREAKAGE EVENT") or
(b) any default by the Borrower in the making of any payment or prepayment      
required to be made hereunder. In the case of any Breakage Event, such loss     
shall include an amount equal to the excess, as reasonably determined by such   
Lender, of (i) its cost of obtaining funds for the LIBOR Loan that is the       
subject of such Breakage Event for the period from the date of such Breakage    
Event to the last day of the Interest Period in effect (or that would have been 
in effect) for such Loan over (ii) the amount of interest likely to be realized 
by such Lender in redeploying the funds released or not utilized by reason of   
such Breakage Event for such period. A certificate of any Lender setting forth  
any amount or amounts which such Lender is entitled to receive pursuant to this 
Section 2.15 shall be delivered to the Borrower and shall be conclusive absent  
manifest error. The Borrower shall pay each Lender the amount shown as due on   
any such certificate delivered by it within 10 days after its receipt of the    
same.                                                                           

         SECTION 2.16. PRO RATA TREATMENT. Except as required under Section 2.14
and as provided in this Section 2.16 with respect to Swingline Loans, each      
Borrowing, each payment or prepayment of principal of any Borrowing, each       
payment of interest on the Loans, each payment of the Commitment Fees, each     
reduction of the Revolving Credit Commitments and each refinancing of any       
Borrowing with, conversion of any Borrowing to, or continuation of any Borrowing
as, a Borrowing of any Type shall be allocated pro rata among the Lenders in    
accordance with their respective applicable Commitments (or, if such Commitments
shall have expired or been terminated, in accordance with the sum of (a) the    
respective principal amounts of their applicable outstanding Loans and (b) in   
the case of the Tranche A Revolving Credit Commitments, the respective amounts  
of their Letter of Credit Exposure). For purposes of determining the available  
Tranche A Revolving Credit Commitments of the Lenders at any time, each         
outstanding Swingline Loan shall be deemed to have utilized the Tranche A       
Revolving Credit Commitments of the Lenders (including those Lenders which shall
not have made Swingline Loans) pro rata in accordance with such respective      
Tranche A Revolving Credit Commitments. Each Lender agrees that in computing    
such Lender's portion of any Borrowing to be made hereunder, the Administrative 
Agent may, in its discretion, round each Lender's percentage of such Borrowing  
to the next higher or lower whole dollar amount.                                

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        SECTION 2.17. SHARING OF SETOFFS. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of   
the United States Code or other security or interest arising from, or in lieu   
of, such secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise or by any other means, obtain      
payment (voluntary or involuntary) in respect of any Loan or Loans as a result  
of which the unpaid principal portion of its Loans of any Class shall be        
proportionately less than the unpaid principal portion of the Loans of such     
Class of any other Lender, it shall be deemed simultaneously to have purchased  
from such other Lender at face value, and shall promptly pay to such other      
Lender the purchase price for, a participation in such Loans of such other      
Lender, so that the aggregate unpaid principal amount of the Loans and          
participations in Loans of any Class held by each Lender shall be in the same   
proportion to the aggregate unpaid principal amount of all Loans of such Class  
then outstanding as the principal amount of its Loans of such Class prior to    
such exercise of banker's lien, setoff or counterclaim or other event was to the
principal amount of all Loans of such Class outstanding prior to such exercise  
of banker's lien, setoff or counterclaim or other event; PROVIDED, HOWEVER,     
that, if any such purchase or purchases or adjustments shall be made pursuant to
this Section 2.17 and the payment giving rise thereto shall thereafter be       
recovered, such purchase or purchases or adjustments shall be rescinded to the  
extent of such recovery and the purchase price or prices or adjustment restored 
without interest. For purposes of this Section 2.17, the Tranche A Revolving    
Loans of any Tranche A Lender shall include such Tranche A Lender's Letter of   
Credit Exposure. The Borrower expressly consents to the foregoing arrangements  
and agrees that any Lender holding a participation in a Loan deemed to have been
so purchased may exercise any and all rights of banker's lien, setoff or        
counterclaim with respect to any and all moneys owing by the Borrower to such   
Lender by reason thereof as fully as if such Lender had made a Loan directly to 
the Borrower in the amount of such interest.                                    

         SECTION 2.18. PAYMENTS. (a) Unless expressly provided otherwise herein,
the Borrower shall make each payment (including principal of or interest on any 
Borrowing or any Fees or other amounts) hereunder or under any other Loan       
Document without setoff, defense or counterclaim not later than 12:00 noon,     
Eastern Standard Time, on the date when due in dollars to the Administrative    
Agent at its offices in Dayton, Ohio, in immediately available funds. Any such  
payment received after such time on any date shall be deemed made on the next   
Business Day.                                                                   

     (b) Whenever any payment (including principal of or interest on any
Borrowing or any Fees or other amounts) hereunder or under any other Loan       
Document shall become due, or otherwise would occur, on a day that is not a     
Business Day, such payment may be made on the next succeeding Business Day, and 
such extension of time shall in such case be included in the computation of     
interest or Fees, if applicable.                                                

      SECTION 2.19. TAXES. (a) Any and all payments by or on behalf of the
Borrower or any Subsidiary hereunder and under any other Loan Document shall be 
made, in accordance with Section 2.18, free and clear of and without deduction  
for any and all current or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, EXCLUDING (i) income    
taxes or branch profit taxes imposed on the net income                          

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of any Agent, any Lender or the Issuing Bank (or any transferee or assignee     
thereof, including a participation holder (any such entity a "TRANSFEREE")) and 
(ii) franchise taxes imposed on the net income of any Agent, any Lender or the  
Issuing Bank (or Transferee), in each case by the jurisdiction under the laws of
which any Agent, such Lender or the Issuing Bank (or Transferee) is organized or
any political subdivision thereof or the jurisdiction in which such Lender or   
Transferee has its applicable lending office (all such nonexcluded taxes,       
levies, imposts, deductions, charges, withholdings and liabilities, collectively
or individually, being called "TAXES" and all such excluded taxes, levies,      
imposts, deductions, charges, withholdings and liabilities being called         
"EXCLUDED TAXES"). Subject to the provisions of Section 2.19(f) if the Borrower 
or any Subsidiary shall be required to deduct any Taxes from or in respect of   
any sum payable hereunder or under any other Loan Document to any Lender or the 
Issuing Bank (or any Transferee) or either Agent, (A) the sum payable shall be  
increased by the amount (an "ADDITIONAL AMOUNT") necessary so that after making 
all required deductions (including deductions applicable to additional sums     
payable under this Section 2.19 but excluding Excluded Taxes) such Lender or the
Issuing Bank (or Transferee) or Agent, as the case may be, shall receive an     
amount equal to the sum it would have received had no such deductions been made,
(B) the Borrower or such Subsidiary shall make such deductions and (C) the      
Borrower or such Subsidiary shall pay the full amount deducted to the relevant  
Governmental Authority in accordance with applicable law.                       

(b) In addition, the Borrower agrees to pay to the relevant   
Governmental Authority in accordance with applicable law, any current or future 
stamp or documentary taxes or any other excise or property taxes, charges or    
similar levies (including mortgage recording taxes and similar fees) that arise 
from any payment made hereunder or under any other Loan Document or from the    
execution, delivery or registration of, or otherwise with respect to, this      
Agreement or any other Loan Document ("OTHER TAXES").                           

         (c) The Borrower will indemnify each Lender (or Transferee), each Agent
and the Issuing Bank (or Transferee) for the full amount of Taxes and Other     
Taxes paid by such Lender (or Transferee) or Agent or the Issuing Bank, as the  
case may be, and any liability (excluding Excluded Taxes, but including         
penalties, interest and expenses (including reasonable attorneys' fees and      
expenses)) arising therefrom or with respect thereto, whether or not such Taxes 
or Other Taxes were correctly or legally asserted by the relevant Governmental  
Authority. A certificate as to the amount of such payment or liability and the  
method of computation thereof prepared by the Administrative Agent, the         
Syndication Agent, a Lender or the Issuing Bank (or Transferee) or any Agent on 
its behalf, absent manifest error, shall be final, conclusive and binding for   
all purposes. Such indemnification shall be made within 30 days after the date  
any Agent, any Lender or the Issuing Bank (or Transferee), as the case may be,  
makes written demand therefor and provides the Borrower with the certificate    
described above.                                                                

       (d) If any Lender (or Transferee) or Agent shall become aware that it
is entitled to claim a refund in respect of Taxes or Other Taxes as to which it 
has been indemnified by the Borrower, or with respect to which the Borrower has 
paid additional amounts, pursuant to this Section 2.19, it shall promptly notify
the Borrower of the availability of such refund claim and shall, within 30 days 
after receipt of a request by the Borrower, make a claim to                     

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such Governmental Authority for such refund at the Borrower's expense. If any   
Lender (or Transferee) or Agent receives a refund (including pursuant to a claim
for refund made pursuant to the preceding sentence) in respect of any Taxes or  
Other Taxes as to which it has been indemnified by the Borrower, or with respect
to which the Borrower has paid additional amounts, pursuant to this Section     
2.19, it shall within 30 days from the date of such receipt, so long as no Event
of Default has occurred and is continuing, pay over such refund to the Borrower 
(but only to the extent of indemnity payments made, or additional amounts paid, 
by the Borrower under this Section 2.19 with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of such Lender   
(or Transferee) or Agent and without interest (other than interest paid by the  
relevant Governmental Authority with respect to such refund); PROVIDED, HOWEVER,
that the Borrower, upon the request of such Lender (or Transferee) or Agent,    
agrees to repay the amount paid over to the Borrower (plus penalties, interest  
or other charges) to such Lender (or Transferee) or Agent in the event such     
Lender (or Transferee) or Agent is required to repay such refund to such        
Governmental Authority.                                                         

      (e) As soon as practicable after the date of any payment of Taxes or
Other Taxes by the Borrower or any Subsidiary to the relevant Governmental      
Authority, the Borrower or such Subsidiary will deliver to the Administrative   
Agent, at its address referred to in Section 9.01, the original or a certified  
copy of a receipt issued by such Governmental Authority evidencing payment      
thereof.                                                                        

       (f) Each Lender (or Transferee) that is organized under the laws of a
jurisdiction other than the United States, any State thereof or the District of 
Columbia (a "NON-U.S. LENDER") shall deliver to the Borrower and the            
Administrative Agent two copies of (i) either United States Internal Revenue    
Service Form 1001 or Form 4224, or, in the case of a Non-U.S. Lender claiming   
exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of   
the Code with respect to payments of "portfolio interest", a Form W-8, or any   
subsequent versions thereof or successors thereto (and, if such Non-U.S. Lender 
delivers a Form W-8, a certificate representing that such Non-U.S. Lender is not
a bank for purposes of Section 881(c) of the Code, is not a 10-percent          
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the     
Borrower and is not a controlled foreign corporation related to the Borrower    
(within the meaning of Section 864(d)(4) of the Code)), properly completed and  
duly executed by such Non-U.S. Lender claiming complete exemption from, or      
reduced rate of, U.S. Federal withholding tax on payments by the Borrower under 
this Agreement and the other Loan Documents and (ii) an Internal Revenue Service
Form W-8 or W-9 entitling such Non-U.S. Lender to receive a complete exemption  
from United States backup withholding tax. Such forms shall be delivered by each
Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, 
in the case of a Transferee that is a participation holder, on or before the    
date such participation holder becomes a Transferee hereunder) and on or before 
the date, if any, such Non-U.S. Lender changes its applicable lending office by 
designating a different lending office (a "NEW LENDING OFFICE"). In addition,   
each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or 
invalidity of any form previously delivered by such Non-U.S. Lender. If a       
Non-U.S. Lender who has delivered the forms referred to above on the date it    
becomes a party to this Agreement (or, in the case of a Transferee, on the date 
that it becomes a Transferee hereunder) determines that it is unable            
subsequently to submit to the Borrower any such                                 

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form, or that it is required to withdraw or cancel any such form, such Non-U.S. 
Lender shall promptly notify the Borrower of such fact. Notwithstanding any     
other provision of this Section 2.19(g), a Non-U.S. Lender shall not be required
to deliver any form pursuant to this Section 2.19(g) that such Non-U.S. Lender  
is not legally able to deliver.                                                 

  (g) The Borrower shall not be required to indemnify any Non-U.S.
Lender, or to pay any additional amounts to any Non-U.S. Lender, in respect of  
United States Federal withholding tax pursuant to paragraph (a) or (c) above to 
the extent that (i) the obligation to pay such additional amounts would not have
arisen but for a failure by such Non-U.S. Lender to comply with Section 2.19(f) 
or (ii) the obligation to withhold amounts with respect to United States Federal
withholding tax existed on the date such Non-U.S. Lender become a party to this 
Agreement (or, in the case of a Transferee that is a participation holder, on   
the date such participation holder became a Transferee hereunder) or, with      
respect to payments to a New Lending Office, the date such Non-U.S. Lender      
designated such New Lending Office with respect to a Loan; PROVIDED, HOWEVER,   
that this clause (ii) shall not apply (A) to any Transferee or New Lending      
Office that becomes a Transferee or New Lending Office as a result of an        
assignment, participation, transfer or designation made at the request of the   
Borrower and (B) to the extent the indemnity payment or additional amounts any  
Transferee, or any Lender (or Transferee) acting through a New Lending Office,  
would be entitled to receive (without regard to this clause (ii)) do not exceed 
the indemnity payment or additional amounts that the person making the          
assignment, participation or transfer to such Transferee, or Lender (or         
Transferee) making the designation of such New Lending Office, would have been  
entitled to receive in the absence of such assignment, participation, transfer  
or designation or (ii) the obligation to pay such additional amounts would not  
have arisen but for a failure by such Non-U.S. Lender to comply with the        
provisions of paragraph (f) above.                                              

        (h) Nothing contained in this Section 2.19 shall require any Lender or
the Issuing Bank (or Transferee) or any Agent to make available any of its tax  
returns (or any other information that it deems to be confidential or           
proprietary).                                                                   

       (i) The provisions of this Section 2.19 shall remain operative and in
full force and effect regardless of the expiration of the term of this          
Agreement, the consummation of the transactions contemplated hereby, the        
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation    
made by or on behalf of any Agent or any Lender.                                

      SECTION 2.20. ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES;
DUTY TO MITIGATE. (a) In the event (i) any Lender or the Issuing Bank delivers a
certificate requesting compensation pursuant to Section 2.13, (ii) any Lender or
the Issuing Bank delivers a notice described in Section 2.14, (iii) the Borrower
is required to pay any additional amount to any Lender or the Issuing Bank or   
any Governmental Authority on account of any Lender or the Issuing Bank pursuant
to Section 2.19, or (iv) any Lender elects not to consent to an extension of the
Tranche B Revolving Credit Facility upon the Borrower's request for such an     
extension as provided in Section 2.09(f), the Borrower may, at its sole expense 
and effort (including with respect to the processing and recordation fee        
referred to in Section 9.04(b)), upon notice to such Lender, Dissenting Lender  
or the Issuing Bank and the Agents, as the case may be, require such Lender,    
Dissenting Lender or the                                                        

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Issuing Bank, as applicable, to transfer and assign, without recourse (in       
accordance with and subject to the restrictions contained in Section 9.04), all 
of its interests, rights and obligations under this Agreement to an assignee    
reasonably acceptable to the Agents that shall assume such assigned obligations 
(which assignee may be another Lender, if a Lender accepts such assignment),    
PROVIDED, THAT (A) such assignment shall not conflict with any law, rule or     
regulation or order of any court or other Governmental Authority having         
jurisdiction, (B) the Borrower shall have received the prior written consent of 
the Agents (and, if a Tranche A Revolving Credit Commitment is being assigned,  
of the Issuing Bank and the Swingline Lender), which consent shall not          
unreasonably be withheld, (C) no Event of Default shall have occurred and be    
continuing and (D) the Borrower or such assignee shall have paid to the affected
Lender or the Issuing Bank in immediately available funds an amount equal to the
sum of 100% of the principal of and interest accrued to the date of such payment
on the outstanding Loans or Letter of Credit Disbursements of such Lender or the
Issuing Bank, respectively, plus all Fees and other amounts accrued for the     
account of such Lender or the Issuing Bank hereunder (including any amounts     
under Section 2.13 and Section 2.15); PROVIDED, FURTHER, that if prior to any   
such assignment the circumstances or event that resulted in such Lender's notice
or certificate under Section 2.13 or 2.14 or demand for additional amounts under
Section 2.19, as the case may be, shall cease to exist or become inapplicable   
for any reason or if such Lender shall waive its rights in respect of such      
circumstances or event under Section 2.13, 2.14 or 2.19, as the case may be,    
then such Lender shall not thereafter be required to make any such assignment   
hereunder.                                                                      

      (b) If (i) any Lender or the Issuing Bank shall request compensation
under Section 2.13, (ii) any Lender or the Issuing Bank delivers a notice       
described in Section 2.14 or (iii) the Borrower is required to pay any          
additional amount to any Lender or the Issuing Bank or any Governmental         
Authority on account of any Lender or the Issuing Bank, pursuant to Section     
2.19, then such Lender or the Issuing Bank shall use reasonable efforts (which  
shall not require such Lender or the Issuing Bank to incur an unreimbursed loss 
or unreimbursed cost or expense or otherwise take any action inconsistent with  
its internal policies or legal or regulatory restrictions or suffer any         
disadvantage or burden deemed by it to be significant) (A) to file any          
certificate or document reasonably requested in writing by the Borrower or (B)  
to assign its rights and delegate and transfer its obligations hereunder to     
another of its offices, branches or affiliates, if such filing or assignment    
would reduce its claims for compensation under Section 2.13 or enable it to     
withdraw its notice pursuant to Section 2.14 or would reduce amounts payable    
pursuant to Section 2.19, as the case may be, in the future. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender or the   
Issuing Bank in connection with any such filing or assignment, delegation and   
transfer.                                                                       

SECTION 2.21. SWINGLINE LOANS.                                

         (a) SWINGLINE LOANS. The Borrower shall notify the Administrative Agent
by telecopy, or by telephone (confirmed by telecopy), not later than 12:00      
(noon), Eastern Standard Time, on the day of a proposed Swingline Loan. Such    
notice shall be delivered on a Business Day, shall be irrevocable and shall     
refer to this Agreement and shall specify the requested date (which shall be a  
Business Day) and amount of such Swingline Loan. The Administrative Agent will  
promptly advise the Swingline Lender of any notice received from                

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the Borrower pursuant to this paragraph (a). The Swingline Lender shall make    
each Swingline Loan available to the Borrower by means of a credit to the       
general deposit account of the Borrower with the Swingline Lender by 6:00 p.m.  
on the date such Swingline Loan is so requested.                                

        (b) PREPAYMENT. The Borrower shall have the right at any time and from
time to time to prepay any Swingline Loan, in whole or in part, upon giving     
written or telecopy notice (or telephone notice promptly confirmed by written,  
or telecopy notice) to the Swingline Lender and to the Administrative Agent     
before 12:00 noon, Eastern Standard Time, on the date of prepayment at the      
Swingline Lender's address for notices specified in Section 9.01.               

         (c) PARTICIPATIONS. The Swingline Lender may by written notice given to
the Administrative Agent not later than 1:00 p.m., Eastern Standard Time, on any
Business Day require the Tranche A Lenders to acquire participations on such    
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which Tranche A Lenders
will participate. The Administrative Agent will, by 2:00 p.m., Eastern Standard 
Time, on the date of receipt of such notice, give notice to each Tranche A      
Lender, specifying in such notice such Lender's Applicable Tranche A Percentage 
of such Swingline Loan or Loans. In furtherance of the foregoing, each Tranche A
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as  
provided above, to pay to the Administrative Agent by 4:00 p.m., Eastern        
Standard Time, on the date such notice is received from the Swingline Lender,   
for the account of the Swingline Lender, such Tranche A Lender's Applicable     
Tranche A Percentage of such Swingline Loan or Loans. Each Lender acknowledges  
and agrees that its obligation to acquire participations in Swingline Loans     
pursuant to this paragraph is absolute and unconditional and shall not be       
affected by any circumstance whatsoever, including the occurrence and           
continuance of a Default or an Event of Default, and that each such payment     
shall be made without any offset, abatement, withholding or reduction           
whatsoever. Each Lender shall comply with its obligation under this paragraph by
wire transfer of immediately available funds, in the same manner as provided in 
Section 2.02(d) with respect to Loans made by such Lender (and Section 2.02(c)  
shall apply, MUTATIS MUTANDIS, to the payment obligations of the Lenders) and   
the Administrative Agent shall promptly pay to the Swingline Lender the amounts 
so received by it from the Lenders. The Administrative Agent shall notify the   
Borrower of any participations in any Swingline Loan acquired pursuant to this  
paragraph and thereafter payments in respect of such Swingline Loan shall be    
made to the Administrative Agent and not to the Swingline Lender. Any amounts   
received by the Swingline Lender from the Borrower (or other party on behalf of 
the Borrower) in respect of a Swingline Loan after receipt by the Swingline     
Lender of the proceeds of a sale of participations therein shall be promptly    
remitted to the Administrative Agent; any such amounts received by the          
Administrative Agent shall be promptly remitted by the Administrative Agent to  
the Lenders that shall have made their payments pursuant to this paragraph and  
to the Swingline Lender, as their interests may appear. The purchase of         
participations in a Swingline Loan pursuant to this paragraph shall not relieve 
the Borrower (or other party liable for obligations of the Borrower) of any     
default in the payment thereof.                                                 

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   SECTION 2.22. LETTERS OF CREDIT. (a) The Borrower may request the
issuance of Letters of Credit, in form and substance reasonably acceptable to   
the Administrative Agent and the Issuing Bank, for the account of the Borrower  
or any Subsidiary, at any time and from time to time during the Letter of Credit
Availability Period; PROVIDED, THAT, any Letter of Credit shall be issued only  
if, and each request by the Borrower for the issuance of any Letter of Credit   
shall be deemed a representation and warranty of the Borrower that, immediately 
following the issuance of such Letter of Credit, (i) the aggregate Letter of    
Credit Exposure hereunder shall not exceed $25,000,000 and (ii) the sum of the  
aggregate Letter of Credit Exposure, the aggregate Swingline Exposure and the   
aggregate principal amount of outstanding Tranche A Revolving Loans shall not   
exceed the aggregate amount of the Tranche A Revolving Credit Commitments at    
such time. For purposes hereof, the "issuance" of a Letter of Credit includes   
the amendment, renewal or extension of a Letter of Credit.                      

     (b) Each Letter of Credit shall expire no later than the earlier of
(i)(A) in the case of standby Letters of Credit, three years after the date of  
issuance of such Letter of Credit, subject to extension (including pursuant to  
an automatic renewal provision in customary form), and (B) in the case of trade 
Letters of Credit, 270 days after the date of issuance of such Letter of Credit 
and (ii) the fifth Business Day prior to the Tranche A Revolving Credit Maturity
Date. Each Letter of Credit shall provide for payments of drawings in dollars.  

         (c) Each issuance of any Letter of Credit shall be made on at least two
Business Days' prior irrevocable written or telecopy notice (such notice to be  
delivered by 12:00 noon, Eastern Standard Time) from the Borrower (or such      
shorter notice as shall be acceptable to the Issuing Bank) to the Administrative
Agent and the Issuing Bank specifying whether such Letter of Credit is a standby
Letter of Credit or a trade Letter of Credit, the date of issuance, the date on 
which such Letter of Credit is to expire, the amount of such Letter of Credit,  
the name and address of the beneficiary of such Letter of Credit, and such other
information as may be necessary or desirable to complete such Letter of Credit. 
The Issuing Bank will give the Administrative Agent prompt notice of the        
issuance and amount of such Letter of Credit and the expiration date of such    
Letter of Credit (and the Administrative Agent shall give prompt notice thereof 
to the Syndication Agent and each Lender). During the Letter of Credit          
Availability Period, the Issuing Bank also will give the Administrative Agent   
(i) daily notice of the amount available to be drawn under each outstanding     
Letter of Credit and (ii) a quarterly summary indicating, on a daily basis      
during such quarter, the issuance of any Letter of Credit and the amount        
thereof, the expiration of any Letter of Credit and the amount thereof and the  
payment on any draft presented under any Letter of Credit. Each Letter of Credit
issued hereunder will be subject to the Uniform Customs and Practices for       
Documentary Credits, as in effect from time to time.                            

   (d) By the issuance of a Letter of Credit and without any further
action on the part of the Issuing Bank, the Agents or the Lenders in respect    
thereof, the Issuing Bank hereby grants to each Tranche A Lender, and each      
Tranche A Lender hereby acquires from the Issuing Bank, a participation in such 
Letter of Credit equal to such Tranche A Lender's Applicable Tranche A          
Percentage of the aggregate amount available to be drawn under such Letter of   
Credit, effective upon the issuance of such Letter of Credit. In consideration  
and in furtherance of the foregoing, each Tranche A Lender hereby absolutely and

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unconditionally agrees to pay to the Administrative Agent, on behalf of the     
Issuing Bank, in accordance with Section 2.02(d), such Tranche A Lender's       
Applicable Tranche A Percentage of each Letter of Credit Disbursement made by   
the Issuing Bank and not reimbursed by the Borrower when due in accordance with 
Section 2.22(g).                                                                

       (e) Each Tranche A Lender acknowledges and agrees that its obligation
to acquire participations pursuant to Section 2.22(d) in respect of Letters of  
Credit is absolute and unconditional and shall not be affected by any           
circumstance whatsoever, including the occurrence and continuance of a Default  
or Event of Default, and that each such payment shall be made without any       
offset, abatement, withholding or reduction whatsoever.                         

         (f) The Borrower shall pay to the Administrative Agent, for the account
of the Tranche A Lenders and the Issuing Bank, as applicable, a nonrefundable   
Letter of Credit Fee and Fronting Fee in accordance with Section 2.05(b). In    
addition to the foregoing fees and commissions, the Borrower shall pay or       
reimburse the Issuing Bank for such normal and customary costs and expenses,    
including, without limitation, administrative, issuance, amendment, payment and 
negotiation charges, as are incurred or charged by the Issuing Bank in issuing, 
effecting payment under, amending or otherwise administering any Letter of      
Credit (including any Letter of Credit issued for the account of a Subsidiary). 

      (g) The Borrower hereby agrees to reimburse the Issuing Bank for any
payment disbursement made by the Issuing Bank under any Letter of Credit        
(including any Letter of Credit issued for the account of a Subsidiary), by     
making payment in immediately available funds, to the Administrative Agent on   
the same Business Day after receipt of notice of such payment or disbursement,  
in an amount equal to the amount of such payment or disbursement, plus interest 
on the amount so paid or disbursed by the Issuing Bank at a rate per annum equal
to the rate applicable to ABR Loans pursuant to Section 2.06; PROVIDED, THAT, if
such amount is not reimbursed prior to 2:00 p.m., Eastern Standard Time, on the 
same Business Day after receipt by the Borrower of the notice of such payment or
disbursement, interest shall thereafter accrue on such unreimbursed amount at a 
rate per annum equal to the rate applicable to ABR Loans during such period     
pursuant to Section 2.06, plus 2.00%. The Administrative Agent shall promptly   
pay any such amounts received by it to the Issuing Bank.                        

(h) The Borrower's obligation to reimburse Letter of Credit   
Disbursements as provided in Section 2.22(g) shall be absolute, unconditional   
and irrevocable and shall be performed strictly in accordance with the terms of 
this Agreement under any and all circumstances whatsoever, and irrespective of: 

               (i) any lack of validity or enforceability of any Letter of
     Credit or any other Loan Document or any term or provision therein;

             (ii) the existence of any claim, setoff, defense or other
         right which the Borrower, any Subsidiary or any other person may at any
   time have against the beneficiary under any Letter of Credit, the
      Issuing Bank, the Agents, any Lender or any other person, whether in
      connection with this Agreement, any other Loan Document or any other
related or unrelated agreement or transaction;                

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                 (iii) any draft or other document presented under a Letter of
         Credit proving to be forged, fraudulent, invalid or insufficient in any
         respect or failing to comply with the Uniform Customs and Practices for
       Documentary Credits, as in effect from time to time, or any statement
therein being untrue or inaccurate in any respect;            

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

           (v) any amendment, waiver or consent in respect of this
Agreement or any other Loan Document; and                     

              (vi) any other act or omission or delay of any kind or any
       other circumstance or event whatsoever, whether or not similar to any
      of the foregoing and whether or not foreseeable, that might, but for
         the provisions of this Section 2.22(h), constitute a legal or equitable
discharge of the Borrower's obligations hereunder.            

        (i) Without limiting the generality of the provisions of the foregoing
paragraph (h), it is expressly understood and agreed that the absolute and      
unconditional obligation of the Borrower hereunder to reimburse Letter of Credit
Disbursements will not be excused by the gross negligence or willful misconduct 
of the Issuing Bank. However, the preceding sentence and the provisions of      
Section 2.22(h) shall not be construed to excuse the Issuing Bank from liability
to the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the    
extent permitted by applicable law) suffered by the Borrower that are caused by 
the Issuing Bank's bad faith, gross negligence or willful misconduct in         
determining whether drafts and other documents presented under a Letter of      
Credit comply with the terms thereof. It is understood that the Issuing Bank may
accept documents that appear on their face to be in order, without              
responsibility for further investigation, regardless of any notice or           
information to the contrary and, in making any payment under any Letter of      
Credit (i) the Issuing Bank's exclusive reliance in good faith on the documents 
presented to it under such Letter of Credit as to any and all matters set forth 
therein, including reliance on the amount of any draft presented under such     
Letter of Credit, if such document on its face appears to be in order, and      
whether or not any other statement or any other document presented pursuant to  
such Letter of Credit proves to be forged or invalid or any statement therein   
proves to be inaccurate or untrue in any respect whatsoever and (ii) any        
noncompliance in any immaterial respect of the documents presented under such   
Letter of Credit with the terms thereof shall, in each case, be deemed not to   
constitute bad faith, gross negligence or willful misconduct of the Issuing     
Bank.                                                                           

     (j) The Issuing Bank shall, promptly following its receipt thereof,
examine all documents purporting to represent a demand for payment under a      
Letter of Credit. The Issuing Bank shall as promptly as possible give telephonic
notification, confirmed by telex or telecopy, to the Administrative Agent and   
the Borrower of such demand for payment and whether the Issuing Bank has made or
will make a Letter of Credit Disbursement thereunder; PROVIDED, THAT, the       
failure to give such notice shall not relieve the Borrower of its obligation    

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to reimburse any such Letter of Credit Disbursement in accordance with this     
Section 2.22. The Administrative Agent shall promptly give each Lender notice   
thereof.                                                                        

         (k) In the event that the Borrower is required pursuant to the terms of
this Agreement or any other Loan Document to provide cash collateral in respect 
of the Letter of Credit Exposure, the Borrower shall deposit in an account with 
the Administrative Agent, for the benefit of each Tranche A Lender, an amount in
cash equal to the Letter of Credit Exposure (or such lesser amount as shall be  
required hereunder or thereunder). Such deposit shall be held by the            
Administrative Agent as collateral for the payment and performance of the       
Obligations to Tranche A Lenders. The Administrative Agent shall have exclusive 
dominion and control, including the exclusive right of withdrawal, over such    
account. Other than any interest earned on the investment of such deposits in   
Cash Equivalents, which investments shall be made as directed by the Borrower   
(unless such investments shall be contrary to applicable law or regulation or a 
Default or Event of Default shall have occurred and be continuing, in which case
the Administrative Agent shall determine in its discretion whether to make      
investments and, if so, shall determine in its discretion the Cash Equivalents  
to be selected), such deposits shall not bear interest. Interest or profits, if 
any, on such investments shall accumulate in such account. Moneys in such       
account shall automatically be applied by the Administrative Agent to reimburse 
the Issuing Bank for Letter of Credit Disbursements and, if the maturity of the 
Loans has been accelerated, to satisfy the Obligations to Tranche A Lenders. If 
the Borrower is required to provide an amount of cash collateral hereunder as a 
result of an Event of Default, such amount (to the extent not applied as        
aforesaid) shall be returned to the Borrower within three Business Days after   
all Events of Default have been cured or waived. If the Borrower is required to 
provide an amount of cash collateral hereunder pursuant to Section 2.11(g), such
amount (to the extent not applied as aforesaid) shall be returned to the        
Borrower upon demand; PROVIDED, THAT, after giving effect to such return, (i)   
the sum of the aggregate Letter of Credit Exposure, plus the aggregate          
outstanding Swingline Exposure, plus the aggregate outstanding principal amount 
of Tranche A Revolving Loans would not exceed the aggregate Tranche A Revolving 
Credit Commitments and (ii) no Default or Event of Default shall have occurred  
and be continuing.                                                              

 ARTICLE III

REPRESENTATIONS AND WARRANTIES

   The Borrower represents and warrants to each of the Lenders that:

  SECTION 3.01. ORGANIZATION; POWERS. Each of the Borrower and the
Subsidiaries (a) is duly organized, validly existing and in good standing under 
the laws of the jurisdiction of its organization, (b) has all requisite power   
and authority to own its property and assets and to carry on its business as now
conducted and as proposed to be conducted, (c) is qualified to do business in   
every jurisdiction where such qualification is required, except where the       
failure so to qualify would not result in a Material Adverse Effect, and (d) has
the requisite power and authority to execute, deliver and perform its           
obligations under each of the Loan Documents and each other agreement or        
instrument contemplated thereby to which                                        

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it is or will be a party and, in the case of the Borrower, to obtain extensions 
of credit hereunder.                                                            

         SECTION 3.02. AUTHORIZATION. The execution, delivery and performance by
each of the Borrower and the Subsidiaries of each of the Loan Documents to which
it is or will be a party (including the exercise of remedies thereunder) and, in
the case of the Borrower, the extensions of credit hereunder (a) have been duly 
authorized by all requisite corporate or partnership and, if required,          
stockholder action and (b) will not (i) violate (A) any provision of law,       
statute, rule or regulation, (B) any provision of the certificate of            
incorporation, partnership agreement, operating agreement or other constitutive 
documents or by-laws of the Borrower and the Subsidiaries, (C) any order of any 
Governmental Authority or (D) any provision of any Material Contract or other   
indenture, agreement or instrument to which the Borrower or any of the          
Subsidiaries is a party or by which any of them or any of their property is or  
may be bound, (ii) be in conflict with, result in a breach of or constitute     
(alone or with notice or lapse of time or both) a default or give rise to       
increased, additional, accelerated or guaranteed rights of any person under any 
Material Contract or other indenture, agreement or instrument or (iii) except   
for the Liens of the Collateral Documents, result in the creation or imposition 
of any Lien upon or with respect to any property or assets now owned or         
hereafter acquired by the Borrower or any of the Subsidiaries.                  

         SECTION 3.03. ENFORCEABILITY. This Agreement has been duly executed and
delivered by the Borrower and constitutes, and each other Loan Document when    
executed and delivered by the Borrower or any of the Subsidiaries will          
constitute, a legal, valid and binding obligation of such party enforceable     
against such party in accordance with its terms, subject to the effect of       
bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent     
conveyance, voidable preference or similar laws and the application of equitable
principles generally.                                                           

       SECTION 3.04. CONSENTS AND GOVERNMENTAL APPROVALS. No action, consent
or approval of, registration or filing with or any other action by (a) any      
Governmental Authority, (b) any creditor or shareholder of the Borrower or any  
creditor, shareholder, partner or member of the Subsidiaries, (c) any           
counterparty to a Material Contract or (d) except where failure to take or      
obtain such action, consent or approval of, registration or filing with or such 
other action could not reasonably be expected to have a Material Adverse Effect,
any other person, is or will be required in connection with the Facilities or   
the performance by the Borrower or any of the Subsidiaries of the Loan Documents
to which it is or will be a party, in each case except such as have been made or
obtained and are in full force and effect.                                      

      SECTION 3.05. FINANCIAL STATEMENTS; UNDISCLOSED LIABILITIES. (a) The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet 
and statements of income and cash flows as of and for the 1996 Fiscal Year,     
audited by and accompanied by the unqualified opinion of Ernst & Young LLP,     
independent public accountants and (ii) its unaudited consolidating balance     
sheet and statements of income and cash flows for the 1996 Fiscal Year. Such    
financial statements present fairly the financial condition and results of      
operations and cash flows of the Borrower and its Consolidated Subsidiaries as  
of such dates and for such periods. Such balance sheet and the notes thereto    
disclose all material                                                           

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liabilities, direct, contingent or otherwise, of the Borrower and its           
Consolidated Subsidiaries as of the dates thereof for which disclosure is       
required in accordance with GAAP. Such financial statements were prepared in    
accordance with GAAP applied on a consistent basis, except as otherwise noted   
therein.                                                                        

      (b) As of the Closing Date, the Borrower and the Subsidiaries do not
have any material liability, contingent or otherwise, required by GAAP to be set
forth on a consolidated balance sheet of the Borrower, except (i) as set forth  
in the financial statements referred to in Section 3.05(a), (ii) for items set  
forth in Schedule 3.05(b) and (iii) for liabilities and obligations incurred in 
the ordinary course of business consistent with past practice.                  

         SECTION 3.06. NO MATERIAL ADVERSE CHANGE. Since August 31, 1996, and as
of the Closing Date, there has not been any Material Adverse Change in the      
business of the Borrower.                                                       

         SECTION 3.07. TITLE TO PROPERTIES; POSSESSION UNDER LEASES. (a) Each of
the Borrower and the Subsidiaries has good and marketable title to, or valid    
leasehold interests or licenses in, all its properties and assets (including    
without limitation, real property and intellectual property interests), except  
for defects in title that do not materially interfere with its ability to       
conduct its business as currently conducted or to utilize such properties and   
assets for their intended purposes. All such properties and assets are free and 
clear of Liens, other than Liens permitted by Section 6.02.                     

   (b) Each of the Borrower and the Subsidiaries has complied in all
material respects with all obligations under all material leases to which it is 
a party and all such leases are in full force and effect. Each of the Borrower  
and the Subsidiaries enjoys peaceful and undisturbed possession under all such  
material leases.                                                                

       SECTION 3.08. SUBSIDIARIES. Schedule 3.08 sets forth a list of all of
the Subsidiaries, the respective jurisdictions of organization thereof and the  
percentage ownership interest, direct or indirect, of the Borrower therein. All 
of the Subsidiaries are Consolidated Subsidiaries.                              

       SECTION 3.09. LITIGATION; COMPLIANCE WITH LAWS. (a) As of the Closing
Date, except as set forth in Schedule 3.09 or as fully covered by third party   
insurance, there are no pending or, to the knowledge of the Borrower, threatened
litigation, arbitrations or other proceedings against the Borrower or any       
Subsidiary involving a claim for more than $200,000. Except as noted on Schedule
3.09, there are no lawsuits, claims, arbitrations or other proceedings which, if
adversely determined, whether individually or in the aggregate, would have a    
Material Adverse Effect. As of the Closing Date, to the knowledge of the        
Borrower, except as set forth in Schedule 3.09, neither the Borrower nor any    
Subsidiary is a party or subject to or in default under any material judgment,  
order, injunction or decree of any Governmental Authority or arbitration        
tribunal. Except as set forth in Schedule 3.09, there are no actions, suits,    
investigations or proceedings at law or in equity or by or before any arbitrator
or Governmental Authority now pending or, to the knowledge of the Borrower,     
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business, property or rights of the Borrower or any of the Subsidiaries (i)     
which involve any Loan Document or (ii) as to which there is a reasonable       
possibility of an adverse determination and which, if adversely determined,     
could, individually or in the aggregate, reasonably be expected to have a       
Material Adverse Effect.                                                        

(b) Except as set forth in Schedule 3.09, the Borrower and the
Subsidiaries are in compliance with all applicable statutes, laws, ordinances,  
rules, orders and regulations of any Governmental Authority ("APPLICABLE LAWS") 
including those relating to the environment, taxes and occupational health and  
safety, except for instances of noncompliance that, in the aggregate, could not 
reasonably be expected to have a Material Adverse Effect. Except as set forth in
Schedule 3.09 and as of the Closing Date, neither the Borrower nor any          
Subsidiary has received any written communication during the past three years   
from a Governmental Authority that alleges that the Borrower or a Subsidiary is 
not in compliance in any material respect with any Applicable Laws. Except as   
set forth in Schedule 3.09 and as of the Closing Date, to the knowledge of the  
Borrower, there is no pending or threatened investigation of the Borrower or a  
Subsidiary by any Governmental Authority.                                       

    SECTION 3.10. AGREEMENTS. (a) Each indenture or other agreement or
instrument evidencing Indebtedness and each other material agreement, contract, 
lease, license, commitment or other instrument (within the meaning of 17 C.F.R. 
ss.229.601(b)(10)(1996)) to which the Borrower or any of the Subsidiaries is a  
party or by which it or any of its properties or assets are or may be bound as  
of the Closing Date is listed on Schedule 3.10 hereto (collectively with the    
Subordinated Notes and any agreements listed on Schedule 3.20, the "MATERIAL    
CONTRACTS").                                                                    

      (b) Except as set forth in Schedule 3.10, all the Material Contracts
are valid, binding and in full force and effect in all material respects. Except
as set forth in Schedule 3.10, the Borrower and the Subsidiaries have performed 
all material obligations required to be performed by them to date under the     
Material Contracts and they are not in breach or default in any material respect
thereunder and, to the knowledge of the Borrower, no other party to any of the  
Material Contracts is in breach or default in any material respect thereunder.  
Neither the Borrower, nor any of the Subsidiaries, nor, to the knowledge of the 
Borrower, any other party to any Material Contract has given notice of          
termination of, or taken any action inconsistent with the continuation of, any  
Material Contract. None of such other parties has any presently exercisable     
right to terminate any Material Contract nor will any such other party have any 
right to terminate any Material Contract on account of the execution, delivery  
or performance of the Loan Documents.                                           

         SECTION 3.11. FEDERAL RESERVE REGULATIONS. (a) Neither the Borrower nor
any of the Subsidiaries is engaged principally, or as one of its important      
activities, in the business of extending credit for the purpose of purchasing or
carrying Margin Stock.                                                          

         (b) No part of the proceeds of any Loan and no Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or  
ultimately, for any purpose which entails a violation of, or which is           
inconsistent with, the provisions of the regulations of the Board, including    
Regulation G, U and X.                                                          

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      SECTION 3.12. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY
ACT. Neither the Borrower nor any of the Subsidiaries is (a) an "investment     
company" as defined in, or subject to regulation under, the Investment Company  
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation  
under, the Public Utility Holding Company Act of 1935 or (c) subject to         
regulation as a "public utility" or a "public service corporation" or the       
equivalent under any Federal or state law.                                      

       SECTION 3.13. USE OF PROCEEDS. The proceeds of all Loans will be used
solely (a) to refinance Existing Debt of the Borrower, (b) to provide for the   
ongoing working capital requirements of the Borrower and the Subsidiaries and   
for general corporate purposes (including working capital, Capital Expenditures 
in the ordinary course of business and Permitted Acquisitions) and (c) to pay   
related fees and expenses. The Letters of Credit will be issued solely to       
support various financial and other performance obligations of the Borrower and 
the Subsidiaries incurred in the ordinary course of business.                   

      SECTION 3.14. TAX RETURNS. Each of the Borrower and the Subsidiaries
has filed or caused to be filed all Federal, state and local tax returns        
required to have been filed by it and has paid or caused to be paid all taxes   
shown to be due and payable on such returns or on any assessments received by   
it, except taxes that are being contested in good faith by appropriate          
proceedings diligently pursued and for which adequate reserves in accordance    
with GAAP have been set aside on its financial statements.                      

       SECTION 3.15. NO MATERIAL MISSTATEMENTS. The Confidential Information
Memorandum and the exhibits and schedules (except for forecasts and projections)
furnished by or on behalf of the Borrower to the Lenders in connection with the 
negotiation of any Loan Document or included therein or delivered pursuant      
thereto, when taken as a whole and evaluated in the context presented, do not   
contain any material misstatement of fact or omit to state any material fact    
necessary to make the statements therein not misleading in light of the         
circumstances under which such information was provided. Any such exhibit or    
schedule which constitutes a forecast or a projection was prepared in good      
faith, was based on assumptions that the Borrower believes to be reasonable and 
was based on the best information reasonably available to the Borrower. The     
Borrower has no reason to believe that any such forecasts or projections are    
misleading in any material respect in light of the circumstances existing at the
time of preparation thereof.                                                    

  SECTION 3.16. EMPLOYEE BENEFIT PLANS. (a) Except as set forth in
Schedule 3.16, each of the Borrower and the Commonly Controlled Entities is in  
compliance in all material respects with the applicable provisions of ERISA and 
the regulations and published interpretations thereunder. Neither a Reportable  
Event nor an "accumulated funding deficiency" (within the meaning of Section 412
of the Code or Section 302 of ERISA) has occurred within the last five years    
with respect to any Plan, and each Plan has complied in all material respects   
with the applicable provisions of ERISA and the Code. No termination of a Single
Employer Plan has occurred and no Lien in favor of the PBGC or a Plan has arisen
during the five years prior to the Effective Date.                              

    (b) Except as set forth in Schedule 3.16, the present value of all
accrued benefits under each Single Employer Plan in which the Borrower or any   
Commonly Controlled Entity                                                      

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is a participant (based on those assumptions used to fund the Plans) did not, as
of the last annual valuation date, exceed the value of the assets of such Plan  
allocable to such accrued benefits.                                             

       (c) Neither the Borrower nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan, and neither the     
Borrower nor any Commonly Controlled Entity would become subject to any         
liability under ERISA if the Borrower or any such Commonly Controlled Entity    
were to withdraw completely from all Multiemployer Plans as of the last         
valuation date.                                                                 

       (d) No such Multiemployer Plan is in "reorganization" or "insolvent,"
within the meaning of such terms as used in ERISA.                              

        (e) Except as set forth in Schedule 3.16, neither the Borrower nor any
Commonly Controlled Entity has any liability for post retirement benefits to be 
provided to its current and former employees.                                   

         (f) No prohibited transaction under ERISA or the Code has occurred with
respect to any Multiemployer Plan or Single Employer Plan which could have a    
Material Adverse Effect.                                                        

         SECTION 3.17. ENVIRONMENTAL AND SAFETY MATTERS. As of the Closing Date,
except as set forth in Schedule 3.17, each of the Borrower and the Subsidiaries 
has complied in all material respects with all applicable Federal, state, local 
and other statutes, ordinances, orders, judgments, rulings and regulations      
relating to protection of the environment or to employee health or safety. As of
the Closing Date, except as set forth in Schedule 3.17, neither the Borrower nor
any Subsidiary has received notice of any material failure so to comply. The    
facilities of the Borrower and the Subsidiaries do not manage or contain any    
hazardous wastes, hazardous substances, hazardous materials, toxic substances,  
toxic pollutants or similarly denominated substances, as those terms or similar 
terms are used in the Resource Conservation and Recovery Act, the Comprehensive 
Environmental Response Compensation and Liability Act, the Hazardous Materials  
Transportation Act, the Toxic Substance Control Act, the Clean Air Act, the     
Clean Water Act or any other applicable law relating to protection of the       
environment, human health or to employee health and safety (collectively,       
"HAZARDOUS MATERIALS"), in violation in any material respect of any such law or 
any regulations promulgated pursuant thereto. Except as set forth in Schedule   
3.17, to the knowledge of the Borrowers, there are no events, conditions or     
circumstances involving environmental pollution, regulation or control or       
employee health or safety that are reasonably likely to result in any material  
liabilities being incurred by the Borrower or any Subsidiary.                   

        SECTION 3.18. SECURITY INTERESTS. (a) The Administrative Agent for the
benefit of the Secured Parties will at all times have the Liens provided for in 
the Collateral Documents and, subject to the filing by the Administrative Agent 
of continuation statements to the extent required by the Uniform Commercial Code
and the continuing possession by the Administrative Agent of the certificates   
representing the securities pledged pursuant to the Pledge Agreement, the       
Collateral Documents will at all times constitute a valid and                   

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continuing lien of record and first priority perfected security interest in all 
the Collateral referred to therein. No filings or recordings are required in    
order to perfect the security interests created under the Collateral Documents, 
except for filings or recordings listed on Schedule 3.18. All such listed       
filings and recordings will have been made on or prior to the Closing Date.     

         (b) All of the shares of common stock of each Subsidiary have been duly
and validly authorized and issued, are fully paid and nonassessable, and were   
not issued in violation of the preemptive rights of any stockholder. The        
Borrower owns, directly or indirectly, good and valid title to 100% (or such    
other percentage as the Borrower does own, directly or indirectly, as noted on  
Schedule 3.08) of the Capital Stock of each Subsidiary, free and clear of all   
Liens, other than the Liens of the Collateral Documents, of every kind, whether 
absolute, matured, contingent or otherwise. There are no existing options,      
warrants, calls or commitments relating to, or any securities or rights         
convertible into, exercisable for or exchangeable for, any Capital Stock of the 
Subsidiaries.                                                                   

       SECTION 3.19. SOLVENCY. (a) After the making of each Loan made on the
Closing Date and the uses of proceeds therefrom, each of the Borrower and the   
Subsidiaries will be Solvent on the Closing Date. "SOLVENT" means, with respect 
to any person, that (i) the fair value of the assets of such person, at a fair  
valuation, will exceed the debts and liabilities, subordinated, contingent or   
otherwise, of such person; (ii) the present fair saleable value of the property 
of such person will be greater than the amount that will be required to pay the 
liabilities of such person on its debts and other liabilities, subordinated,    
contingent or otherwise, as such debts and other liabilities become absolute and
matured; (iii) such person will be able to pay its debts and liabilities,       
subordinated, contingent or otherwise, as such debts and liabilities become     
absolute and matured; and (iv) such person will not have an unreasonably small  
amount of capital with which to conduct the businesses in which it is engaged as
such businesses are now conducted and are proposed to be conducted. With respect
to any contingent liabilities, such liabilities shall be computed at the amount 
which, in light of all the facts and circumstances existing at the time,        
represents the amount which can reasonably be expected to become an actual or   
matured liability.                                                              

(b) The Borrower does not intend to, or to permit any of the  
Subsidiaries to, and does not believe that the Borrower or any of the           
Subsidiaries will, incur debts beyond its ability to pay such debts as they     
mature taking into account the timing of and amounts of cash to be received by  
the Borrower or any such Subsidiary and the timing of and amounts of cash to be 
payable on or in respect of indebtedness of the Borrower or any such Subsidiary.

        SECTION 3.20. TRANSACTIONS WITH AFFILIATES AND SHAREHOLDERS. Except as
set forth in Schedule 3.20 and except for agreements and arrangements among the 
Borrower and Wholly Owned Subsidiaries or among Wholly Owned Subsidiaries,      
neither the Borrower nor any of the Subsidiaries is a party to, and none of the 
properties and assets of the Borrower or any of the Subsidiaries is subject to  
or bound by, any agreement or arrangement with, (a) any Affiliate of the        
Borrower or any of the Subsidiaries, except in each case those agreements or    
arrangements that are entered into on terms not less favorable to the Borrower  
or any Subsidiary as a comparable transaction on an arm's-length basis with an  
unrelated                                                                       

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third party or as may be expressly permitted by Section 6.10, or (b) any        
Shareholder. Except as set forth in Schedule 3.20 and except for transactions   
among the Borrower and Wholly Owned Subsidiaries or among Wholly Owned          
Subsidiaries, neither the Borrower nor any of the Subsidiaries is engaged in any
transaction with (i) any Affiliate of the Borrower or of any Subsidiary, except 
in each case those agreements or arrangements that are entered into on terms not
less favorable to the Borrower or any Subsidiary as a comparable transaction on 
an arm's-length basis with an unrelated third party or as may be expressly      
permitted by Section 6.10, or (ii) any Shareholder.                             

     SECTION 3.21. INSURANCE. The Borrower and the Subsidiaries maintain
policies of fire and casualty, liability, business interruption and other forms 
of insurance in such amounts, with such deductibles and against such risks and  
losses, all of which are in accordance with normal industry practices. All such 
policies are in full force and effect, all premiums due and payable thereon have
been paid (other than retroactive or retrospective premium adjustments that are 
not yet, but may be, required to be paid with respect to any period under       
comprehensive general liability and workmen's compensation insurance policies), 
and no notice of cancellation or termination has been received with respect to  
any such policy which has not been replaced on substantially similar terms prior
to the date of such cancellation. The activities and operations of the Borrower 
and the Subsidiaries have been conducted in a manner so as to conform in all    
material respects to all applicable provisions of such insurance policies.      

        SECTION 3.22. LABOR MATTERS. (i) As of the Closing Date, except as set
forth in Schedule 3.22, there is no labor strike, dispute, work stoppage or     
lockout pending or, to the knowledge of the Borrower, threatened against the    
Borrower or a Subsidiary, (ii) to the knowledge of the Borrower, as of the      
Closing Date, no union organizational campaign is in progress with respect to   
the employees of the Borrower or a Subsidiary; (iii) as of the Closing Date,    
there is no unfair labor practice charge or complaint against the Borrower or a 
Subsidiary pending or, to the knowledge of the Borrower, threatened before the  
National Labor Relations Board; (iv) there are no pending or threatened union   
grievances against the Borrower or a Subsidiary as to which there is a          
reasonable possibility of adverse determination and that, if so determined,     
would have a Material Adverse Effect; (v) there are no pending, or, to the      
knowledge of the Borrower, threatened, charges against the Borrower, a          
Subsidiary or any current or former employee of the Borrower before the Equal   
Employment Opportunity Commission or any state or local agency responsible for  
the prevention of unlawful employment practices which individually or in the    
aggregate are reasonably likely to have a Material Adverse Effect; and (vi) as  
of the Closing Date, none of the Borrower and the Subsidiaries has received     
written notice during the past three years of the intent of any Governmental    
Authority responsible for the enforcement of labor or employment laws to conduct
an investigation of the Borrower or a Subsidiary and, to the knowledge of the   
Borrower, no such investigation is in progress.                                 

         (b) No employee or agent of the Borrower or any Subsidiary that has not
signed a confidentiality and non-compete agreement is privy to any information  
that, if disseminated to an unrelated third party, could have a Material Adverse
Effect.                                                                         

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ARTICLE IV

 CONDITIONS OF LENDING

       SECTION 4.01. FIRST BORROWING. The obligations of the Lenders to make
Loans hereunder, and the obligation of the Issuing Bank to issue Letters of     
Credit hereunder, are subject to the satisfaction of the conditions that on the 
Closing Date:                                                                   

                 (a) The Agents shall have received counterparts hereof signed
      by each of the parties (or, in the case of any Lender as to which an
      executed counterpart shall not have been received, telecopy or other
         written confirmation from such party in form satisfactory to the Agents
of the execution of a counterpart hereof by such Lender).     

            (b) The Administrative Agent shall have received for the
         account of each Lender a duly executed Note or Notes, dated the Closing
Date, complying with the provisions of Section 2.04.          

                 (c) The Administrative Agent on behalf of the Secured Parties
  shall have a security interest in the Collateral of the type and
         priority described in the Collateral Documents, perfected to the extent
      contemplated by Section 3.18 and the Administrative Agent shall have
received:                                                     

                    (i) counterparts of the Pledge Agreement, duly
                 executed by the Borrower and all Domestic Subsidiaries of the
          Borrower, and a duly completed and executed Perfection
                  Certificate from the Borrower and all Domestic Subsidiaries of
the Borrower;                               

                (ii) certificates representing 100% of all
                  outstanding Capital Stock of each Domestic Subsidiary (or such
              other percentage as is owned by the Borrower or applicable
                  Domestic Subsidiary as noted on Schedule 3.08), accompanied by
               stock powers endorsed in blank and Intercompany Notes, duly
        executed by each Domestic Subsidiary, accompanied by
assignments executed in blank;              

                           (iii) except for those Foreign Subsidiaries listed on
          Schedule 5.14(c), certificates representing 65% of all
                  outstanding Capital Stock of each Foreign Subsidiary that is a
                  Restricted Subsidiary, accompanied by stock powers endorsed in
               blank, and, except for those Foreign Subsidiaries listed on
               Schedule 5.14(b), Intercompany Notes, duly executed by each
                  and every Wholly Owned Subsidiary that is a Foreign Subsidiary
              (whether owned directly or indirectly), and each and every
                 non-Wholly Owned Subsidiary that is a Foreign Subsidiary that
                 is borrowing from a Domestic Subsidiary or the Borrower as of
            the Closing Date, accompanied by assignments executed in
blank;                                      

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                     (iv) an acknowledgement copy, or other evidence
                  satisfactory to the Agents, of the proper filing, registration
           or recordation of each document (including each Uniform
           Commercial Code financing statement) required by law or
                 reasonably requested by the Agents to be filed, registered or
          recorded in each jurisdiction and to each Governmental
              Authority in which or to which the filing, registration or
                 recordation is so required or requested in order to create in
            favor of the Administrative Agent for the benefit of the
                  Secured Parties a valid, legal and perfected security interest
                  in or Lien on the Collateral that is the subject of the Pledge
Agreement;                                  

                         (v) certified copies of Requests for Information or
                  Copies (form UCC-11), or equivalent reports from Prentice-Hall
          Financial Services or other independent search service
               satisfactory to the Agents, listing (A) any judgment naming
               the Borrower or any Subsidiary, as judgment debtor, (B) any
           tax lien that names the Borrower or any Subsidiary as a
                  delinquent taxpayer in any of the jurisdictions referred to in
         clause (iv) above and (C) any Uniform Commercial Code
                 financing statement that names the Borrower or any Subsidiary
                as debtor filed in any jurisdiction in which a Lien could be
               perfected against assets of the Borrower or any Subsidiary;

                           (vi) appropriate duly executed termination statements
           (Form UCC-3) signed by all persons disclosed as secured
                parties in the jurisdictions referred to in clauses (iv) and
             (v)(C) above (other than holders of Liens permitted under
                 Section 6.02) in form for filing under the Uniform Commercial
Code in the applicable jurisdictions; and   

                         (vii) any other evidence reasonably required by the
                  Agents to evidence that the Administrative Agent (on behalf of
              the Lenders) holds a perfected, first priority Lien in all
             Collateral for the Facilities, subject to no other Liens,
                except for Liens permitted under Section 6.02. Such evidence
                  shall include, but is not limited to, evidence of registration
                 of the Lenders' security interest on the register or books of
               certain Foreign Subsidiaries and any other action as may be
               required under applicable local law to perfect the Lenders'
         security interest in the Capital Stock of the Foreign
          Subsidiaries (other than with respect to those Foreign
Subsidiaries listed on Schedule 5.14(c).    

                 (d) The Agents shall have received (i) an opinion of Thompson
 Hine & Flory LLP, counsel to the Borrower and the Subsidiaries,
      substantially in the form of Exhibit F hereto dated the Closing Date
         and addressed to the Agents and the Lenders, and (ii) opinions of Doser
Amereller Noack, German counsel to the Borrower and the German
        Subsidiary, and Simmons & Simmons, English counsel to the Borrower and
         the UK Subsidiary, each in form and substance acceptable to the Agents,
     dated the Closing Date and addressed to the Agents and the Lenders.

          (e) The Agents shall have received counterparts of the
Guarantee Agreement duly executed by the Guarantors and the   
Administrative Agent dated as of                              

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  the Closing Date and the Indemnity, Subrogation and Contribution
 Agreement duly executed by the Borrower, the Guarantors and the
Administrative Agent dated as of the Closing Date.            

(f) The Agents shall have received:         

                          (i) an Officer's Certificate, dated the Closing Date
               and signed by a Responsible Officer of each of the Borrower
                  and the Subsidiaries confirming compliance with the conditions
               precedent set forth in subparagraphs (h), (i), (j), (k) and
                  (l) of this Section 4.01 and in subparagraphs (b), (c) and (d)
of Section 4.02;                            

                 (ii) a copy of the long form certificate of
                incorporation or other constitutive documents, including all
             amendments thereto, of each of the Borrower, the Domestic
           Subsidiaries and all Foreign Subsidiaries not listed on
          Schedule 5.14(a), certified as of a recent date by the
                Secretary of State (or comparable authority whether domestic
            or foreign (where available)) of the jurisdiction of its
              organization, and a certificate as to the good standing of
               each such party as of a recent date, from such Secretary of
        State (or other domestic or foreign authority (where
available));                                

                       (iii) a certificate of the Secretary or Assistant
                Secretary of each of the Borrower, the Domestic Subsidiaries
                and all Foreign Subsidiaries not listed on Schedule 5.14(b),
           dated the Closing Date and certifying (A) that attached
         thereto is a true and complete copy of the by-laws or
                  comparable governing instruments of such party as in effect on
               the Closing Date and at all times since a date prior to the
              date of the resolutions described in clause (B) below, (B)
        that attached thereto is a true and complete copy of
         resolutions duly adopted by the Board of Directors or
               comparable governing body of such party (or, in the case of
          any partnership, of the general partner of such party)
              authorizing the execution, delivery and performance of the
                  Loan Documents to which such party is or will be a party, and,
         in the case of the Borrower, the extensions of credit
                hereunder, and that such resolutions have not been modified,
              rescinded or amended and are in full force and effect, (C)
               that the certificate of incorporation or other constitutive
                documents of such party have not been amended since the date
                  of the last amendment thereto shown on the certificate of good
                standing furnished pursuant to clause (ii) above, and (D) as
            to the incumbency and specimen signature of each officer
                  executing any Loan Document or any other document delivered in
    connection herewith on behalf of such party; and

                           (iv) such other documents, opinions, certificates and
             agreements in connection with the Facilities, in form and
                substance satisfactory to the Agents, as it shall reasonably
request.                                    

               (g) The Borrower shall have paid all Fees and other amounts
        due and payable to the Agents or any Lender on or prior to the Closing
Date, including                                               

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       reimbursement or payment of all out-of-pocket expenses required to be
     reimbursed or paid by the Borrower under the Fee Letter or any Loan
Document.                                                     

                 (h) The Agents shall have received evidence that the Existing
  Debt has been repaid in full and all credit facilities, security
         interests and other agreements related thereto have been terminated and
 discharged in a manner satisfactory to the Agents, NCMI and the
   Lenders, and that the Borrower and the Subsidiaries shall have no
         Indebtedness or other liabilities other than Permitted Indebtedness and
liabilities disclosed on Schedule 3.05(b).                    

            (i) No Material Adverse Change shall have occurred since
August 31, 1996.                                              

                (j) The Lenders shall have received evidence satisfactory to
       each of them that the Borrower and the Subsidiaries have obtained all
         governmental (whether domestic or foreign), shareholder and third party
    consents and approvals and expiration of all applicable waiting or
         appeal periods necessary or, in the opinion of the Lenders, appropriate
        in connection with the Facilities and the pledge of the Collateral for
    the Facilities without any action being taken that could restrain,
       prevent or impose any material adverse condition on the Borrower, the
       Subsidiaries (or any of them) or the transactions contemplated hereby
    or that could seek or threaten any of the foregoing, and no law or
      regulation or condition shall be applicable which in the judgment of
the Lenders could have such effect.                           

                (k) There shall not exist any action, suit, investigation or
        proceeding pending or threatened in any court or before any arbitrator
 or Governmental Authority that purports to adversely affect the
Facilities or that could have a Material Adverse Effect.      

             (l) None of the Borrower and the Subsidiaries shall be in
         violation of any law, rule or regulation, or in default with respect to
         any judgment, writ, injunction or decree of any Governmental Authority,
        where such violation or default could reasonably be expected to result
in a Material Adverse Effect.                                 

                  (m) The Agents and the Lenders shall have received information
satisfactory to them regarding litigation, tax, tax sharing   
      arrangements, management arrangements, accounting, labor, insurance,
pension liabilities (actual or contingent), employee benefits 
    (including post-retirement benefits), real estate leases, Material
Contracts, debt agreements, intercompany agreements, property 
      ownership, transaction with affiliates and contingent liabilities of
the Borrower and the Subsidiaries.                            

              (n) The Agents and the Lenders shall have received, and in
 each case approved the consolidated financial statements of the
    Borrower for the most recent three Fiscal Years, including balance
sheets and statements of operation and cash flows, audited by 
    independent public accountants of recognized national standing and
prepared in conformity with GAAP.                             

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                  (o) The Agents and the Lenders shall have completed, and shall
  be satisfied with the results of, their respective due diligence
 investigations of the business, assets, operations, properties,
condition (financial and otherwise), liabilities (actual and  
 contingent) and prospects of the Borrower and the Subsidiaries.

            (p) The Agents and the Lenders shall be satisfied in all
  respects with all agreements and transactions between any of the
  Borrower and the Subsidiaries, on the one hand, and any of their
    Affiliates and Shareholders, on the other hand, and with all other
  material agreements of any of the Borrower and the Subsidiaries.

              (q) The Agents and the Lenders shall be satisfied with the
      corporate and legal structure and capitalization of the Borrower and
the Subsidiaries.                                             

         SECTION 4.02. ALL CREDIT EVENTS. The obligations of the Lenders to make
Loans hereunder, and the obligation of the Issuing Bank to issue Letters of     
Credit hereunder, are subject to the satisfaction of the conditions that on the 
date of each Borrowing and on the date of issuance of each Letter of Credit:    

                 (a) The Agents shall have received a notice of such Borrowing
         as required by Section 2.03 or Section 2.10, or a notice requesting the
        issuance of such Letter of Credit as required by Section 2.22(c), or a
         notice requesting a Swingline Borrowing as required by Section 2.21(a),
as applicable.                                                

               (b) The representations and warranties set forth in Article
    III and the representations and warranties of the Borrower and the
      Subsidiaries set forth in the other Loan Documents shall be true and
correct in all material respects on and as of the date of such
         Borrowing or the date of the issuance of such Letter of Credit with the
         same effect as though made on and as of such date, except to the extent
         such representations and warranties expressly relate to an earlier date
      (in which case such representations and warranties shall be true and
   correct in all material respects on and as of such earlier date).

                  (c) At the time of and immediately after such Borrowing or the
        issuance of such Letter of Credit, the aggregate outstanding principal
   amount of the Loans of each Class, the Swingline Exposure and the
         Letter of Credit Exposure shall not exceed the limitations set forth in
Sections 2.01.                                                

                  (d) At the time of and immediately after such Borrowing or the
         issuance of such Letter of Credit, no Default or Event of Default shall
have occurred and be continuing.                              

Each Borrowing hereunder and each issuance of a Letter of Credit hereunder shall
be deemed to constitute a representation and warranty by the Borrower on the    
date of such Borrowing or issuance of such Letter of Credit as to the matters   
specified in paragraphs (b), (c) and (d) of this Section 4.02. For purposes of  
this Section 4.02, a "Borrowing" does not include a conversion or continuation  
of a previously outstanding Borrowing pursuant to Section 2.10.                 

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 ARTICLE V

 AFFIRMATIVE COVENANTS

         The Borrower covenants and agrees with each Lender that so long as this
Agreement shall remain in effect and until the Commitments have been terminated 
and the Loans, together with interest, Fees and all other Obligations have been 
paid in full, all Letters of Credit have been canceled or have expired, and all 
amounts drawn thereunder have been reimbursed in full, unless the Required      
Lenders shall otherwise consent in writing:                                     

      SECTION 5.01. EXISTENCE; BUSINESSES AND PROPERTIES. (a) The Borrower
will, and will cause each of the Subsidiaries to, do or cause to be done all    
things necessary to preserve, renew and keep in full force and effect its legal 
existence, except as otherwise expressly permitted under Sections 6.05(a) and   
(b).                                                                            

       (b) The Borrower will, and will cause each of the Subsidiaries to, do
or cause to be done all things necessary to obtain, preserve, renew, extend and 
keep in full force and effect the rights, leases, privileges, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks, trade names and all
other intellectual property material to the conduct of its business; maintain   
and operate such business in substantially the manner in which it is presently  
conducted and operated; comply in all material respects with all applicable     
laws, rules, regulations (including any zoning, building, ordinance, code or    
approval or any building permits or any restrictions of record or agreements    
affecting real property and excluding environmental laws, which are subject to  
the provisions of Section 5.11) and judgments, writs, injunctions, decrees and  
orders of any Governmental Authority, whether now in effect or hereafter        
enacted; and at all times maintain and preserve all property material to the    
conduct of such business and keep such property in good repair, working order   
and condition (subject to ordinary wear and tear) and from time to time make, or
cause to be made, all needful and proper repairs, renewals, additions,          
improvements and replacements thereto necessary in order that the business      
carried on in connection therewith may be properly conducted at all times.      

        SECTION 5.02. INSURANCE. (a) The Borrower will, and will cause each of
the Subsidiaries to, keep its insurable properties fully insured at all times by
financially sound and reputable insurers; such insurance to include fire and    
other risks insured against by extended coverage, public and product liability  
insurance against claims for personal injury or death or property damage        
occurring upon, in, about or in connection with the use of any properties owned,
occupied or controlled by it and business interruption insurance, and maintain  
such other insurance as may be required by law and as is customary in the       
industry. The Borrower shall deliver to the Administrative Agent on the Closing 
Date a report from the Borrower's independent insurance consultant demonstrating
that the insurance required by this Section 5.02 is in effect.                  

       (b) The Borrower will, and will cause each of the Subsidiaries to, on
the request of the Agents, deliver original or certified copies of all insurance
policies to the Agents.                                                         

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         (c) In connection with the covenants set forth in this Section 5.02, it
is understood and agreed that:                                                  

                  (i) none of the Agents, the Lenders, the Issuing Bank or their
       respective agents or employees shall be liable for any loss or damage
        insured by the insurance policies required to be maintained under this
 Section 5.02, it being understood that (A) the Borrower and the
    Subsidiaries shall look solely to their insurance companies or any
         other parties other than the aforesaid parties for the recovery of such
         loss or damage and (B) such insurance companies shall have no rights of
        subrogation against the Agents, the Lenders, the Issuing Bank or their
agents or employees;                                          

                 (ii) upon the occurrence of an Event of Default, the Borrower
    will permit an insurance consultant retained by the Agents, at the
         expense of the Borrower, to review the insurance policies maintained by
the Borrower and the Subsidiaries; and                        

                  (iii) the designation of any form, type or amount of insurance
        coverage by the Agents or the Lenders under this Section 5.02 shall in
       no event be deemed a representation, warranty or advice by the Agents
        or the Lenders that such insurance is adequate for the purposes of the
    business of the Borrower and the Subsidiaries or the protection of
their properties.                                             

        SECTION 5.03. OBLIGATIONS AND TAXES. The Borrower will, and will cause
each of the Subsidiaries to, pay all of its Indebtedness and other obligations  
promptly and in accordance with their terms and pay and discharge promptly when 
due all taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or in respect of its property, before the same shall 
become delinquent or in default, as well as all lawful claims for labor,        
materials and supplies or otherwise which, if unpaid, might give rise to a Lien 
upon such properties or any part thereof; PROVIDED, THAT, such payment and      
discharge shall not be required with respect to any such tax, assessment,       
charge, levy or claim so long as the validity or amount thereof shall be        
contested in good faith by appropriate proceedings diligently pursued and the   
Borrower shall have set aside on its books adequate reserves in accordance with 
GAAP with respect thereto and such contest operates to suspend collection of the
contested obligation, tax, assessment or charge and enforcement of a Lien.      

     SECTION 5.04. FINANCIAL STATEMENTS, REPORTS, ETC. The Borrower will
furnish to the Agents and each Lender:                                          

              (a) as soon as available, and in any event within 105 days
after the end of each Fiscal Year (i) its consolidated and    
        consolidating balance sheet and related consolidated and consolidating
       statements of operations and cash flows, showing the consolidated and
       consolidating financial position of the Borrower and its Consolidated
       Subsidiaries as of the close of such Fiscal Year and the consolidated
     and consolidating results of their operations and cash flows during
       such year, in each case setting forth in comparative form the figures
        for the preceding Fiscal Year, with all of the consolidated statements
   having been audited by a nationally recognized independent public
   accounting firm and accompanied by an opinion of such accountants
      (which shall not be qualified in any material respect) to the effect
that such financial                                           

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   statements fairly present the consolidated financial position and
       consolidated results of operations and cash flows of the Borrower and
    its Consolidated Subsidiaries in accordance with GAAP consistently
       applied and (ii) copies of its Annual Report on Form 10-K prepared in
   compliance with the requirements therefor and filed with the SEC;

             (b) as soon as available, and in any event within 45 days
         after the end of each of the first three fiscal quarters of each Fiscal
  Year (i) its consolidated balance sheet and related consolidated
   statements of operations and cash flows, showing the consolidated
         financial position of the Borrower and its Consolidated Subsidiaries as
        of the close of such fiscal quarter, the consolidated results of their
   operations and cash flows during such fiscal quarter and the then
         elapsed portion of such Fiscal Year and the consolidated cash flows for
       the then elapsed portion of such Fiscal Year, all certified by one of
        its Financial Officers as fairly presenting the consolidated financial
       position and consolidated results of operations and cash flows of the
    Borrower and its Consolidated Subsidiaries in accordance with GAAP
        consistently applied, subject to normal year-end audit adjustments and
         (ii) copies of its Quarterly Report on form 10-Q prepared in compliance
with the requirements therefore and filed with the SEC;       

              (c) concurrently with any delivery of financial statements
   under paragraph (a) or (b) above, an Officer's Certificate of the
      Borrower certifying that no Default or Event of Default has occurred
        or, if such a Default or Event of Default has occurred, specifying the
       nature and extent thereof and any corrective action taken or proposed
to be taken with respect thereto;                             

              (d) concurrently with any delivery of financial statements
        under paragraph (a) or (b) above, a certificate of a Financial Officer
     of the Borrower, substantially in the form of Exhibit G hereto, (i)
     setting forth computations in reasonable detail satisfactory to the
  Administrative Agent demonstrating compliance with the covenants
         contained in Sections 6.13 and 6.14, (ii) setting forth computations in
reasonable detail satisfactory to the Administrative Agent    
         demonstrating the Consolidated Pricing Ratio and (iii) stating whether,
 since the date of the most recent Required Financial Statements
 previously delivered, there has been any material change in the
        generally accepted accounting principles applied in the preparation of
         the Borrower's financial statements and, if so, describing such change;

                  (e) promptly upon their becoming publicly available, copies of
     all (i) financial statements, reports, notices and proxy statements
       sent or made available by the Borrower to all of its security holders
        in compliance with the Exchange Act or any comparable Federal or state
     laws relating to the disclosure by any person of information to its
 security holders, (ii) all regular and periodic reports and all
         registration statements and prospectuses filed by the Borrower with any
       securities exchange or with the SEC, and (iii) all press releases and
     other statements made available by the Borrower or its Subsidiaries
         concerning material developments in the business of the Borrower or any
of the Subsidiaries, as the case may be;                      

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                 (f) promptly upon completion, but in any event not later than
45 days after the commencement of each Fiscal Year, a copy of 
   projections by the Borrower of its consolidated balance sheet and
       related consolidated statements of operations and cash flows for such
      Fiscal Year (including all material assumptions to such projections)
        and a budget for such Fiscal Year, all in form customarily prepared by
      the Borrower's management, such projected financial statements to be
        accompanied by a certificate of a Financial Officer to the effect that
       such projected financial statements have been prepared in good faith,
      based on assumptions that the Borrower believes to be reasonable and
       based on the best information available to the Borrower and that such
       Financial Officer has no reason to believe they are misleading in any
        material respect in light of the circumstances existing at the time of
        preparation thereof. Further, in connection with any request to extend
  the Tranche B Revolving Credit Maturity Date pursuant to Section
     2.09(f), the Borrower shall provide the Agents and the Lenders with
preliminary projections and budgets prepared by the Borrower's
management for the coming Fiscal Year;                        

          (g) at least 10 but not more than 30 days prior to any
       Permitted Acquisition, financial projections covering the period from
        the date of such Permitted Acquisition through the Tranche A Revolving
      Credit Maturity Date giving effect to such Permitted Acquisition and
        demonstrating compliance by the Borrower on a pro forma basis with the
      covenants in Article VI from and after the date of, and after giving
      effect to such Permitted Acquisition through the Tranche A Revolving
       Credit Maturity Date (such projections to be certified by a Financial
      Officer of the Borrower as having been prepared in good faith on the
  basis of assumptions believed by the Borrower to be reasonable);

                (h) as soon as available, and in any event within 15 days of
         receipt, any final management letter issued or provided by the auditors
of the Borrower or any Subsidiary; and                        

           (i) promptly, from time to time, such other information
       regarding the operations, business affairs and financial condition of
     the Borrower or any Subsidiary, or compliance with the terms of any
      Loan Document, as either Agent or any Lender may reasonably request.

       SECTION 5.05. OTHER INFORMATION. (a) The Borrower will furnish to the
Agents prompt written notice of the following:                                  

                  (i) any Default or Event of Default, specifying the nature and
        extent thereof and the corrective action (if any) proposed to be taken
with respect thereto;                                         

                  (ii) the filing or commencement of, or any threat or notice of
  intention of any person to file or commence, any action, suit or
proceeding, whether at law or in equity or by or before any   
         Governmental Authority, against or affecting the Borrower or any of the
        Subsidiaries (A) which, if adversely determined, could individually or
     in the aggregate, reasonably be expected to have a Material Adverse
  Effect or (B) which involves a claim or series of related claims
against the Borrower or any Subsidiary in                     

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     excess of $500,000; PROVIDED, THAT, the Borrower is not required to
       give written notice of claims fully covered by third party insurance;

     (iii) all matters materially affecting the value,
         enforceability or collectibility of any material portion of its assets,
     including changes to significant contracts, schedules of equipment,
       changes of significant equipment or real property, the reclamation or
repossession of, or the return to the Borrower or any of the  
    Subsidiaries of, a material amount of goods and material claims or
         disputes asserted by any customer or other obligor, which matters could
have a Material Adverse Effect;                               

                (iv) any material adverse change in the relationship between
       any of the Borrower and the Subsidiaries, on the one hand, and any of
      its respective suppliers, licensors or customers, on the other hand,
       which could reasonably be expected to have a Material Adverse Effect;

                  (v) all proposed amendments to any material agreement relating
         to Indebtedness to which the Borrower or any Subsidiary is a party; and

                  (vi) any development that individually or in the aggregate has
  resulted in, or could reasonably be expected to have, a Material
Adverse Effect.                                               

  (b) Immediately upon receipt by the Borrower, the Borrower shall
provide the Agents and the Lenders with copies of all notices (including notices
of default), statements and financial information received from any other       
creditor or lessor with respect to any item of Indebtedness which, if not paid, 
could give rise to an Event of Default or the repossession of material property 
from the Borrower or any of the Subsidiaries.                                   

         (c) Any notification required by this Section 5.05 shall be accompanied
by a certificate of a Financial Officer of the Borrower setting forth the       
details of the specified events and the action which the Borrower proposes to   
take with respect thereto.                                                      

        SECTION 5.06. ERISA. (a) The Borrower will, and will cause each of the
Subsidiaries to, comply in all material respects with the applicable provisions 
of ERISA and the Code.                                                          

   (b) The Borrower will promptly give notice to the Agents and each
Lender of the following events, as soon as possible and in any event within 30  
days after the Borrower knows or has reason to know thereof: (i) the occurrence 
or expected occurrence of any Reportable Event with respect to any Plan, a      
failure to make any required contribution to a Plan, any filing by the Borrower 
with the PBGC of a notice of intent to terminate a Plan, any receipt by the     
Borrower of notice from the PBGC of the intention of the PBGC to terminate a    
Plan or appoint a trustee to administer a Plan, any Lien in favor of the PBGC or
a Plan, or any withdrawal from, or the termination, reorganization or insolvency
(within the meaning of such terms as used in ERISA) of, any Multiemployer Plan; 
or (ii) the institution of proceedings or the taking of any other action by the 
PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan
with respect to the withdrawal                                                  

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from, or the termination, reorganization or insolvency (within the meaning of   
such terms as used in ERISA) of, any Single Employer Plan or Multiemployer Plan.

SECTION 5.07. MAINTAINING RECORDS; ACCESS TO PROPERTIES AND   
INSPECTIONS. The Borrower will, and will cause each of the Subsidiaries to, keep
proper books of record and account in which full, true and correct entries in   
conformity with GAAP and all requirements of law are made of all dealings and   
transactions in relation to its business and activities. The Borrower will, and 
will cause each of the Subsidiaries to, permit any representatives designated by
either Agent or any Lender to visit and inspect the financial records and the   
properties of the Borrower or any Subsidiary at reasonable times and as often as
reasonably requested, and to make extracts from and copies of such financial    
records, and permit any representatives designated by either Agent or any Lender
to discuss the affairs, finances and condition of the Borrower or any Subsidiary
with the officers thereof and independent accountants therefor (with            
representatives of the Borrower present unless an Event of Default or Default   
has occurred and is continuing).                                                

      SECTION 5.08. USE OF PROCEEDS. The Borrower will use the proceeds of
the Loans and request the issuance of Letters of Credit only for the purposes   
set forth in Section 3.13.                                                      

      SECTION 5.09. INTEREST RATE PROTECTION AGREEMENTS. After the Closing
Date in the event the Borrower elects to enter into and thereafter maintain in  
full force and effect Interest Rate Protection Agreements, then such Interest   
Rate Protection Agreements shall be at rates and on terms reasonably            
satisfactory to the Agents and the Borrower; PROVIDED, THAT, it is understood   
and agreed that any Interest Rate Protection Agreement entered into with any    
person other than a Lender must be unsecured. The Borrower will promptly deliver
evidence of the execution and delivery of such Interest Rate Protection         
Agreements to the Administrative Agent.                                         

       SECTION 5.10. FISCAL YEAR. The Borrower will cause its Fiscal Year to
end on August 31 in each year. The Borrower will cause each Subsidiary to cause 
their respective Fiscal Years to end on the date in each year that is the date  
of such Subsidiaries' Fiscal Year end in effect as of the Closing Date.         

  SECTION 5.11. COMPLIANCE WITH ENVIRONMENTAL LAWS; PREPARATION OF
ENVIRONMENTAL REPORTS. (a) The Borrower will, and will cause each Subsidiary to,
comply, and use its best efforts to cause all lessees and other persons         
occupying the properties owned or leased by the Borrower and the Subsidiaries to
comply, in all material respects with all environmental laws and environmental  
permits applicable to its operations and properties except to the extent that   
the failure to comply therewith could not reasonably be expected to result in   
liability in excess of $500,000; obtain and renew all material environmental    
permits necessary for its operations and properties; and conduct any remedial   
action required under, and in accordance with, environmental laws, except to the
extent that: (i) the cost of such remedial action could not reasonably be       
expected to exceed $500,000; or (ii) the necessity of any such remedial action  
is being contested in good faith by appropriate proceedings timely instituted   
and diligently pursued and in the manner provided by applicable law.            

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      (b) If a Default or Event of Default caused by reason of a breach of
Section 3.17 or 5.11(a) shall have occurred and be continuing, or if the laws of
the United States or any state in which the Borrower or any of the Subsidiaries 
leases or owns property provide that a Lien upon the property of the Borrower or
any of the Subsidiaries may be obtained for the removal of Hazardous Materials  
which have been released, at the request of the Required Lenders through the    
Administrative Agent, the Borrower will provide to the Lenders within 45 days   
after such request, at the expense of the Borrower, an environmental site       
assessment report for the properties which are the subject of such Default or   
Event of Default prepared by an environmental consulting firm reasonably        
acceptable to the Agents and indicating the presence or absence of Hazardous    
Materials and the estimated cost of any compliance or remedial action in        
connection with such properties. To the extent any such Hazardous Materials are 
located therein or thereunder that either (i) subjects a property to Lien or    
(ii) requires removal to safeguard the health of any person, the Borrower shall,
and shall cause each of the Subsidiaries to, remove, or cause to be removed,    
such Lien and such Hazardous Materials at the Borrower's expense.               

     SECTION 5.12. SUBSIDIARIES. The Borrower shall cause each and every
Domestic Subsidiary that is (i) existing as of the Closing Date, to execute and 
deliver a Guarantee Agreement, Indemnity, Subrogation and Contribution          
Agreement, Intercompany Note, Pledge Agreement and other Collateral Documents as
may be required by the Agents, and (ii) organized or acquired subsequent to the 
date hereof, to execute and deliver an Intercompany Note and a Supplemental     
Agreement immediately upon and contemporaneously with their organization or     
acquisition. The Borrower will cause each and every Foreign Subsidiary that is  
existing as of the Closing Date, or organized or is acquired subsequent thereto,
to (x) execute and deliver an Intercompany Note in accordance with the terms of 
Section 5.14; PROVIDED, THAT, Foreign Subsidiaries that are not Wholly Owned    
Subsidiaries shall not be required to execute an Intercompany Note unless and   
until the applicable Foreign Subsidiary incurs Intercompany Indebtedness to the 
Borrower or a Wholly Owned Subsidiary that is a Domestic Subsidiary, at which   
time and as a condition to that borrowing, such Foreign Subsidiary shall execute
and deliver an Intercompany Note, and (y) in the event any Foreign Subsidiary   
borrows funds (as permitted hereunder) in excess of $250,000 from the Borrower  
or any Domestic Subsidiary, contemporaneously with such borrowing, deliver an   
opinion of counsel reasonably required by the Agents regarding the              
enforceability thereof and the Lender's security interest therein. Nothing in   
this Section 5.12 shall be deemed to imply that any such acquisition or         
organization of a Subsidiary is permitted under this Agreement.                 

     SECTION 5.13. FURTHER ASSURANCES. Within 10 days after a request by
either of the Agents or the Required Lenders, the Borrower will, and will cause 
each Subsidiary to, execute any and all further documents, financing statements,
agreements and instruments, and take all further action (including filing       
Uniform Commercial Code and other financing statements that may be required     
under applicable law, or that the Required Lenders or the Agents may reasonably 
request), in order to effectuate the transactions contemplated by the Loan      
Documents and in order to grant, maintain, preserve, protect and perfect the    
validity and first priority of the security interests created or intended to be 
created by the Collateral Documents. Such security interests and Liens will be  
created under the Collateral Documents and other security agreements,           
instruments and documents in form and substance satisfactory to the Agents, and 
the Borrower shall deliver or cause to be delivered to the                      

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Lenders all such instruments and documents (including legal opinions and lien   
searches) as the Agents shall reasonably request to evidence compliance with    
this Section 5.13. The Borrower agrees to provide such evidence as the Agents   
shall reasonably request as to the perfection and priority status of each such  
security interest and Lien.                                                     

       SECTION 5.14. CERTAIN POST-CLOSING COVENANTS. Within 30 days from the
Closing Date the Borrower agrees to (a) with respect to the Foreign Subsidiaries
listed on Schedule 5.14(a), deliver the certificates and documents (translated  
into English) that are listed and described in Section 4.01(f)(ii), (b) with    
respect to the Foreign Subsidiaries that are listed on Schedule 5.14(b), deliver
the documents and instruments listed and described by Section 4.01(f)(iii) and  
(c) with respect to the Foreign Subsidiaries that are listed on Schedule        
5.14(c), deliver certificates of Capital Stock, stock powers and other documents
and instruments described in Section 4.01(c)(iii) and/or such other evidence as 
may be required pursuant to Section 4.01(c)(vii) to evidence that the           
Administrative Agent (on behalf of the Lenders) holds a perfected, first        
priority Lien on the Capital Stock of such Foreign Subsidiaries. With respect to
those Foreign Subsidiaries that are Wholly Owned Subsidiaries and listed on     
Schedule 5.14(b), the Borrower agrees to cause such Foreign Subsidiaries to     
execute and deliver to the Borrower, and then to the Administrative Agent       
pursuant to the Pledge Agreement, all within 30 days from the Closing Date,     
Intercompany Notes executed on behalf of such Foreign Subsidiaries. With respect
to those Foreign Subsidiaries that are Restricted Subsidiaries and listed on    
Schedule 5.14(c), the Borrower agrees to deliver a letter from its counsel in   
each applicable jurisdiction setting forth the steps and procedures required to 
perfect a Lien on the Capital Stock of that Foreign Subsidiary pursuant to the  
laws of such jurisdiction. It is understood and agreed that, with respect to any
Foreign Subsidiary listed on Schedule 5.14(a) (b) or (c), until the covenants   
and requirements set forth in this Section 5.14 with respect to such Foreign    
Subsidiary have been satisfied in full, in the reasonable opinion of the Agents,
such Foreign Subsidiary shall not be deemed to be a "Foreign Subsidiary" for    
purposes of activities permitted pursuant to Article 6 of this Agreement (other 
than Sections 6.01(k) and 6.01(l)).                                             

ARTICLE VI

NEGATIVE COVENANTS

         The Borrower covenants and agrees with each Lender that so long as this
Agreement shall remain in effect and until the Commitments have been terminated 
and the Loans, together with interest, Fees and all other Obligations have been 
paid in full, all Letters of Credit have been canceled or have expired and all  
amounts drawn thereunder have been reimbursed in full, unless the Required      
Lenders shall otherwise consent in writing:                                     

       SECTION 6.01. INDEBTEDNESS. The Borrower will not, and will not cause
or permit any of the Subsidiaries to, incur, create, issue, assume, guarantee or
permit to exist any Indebtedness or Disqualified Stock, except:                 

                  (a) Indebtedness or Disqualified Stock existing on the Closing
 Date that is set forth in Schedule 6.01 (but not any extension,
renewal, increase or refinancing                              

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     thereof, other than the refinancing of Indebtedness permitted under
        Section 6.01(d) (i) if such refinancing is within the terms and limits
of Section 6.01(d)(i));                                       

                 (b) Indebtedness created and evidenced by the Loan Documents;

              (c) Intercompany Indebtedness existing on the Closing Date
      that is set forth on Schedule 6.01, or arising thereafter; PROVIDED,
   THAT (i) in the case of Intercompany Indebtedness existing on the
         Closing Date, all such Indebtedness is listed on Schedule 6.01, (ii) in
       the case of Intercompany Indebtedness arising after the Closing Date,
         all such Indebtedness is evidenced by Intercompany Notes pledged to the
Agents and the Lenders pursuant to the Pledge Agreement and is
      permitted pursuant to Section 6.04(b); PROVIDED, THAT, the aggregate
      Intercompany Indebtedness of Foreign Subsidiaries to the Borrower or
       any Domestic Subsidiary shall not exceed $20,000,000 at any time and,
        contemporaneously with any loan or advance to a Foreign Subsidiary, if
      required by the terms of Section 5.12, the Borrower shall deliver or
         cause to be delivered to the Administrative Agent an opinion of counsel
to such Foreign Subsidiary, in form and substance reasonably  
       satisfactory to the Administrative Agent, stating that the applicable
       Intercompany Note is the valid, binding and enforceable obligation of
     such Foreign Subsidiary and (iii) Intercompany Indebtedness that is
created between Domestic Subsidiaries that are Wholly Owned   
     Subsidiaries is not required to be evidenced by Intercompany Notes;
         PROVIDED, THAT, such Indebtedness (i) is incurred in good faith, in the
         ordinary course of business, and for a legitimate company purpose, (ii)
         is unsecured and (iii) is, by its terms, not assignable, transferrable,
sellable, or otherwise pledgeable to any third party;         

      (d) (i) Indebtedness for borrowed money of Foreign
    Subsidiaries to unrelated third parties (including guarantees with
       respect thereto by the Borrower or any other Subsidiaries, as long as
       those guarantees are unsecured (except for Liens on the assets (other
      than Capital Stock) of the applicable Foreign Subsidiary)) that does
        not exceed $15,000,000 in an aggregate amount outstanding at any time,
      (which Indebtedness includes the Indebtedness described in item 4 of
       Schedule 6.01) and (ii) in the event the Borrower acquires a majority
(or more) of the total outstanding Capital Stock of the Indian
      Affiliate as permitted by Section 6.04(g), then the Indebtedness for
        borrowed money of the Indian Affiliate existing as of the Closing Date
that does not exceed $6,000,000;                              

        (e) Indebtedness of the Borrower or any Wholly Owned
   Subsidiary that is a Domestic Subsidiary to Foreign Subsidiaries;
  PROVIDED, THAT such Indebtedness is unsecured and is created and
     outstanding under an agreement or instrument pursuant to which such
   Indebtedness is subordinated to the Obligations secured under the
        Collateral Documents at least to the extent provided in the instrument
attached hereto as Exhibit L;                                 

          (f) Indebtedness owed to any person providing worker's
        compensation, health, disability or other employee benefits, property,
       casualty or liability insurance to the Borrower or any Subsidiary, so
       long as such Indebtedness shall not be in excess of the amount of the
 unpaid cost or estimated or negotiated amounts of, and shall be

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        incurred only to defer the cost or estimated or negotiated amounts of,
   such insurance for the applicable insurance period for which such
     Indebtedness is incurred and such Indebtedness shall be outstanding
        only during such period (which period shall not extend beyond the date
that is two years after the date on which such Indebtedness is
incurred);                                                    

             (g) Indebtedness (including Capital Lease Obligations and
         Purchase Money Indebtedness) issued or assumed as the deferred purchase
         price of property or services (excluding trade accounts payable arising
in the ordinary course of business and paid in accordance with
      customary trade terms) in a principal amount at any time outstanding
not in excess of $5,000,000 and incurred to finance Capital   
Expenditures permitted by Section 6.13;                       

           (h) Interest Rate Protection Agreements entered into in
accordance with Section 5.09;                                 

                (i) Indebtedness for advances permitted by Sections 6.04(d);

                  (j) Indebtedness issued to a seller or assumed as the deferred
purchase price of a person (or to which the acquired person is
        subject), business or asset in connection with a Permitted Acquisition
      pursuant to Section 6.04(g); PROVIDED, THAT (i) such Indebtedness is
        not secured by a Lien on any assets other than assets acquired in such
         Permitted Acquisition, (ii) any Indebtedness issued or assumed pursuant
         to this Section 6.01(j) may not be refinanced in any manner except with
      Revolving Loans and (iii) the aggregate principal amount of all such
    Indebtedness outstanding at any time shall not exceed $10,000,000;

                (k) Indebtedness from one Wholly Owned Foreign Subsidiary to
another Wholly Owned Foreign Subsidiary; PROVIDED, THAT, such 
       Indebtedness (i) is incurred in good faith, in the ordinary course of
       business, and for a legitimate company purpose, (ii) is unsecured and
     (iii) is, by its terms, not assignable, transferrable, sellable, or
otherwise pledgeable to any third party;                      

                (l) Indebtedness of Foreign Subsidiaries pursuant to foreign
 currency hedge contracts entered into in the ordinary course of
business; and                                                 

              (m) Indebtedness of Glasteel Parts and Services, Inc. that
    exists solely as a result of their general partnership interest in
   Universal Glasteel Equipment, an Ohio general partnership ("UGE")
        resulting from Indebtedness for borrowed money incurred by UGE for the
       purpose of making a loan to Galeglass, Inc. (or an Affiliate thereof)
in an amount not to exceed $2,000,000.                        

    SECTION 6.02. NEGATIVE PLEDGE. The Borrower will not, and will not
cause or permit any of the Subsidiaries to, create, incur, assume or permit to  
exist any Lien on any property or assets (including Capital Stock or other      
securities of any Subsidiary or other person) now owned or hereafter acquired by
it or on any income or revenues or rights in respect of any thereof, except:    

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                 (a) Liens existing on the Closing Date and that are set forth
in Schedule 6.02, provided that such Liens secure only those  
obligations which they secure on the Closing Date;            

               (b) Liens in favor of the Administrative Agent on behalf of
the Secured Parties created by the Collateral Documents;      

                (c) Liens for taxes not yet due or which are being contested
in compliance with Section 5.03;                              

             (d) carriers', warehousemen's, mechanic's, materialmen's,
   repairmen's or other like Liens arising in the ordinary course of
       business and securing obligations that are not due or which are being
contested in compliance with Section 5.03;                    

           (e) pledges and deposits made in the ordinary course of
  business in compliance with workmen's compensation, unemployment
insurance and other social security laws or regulations;      

         (f) deposits to secure the performance of bids, trade
     contracts (other than for Indebtedness), leases (other than Capital
     Lease Obligations), statutory obligations, surety and appeal bonds,
      performance bonds and other obligations of a like nature incurred in
the ordinary course of business;                              

         (g) zoning restrictions, easements, rights-of-way and
         restrictions on use of real property existing as of the Closing Date or
      incurred in the ordinary course of business which, in the aggregate,
      are not substantial in amount and do not materially detract from the
      value of the property subject thereto or interfere with the ordinary
     conduct of the business of the Borrower or any of the Subsidiaries;

           (h) unperfected Liens arising by operation of law under
        Article 2 of the Uniform Commercial Code in favor of unpaid sellers or
        prepaying buyers of goods relating to amounts that are not past due in
accordance with their respective terms of sale;               

           (i) purchase money security interests in real property,
       improvements thereto or equipment hereafter acquired (or, in the case
  of improvements, constructed) by the Borrower or any Subsidiary;
PROVIDED, THAT (i) such security interests secure Indebtedness
permitted by Section 6.01(g), (ii) such security interests are
      incurred, and the Indebtedness secured thereby is created, within 90
        days after such acquisition (or completion of construction), (iii) the
        Indebtedness secured thereby does not exceed 100% of the lesser of the
      cost or the fair market value of such real property, improvements or
equipment at the time of such acquisition (or completion of   
    construction) and (iv) such security interests do not apply to any
other property or assets of the Borrower or any Subsidiary;   

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                  (j) leases or subleases which are entered into in the ordinary
   course of the business and which do not interfere in any material
      respect with the ordinary conduct of the business of the Borrower or
its Subsidiaries;                                             

              (k) Liens existing on any asset (other than Capital Stock)
  acquired in a Permitted Acquisition or on the assets (other than
   Capital Stock) of any person acquired in a Permitted Acquisition;
  PROVIDED, THAT, (i) the Indebtedness secured by any such Lien is
       permitted under Section 6.01(j), (ii) any such Lien is created at the
         time of completion of the Permitted Acquisition, (iii) the Indebtedness
       secured thereby does not exceed 100% of the lesser of the cost or the
      fair market value of the asset acquired at the time of the Permitted
  Acquisition and (iv) such Liens are confined solely to the asset
     acquired (or assets of the person acquired) and do not apply to any
other asset of the Borrower or any Subsidiary; and            

             (l) Liens on assets (other than Capital Stock) of Foreign
  Subsidiaries securing Indebtedness or guarantees permitted under
Section 6.01(d).                                              

        SECTION 6.03. SALE AND LEASE-BACK TRANSACTIONS. The Borrower will not,
and will not cause or permit any of the Subsidiaries to, enter into any         
arrangement, directly or indirectly, with any person whereby it shall sell or   
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or  
other property which it intends to use for substantially the same purpose or    
purposes as the property being sold or transferred; PROVIDED, THAT, the Borrower
may enter into such a transaction if, and only if, a legitimate tax purpose     
exists for such transaction and the aggregate fair market value of the assets   
that are the subject of such transaction or transactions does not exceed        
$5,000,000 at any one time.                                                     

       SECTION 6.04. INVESTMENTS, LOANS AND ADVANCES. The Borrower will not,
and will not cause or permit any of the Subsidiaries to, purchase, hold or      
acquire any Capital Stock, evidences of indebtedness or other securities of,    
make or permit to exist any loans, extensions of credit or advances to, make    
guarantees in favor of, or make or permit to exist any other investment, capital
contribution or other interest in, any other person, except:                    

                  (a) (i) equity investments existing on the Closing Date by the
Borrower in the Subsidiaries and listed on Schedule 6.04, (ii)
     contributions of equity made after the Closing Date to Wholly Owned
   Subsidiaries of the Borrower that do not exceed $1,000,000 in the
         aggregate during any Fiscal Year, as long as such contributions are not
        made for the purpose of funding an acquisition not otherwise permitted
  hereunder, and (iii) treasury stock held by the Borrower and its
 Subsidiaries on the Closing Date and listed on Schedule 6.04 or
   acquired by the Borrower or a Subsidiary as permitted pursuant to
Section 6.06(a);                                              

             (b) loans and advances made after the Closing Date by the
       Borrower or any Wholly Owned Subsidiary that is a Domestic Subsidiary
     to any Subsidiary or the Borrower; PROVIDED, THAT, any such loan or
        advance (i) is evidenced by an Intercompany Note pledged and delivered
       to the Administrative Agent on behalf of the Secured Parties pursuant
to the Pledge Agreement (other than as excepted in            

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   clause (iii) of Section 6.01(c)), and (ii) is otherwise permitted
pursuant to Section 6.01(c);                                  

        (c) trade accounts receivable (and related notes and
         instruments) arising in the ordinary course of business consistent with
past practices;                                               

                 (d) (i) advances to employees for home-swing loans and moving
        and travel expenses in the ordinary course of business consistent with
   past practices, and guarantees by the Borrower in connection with
         home-swing loans of third parties to employees, that, in the aggregate,
        do not exceed $1,000,000 at any one time outstanding and (ii) loans to
      executive officers of the Borrower to assist in the payment of taxes
       resulting from an election made under Section 83(b) of the Code which
         shall not exceed $500,000 in the aggregate at any one time outstanding;

(e) Cash Equivalents;                       

                  (f) securities held by the Borrower or any of the Subsidiaries
prior to the Closing Date and listed in Schedule 6.04;        

               (g) one or more non-hostile acquisitions by the Borrower or
        any Qualified Acquisition Subsidiary of assets or Capital Stock (other
        than Margin Stock) of any other person (such assets, in the case of an
         asset acquisition, or person, in the case of the acquisition of Capital
       Stock, is referred to herein as the "ACQUIRED ENTITY") so long as (i)
      in the case of an acquisition of assets, such assets are to be used,
   and in the case of an acquisition of Capital Stock, the person so
         acquired is engaged, in a business generally considered to be a part of
       the fluids management industry, (ii) the Borrower shall have provided
        the Lenders with the financial projections required by Section 5.04(g)
     and such other information as the Lenders shall reasonably request,
    (iii) on the date of such acquisition and immediately after giving
         effect thereto, the representations and warranties set forth in Article
      III shall be true and correct in all material respects with the same
         effect as though made on and as of such date and no Default or Event of
     Default shall exist, (iv) the Consolidated Leverage Ratio shall not
exceed 3.75 to 1.00 calculated on a pro forma basis, (v) the  
         Consolidated Fixed Charge Coverage Ratio shall not be less than 2.00 to
1.00 calculated on a pro forma basis, (vi) in the case of an  
        acquisition of Capital Stock of a person, then simultaneously with any
   such acquisition, the Administrative Agent for the benefit of the
        Secured Parties shall be granted (A) in the case of a person organized
        under the laws of the United States, any State thereof or the District
        of Columbia, a first priority security interest in all of such Capital
        Stock acquired by the Borrower or any Qualified Acquisition Subsidiary
        as part of such acquisition, and (B) in the case of a person organized
    under the laws of a jurisdiction other than the United States, any
  State thereof or the District of Columbia, that will be acquired
     directly by the Borrower or a Domestic Subsidiary, a first priority
       security interest in 65% of all of the Capital Stock of the person so
    acquired, and in all cases the Borrower shall, and shall cause any
applicable Subsidiary to, execute any documents (including a  
     Supplemental Agreement, Intercompany Note, financing statements and
   other Collateral Documents) and take all action (including filing
financing statements and                                      

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   obtaining and providing consents, and legal opinions) that may be
         required under applicable law, or that the Agents may request, in order
       to grant, preserve, protect and perfect such security interest, (vii)
 in the case of an acquisition of Capital Stock of a person, the
       Borrower acquires directly or indirectly 100% of the Capital Stock of
        such person; PROVIDED, THAT, with respect to the Indian Affiliate, the
        Borrower may acquire less than all but at least a majority interest in
         the Indian Subsidiary for a total aggregate consideration not to exceed
$10,000,000, and (viii) the aggregate Fair Market Value of    
         consideration, whether payable upon consummation thereof or in the form
        of earn-outs, non-competes or other deferred payment arrangements, for
    all such acquisitions made during any Fiscal Year, including cash,
   securities, other property and the assumption of Indebtedness (if
        permitted), shall not exceed the difference between (A) the greater of
        (x) $25,000,000 or (y) 20% of the Borrower's Consolidated Net Worth as
    of the end of the preceding Fiscal Year, and (B) the amount of any
     Indebtedness incurred as permitted pursuant to Section 6.01(j) that
   remains outstanding at the time of determination (any acquisition
        satisfying each of the criteria set forth in the preceding clauses (i)
        through (viii) being referred to herein as a "PERMITTED ACQUISITION");

                 (h) loans and advances made after the Closing Date by (i) any
     Foreign Subsidiaries to the Borrower or any Wholly Owned Subsidiary
      that is a Domestic Subsidiary that are permitted pursuant to Section
        6.01(e) and (ii) any Wholly Owned Foreign Subsidiary to another Wholly
 Owned Foreign Subsidiary that are permitted pursuant to Section
6.01(k);                                                      

     (i) loans to any Affiliate of the Borrower or its
         Subsidiaries; PROVIDED, THAT, (i) such loans do not exceed an aggregate
      amount equal to $1,000,000 at any one time outstanding, and (ii) all
      such loans are evidenced by Intercompany Notes pledged to the Agents
and the Lenders pursuant to the Pledge Agreement; and         

              (j) a contribution of assets to the Borrower or any Wholly
        Owned Subsidiary that is a Domestic Subsidiary to the extent permitted
by Section 6.05(g).                                           

       SECTION 6.05. MERGERS, CONSOLIDATIONS, DISPOSITIONS AND ACQUISITIONS.
The Borrower will not, and will not cause or permit any of the Subsidiaries to, 
(i) merge into or consolidate with any other person, (ii) permit any other      
person to merge into or consolidate with it, (iii) sell, transfer, lease or     
otherwise dispose of (in one transaction or in a series of transactions) all or 
any substantial part of its assets (whether now owned or hereafter acquired)    
(iv) issue, sell, transfer, lease or otherwise dispose of any Capital Stock of  
any Subsidiary to, or permit any Subsidiary to accept any capital contribution  
from, any person, or (v) purchase, lease or acquire (in one transaction or a    
series of transactions) all or any substantial part of the assets of any other  
person, except that:                                                            

           (a) any Foreign Subsidiary may be merged, liquidated or
      consolidated with or into another Foreign Subsidiary if, immediately
      after giving effect to such transaction, no condition or event shall
exist which constitutes a Default or Event of Default;        

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                (b) any Subsidiary may be merged, liquidated or consolidated
       with or into the Borrower or any Domestic Subsidiary that is a Wholly
Owned Subsidiary if, immediately after giving effect to such  
    transaction, no condition or event shall exist which constitutes a
Default or Event of Default and the Borrower or such Domestic 
Subsidiary, as applicable, is the surviving entity;           

         (c) the Borrower and any of the Subsidiaries may sell
       inventory in the ordinary course of business for fair value and on an
       arm's-length basis (and as may be permitted pursuant to Section 6.10)
and may purchase inventory in the ordinary course of business;

                  (d) the Borrower and any of the Subsidiaries may sell damaged,
         worn out or obsolete tangible assets or scrap in the ordinary course of
      business and in a commercially reasonable manner, so long as the Net
  Cash Proceeds of any such disposition are applied as required by
Section 2.11(e);                                              

                  (e) the foregoing shall not be deemed violated by any casualty
        or condemnation affecting assets of the Borrower or any Subsidiary, so
         long as (i) the Borrower or its applicable Subsidiary reinvests the Net
       Cash Proceeds of any such casualty of condemnation within 270 days of
       the date of such casualty or condemnation (or if the Required Lenders
        agree to a longer period, such longer period) in assets of a like kind
    and character to those that were destroyed or taken or (ii) if the
      Borrower or its applicable Subsidiary does not reinvest the Net Cash
  Proceeds of any such casualty or condemnation as provided in the
        preceding clause (i) within the period provided in clause (i), the Net
      Cash Proceeds thereof are immediately applied as required by Section
2.11(e);                                                      

                 (f) the Borrower and any of the Subsidiaries may sell, lease,
         transfer, assign or dispose of assets to any other person to the extent
       that the aggregate Net Cash Proceeds from such sale, lease, transfer,
        assignment or other disposition to such person do not exceed $500,000,
  so long as (I) the fair market value of all property disposed of
         pursuant to this clause (f) does not exceed $2,000,000 in the aggregate
in any Fiscal Year and (II) the Net Cash Proceeds of any such 
disposition are applied as required by Section 2.11(e);       

                 (g) any of the Subsidiaries may transfer assets consisting of
         plant, property and equipment (in accordance with GAAP) to the Borrower
or any Wholly Owned Subsidiary which is a Domestic Subsidiary;

              (h) the Borrower or a Qualified Acquisition Subsidiary may
         make Permitted Acquisitions to the extent permitted by Section 6.04(g);

                  (i) the Borrower may make equity contributions to Wholly Owned
Subsidiaries to the extent permitted by Section 6.04(a)(ii);  

          (j) the Borrower and the Subsidiaries may make Capital
Expenditures to the extent permitted by Section 6.13;         

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                  (k) the Borrower and any applicable Subsidiary may acquire the
 Capital Stock of the Borrower or the Subsidiaries to the extent
permitted by Section 6.06(a); and                             

               (l) a non-Wholly owned Foreign Subsidiary may issue Capital
         Stock to third parties as long as (i) the proceeds thereof are used for
working capital purposes of such Subsidiary or to finance the 
       acquisition of capital assets in the ordinary course of business; and
     (ii) the issuer remains a majority-owned Subsidiary of the Borrower
after the issuance of such Capital Stock.                     

       SECTION 6.06. DIVIDENDS, DISTRIBUTIONS AND OTHER RESTRICTED PAYMENTS.
(a) The Borrower will not, and will not cause or permit any of the Subsidiaries 
to, (i) declare or pay, directly or indirectly, any dividend or make any other  
distribution (by reduction of capital or otherwise and including any tax sharing
or indemnification payments), whether in cash, property, securities or a        
combination thereof, with respect to any Capital Stock of the Borrower or any of
the Subsidiaries, (ii) except as expressly permitted pursuant to Section 6.06(b)
below and except for Capital Stock reacquired by the Borrower in connection with
the exercise of stock options granted pursuant to employee or director stock    
option plans of the Borrower or in connection with withholding taxes due under  
any stock plan in which employees or directors participate, directly or         
indirectly redeem, purchase, retire or otherwise acquire for value, any Capital 
Stock of the Borrower or any of the Subsidiaries, whether such acquisition is   
made at the option of the Borrower or such Subsidiary or at the option of the   
holder of such Capital Stock and whether or not such acquisition is required    
under the terms and conditions applicable to such Capital Stock or set aside any
amount for any such purpose, (iii) release, cancel, compromise or forgive in    
whole or in part any Indebtedness evidenced by the Intercompany Notes or (iv)   
directly or indirectly redeem, purchase, prepay, retire, defease or otherwise   
acquire for value any Indebtedness (other than Obligations), whether such       
acquisition is made at the option of the Borrower or such Subsidiary or at the  
option of the holder of such Indebtedness and whether or not such acquisition is
required under the terms and conditions applicable to such Indebtedness, or set 
aside any amount for any such purpose, except for repayments of principal of any
such Indebtedness in accordance with the scheduled amortization thereof;        
PROVIDED, THAT (x) any Subsidiary may declare and pay dividends or make other   
distributions to the Borrower or any Wholly Owned Subsidiary and (y) as long as 
no Event of Default then exists, the Borrower may pay cash dividends to the     
holders of its Capital Stock and repurchase or redeem Capital Stock of the      
Borrower in each Fiscal Year of the Borrower that do not exceed the greater of  
(x) twenty percent (20%) of the Borrower's Consolidated Net Income for the      
preceding Fiscal Year or (y) $2,500,000.                                        

       (b) In connection with a Permitted Acquisition in which Capital Stock
of the Borrower is to be issued as all or part of the consideration therefor,   
the Borrower or a Restricted Subsidiary may repurchase a number of shares of the
Capital Stock of Borrower which is not greater than the number of shares of     
Borrower's Capital Stock issued or to be issued in connection with the Permitted
Acquisition so long as: (i) all of such Capital Stock is repurchased during the 
fiscal quarter of Borrower in which the Permitted Acquisition occurs, and (ii)  
the aggregate consideration paid for the Capital Stock so repurchased, together 
with all other consideration paid in such Permitted Acquisition (other than     
consideration consisting                                                        

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of a number of shares of Borrower's Capital Stock not greater than the number of
shares so repurchased) does not exceed the amount permitted by Section 6.04(g); 
PROVIDED, THAT, any such repurchase of Capital Stock of the Borrower in         
connection with a Permitted Acquisition that is not completed must otherwise be 
permitted under Section 6.06(a).                                                

        SECTION 6.07. IMPAIRMENT OF SECURITY INTERESTS. The Borrower will not,
and will not permit any of the Subsidiaries to, take or omit to take any action,
which action or omission might or would have the result of materially impairing 
the security interests in favor of the Administrative Agent on behalf of the    
Secured Parties with respect to the Collateral, and the Borrower will not, and  
will not permit any of the Subsidiaries to, grant to any person (other than the 
Administrative Agent on behalf of the Secured Parties pursuant to the Loan      
Documents) any interest whatsoever in the Collateral.                           

        SECTION 6.08. LIMITATION ON RESTRICTIONS ON SUBSIDIARY DIVIDENDS, ETC.
The Borrower will not, and will not cause or permit any of the Subsidiaries to, 
directly or indirectly, create or otherwise cause or suffer to exist or become  
effective any consensual encumbrance or restriction or any restriction in its   
articles of incorporation (except restrictions imposed by state law), By-laws or
comparable governing instruments on the ability of any Subsidiary to (a) pay    
dividends or make any other distributions on or in respect of its Capital Stock,
or pay any indebtedness owed to the Borrower or any Subsidiary, (b) make loans  
or advances to the Borrower or any Subsidiary or (c) except in agreements       
entered into in connection with a transaction permitted by Section 6.02(i),     
transfer any of its properties or assets to the Borrower or any Subsidiary,     
except for such encumbrances or restrictions existing under or by reason of (i) 
customary non-assignment provisions in any lease governing a leasehold interest 
or in any other contract governing a contract right which in the ordinary course
of business is not assignable or (ii) this Agreement and the Collateral         
Documents.                                                                      

     SECTION 6.09. NO OTHER NEGATIVE PLEDGES. The Borrower will not, and
will not cause or permit any of the Subsidiaries to, directly or indirectly,    
enter into any agreement prohibiting the creation or assumption of any Lien upon
the properties or assets of the Borrower or any Subsidiary, whether now owned or
hereafter acquired, or requiring an obligation to be secured if some other      
obligation is secured, except for this Agreement and except in agreements       
entered into in connection with a transaction permitted by Section 6.02(i).     

  SECTION 6.10. TRANSACTIONS WITH AFFILIATES AND SHAREHOLDERS. The
Borrower will not, and will not cause or permit any of the Subsidiaries to, sell
or transfer any property or assets to, or purchase or acquire any property or   
assets from, or otherwise enter into or maintain any other transactions with,   
any Affiliate of the Borrower or any of the Shareholders, except that so long as
no Default or Event of Default shall have occurred and be continuing, the       
Borrower or any Subsidiary may enter into any of the foregoing transactions in  
the ordinary course of business at prices and on terms and conditions that are  
(i) set forth in writing and (ii) as favorable to the Borrower or such          
Subsidiary as would be obtainable at the time in a comparable transaction on an 
arm's-length basis from an unrelated third party. The provisions of this Section
6.10 shall not prohibit (A) any payment expressly permitted under Section 6.04  
or 6.06, (B) any transaction entered into and maintained among                  

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the Borrower and any Restricted Subsidiaries or among Restricted Subsidiaries   
and (C) payment of compensation to employees and directors in the ordinary      
course of business. Notwithstanding the foregoing, (x) the Borrower and the     
Subsidiaries may engage in transactions on a non-arm's-length basis in          
connection with "beachhead" pricing in new markets as long as such transactions 
are permitted by the rules and regulations regarding international transfer     
pricing set forth in the Internal Revenue Code, and (y) except as required by   
other provisions of this Agreement, permitted transactions between Subsidiaries 
are not required to be in writing.                                              

       SECTION 6.11. BUSINESS OF BORROWER AND SUBSIDIARIES. (a) The Borrower
will not, and will not cause or permit any of the Subsidiaries to, engage at any
time in any business or business activity other than the businesses conducted by
it on the Closing Date, other businesses generally considered to be a part of   
the fluids management industries and business activities reasonably incidental  
thereto.                                                                        

       (b) The Borrower will not own, form or acquire any subsidiaries other
than (i) Subsidiaries existing on the Closing Date as set forth on Schedule 3.08
and (ii) subsidiaries expressly permitted to be owned, formed, or acquired by   
the terms of this Agreement.                                                    

       SECTION 6.12. CERTAIN AMENDMENTS. The Borrower will not, and will not
cause or permit any of the Subsidiaries to, enter into any amendment,           
modification or waiver of (a) the Certificate of Incorporation or By-laws or    
comparable governing instruments of the Borrower or any of the Subsidiaries as  
in effect on the Closing Date, other than amendments, modifications and waivers 
which are not, individually or in the aggregate, adverse in any material respect
to the rights or interests of the Lenders, or (b) the Subordinated Notes.       

      SECTION 6.13. CAPITAL EXPENDITURES. The Borrower will not permit the
aggregate amount of Capital Expenditures made by the Borrower and its           
Subsidiaries taken as a whole in any Fiscal Year to exceed the sum of (i)       
$30,000,000, plus (ii) the amount, if any, by which Capital Expenditures for the
previous Fiscal Year (other than any Fiscal Year prior to the 1997 Fiscal Year),
are less than $30,000,000.                                                      

SECTION 6.14. FINANCIAL COVENANTS.                            

              (a) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. The Borrower
      will not permit the Consolidated Fixed Charge Coverage Ratio for any
      Reference Period to be less than 2.00 to 1.00 at any time during the
term of this Agreement.                                       

                 (b) CONSOLIDATED LEVERAGE RATIO. The Borrower will not permit
         the Consolidated Leverage Ratio for any Reference Period to exceed 3.75
to 1.00 at any time during the term of this Agreement.        

             (c) MINIMUM CONSOLIDATED NET WORTH. The Borrower will not
    permit its Consolidated Net Worth as of the last day of any fiscal
         quarter of the Borrower to be less than the Minimum Compliance Level at
     any time during the term of this Agreement. The "Minimum Compliance
Level" shall be $77,721,000 as of                             

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   August 31, 1996 and shall be increased as of the last day of each
    fiscal quarter of the Borrower ending after the Closing Date by an
   amount equal to the sum of (a) 50% of Consolidated Net Income (if
         positive) for such fiscal quarter and (b) 100% of the Net Cash Proceeds
         of the issuance of any Capital Stock of the Borrower or any Subsidiary;
        PROVIDED, THAT, nothing in this paragraph shall be construed to permit
         the issuance of any such Capital Stock. It is understood that the first
    increase in the Minimum Compliance Level pursuant to the foregoing
    provisions shall be determined as of the Borrower's fiscal quarter
  ending November 30, 1996. The foregoing increases in the Minimum
    Compliance Level shall be fully cumulative and no reduction in the
         Minimum Compliance Level shall be made to reflect negative Consolidated
Net Income for any period.                                    

 ARTICLE VII

 EVENTS OF DEFAULT

                 In case of the happening of any of the following events (each
an "EVENT OF DEFAULT" and collectively the "EVENTS OF DEFAULT"):                

                (a) default shall be made in the payment of any principal of
    any Loan or any reimbursement obligation in respect of a Letter of
      Credit when and as the same shall become due and payable, whether at
      the due date thereof or at a date fixed for prepayment thereof or by
acceleration thereof or otherwise;                            

               (b) default shall be made in the payment of any interest on
        any Loan or any Fee or any other amount (other than an amount referred
         to in paragraph (a) above) due under any Loan Document, when and as the
    same shall become due and payable, and such default shall continue
unremedied for a period of three Business Days;               

                  (c) default shall be made in the due observance or performance
 by the Borrower or any Subsidiary of any covenant, condition or
       agreement contained in Section 5.01(a), 5.05, 5.08, 5.09, 5.10, 5.12,
5.13 or 5.14 or in Article VI;                                

                  (d) default shall be made in the due observance or performance
 by the Borrower or any Subsidiary of any covenant, condition or
       agreement contained herein and in any other Loan Document (other than
      those specified in paragraph (a), (b) or (c) above) and such default
      shall continue unremedied for a period of 30 days after such default
becomes known to a Responsible Officer of the Borrower or such
Subsidiary;                                                   

                 (e) any representation or warranty made or deemed made in any
Loan Document or the extensions of credit hereunder, or any   
     representation, warranty, statement or information contained in any
        report, certificate, financial statement or other instrument furnished
in connection with or pursuant to any Loan Document,          

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      shall prove to have been false or misleading in any material respect
when so made, deemed made or furnished;                       

                (f) the Borrower or any Subsidiary shall (i) fail to pay any
    principal or interest, regardless of amount, due in respect of any
       Indebtedness in a principal amount in excess of $500,000, when and as
   the same shall become due and payable, or (ii) fail to observe or
       perform any other term, covenant, condition or agreement contained in
         any agreement or instrument evidencing or governing any Indebtedness in
       excess of $4,000,000 if the effect of any failure referred to in this
     clause (ii) is to cause, or to permit the holder or holders of such
    Indebtedness or a trustee on its or their behalf to cause, with or
 without the giving of notice or the lapse of time or both, such
Indebtedness to become due prior to its stated maturity;      

          (g) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent   
   jurisdiction seeking (i) relief in respect of the Borrower or any
       Subsidiary, or of a substantial part of its property or assets, under
     Title 11 of the United States Code, as now constituted or hereafter
         amended, or any other Federal, state or foreign bankruptcy, insolvency,
  receivership or similar law, (ii) the appointment of a receiver,
       trustee, custodian, sequestrator, conservator or similar official for
  the Borrower or any Subsidiary, or for a substantial part of its
   property or assets, or (iii) the winding-up or liquidation of the
   Borrower or any Subsidiary; and such proceeding or petition shall
     continue undismissed for 60 days or an order or decree approving or
ordering any of the foregoing shall be entered;               

            (h) the Borrower or any Subsidiary shall (i) voluntarily
         commence any proceeding or file any petition seeking relief under Title
        11 of the United States Code, as now constituted or hereafter amended,
or any other Federal, state or foreign bankruptcy, insolvency,
     receivership or similar law, (ii) consent to the institution of, or
       fail to contest in a timely and appropriate manner, any proceeding or
    the filing of any petition described in paragraph (g) above, (iii)
 apply for or consent to the appointment of a receiver, trustee,
         custodian, sequestrator, conservator or similar official for such party
   or for a substantial part of its property or assets, (iv) file an
       answer admitting the material allegations of a petition filed against
  it in any such proceeding, (v) make a general assignment for the
benefit of creditors, (vi) become unable, admit in writing its
    inability or fail generally to pay its debts as they become due or
(vii) take any action for the purpose of effecting any of the 
foregoing;                                                    

                (i) one or more judgments or orders for the payment of money
        in an aggregate amount in excess of $500,000 shall be rendered against
        the Borrower or any Subsidiary or any combination thereof and the same
      shall remain undischarged for a period of 30 consecutive days during
  which execution shall not be effectively stayed, or any judgment
      creditor shall levy upon assets or properties of the Borrower or any
Subsidiary to enforce any such judgment;                      

      (j) (i) any person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
defined in Section 302 of ERISA), whether or                  

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     not waived, shall exist with respect to any Plan, or any Lien shall
       arise on the assets of the Borrower or any Commonly Controlled Entity
      in favor of the PBGC or a Plan, (iii) a Reportable Event shall occur
  with respect to, or proceedings shall commence to have a trustee
  appointed (or a trustee shall be appointed) to administer, or to
terminate, any Single Employer Plan, which Reportable Event or
    commencement of proceedings or appointment of a trustee is, in the
     reasonable opinion of the Required Lenders, likely to result in the
      termination of such Plan for purposes of Title IV of ERISA, (iv) any
         Single Employer Plan shall terminate for purposes of Title IV of ERISA,
     (v) the Borrower or any Commonly Controlled Entity shall, or in the
    reasonable opinion of the Required Lenders is likely to, incur any
     liability in connection with a withdrawal from, or the termination,
      reorganization or insolvency of (within the meaning of such terms as
 used in ERISA), a Multiemployer Plan or (vi) any other event or
     condition shall occur or exist with respect to a Plan; and, in each
  case in clauses (i) through (vi) above, such event or condition,
  together with all other such events or conditions, if any, could
       reasonably be expected to result in liability of the Borrower and the
     Subsidiaries in an aggregate amount exceeding $2,500,000 or require
       payments by the Borrower and the Subsidiaries exceeding $1,000,000 in
any year;                                                     

          (k) any Lien purported to be created by any Collateral
        Document shall cease to be, or shall for any reason be asserted by the
 Borrower or any Subsidiary not to be, a valid, perfected, first
        priority Lien on the securities, properties or assets covered thereby,
     except as priority may be affected by Liens permitted under Section
   6.02 and except for releases of Collateral in accordance with all
       applicable provisions of this Agreement and the Collateral Documents;

               (l) any Loan Document or any material provision of any Loan
        Document shall be declared by any Governmental Authority to be invalid
   or unenforceable in whole or in part, or shall be asserted by the
    Borrower or any Subsidiary not to be, in full force and effect and
enforceable in accordance with its terms;                     

        (m) any adverse change in the material agreements or
         relationships of the Borrower and the Subsidiaries shall occur and such
        event or condition, together with all other such events or conditions,
 if any, could, in light of all the then existing circumstances,
   reasonably be expected to result in net losses, claims or actions
         (after tax) to which the Borrower or its Subsidiaries are or may become
        subject (with or without the passage of time) in an amount equal to or
greater than the greater of (i) $10,000,000 or (ii) 7% of the 
Borrower's Consolidated Net Worth;                            

                  (n) any material intellectual property or any material license
        relating thereto shall be invalid or unenforceable in whole or in part
         or shall for any reason not be in full force and effect and enforceable
      by the Borrower and the Subsidiaries or shall infringe the rights of
any other person or any other adverse change in the material  
         intellectual property rights of the Borrower and the Subsidiaries shall
        occur and such event or condition, together with all other such events
        or conditions, if any, could reasonably be expected to have a Material
Adverse Effect;                                               

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                  (o) either (i) the Borrower or any Subsidiary shall be liable,
      whether directly, indirectly through required indemnification of any
        person or otherwise, for the costs of investigation and/or remediation
     of any Hazardous Material originating from or affecting property or
         properties, whether or not owned, leased or operated by the Borrower or
any Subsidiary, which liability, together with all other such 
    liabilities, could reasonably be expected to exceed $10,000,000 or
        require payments exceeding $3,000,000 in any year or (ii) any Federal,
    state, regional, local or other environmental regulatory agency or
         authority shall commence an investigation or take any other action that
         could reasonably be expected to be determined adversely to the Borrower
        or any Subsidiary and, on the basis of such a determination, to have a
Material Adverse Effect; or                                   

                  (p) there shall occur (i) any Change of Control (as defined in
         this Agreement) or (ii) any change of control as contemplated by any of
the Subordinated Notes;                                       

then, and in every such event, and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required 
Lenders shall, take one or more of the following actions, at the same or        
different times: (i) by notice to the Borrower terminate the Commitments and    
they shall immediately terminate; (ii) by notice to the Borrower declare the    
Loans then outstanding to be forthwith due and payable (in whole or, in the sole
discretion of the Required Lenders, from time to time in part, provided that any
such partial acceleration shall be made pro rata based on the outstanding       
principal amount of Loans of each Class), whereupon the principal of the Loans  
so declared to be due and payable, together with accrued interest thereon and   
any unpaid accrued Fees and all other liabilities of the Borrower accrued       
hereunder or under any other Loan Document, shall thereupon become immediately  
due and payable, without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by the Borrower, anything        
contained herein or in any other Loan Document to the contrary notwithstanding; 
(iii) require cash collateral as contemplated by Section 2.22(k) in an amount   
not exceeding the Letter of Credit Exposure; (iv) exercise any remedies         
available under the Guarantee Agreement, the Collateral Documents or otherwise; 
or (v) any combination of the foregoing; PROVIDED, THAT, in the case of (A) any 
of the Events of Default with respect to the Borrower described in paragraph (g)
or (h) above or (B) the Event of Default specified in paragraph (p) above, the  
Commitments shall automatically terminate and the principal of the Loans then   
outstanding, together with accrued interest thereon and any unpaid accrued Fees 
and all other liabilities of the Borrower accrued hereunder or under any other  
Loan Document, shall automatically become due and payable, without presentment, 
demand, protest or any other notice of any kind, all of which are hereby        
expressly waived by the Borrower, anything contained herein or in any other Loan
Document to the contrary notwithstanding.                                       

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ARTICLE VIII

 THE AGENTS AND ISSUING BANK

       SECTION 8.01. APPOINTMENT AND AUTHORIZATION. (a) Each of the Lenders,
and each subsequent holder of any Note by its acceptance thereof, hereby        
irrevocably appoints and authorizes each of the Agents and the Issuing Bank to  
take such actions as agent on behalf of such Lender or holder and to exercise   
such powers as are specifically delegated to such Agent or the Issuing Bank, as 
the case may be, by the terms and provisions hereof and of the other Loan       
Documents, together with such actions and powers as are reasonably incidental   
thereto.                                                                        

    (b) The Administrative Agent is hereby expressly authorized by the
Lenders, without hereby limiting any implied authority, and hereby agrees (in   
the case of clause (ii) below, at the direction of the Required Lenders), (i) to
receive on behalf of the Lenders all payments of principal of and interest on   
the Loans and all other amounts due to the Lenders hereunder, and promptly to   
distribute to each Lender its proper share of each payment so received; (ii) to 
give notice on behalf of each of the Lenders to the Borrower of any Event of    
Default specified in this Agreement of which the Administrative Agent has actual
knowledge acquired in connection with its agency hereunder; (iii) to give notice
to the Lenders of any Event of Default specified in this Agreement of which the 
Administrative Agent has actual knowledge acquired in connection with its agency
hereunder; and (iv) to distribute to each Lender copies of all notices,         
financial statements and other materials delivered by the Borrower pursuant to  
this Agreement as received by the Administrative Agent.                         

    SECTION 8.02. LIABILITY OF AGENTS. Neither the Agents, the Issuing
Bank, nor any of their respective directors, officers, employees or agents,     
shall be liable as such for any action taken or omitted to be taken by any of   
them, except for such party's own gross negligence or willful misconduct, or be 
responsible for any statement, warranty or representation herein or the contents
of any document delivered in connection herewith, or be required to ascertain or
to make any inquiry concerning the performance or observance by the Borrower or 
any Subsidiary of any of the terms, conditions, covenants or agreements         
contained in any Loan Document. Neither the Agents nor the Issuing Bank shall be
responsible to the Lenders or the holders of the Notes for the due execution,   
genuineness, validity, enforceability or effectiveness of this Agreement, the   
Notes or any other Loan Documents or other instruments or agreements. Each of   
the Administrative Agent and the Issuing Bank may deem and treat the payee of   
any Note as the owner thereof for all purposes hereof until it shall have       
received from the payee of such Note notice, given as provided herein, of the   
transfer thereof in compliance with Section 9.04. Each of the Agents and the    
Issuing Bank shall in all cases be fully protected in acting, or refraining from
acting, in accordance with written instructions signed by the Required Lenders  
and, except as otherwise specifically provided herein, such instructions and any
action or inaction pursuant thereto shall be binding on all the Lenders and each
subsequent holder of any Note. The Agents, the Issuing Bank and the Required    
Lenders shall, in the absence of knowledge to the contrary, be entitled to rely 
on any instrument or document believed by it in good faith to be genuine and    
correct and to have been signed or sent by the proper person or persons. Neither
the Agents, the Issuing Bank nor any of their respective directors, officers,   
employees or agents,                                                            

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shall have any responsibility to the Borrower on account of the failure of or   
delay in performance or breach by any Lender of any of its obligations hereunder
or to any Lender on account of the failure of or delay in performance or breach 
by any other Lender or the Borrower or any Subsidiary of any of their respective
obligations hereunder or under any other Loan Document or in connection herewith
or therewith. The Agents and the Issuing Bank may execute any and all duties    
hereunder by or through agents or employees, shall be entitled to consult with  
legal counsel, independent public accountants and other experts selected by it  
with respect to all matters arising hereunder and shall not be liable for any   
action taken or omitted to be taken in good faith by it in accordance with the  
advice of such counsel, accountants or experts.                                 

     SECTION 8.03. ACTION BY AGENTS. The Lenders hereby acknowledge that
neither the Agents nor the Issuing Bank shall be under any duty to take any     
discretionary action permitted to be taken by it pursuant to the provisions of  
this Agreement unless it shall be requested in writing to do so by the Required 
Lenders. The obligations of the Agents and the Issuing Bank under the Loan      
Documents are only those expressly set forth herein and therein. Without        
limiting the generality of the foregoing, no Agent shall be required to take any
action with respect to any Default or Event of Default, except as expressly     
required pursuant to Article VII.                                               

SECTION 8.04. SUCCESSOR AGENTS. Subject to the appointment and
acceptance of a successor Agent, the Agents and the Issuing Bank (except, in the
case of the Issuing Bank, in respect of Letters of Credit issued by it) may     
resign at any time by notifying the Lenders and the Borrower. Upon any such     
resignation, the Required Lenders shall have the right to appoint a successor   
subject to approval by the Borrower (which shall not be unreasonably withheld). 
If no successor shall have been so appointed by the Required Lenders, and shall 
have accepted such appointment within 30 days after the retiring Agent or       
Issuing Bank, as the case may be, gives notice of its resignation, then the     
retiring Agent or Issuing Bank, as the case may be, on behalf of the Lenders,   
shall appoint a successor Agent or Issuing Bank, as applicable, which shall be a
commercial bank organized or licensed under the laws of the United States of    
America or of any State thereof and having a combined capital and surplus of at 
least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any 
appointment as an Agent or Issuing Bank, as the case may be, hereunder by a     
successor bank, such successor shall succeed to and become vested with all the  
rights, powers, privileges and duties of the retiring Agent or Issuing Bank and 
the retiring Agent or Issuing Bank shall be discharged from its duties and      
obligations hereunder. After the resignation of an Agent or the Issuing Bank, as
the case may be, hereunder, the provisions of this Article and Section 9.05     
shall continue in effect for its benefit in respect of any actions taken or     
omitted to be taken by it while it was acting as an Agent or Issuing Bank.      

         SECTION 8.05. AGENT AND AFFILIATE. With respect to the Loans made by it
hereunder, the Letters of Credit issued by it hereunder and the Notes issued to 
it, the Agents and the Issuing Bank, each in its individual capacity and not as 
an Agent or the Issuing Bank, as the case may be, shall have the same rights and
powers as any other Lender and may exercise the same as though it were not an   
Agent or the Issuing Bank. The Agents and the Issuing Bank (and its Affiliates) 
may accept deposits from, lend money to and generally                           

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engage in any kind of business and transactions with the Borrower or any        
Subsidiary or other Affiliate thereof as if it were not an Agent or the Issuing 
Bank (or such Affiliate thereof).                                               

         SECTION 8.06. INDEMNIFICATION. Each Lender agrees (a) to reimburse each
of the Agents and the Issuing Bank, on demand, in the amount of its pro rata    
share (as determined under Section 2.16) of any expenses incurred for the       
benefit of the Lenders by such Agent or the Issuing Bank, as the case may be,   
including counsel fees and compensation of agents and employees paid for        
services rendered on behalf of the Lenders, which shall not have been reimbursed
by the Borrower and (b) to indemnify and hold harmless each of the Agents, the  
Issuing Bank and any of their respective directors, officers, employees or      
agents, on demand, in the amount of such pro rata share, from and against any   
and all liabilities, taxes, obligations, losses, damages, penalties, actions,   
judgments, suits, costs, expenses or disbursements of any kind or nature        
whatsoever which may be imposed on, incurred by or asserted against it in its   
capacity as an Agent or the Issuing Bank, as the case may be, or any of them in 
any way relating to or arising out of this Agreement or any other Loan Document 
or any action taken or omitted by it or any of them under this Agreement or any 
other such Loan Document, to the extent the same shall not have been reimbursed 
by the Borrower; PROVIDED, THAT, no Lender shall be liable to any Agent or the  
Issuing Bank for any portion of such liabilities, obligations, losses, damages, 
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the gross negligence or willful misconduct of such Agent, the Issuing Bank 
or any of their respective directors, officers, employees or agents.            

      SECTION 8.07. CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Agents, the Issuing Bank or any     
other Lender and based on such documents and information as it has deemed       
appropriate, made its own credit analysis and decision to enter into this       
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Agents, the Issuing Bank or any other Lender and based on such
documents and information as it shall from time to time deem appropriate,       
continue to make its own decisions in taking or not taking action under or based
upon this Agreement or any other Loan Document, any related agreement or any    
document furnished hereunder or thereunder.                                     

ARTICLE IX

 MISCELLANEOUS

      SECTION 9.01. NOTICES. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier  
service, mailed by certified or registered mail or sent by telecopy as follows: 

                  (a) if to the Borrower, to it at 1400 Kettering Tower, Dayton,
  Ohio 45423, Attention of Mr. Howard O. Royer (Telecopy No. (937)
      225-3354), with a copy to Thompson Hine & Flory LLP, 2000 Courthouse
         Plaza, N.E., P.O. Box 8801, Dayton, Ohio 45401-8801, Attention of David
A. Neuhardt, Esq. (Telecopy No: (937) 443-6635);              

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                 (b) if to the Administrative Agent or the Issuing Bank, to it
   at Kettering Tower, 40 North Main Street, 3rd Floor, Dayton, Ohio
       45423, Attention of Mr. Paul A. Harris (Telecopy No. (513) 449-4885),
       with a copy to Banc One Corporation, Legal Department, 100 East Broad
Street, Columbus, Ohio 43215, Attention of David Raybuck, Esq.
(Telecopy No. (614) 248-4189);                                

             (c) if to the Syndication Agent, to it at (i) NationsBank
     Corporate Center, 100 North Tryon Street, Charlotte, North Carolina
         28255, Attention of Mr. Michael D. McKay (Telecopy No: (704) 388-0960),
and (ii) NationsBank Corporate Center, 100 North Tryon Street,
     Charlotte, North Carolina 28255, Attention of Mr. Daniel Montgomery
    (Telecopy No: (704) 388-9441), with a copy to Fennebresque, Clark,
  Swindell & Hay, at NationsBank Corporate Center, 100 North Tryon
        Street, Suite 2900, Charlotte, North Carolina 28202-4011, Attention of
Marvin L. Rogers, Esq. (Telecopy No. (704) 347-3838); and     

                 (d) if to a Lender, to it at its address (or telecopy number)
set forth in Schedule 2.01(a) or (b), as applicable, or in the
    Assignment and Acceptance pursuant to which such Lender shall have
become a party hereto.                                        

All notices and other communications given to any party hereto in accordance    
with the provisions of this Agreement shall be deemed to have been given on the 
date of receipt if delivered by hand or overnight courier service or sent by    
telecopy or on the date three Business Days after dispatch by certified or      
registered mail if mailed, in each case delivered, sent or mailed (properly     
addressed) to such party as provided in this Section 9.01 or in accordance with 
the latest unrevoked direction from such party given in accordance with this    
Section 9.01. In all events, notice shall be deemed effective immediately upon  
refusal of delivery thereof irrespective of the method of such delivery.        

 SECTION 9.02. SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by the Borrower herein and in the           
certificates or other instruments prepared or delivered in connection with or   
pursuant to this Agreement or any other Loan Document shall be considered to    
have been relied upon by the Lenders, the Agents and the Issuing Bank and shall 
survive the making by the Lenders of the Loans, the execution and delivery to   
the Lenders of the Notes evidencing such Loans, and the issuance of the Letters 
of Credit, regardless of any investigation made by the Lenders, the Agents or   
the Issuing Bank or on their behalf, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan, any Fee, any   
Letter of Credit Disbursement or any other amount payable under this Agreement  
or any other Loan Document is outstanding and unpaid or any Letter of Credit is 
outstanding and so long as the Commitments have not been terminated. The        
provisions of Section 2.13, 2.15, 2.19 and 9.05 shall remain operative and in   
full force and effect regardless of the expiration of the term of this          
Agreement, the consummation of the transactions contemplated hereby, the        
repayment of any of the Loans, the expiration of the Commitments, the expiration
of any Letter of Credit, the invalidity or unenforceability of any term or      
provision of this Agreement or any other Loan Document or any investigation made
by or on behalf of the Agent, the Issuing Bank or any Lender.                   

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     SECTION 9.03. BINDING EFFECT. This Agreement shall become effective
when it shall have been executed by the Borrower, the Agents and the Issuing    
Bank and when the Administrative Agent shall have received copies hereof which, 
when taken together, bear the signatures of each Lender.                        

       SECTION 9.04. SUCCESSORS AND ASSIGNS. (a) All covenants, promises and
agreements by or on behalf of the Borrower, the Agents, the Issuing Bank or the 
Lenders that are contained in this Agreement shall be binding upon and inure to 
the benefit of their respective permitted successors and assigns.               

         (b) Each Lender may assign to one or more assignees all or a portion of
its interests, rights and obligations under this Agreement (including all or a  
portion of its Commitments, the Loans at the time owing to it, the Notes held by
it and the participations in Letters of Credit held by it) to other financial   
institutions; PROVIDED, THAT, the Borrower (unless an Event of Default shall    
have occurred and be continuing), the Agents and, in the case of an assignment  
of a Tranche A Revolving Credit Commitment, the Issuing Bank must give their    
prior written consent to such assignment (which consent shall not be            
unreasonably withheld). No Lender shall assign to any financial institution     
other than an existing Lender, a Commitment in an amount less than $10,000,000; 
PROVIDED, THAT, a Lender may assign Commitments to a financial institution in   
amounts less than $10,000,000 as long as (i) no Commitments are assigned in     
amounts less than $5,000,000, (ii) any Lender desiring to assign Commitments in 
amounts less that $10,000,000 shall first notify the Borrower and the Agents at 
which time the Borrower shall have 30 days to identify a financial institution  
of its choice willing to assume the Commitments to be assigned by such Lender   
(which financial institution shall be reasonably acceptable to the Agents) and  
(iii) after such assignment is made, no Lender shall hold less than $5,000,000  
in total Commitments. The parties to each such assignment (including, but not   
limited to, an assignment by a Lender to another Lender) shall execute and      
deliver to the Administrative Agent an Assignment and Acceptance, together with 
the Note or Notes subject to such assignment and a processing and recordation   
fee of $3,500 and the assignee, if it shall not be a Lender or an Affiliate     
thereof, shall deliver to the Administrative Agent an Administrative            
Questionnaire. Upon acceptance and recording pursuant to Section 9.04(e), from  
and after the effective date specified in each Assignment and Acceptance, which 
effective date shall be at least five Business Days after the execution thereof 
(unless the Administrative Agent shall otherwise agree), (A) the assignee       
thereunder shall be a party hereto and, to the extent of the interest assigned  
by such Assignment and Acceptance, have the rights and obligations of a Lender  
under this Agreement and (B) the assigning Lender thereunder shall, to the      
extent of the interest assigned by such Assignment and Acceptance, be released  
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party     
hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.15,
2.19 and 9.05, as well as to any Fees accrued for its account to the effective  
date of the Assignment and not yet paid).                                       

   (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to      
confirm to and agree with each other and the other parties hereto as follows:   
(i) such assigning Lender warrants that it                                      

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is the legal and beneficial owner of the interest being assigned thereby free   
and clear of any adverse claim arising in respect of any action by the assigning
Lender; (ii) except as set forth in clause (i) above, such assigning Lender     
makes no representation or warranty and assumes no responsibility with respect  
to any statements, warranties or representations made in or in connection with  
this Agreement, any other Loan Document or any other instrument or document     
furnished pursuant hereto or the execution, legality, validity, enforceability, 
genuineness, sufficiency or value of this Agreement, any other Loan Document or 
any other instrument or document furnished pursuant hereto, or the financial    
condition of the Borrower or any Subsidiary or the performance or observance by 
the Borrower or any Subsidiary or the performance or observance by the Borrower 
or any Subsidiary of any of its obligations under this Agreement, any other Loan
Document or any other instrument or document furnished pursuant hereto; (iii)   
such assignee represents and warrants that it is legally authorized to enter    
into such Assignment and Acceptance; (iv) such assignee confirms that it has    
received a copy of this Agreement and the other Loan Documents, together with   
copies of the most recent Required Financial Statements and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (v) such assignee will   
independently, and without reliance upon the Agents, the Issuing Bank, such     
assigning Lender or any other Lender 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 this Agreement; (vi) such        
assignee appoints and authorizes the Agents and the Issuing Bank to exercise    
such powers under this Agreement as are delegated to such party by the terms    
hereof, together with such powers as are reasonably incidental hereto; and (vii)
such assignee agrees that it will perform in accordance with their terms all the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.                                                                 

      (d) The Administrative Agent shall maintain at one of its offices in
Dayton, Ohio (or such other reasonable location as the Administrative Agent may 
select with prompt notice to the Lenders), a copy of each Assignment and        
Acceptance delivered to it and a register for the recordation of the names and  
addresses of the Lenders, and the Commitments of, and principal amount of the   
Loans owing to, each Lender pursuant to the terms hereof from time to time (the 
"REGISTER"). The entries in the Register shall be conclusive in the absence of  
manifest error and the Borrower, the Agents and the Lenders may treat each      
person whose name is recorded in the Register pursuant to the terms hereof as a 
Lender hereunder for all purposes of this Agreement. The Register shall be      
available for inspection by the Borrower, the Issuing Bank and any Lender, at   
any reasonable time and from time to time upon reasonable prior notice.         

    (e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee together with the Note or Notes 
subject to such assignment, an Administrative Questionnaire completed in respect
of the assignee (unless the assignee shall already be a Lender hereunder or     
shall be an Affiliate of a Lender), the processing and recordation fee referred 
to in Section 9.04(b) and, if required, the written consent of the Borrower, the
Agents and the Issuing Bank to such assignment, the Administrative Agent shall  
(i) accept such Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the Issuing     
Bank, the Syndication Agent, the Lenders and the Borrower. Within five Business 

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Days after receipt of notice, the Borrower, at its own expense, shall execute   
and deliver to the Administrative Agent, in exchange for the surrendered Note or
Notes, a new Note or Notes payable to the order of such assignee in a principal 
amount equal to the applicable portion thereof (and the corresponding           
Commitment, if any) assumed by it pursuant to such Assignment and Acceptance    
and, if the assigning Lender has retained any portion of such Note or Notes (and
such Commitment, if any), a new Note or Notes payable to the order of such      
assigning Lender in a principal amount equal to the applicable portion of such  
Note or Notes (and such Commitment, if any) retained by it. Such new Note or    
Notes shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note; such new Note or Notes shall be dated the date 
of the surrendered Notes which they replace and shall otherwise be in           
substantially the form of Exhibits A-1, A-2 and A-3 hereto, as applicable.      
Canceled Notes shall be returned to the Borrower.                               

         (f) Each Lender may, without the consent of the Borrower, the Agents or
the Issuing Bank, sell participations in all or a portion of its rights and     
obligations under this Agreement (including all or a portion of its Commitment, 
the Loans owing to it, the Notes held by it and the participations in Letters of
Credit held by it) to one or more participants; PROVIDED, THAT, (i) such        
Lender's obligations under this Agreement shall remain unchanged, (ii) the sum  
of (A) the principal amount of the outstanding Loans subject to such            
participation and (B) the unused amount of the Commitments of the Lender subject
to such participation shall be not less than the lesser of (I) $5,000,000 and   
(II) the entire remaining amount of the outstanding Loans and unused Commitments
of such Lender, (iii) such Lender shall remain solely responsible to the other  
parties hereto for the performance of such obligations, (iv) the participating  
banks or other entities shall be entitled to the benefit of the cost protection 
and indemnity provisions contained in Sections 2.13, 2.15 and 2.19 to the same  
extent as if they were Lenders (except that no participant shall be entitled to 
claim any amount greater than its pro rata share of the amount that could have  
been claimed by the Lender from which it acquired its participation) and (v) the
Borrower, the Agents, the Issuing Bank and the other Lenders shall continue to  
deal solely and directly with the Lender from which the participant acquired its
interest in connection with such Lender's rights and obligations under this     
Agreement, and such Lender shall retain the sole right to enforce the           
obligations of the Borrower relating to the Loans and to approve any amendment, 
modification or waiver of any provision of this Agreement (other than           
amendments, modifications or waivers decreasing any fees payable hereunder or   
the amount of principal of or the rate at which interest is payable on the      
Loans, extending any scheduled principal payment date or date fixed for the     
payment of interest on the Loans or increasing or extending the Commitments).   

         (g) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section  
9.04, disclose to the assignee or participant or proposed assignee or           
participant any information relating to the Borrower or any of the Subsidiaries 
furnished to such Lender by or on behalf of the Borrower or any of the          
Subsidiaries; PROVIDED, THAT, prior to any such disclosure of non-public        
information, each such assignee or participant or proposed assignee or          
participant shall execute an agreement whereby such assignee or participant     
shall agree (subject to customary exceptions) to preserve the confidentiality of
such information.                                                               

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       (h) Assignments and participations pursuant to this Section 9.04 need
not be pro rata among the Facilities.                                           

        (i) Any Lender may at any time assign all or any portion of its rights
under this Agreement and the Notes issued to it to a Federal Reserve Bank to    
secure extensions of credit by such Federal Reserve Bank to such Lender;        
PROVIDED, THAT, no such assignment shall release a Lender from any of its       
obligations hereunder or substitute any such Federal Reserve Bank for such      
Lender as a party hereto.                                                       

    (j) The Borrower shall not assign or delegate any of its rights or
duties hereunder or any interest herein (whether voluntarily, by operation of   
law or otherwise). Any purported assignment or delegation in violation of the   
foregoing shall be void.                                                        

       SECTION 9.05. EXPENSES; INDEMNITY. (a) The Borrower agrees to pay all
reasonable out-of-pocket expenses incurred by any Agent, NCMI or the Issuing    
Bank in connection with the preparation, execution and administration of this   
Agreement and the other Loan Documents, the syndication or closing of the       
Facilities, the administration of the Facilities or any amendment, modification 
or waiver of the provisions hereof or thereof and the Borrower agrees to pay all
reasonable out-of-pocket expenses incurred by any Agent, NCMI, the Issuing Bank 
or any Lender in connection with the enforcement or protection of the rights of 
the Agents, the Issuing Bank and the Lenders under this Agreement and the other 
Loan Documents or in connection with the Loans made, the Notes issued hereunder 
or the Letters of Credit issued hereunder, including the reasonable fees,       
charges and disbursements of (i) Fennebresque, Clark, Swindell & Hay, counsel   
for the Syndication Agent, and the allocated cost of in-house counsel to the    
Administrative Agent, (ii) any third party consultants retained with the        
Borrower's consent, which consent will not be unreasonably withheld, to assist  
the Agents in analyzing any environmental, insurance, solvency-related and other
due diligence issues and (iii) in connection with any such enforcement or       
protection (including any workout or restructuring or any negotiations relating 
thereto), any other counsel for any Agent, the Issuing Bank or any Lender       
(including the allocated internal fees and expenses of any in-house staff       
counsel).                                                                       

    (b) The Borrower agrees to indemnify each of the Agents, NCMI, the
Issuing Bank, the Affiliates of any Agent, the Lenders, and their respective    
directors, officers, employees, agents and Controlling persons (each, an        
"INDEMNIFIED PARTY") from and against any and all losses, claims (whether valid 
or not), damages and liabilities, joint or several, to which such Indemnified   
Party may become subject, related to or arising out of (i) the Facilities, (ii) 
the execution or delivery of this Agreement or any other Loan Document or any   
agreement or instrument contemplated hereby or thereby, the performance by the  
parties hereto or thereto of their respective obligations hereunder or          
thereunder and the other transactions contemplated hereby and thereby, (iii) the
use of the Letters of Credit or the proceeds of the Loans or (iv) any claim,    
litigation, investigation or proceeding relating to any of the foregoing,       
whether or not any Indemnified Party is a party thereto. The Borrower further   
agrees to reimburse each Indemnified Party for all expenses (including          
reasonable attorneys' fees and expenses) as they are incurred in connection with
the investigation of, preparation for or defense of any pending or threatened   
claim or any action or proceeding arising therefrom. Notwithstanding the        
foregoing, the obligation to indemnify any                                      

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Indemnified Party under this Section 9.05(b) shall not apply in respect of any  
loss, claim, damage or liability to the extent that a court of competent        
jurisdiction shall have determined by final and nonappealable judgment that such
loss, claim, damage or liability resulted from such Indemnified Party's gross   
negligence or willful misconduct.                                               

    (c) The Borrower agrees to indemnify each of the Agents, NCMI, the
Issuing Bank, the Lenders and the other Indemnified Parties from and against any
and all losses, claims (whether valid or not), damages and liabilities, joint or
several, to which such Indemnified Party may become subject, related to or      
arising out of (i) any Federal, state, local or other statute, ordinance, order,
judgment, ruling or regulation relating to environmental pollution, regulation  
or control affecting the Borrower, any Subsidiary or its properties or assets,  
(ii) any Hazardous Materials managed by the Borrower or any Subsidiary, (iii)   
any event, condition or circumstance involving environmental protection,        
pollution, regulation or control affecting the Borrower or any Subsidiary or its
properties or assets or (iv) any claim, litigation, investigation or proceeding 
relating to any of the foregoing, whether or not any Indemnified Party is a     
party thereto. The Borrower further agrees to reimburse each Indemnified Party  
for all expenses (including reasonable consultants' and attorneys' fees and     
expenses) as they are incurred in connection with the investigation of,         
preparation for or defense of any pending or threatened claim or any action or  
proceeding arising therefrom. Notwithstanding the foregoing, the obligation to  
indemnify any Indemnified Party under this Section 9.05(c) shall not apply in   
respect of any loss, claim, damage or liability to the extent that a court of   
competent jurisdiction shall have determined by final and nonappealable judgment
that such loss, claim, damage or liability resulted from such Indemnified       
Party's gross negligence or willful misconduct.                                 

 (d) In the event that the foregoing indemnity is unavailable or
insufficient to hold an Indemnified Party harmless, then the Borrower will      
contribute to amounts paid or payable by such Indemnified Party in respect of   
such Indemnified Party's losses, claims, damages or liabilities in such         
proportions as appropriately reflect the relative benefits received by and fault
of the Borrower and such Indemnified Party in connection with the matters as to 
which such losses, claims, damages or liabilities relate and other equitable    
considerations.                                                                 

    (e) If any action, proceeding or investigation is commenced, as to
which any Indemnified Party proposes to demand such indemnification, it shall   
notify the Borrower with reasonable promptness; PROVIDED, THAT, any failure by  
such Indemnified Party to notify the Borrower shall not relieve the Borrower    
from its obligations hereunder except to the extent the Borrower is prejudiced  
thereby. The Borrower shall be entitled to assume the defense of any such       
action, proceeding or investigation, including the employment of counsel and the
payment of all fees and expenses. Each Indemnified Party shall have the right to
employ separate counsel in connection with any such action, proceeding or       
investigation and to participate in the defense thereof, but the fees and       
expenses of such counsel shall be paid by such Indemnified Party, unless (i) the
Borrower has failed to assume the defense and employ counsel as provided herein,
(ii) the Borrower has agreed in writing to pay such fees and expenses of        
separate counsel or (iii) an action, proceeding or investigation has been       
commenced against such Indemnified Party and the Borrower and representation of 
both the Borrower and such Indemnified Party by the same counsel would be       
inappropriate because of actual or potential conflicts of interest between the  
parties (in the case of any Agent or                                            

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Lender, the existence of any such actual or potential conflict of interest to be
determined by such party, taking into account, among other things, any relevant 
regulatory concerns). In the case of any circumstance described in clause (i),  
(ii), or (iii) of the immediately preceding sentence, the Borrower shall be     
responsible for the reasonable fees and expenses of such separate counsel;      
PROVIDED, THAT, the Borrower shall not in any event be required to pay the fees 
and expenses of more than one separate counsel (plus appropriate local counsel  
under the direction of such separate counsel) for all Indemnified Parties,      
unless representation of all Indemnified Parties by the same counsel would be   
inappropriate due to actual or potential conflicting interests between such     
Indemnified Parties, in which case, the Borrower shall be required to pay the   
fees and expenses of such additional counsel as are necessary to prevent such   
conflicting interests. The Borrower shall be liable only for settlement of any  
claim against an Indemnified Party made with the Borrower's written consent.    

       (f) The provisions of this Section 9.05 shall remain operative and in
full force and effect regardless of the expiration of the term of this          
Agreement, the consummation of the transactions contemplated hereby, the        
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation    
made by or on behalf of any Agent or Lender. All amounts due under this Section 
9.05 shall be payable on written demand therefor.                               

  SECTION 9.06. RIGHT OF SETOFF. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and    
from time to time, to the fullest extent permitted by law, to set off and apply 
any and all deposits (general or special, time or demand, provisional or final  
except deposits for the payment of payroll taxes) at any time held and other    
indebtedness at any time owing by such Lender to or for the credit or the       
account of the Borrower against any of and all the obligations of the Borrower  
now or hereafter existing under this Agreement and the other Loan Documents held
by such Lender, irrespective of whether or not such Lender shall have made any  
demand under this Agreement or such other Loan Document and although such       
obligations may be unmatured. The rights of each Lender under this Section 9.06 
are in addition to other rights and remedies (including other rights of setoff) 
which such Lender may have.                                                     

   SECTION 9.07.  APPLICABLE LAW.  THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED                    
BY THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO PRINCIPLES OF               
CONFLICTS OF LAWS.                                                              

         SECTION 9.08. WAIVERS; AMENDMENT. (a) No failure or delay of any Agent,
the Issuing Bank or any Lender in exercising any power or right hereunder shall 
operate as a waiver thereof, nor shall any single or partial exercise of any    
such right or power, or any abandonment or discontinuance of steps to enforce   
such a right or power, preclude any other or further exercise thereof or the    
exercise of any other right or power. The rights and remedies of the Agents, the
Issuing Bank and the Lenders hereunder and under the other Loan Documents are   
cumulative and are not exclusive of any rights or remedies which they would     
otherwise have. No waiver of any provision of this Agreement or any other Loan  
Document or consent to any departure by the Borrower or any other Secured Party 
therefrom                                                                       

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shall in any event be effective unless the same shall be permitted by Section   
9.08(b), and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on the        
Borrower in any case shall entitle the Borrower to any other or further notice  
or demand in similar or other circumstances.                                    

        (b) None of this Agreement, the other Loan Documents and any provision
hereof or thereof may be waived, amended or modified (and no consent to the     
departure by the Borrower or any other Secured Party therefrom may be           
effective), except pursuant to an agreement or agreements in writing entered    
into by the Borrower and the Required Lenders; PROVIDED, THAT, no such agreement
shall (i) decrease the principal amount of or extend the maturity of or date for
the payment of any interest on any Loan or any date for reimbursement of a      
Letter of Credit Disbursement, or waive or excuse any such payment or any part  
thereof, or decrease the rate of interest on any Loan or a Letter of Credit     
Disbursement, without the prior written consent of each Lender affected thereby,
(ii) change or extend the Commitments or decrease the Fees of any Lender without
the prior written consent of such Lender, (iii) increase the aggregate          
Commitments of the Lenders without the prior written consent of each Lender,    
(iv) amend or modify the provisions of Section 2.16 or 9.04(j), the provisions  
of this Section, the definition of the term "Required Lenders," release at one  
time or serially in the aggregate all or substantially all the Guarantors or all
or substantially all the Collateral, without the prior written consent of each  
Lender; (v) change the amount of, or allocation between the Tranche A Revolving 
Credit Facility and the Tranche B Revolving Credit Facility or any provision    
relating to any prepayment of the Loans under either of the Facilities without  
the consent of Lenders holding more than 50% of the outstanding Loans (and      
outstanding Letter of Credit Exposure, if applicable) under each of the         
respective Facilities, (vi) waive the conditions to funding any Loan or issuance
of a Letter of Credit without the consent of Lenders holding more than 50% of   
the outstanding Loans, Letter of Credit Exposure and unused Commitments under   
the applicable Facility, and (vii) waive, amend or modify in a manner that, by  
its terms, adversely affects a Lender's participation in a Facility differently 
from those of the Lenders participating in the other Facility, shall require the
consent of such adversely affected Lenders holding more than 50% of the         
outstanding Loans, Letter of Credit Exposure (if applicable) and unused         
Commitments under such Facility; PROVIDED, FURTHER, that no such agreement shall
amend, modify or otherwise affect the rights or duties of any Agent, the        
Swingline Lender (in its capacity as such) or the Issuing Bank hereunder or     
under any other Loan Document without the prior written consent of such Agent,  
the Swingline Lender or the Issuing Bank, as applicable. Each Lender and each   
holder of a Note shall be bound by any waiver, amendment or modification        
authorized by this Section 9.08 regardless of whether its Note shall have been  
marked to make reference thereto, and any consent by any Lender or holder of a  
Note pursuant to this Section 9.08 shall bind any person subsequently acquiring 
a Note from it, whether or not such Note shall have been so marked.             

         SECTION 9.09. INTEREST RATE LIMITATION. Notwithstanding anything herein
or in the Notes to the contrary, if at any time the applicable interest rate,   
together with all fees and charges which are treated as interest under          
applicable law (collectively the "CHARGES"), as provided for herein or in any   
other document executed in connection herewith, or otherwise contracted for,    
charged, received, taken or reserved by any Lender, shall exceed the maximum    
rate permitted by applicable law (the "MAXIMUM RATE") which may be contracted   

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for, charged, taken, received or reserved by such Lender in accordance with     
applicable law, the rate of interest payable under the affected Note held by    
such Lender, together with all Charges payable to such Lender, shall be limited 
to the Maximum Rate.                                                            

    SECTION 9.10. ENTIRE AGREEMENT. (a) This Agreement, the other Loan
Documents and the Fee Letter constitute the entire contract among the parties   
relative to the subject matter hereof and thereof. Any previous agreement among 
the parties with respect to the subject matter hereof and thereof is superseded 
by this Agreement, the other Loan Documents and the Fee Letter. Nothing in this 
Agreement, the other Loan Documents or the Fee Letter, expressed or implied, is 
intended to confer upon any party (other than the parties hereto and the other  
Secured Parties) any rights, remedies, obligations or liabilities under or by   
reason of this Agreement, the other Loan Documents or the Fee Letter.           

      (b) THIS WRITTEN AGREEMENT, THE NOTES, THE OTHER LOAN DOCUMENTS, THE
FEE LETTER AND THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, 
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO      
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.                                  

 SECTION 9.11. SEVERABILITY. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be  
held invalid, illegal or unenforceable in any respect, the validity, legality   
and enforceability of the remaining provisions contained herein and therein     
shall not in any way be affected or impaired thereby. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable     
provisions with valid provisions the economic effect of which comes as close as 
possible to that of the invalid, illegal or unenforceable provisions.           

   SECTION 9.12. COUNTERPARTS. This Agreement may be executed by the
parties hereto in several counterparts and each such counterpart shall be deemed
to be an original, admissible into evidence, but all such counterparts shall    
together constitute but one and the same Agreement, and shall become effective  
as provided in Section 9.03. Delivery of an executed counterpart of this        
Agreement by facsimile shall be equally as effective as delivery of a manually  
executed counterpart of this Agreement. Any party delivering an executed        
counterpart of this Agreement by facsimile shall also deliver a manually        
executed counterpart of this Agreement, but the failure to deliver a manually   
executed counterpart shall not affect the validity, enforceability, and binding 
effect of this Agreement.                                                       

       SECTION 9.13. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into        
consideration in interpreting, this Agreement.                                  

         SECTION 9.14. REMEDIES. In case any one or more of the covenants and/or
agreements set forth in this Agreement shall have been breached by the Borrower,
then the Administrative Agent may, on behalf of the Lenders, proceed to protect 
and enforce the Lenders' rights either by suit in equity and/or by action at    
law, including, but not limited to,                                             

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an action for damages as a result of any such breach and/or an action for       
specific performance of any such covenant or agreement contained in this        
Agreement. Without limitation of the foregoing, the Borrower agrees that failure
to comply with any of the covenants contained herein will cause irreparable harm
and that specific performance shall be available in the event of any breach     
thereof. The Agent acting pursuant to this Section 9.14, shall be indemnified   
against all liability, loss or damage, together with all reasonable costs and   
expenses related thereto (including reasonable legal and accounting fees and    
expenses) in accordance with Section 9.05.                                      

    SECTION 9.15. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) The
Borrower hereby irrevocably and unconditionally submits, for itself and its     
property, to the nonexclusive jurisdiction of any Ohio State court or Federal   
court of the United States of America sitting in Dayton, Ohio, and any appellate
court from any thereof, in any action or proceeding arising out of or relating  
to this Agreement or the other Loan Documents, or for recognition or enforcement
of any judgment, and hereby irrevocably and unconditionally agrees that all     
claims in respect of any such action or proceeding may be heard and determined  
in such Ohio State court or, to the extent permitted by law, in such Federal    
court. Each of the parties hereto agrees that a final judgment in any such      
action or proceeding shall be conclusive and may be enforced in other           
jurisdictions by suit on the judgment or in any other manner provided by law.   
Nothing in this Agreement shall affect any right that any Agent, the Issuing    
Bank or any Lender may otherwise have to bring any action or proceeding relating
to this Agreement or the other Loan Documents against the Borrower or its       
properties in the courts of any jurisdiction.                                   

        (b) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may 
now or hereafter have to the laying of venue of any suit, action or proceeding  
arising out of or relating to this Agreement or the other Loan Documents in any 
Ohio State court or Federal court of the United States of America sitting in    
Dayton, Ohio. Each of the parties hereto hereby irrevocably waives, to the      
fullest extent permitted by law, the defense of an inconvenient forum to the    
maintenance of such action or proceeding in any such court.                     

     (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this     
Agreement will affect the right of any party to this Agreement to serve process 
in any other manner permitted by law.                                           

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        IN WITNESS WHEREOF, the Borrower, the Agents, the Issuing Bank and the
Lenders have caused this Agreement to be duly executed by their respective      
authorized officers as of the day and year first above written.                 

                    ROBBINS & MYERS, INC.,
         as Borrower

                             by_____________________________
   Name:
    Title:

                                       BANK ONE, DAYTON, N.A., as Administrative
                                    Agent, as Issuing Bank and as a Lender

                             by_____________________________
   Name:
    Title:

                NATIONSBANK, N.A.,
                                  as Syndication Agent and as a Lender

                             by_____________________________
   Name:
    Title:

                 ABN AMRO BANK N.V.,
         as a Lender

                             by_____________________________
   Name:
    Title:

                             NATIONAL CITY BANK OF COLUMBUS,
         as a Lender

                             by_____________________________
   Name:
    Title:

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                      THE BANK OF NOVA SCOTIA,
         as a Lender

                             by_____________________________
   Name:
    Title:

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		9/1/03		26					4
		11/26/01		28
		11/25/97		29					8-A12B
		11/30/96		86					10-Q
Filed on:		11/27/96		38
		11/26/96		1		6
		10/2/96		36
For Period End:		8/31/96		57		86
		2/28/95		26					10-Q
									List all Filings