SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549
                                  
                              Form 10-Q
                      ________________________
                                  
        [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
                                  
            For the quarterly period ended June 30, 1995
                                  
                                 OR
                                  
       [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
                                  
           For the transition period from ______ to ______
                                  
                    Commission file number 1-8974
                                  
                             AlliedSignal Inc.
   ------------------------------------------------------------------
       (Exact name of registrant as specified in its charter)
                                  
                Delaware                          22-2640650
  -----------------------------------        --------------------
     (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)           Identification No.)

           101 Columbia Road
             P.O. Box 4000
          Morristown, New Jersey                  07962-2497
  ----------------------------------------   --------------------
  (Address of principal executive offices)        (Zip Code)

                               (201)455-2000
  ---------------------------------------------------------------
        (Registrant's telephone number, including area code)
                                  
                                NOT APPLICABLE
  ---------------------------------------------------------------
        (Former name, former address and former fiscal year,
                    if changed since last report)
                                  
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

          YES     X                          NO 
              --------                          --------  
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                                Outstanding at
Class of Common Stock                           June 30, 1995
---------------------                          -----------------
     $1 par value                             283,160,355 shares

                                  
                          AlliedSignal Inc.
                                  
                                Index
                                -----                                  

                                                                  Page No.
                                                                  --------
Part I. -        Financial Information

        Item 1.  Condensed Financial Statements:

                 Consolidated Balance Sheet -
                  June 30, 1995 and December 31, 1994                 3

                 Consolidated Statement of Income -
                  Three and Six Months Ended June 30, 1995 and 1994   4

                 Consolidated Statement of Cash Flows-
                  Six Months Ended June 30, 1995 and 1994             5

                 Notes to Financial Statements                        6

                 Report on Review by Independent
                  Accountants                                         7

       Item 2.    Management's Discussion and Analysis
                   of Financial Condition and
                   Results of Operations                              8

Part II.-         Other Information

        Item 6.   Exhibits and Reports on Form 8-K                   12

Signatures                                                           13

                              - 2 -

                                  
                          AlliedSignal Inc.
                     Consolidated Balance Sheet
                             (Unaudited)

                                               June 30,   December 31,
                                                1995          1994
                                              ---------   ------------
                                                (Dollars in millions)
ASSETS
Current Assets:
  Cash and cash equivalents                  $   575         $   508
  Accounts and notes receivable - net
    (Note 2)                                   1,847           1,697
  Inventories - net (Note 3)                   1,921           1,743
  Other current assets                           679             637
                                              ------         -------
          Total current assets                 5,022           4,585
Investments and long-term receivables            497             475
Property, plant and equipment                  9,285           8,792
Accumulated depreciation and
  amortization                                (4,851)         (4,532)
Cost in excess of net assets of
  acquired companies - net                     1,398           1,349
Other assets                                     694             652
                                              ------          ------

  Total assets                               $12,045         $11,321
                                             =======         =======
LIABILITIES
Current Liabilities:
  Accounts payable                           $ 1,255         $ 1,296
  Short-term borrowings                          100             133
  Commercial paper                               422               -
  Current maturities of long-term debt           183             130
  Accrued liabilities                          1,870           1,832
                                              ------          ------
          Total current liabilities            3,830           3,391

Long-term debt                                 1,304           1,424
Deferred income taxes                            462             406
Postretirement benefit obligations
  other than pensions                          1,848           1,790
Other liabilities                              1,256           1,328

SHAREOWNERS' EQUITY
Capital - common stock issued                    358             358
        - additional paid-in capital           2,472           2,458
Common stock held in treasury, at cost        (1,561)         (1,505)
Cumulative translation adjustment                102              18
Unrealized holding gain on equity securities      33              40
Retained earnings                              1,941           1,613
                                              ------          ------
          Total shareowners' equity            3,345           2,982
                                              ------          ------

  Total liabilities and shareowners' equity  $12,045         $11,321
                                             =======         =======

Notes to Financial Statements are an integral part of this
statement.

                              - 3 -

                          AlliedSignal Inc.
                  Consolidated Statement of Income
                             (Unaudited)
                                  
                                   Three Months       Six Months
                                  Ended June 30     Ended June 30
                                  -------------     -------------
                                  1995     1994     1995     1994
                                  ----     ----     ----     ----
                                     (Dollars in millions except
                                         per share amounts)
                                                
Net sales                        $3,630   $3,187   $7,049   $6,173
                                 ------   ------   ------   ------
Cost of goods sold                2,902    2,541    5,649    4,943
Selling, general and                                              
  administrative expenses           374      346      732      660
                                 ------   ------   ------   ------ 
      Total costs and expenses    3,276    2,887    6,381    5,603
                                 ------   ------   ------   ------
                                                                  
Income from operations              354      300      668      570
Equity in income of affiliated                                    
  companies                          36       30       85       60
Other income (expense)                1       (3)     (18)     (16)
Interest and other financial                                       
  charges                           (46)     (38)     (87)     (75)
                                 -------   ------  -------   ------
                                                                  
Income before taxes on income       345      289      648      539
                                                                  
Taxes on income                     118       93      223      174
                                 ------   ------   ------    ----- 
                                                                  
Net income                       $  227   $  196   $  425   $  365
                                 ======   ======   ======   ======
                                                                  
Earnings per share of common                                      
  stock  (Note 4)                $  .80   $  .69   $ 1.50   $ 1.29
                                 ======   ======   ======   ======
                                                                  
Cash dividends per share of                                       
  common stock                   $ .195   $.1675   $ .390   $.3125
                                 ======   ======   ======   ======

Notes to Financial Statements are an integral part of this
statement.

                              - 4 -

                          AlliedSignal Inc.
                Consolidated Statement of Cash Flows
                             (Unaudited)

                                                         Six Months Ended
                                                             June 30
                                                         ----------------
                                                         1995      1994
                                                         ----      ----        
                                                      (Dollars in millions)
Cash flows from operating activities:
      Net income                                         $ 425     $ 365
      Adjustments to reconcile net income to net
        cash flows from operating activities:
        Streamlining and restructuring                      --       (84)
        Depreciation and amortization (includes goodwill)  307       278
        Undistributed earnings of equity affiliates        (34)        2
        Deferred taxes                                     102        71
        (Increase) in accounts and notes receivable        (88)     (168)
        Decrease (increase)in inventories                 (146)       46
        (Increase) in other current assets                 (36)      (31)
        Increase (decrease) in accounts payable            (98)       15
        Increase (decrease) in accrued liabilities          24       (85)
        Other                                             (127)     (101)
                                                        ------    ------ 
      Net cash flow provided by operating activities       329       308
                                                        ------    ------

Cash flows from investing activities:
      Expenditures for property, plant and equipment      (320)     (255)
      Proceeds from disposals of property, plant and
        equipment                                           20        15
      Decrease in other investments                         26         7 
      (Increase) in other investments                       (2)       (9)
      Decrease in marketable securities                     --        14
      Cash paid for acquisitions - net                    (127)      (41)
      Proceeds from sales of businesses                     (9)      135
                                                         ------    ------
      Net cash flow (used for) investing activities       (412)     (134)
                                                         ------    ------

Cash flows from financing activities:
      Net increase(decrease) in commercial paper           422      (127)
      Net increase(decrease) in short-term borrowings      (39)       27
      Proceeds from issuance of common stock                48        30
      Proceeds from issuance of long-term debt               5         2
      Payments of long-term debt                           (86)     (122)
      Repurchases of common stock                          (91)      (94)
      Cash dividends on common stock                      (109)      (87)
      Redemption of common stock purchase rights            --        (7)
                                                         ------    ------ 
      Net cash flow provided by (used for)
        financing activities                               150      (378)
                                                         -----     ------   

      Net increase (decrease) in cash and cash equivalents  67      (204)
      Cash and cash equivalents at beginning of year       508       892
                                                         -----     -----
      Cash and cash equivalents at end of period         $ 575     $ 688
                                                         =====     ===== 

Notes to Financial Statements are an integral part of this statement.

                              - 5 -

                          AlliedSignal Inc.
                    Notes to Financial Statements
                             (Unaudited)
                        (Dollars in Millions)

Note 1.  In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments,
consisting only of normal adjustments, necessary to present fairly
the financial position of AlliedSignal Inc. and its consolidated
subsidiaries at June 30, 1995 and the results of operations for the
three and six months ended June 30, 1995 and 1994 and the changes in
cash flows for the six months ended June 30, 1995 and 1994.  The
results of operations for the three- and six-month periods ended
June 30, 1995 should not necessarily be taken as indicative of the
results of operations that may be expected for the entire year 1995.

The financial information as of June 30, 1995 should be read in
conjunction with the financial statements contained in the Company's
Form 10-K Annual Report for 1994.

Note 2.  Accounts and notes receivable consist of the following:

                                           June 30,   December 31,
                                             1995        1994
                                           --------   -----------

          Trade                            $1,669       $1,526
          Other                               213          204
                                           ------       ------
                                            1,882        1,730
          Less-Allowance for doubtful
          accounts and refunds                (35)         (33)
                                           -------      -------
                                           $1,847       $1,697
                                           ======       ======

Note 3.  Inventories are valued at the lower of cost or market using
the last-in, first-out (LIFO) method for certain qualifying domestic
inventories and the first-in, first-out (FIFO) or the average cost
method for other inventories.

Inventories consist of the following:

                                              June 30,    December 31,
                                                1995         1994 (a)
                                            -----------  --------------

          Raw materials                      $  588       $  488
          Work in process                       862          761
          Finished products                     720          711
          Supplies and containers                76           70
                                             ------       ------ 
                                              2,246        2,030
          Less - Progress payments             (200)        (160)
                 Reduction to LIFO cost basis  (125)        (127)
                                             -------      -------
                                             $1,921       $1,743
                                             ======       ======               

(a) Reclassified for comparative purposes.

Note 4.  Based on the weighted average number of shares outstanding
during each period, as follows:  three months ended June 30, 1995,
283,946,463 shares, and 1994, 283,264,305 shares; and six months
ended June 30, 1995, 283,856,301 shares, and 1994, 283,856,928
shares.  No dilution results from outstanding common stock
equivalents.

                              - 6 -

             Report on Review by Independent Accountants
             -------------------------------------------

To the Board of Directors
of AlliedSignal Inc.

We have reviewed the accompanying consolidated balance sheet of
AlliedSignal Inc. and its subsidiaries as of June 30, 1995, and the
consolidated statements of income for the three-month and six-month
periods ended June 30, 1995 and 1994, and of cash flows for the six-
month periods ended June 30, 1995 and 1994.  This  financial
information is the responsibility of the Company's management.

We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the financial information referred to above
for it to be in conformity with generally accepted accounting
principles.

We have previously audited in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December
31, 1994, and the related consolidated statements of income, of
retained earnings, and of cash flows for the year then ended (not
presented herein), and in our report dated February 1, 1995 we
expressed an unqualified opinion on those consolidated financial
statements.  In our opinion, the information set forth in the
accompanying consolidated balance sheet information as of December 31,
1994, is fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.

Price Waterhouse LLP
4 Headquarters Plaza North
Morristown, NJ  07962

July 25, 1995

                               - 7 -

                                  
Item 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            ---------------------------------------------

     Results of Operations
     ---------------------

Second Quarter 1995 Compared with Second Quarter 1994
-----------------------------------------------------

     Net sales in the second quarter of 1995 totaled $3.6 billion,
an increase of $443 million, or 14%, compared with the second
quarter of last year.  Of this increase, $182 million reflects the
consolidation of recent acquisitions and the impact of dispositions,
$175 million was due to higher sales volumes, $56 million was the
result of favorable foreign exchange rate fluctuations in the
automotive segment and $30 million was due to higher prices in the
engineered materials segment.  Automotive's sales increased $228
million, or 18%, engineered materials was $116 million, or 14%,
higher and aerospace had a $99 million, or 9%, gain.

     Automotive's sales of braking systems in North America and
Europe grew substantially.  Sales of safety restraint systems,
turbochargers, aftermarket products in Europe and truck brake
systems were also strong.  Engineered materials' sales of fibers,
particularly industrial polyester and products of the nylon system,
and performance materials were substantially higher.  Among the
stronger performing products in performance materials were specialty
chemicals, food packaging films and advanced microelectronics.
Sales of laminate systems, environmental catalysts, engineering
plastics and carbon materials were also strong.  Aerospace's
improved sales reflect the acquisition of the Lycoming turbine
engine business in October 1994 and continued strong demand for
safety-related avionics systems, such as windshear detection, ground
proximity warning and collision avoidance systems.

     Selling, general and administrative expenses as a percent of
net sales decreased from 10.9% in the second quarter of 1994 to
10.3% in 1995.  Expenses increased by $28 million, or 8%, reflecting
in part the impact of acquisitions.

     Income from operations of $354 million increased by $54
million, or 18%, compared with the second quarter of last year.  The
Company's operating margin for the second quarter of 1995 was 9.8%
compared with 9.4% for the same period last year.  Aerospace's
operating income improved by 25%, engineered materials' by 17% and
automotive's by 9%.  Operating expense for corporate increased
by $2 million.  See the discussion of net income below for
information by segment.

     Equity in income of affiliated companies of $36 million
increased by $6 million, or 20%, compared with last year, mainly
because of improved joint venture earnings for Paxon high-density
polyethylene and UOP process technology.

     Other income (expense) of $1 million was favorable by $4
million compared with last year's second quarter, reflecting the sale
of an investment, offset somewhat by higher minority interest and
foreign exchange hedging costs.

     Interest and other financial charges of $46 million increased
by $8 million, or 21%, from 1994's second quarter, primarily due to
higher average interest rates.

                              - 8 -

     The effective tax rate in the second quarter of 1995 was 34.4%
compared with 32.3% in 1994.  The increase is primarily due to
growth in both domestic and foreign earnings that are subject to the
statutory rate.

     Aerospace's net income improved to $72 million from $61
million, an increase of 18% compared with the same quarter last
year.  This earnings increase resulted from faster-than-anticipated
cost synergies from the Lycoming acquisition and increased demand
for proprietary flight safety systems in the commercial, regional
and business aircraft markets, offset somewhat by lower earnings for
equipment systems.  Automotive's net income rose to $65 million from
$60 million, an increase of 8% compared with the same quarter last
year.  Earnings were higher for turbochargers, truck brakes,
aftermarket Europe and braking systems.  Engineered materials' net
income increased to $105 million from $87 million, an increase of
21% compared with the same quarter last year.  Fibers, performance
materials, laminate systems, engineering plastics, environmental
catalysts and carbon materials had improved earnings.  The income
contribution from joint ventures was also higher.

     Net income in the 1995 second quarter of $227 million, or $0.80
a share, was higher than last year's net income of $196 million, or
$0.69 a share, for the reasons discussed above.

Six Months 1995 Compared with Six Months 1994
---------------------------------------------

     Net sales in the first six months of 1995 totaled $7.0 billion,
an increase of $876 million, or 14%, compared with the first six
months of last year.  Of this increase, $412 million was due to
higher sales volumes, $319 million reflects the consolidation of
recent acquisitions and the impact of dispositions, $117 million was
the result of favorable foreign exchange rate fluctuations in the
automotive segment and $28 million was due to higher prices in the
engineered materials segment.  Automotive's sales increased $478
million, or 20%, engineered materials was $249 million, or 16%,
higher and aerospace had a $149 million, or 7%, gain.

     Automotive benefited from growing sales of braking systems in
North America and Europe, strong worldwide sales of safety
restraints and turbochargers, higher aftermarket sales primarily in
Europe and expanded sales of medium and heavy truck brakes in North
America.  Sales volumes were higher for most engineered materials
business units, including fibers, performance materials, laminate
systems, environmental catalysts, fluorine products, engineering
plastics and carbon materials.  Aerospace's sales increased
reflecting the acquisition of the Lycoming turbine engine business
in October 1994 and continued strong demand for safety-related
avionics systems, such as windshear detection, ground proximity
warning and collision avoidance systems. This increase was somewhat
offset by lower sales to the government, where comparisons were
adversely affected by a one-time contract settlement in the first
quarter of 1994 and, in 1995, by delays in government electronics
systems' shipments.

     Selling, general and administrative expenses as a percent of
net sales decreased from 10.7% in 1994 to 10.4% in 1995.  Expenses
increased by $72 million, or 11%, reflecting in part the impact of
acquisitions.

     Income from operations of $668 million increased by $98
million, or 17%, compared with last year's first six months.  The
Company's operating margin for

                               - 9 -

the first six months of 1995 was 9.5%, compared with 9.2% for the same
period last year.  Engineered materials' operating income improved by 20%,
automotive's by 17% and aerospace's by 16%.  Operating expense for corporate
increased by $12 million.  See the discussion of net income below for
information by segment.

     Productivity (the constant dollar basis relationship of sales
to costs) of the Company's businesses improved by 5.4% compared with
last year's first six months.

     Equity in income of affiliated companies of $85 million
increased by $25 million, or 42%, compared with last year, mainly
because of improved joint venture earnings for Paxon high-density
polyethylene, UOP process technology and Atlantic Research hybrid
inflator technology.

     Other income (expense) of $(18) million was unfavorable by $2
million, or 13%, compared with last year's first six months, mainly
due to higher minority interest and foreign exchange hedging costs
and lower dividend and interest income, somewhat offset by the sale
of an investment.

     Interest and other financial charges of $87 million increased
by $12 million, or 16%, from 1994's first six months, primarily
reflecting higher average interest rates.

     The effective tax rate in the first six months of 1995 was
34.5% compared with 32.4% in 1994.  The increase is primarily due to
growth in both domestic and foreign earnings that are subject to the
statutory rate.

     Aerospace's net income improved to $128 million from $113
million, an increase of 13% compared with the same period last
year.  Earnings increased for engines because of cost synergies
realized from the Lycoming acquisition and commercial avionics
systems due to continued strong demand for safety-related avionics
systems, but were lower on sales to the government.  Automotive's
net income rose to $127 million from $106 million, an increase of
20% compared with the same six months of 1994.  Net income was
higher for braking systems, turbochargers, truck braking systems,
aftermarket Europe and for filters and spark plugs.  The Company
continues to benefit from strong AlliedSignal content on better
selling vehicles, including sport utility vehicles, minivans, the
Ford Taurus and F-150 pickup trucks as well as medium and heavy
trucks. Engineered materials' net income increased to $199 million
from $165 million, an increase of 21% compared with the same period
last year.  Net income was higher for performance materials, fibers,
environmental catalysts, engineering plastics, laminate systems and
carbon materials.  Income improved in the six month period due to
volume and price increases, partly offset by higher raw material
prices.  There was also a substantial increase in net income from
joint ventures.

     Net income in the first six months of 1995 of $425 million, or
$1.50 a share, was substantially higher than last year's net income
of $365 million, or $1.29 a share, for the reasons discussed above.

                                - 10 -

     Financial Condition
     ------------------- 

June 30, 1995 Compared with December 31, 1994
---------------------------------------------

     On June 30, 1995 the Company had $575 million in cash and cash
equivalents, compared with $508 million at year-end 1994.  The
current ratio at June 30, 1995 was 1.3X, compared with 1.4X at year-
end 1994.

     On June 30, 1995 the Company's long-term debt amounted to
$1,304 million,  $120 million lower than at year-end 1994.  Total
debt of $2,009 million on June 30, 1995 was $322 million higher than
at year-end, mainly reflecting an increase in commercial paper outstanding.
The Company's total debt as a percent of capital increased from 34.1% at
year-end to 35.4% at June 30, 1995.

     The Company entered into two new credit agreements (the "Five-
Year" and "364-Day" Credit Agreements) dated as of June 30, 1995,
with commitments aggregating $750 million.  These agreements
replaced a $900 million aggregate arrangement and have terms similar
to the terms of the prior arrangement.  The funds available under
the Five-Year and 364-Day Credit Agreements may be used for any
corporate purpose.

     During the first six months of 1995, the Company made capital
expenditures of $320 million, compared with $255 million in the
corresponding period in 1994.  Spending for the 1995 six month period
was as follows:  aerospace-$63 million; automotive-$108 million;
engineered materials-$133 million, and corporate-$16 million.  The
Company's total capital expenditures in 1995 are currently projected
at about $700 million.

     During the first six months of 1995, the Company repurchased
2.4 million shares of common stock for $95 million.  Common stock is
repurchased to meet the expected requirements for shares issued
under employee benefit plans and a shareowner dividend reinvestment
plan.  At June 30, 1995, the Company was authorized to repurchase
11.2 million shares of common stock.

     The Company intends to acquire three separate chemical
businesses costing approximately $380 million.  The businesses
include a polyester fibers plant in Virginia, a nylon plastics and
fibers plant in Germany and a specialty chemicals plant also in
Germany.  The Company also plans to invest about $100 million during
the next three years to expand and upgrade the nylon plastics and
fibers facility.

Review by Independent Accountants
---------------------------------

     The "Independent Accountants' Report" included herein is not a
"report" or "part of a Registration Statement" prepared or certified
by an independent accountant within the meanings of Section 7 and 11
of the Securities Act of 1933, and the accountants' Section 11
liability does not extend to such report.

                               - 11 -

                     PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits.  The following exhibits are filed with this
Form 10-Q:

               10.1  Five-Year Credit Agreement dated as of June 30,
                     1995 by and between AlliedSignal Inc., a Delaware
                     corporation, the banks, financial institutions and
                     other institutional lenders listed on the signature
                     pages thereof (the "Lenders"), Citibank, N.A., as
                     agent, and ABN Amro Bank N.V. and Morgan Guaranty
                     Trust Company of New York, as co-agents, for the 
                     Lenders

               10.2  364-Day Credit Agreement dated as of June 30, 1995
                     by and between AlliedSignal Inc., a Delaware
                     corporation, the banks, financial institutions and
                     other institutional lenders listed on the signature
                     pages thereof (the "Lenders"), Citibank, N.A., as
                     agent, and ABN Amro Bank N.V. and Morgan Guaranty Trust
                     Company of New York, as co-agents, for the Lenders

               15    Independent Accountants' Acknowledgment Letter as to
                     the incorporation of their report relating to unaudited
                     interim financial statements

               27    Financial Data Schedule

          (b)  Reports on Form 8-K.  No reports on Form 8-K were filed by
the Company during the quarter ended June 30, 1995.

                               - 12 -

                             SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                              AlliedSignal Inc.

August 9, 1995              By:  /s/ G. Peter D'Aloia
                                 ----------------------
                                 G. Peter D'Aloia
                                 Vice President and Controller
                                 (on behalf of the Registrant
                                 and as the Registrant's
                                 Principal Accounting Officer)

                                - 13 -   

                            EXHIBIT INDEX

Exhibit                                    Description
Number
                                   
    2                              Omitted (Inapplicable)
                                   
    4                              Omitted (Inapplicable)
                                   
    10.1                           Five-Year Credit Agreement
                                   dated as of June 30, 1995 by
                                   and between AlliedSignal
                                   Inc., a Delaware
                                   corporation, the banks,
                                   financial institutions and
                                   other institutional lenders
                                   listed on the signature
                                   pages thereof (the
                                   "Lenders"), Citibank, N.A.,
                                   as agent, and ABN Amro Bank
                                   N.V. and Morgan Guaranty
                                   Trust Company of New York,
                                   as co-agents, for the
                                   Lenders
                                   
    10.2                           364-Day Credit Agreement
                                   dated as of June 30, 1995 by
                                   and between AlliedSignal
                                   Inc., a Delaware
                                   corporation, the banks,
                                   financial institutions and
                                   other institutional lenders
                                   listed on the signature
                                   pages thereof (the
                                   "Lenders"), Citibank, N.A.,
                                   as agent, and ABN Amro Bank
                                   N.V. and Morgan Guaranty
                                   Trust Company of New York,
                                   as co-agents, for the
                                   Lenders
                                   
    11                             Omitted (Inapplicable)
                                   
    15                             Independent Accountants'
                                   Acknowledgment Letter as to
                                   the incorporation of their
                                   report relating to unaudited
                                   interim financial statements
                                   
    18                             Omitted (Inapplicable)
                                   
    19                             Omitted (Inapplicable)
                                   
    22                             Omitted (Inapplicable)
                                   
    23                             Omitted (Inapplicable)
                                   
    24                             Omitted (Inapplicable)
                                   
    27                             Financial Data Schedule
                                   
    99                             Omitted (Inapplicable)

                                            COPY AS EXECUTED

 
                       U.S. $375,000,000

                   FIVE-YEAR CREDIT AGREEMENT

                    Dated as of June 30, 1995

                             Among

                       ALLIEDSIGNAL INC.,

                          as Borrower,

                              and

                THE INITIAL LENDERS NAMED HEREIN,

                       as Initial Lenders,

                              and

                         CITIBANK, N.A.,

                            as Agent,

                              and

                      ABN AMRO BANK N.V. and
             MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

                           as Co-Agents

                   FIVE-YEAR CREDIT AGREEMENT

                   Dated as of June 30, 1995

            ALLIEDSIGNAL   INC.,  a  Delaware  corporation   (the
"Company"),   the   banks,  financial  institutions   and   other
institutional  lenders  (the "Initial  Lenders")  listed  on  the
signature  pages  hereof, CITIBANK, N.A. ("Citibank"),  as  agent
(the  "Agent"), and ABN AMRO BANK N.V. and MORGAN GUARANTY  TRUST
COMPANY  OF  NEW  YORK, as co-agents (the "Co-Agents"),  for  the
Lenders (as hereinafter defined), agree as follows:

                           ARTICLE I

                DEFINITIONS AND ACCOUNTING TERMS

           SECTION 1.01.  Certain Defined Terms.  As used in this
Agreement, the following terms shall have the following  meanings
(such meanings to be equally applicable to both the singular  and
plural forms of the terms defined):

           "Advance"  means  a  Revolving  Credit  Advance  or  a
     Competitive Bid Advance.

           "Affiliate" means, as to any Person, any other  Person
     that, directly or indirectly, controls, is controlled by  or
     is under common control with such Person or is a director or
     officer  of  such Person.  For purposes of this  definition,
     the  term  "control"  (including  the  terms  "controlling",
     "controlled by" and "under common control with") of a Person
     means  the possession, direct or indirect, of the  power  to
     direct or cause the direction of the management and policies
     of  such  Person,  whether through the ownership  of  Voting
     Stock, by contract or otherwise.

           "Alternate  Currency" means any lawful currency  other
     than  Dollars  and  the  Major  Currencies  that  is  freely
     transferrable and convertible into Dollars.

          "Applicable Lending Office" means, with respect to each
     Lender, such Lender's Domestic Lending Office in the case of
     a  Base  Rate Advance and such Lender's Eurocurrency Lending
     Office  in the case of a Eurocurrency Rate Advance  and,  in
     the  case of a Competitive Bid Advance, the office  of  such
     Lender  notified  by  such  Lender  to  the  Agent  as   its
     Applicable  Lending Office with respect to such  Competitive
     Bid Advance.

          "Applicable Margin" means, as of any date, a percentage
     per  annum determined by reference to the Public Debt Rating
     in effect on such date as set forth below:

               Public Debt               Applicable
                  Rating                   Margin
               S&P/Moody's

             Level 1                   
              AA- /Aa3  or above           .085%

             Level 2                   
             Lower than AA-/Aa3            .155%
             but at least A-/A3

             Level 3                   
             Lower than A-/A3              .250%
             but at least BBB+/Baa1

             Level 4                   
             Below BBB+/Baa1               .350%

           "Applicable  Percentage" means,  as  of  any  date,  a
     percentage  per annum determined by reference to the  Public
     Debt Rating in effect on such date as set forth below:

               Public Debt               Applicable
                  Rating                 Percentage
               S&P/Moody's

             Level 1                   
              AA- /Aa3 or above            .065%

             Level 2                   
             Lower than AA-/Aa3            .095%
             but at least A-/A3

             Level 3                   
             Lower than A-/A3              .125%
             but at least BBB+/Baa1

             Level 4                   
             Below BBB+/Baa1               .150%

           "Assignment  and Acceptance" means an  assignment  and
     acceptance  entered  into  by  a  Lender  and  an   Eligible
     Assignee,  and  accepted by the Agent, in substantially  the
     form of Exhibit C hereto.

           "Assuming  Lender"  means  an  Eligible  Assignee  not
     previously a Lender that becomes a Lender hereunder pursuant
     to Section 2.05(e) or Section 2.16.

            "Assumption   Agreement"  means   an   agreement   in
     substantially  the  form of Exhibit D  hereto  by  which  an
     Eligible  Assignee  agrees  to  become  a  Lender  hereunder
     pursuant  to Section 2.05(e) or Section 2.16, in  each  case
     agreeing  to  be  bound  by  all  obligations  of  a  Lender
     hereunder.

          "Base Rate" means a fluctuating interest rate per annum
     in  effect from time to time, which rate per annum shall  at
     all times be equal to the highest of:

                     (a)  the rate of interest announced publicly
          by  Citibank in New York, New York, from time to  time,
          as Citibank's base rate;

                     (b) the sum (adjusted to the nearest 1/16 of
          1%  or, if there is no nearest 1/16 of 1%, to the  next
          higher  1/16  of 1%) of (i) 1/2 of 1% per  annum,  plus
          (ii) the rate obtained by dividing (A) the latest three-
          week   moving  average  of  secondary  market   morning
          offering  rates  in the United States  for  three-month
          certificates  of deposit of major United  States  money
          market  banks, such three-week moving average (adjusted
          to  the  basis of a year of 360 days) being  determined
          weekly  on  each  Monday (or, if  such  day  is  not  a
          Business Day, on the next succeeding Business Day)  for
          the three-week period ending on the previous Friday  by
          Citibank  on  the  basis  of  such  rates  reported  by
          certificate of deposit dealers to and published by  the
          Federal   Reserve  Bank  of  New  York  or,   if   such
          publication  shall be suspended or terminated,  on  the
          basis of quotations for such rates received by Citibank
          from  three New York certificate of deposit dealers  of
          recognized  standing selected by  Citibank,  by  (B)  a
          percentage equal to 100% minus the average of the daily
          percentages specified during such three-week period  by
          the  Board  of Governors of the Federal Reserve  System
          (or  any successor) for determining the maximum reserve
          requirement  (including,  but  not  limited   to,   any
          emergency,  supplemental  or  other  marginal   reserve
          requirement)  for Citibank with respect to  liabilities
          consisting  of  or including (among other  liabilities)
          three-month  Dollar non-personal time deposits  in  the
          United States, plus (iii) the average during such three-
          week period of the annual assessment rates estimated by
          Citibank  for  determining  the  then  current   annual
          assessment  payable by Citibank to the Federal  Deposit
          Insurance  Corporation (or any successor) for  insuring
          Dollar deposits of Citibank in the United States; and

                     (c)  1/2 of one percent per annum above  the
          Federal Funds Rate.

           "Base  Rate Advance" means a Revolving Credit  Advance
     denominated  in Dollars that bears interest as  provided  in
     Section 2.07(a)(i).

            "Borrower"  means  the  Company  or  any   Designated
     Subsidiary, as the context requires.

           "Borrowing"  means a Revolving Credit Borrowing  or  a
     Competitive Bid Borrowing.

           "Business Day" means a day of the year on which  banks
     are  not required or authorized by law to close in New  York
     City  and,  if  the applicable Business Day relates  to  any
     Eurocurrency  Rate  Advance or LIBO Rate Advance,  on  which
     dealings  are carried on in the London interbank market  and
     banks are open for business in London and in the country  of
     issue  of the currency of such Eurocurrency Rate Advance  or
     LIBO Rate Advance.

           "Change of Control" means that (i) any Person or group
     of  Persons (within the meaning of Section 13 or 14  of  the
     Securities  Exchange  Act of 1934, as amended  (the  "Act"))
     (other  than the Company, any Subsidiary of the  Company  or
     any  savings, pension or other benefit plan for the  benefit
     of  employees  of  the  Company or its  Subsidiaries)  which
     theretofore beneficially owned less than 30% of  the  Voting
     Stock  of  the Company then outstanding shall have  acquired
     beneficial  ownership  (within the  meaning  of  Rule  13d-3
     promulgated by the Securities and Exchange Commission  under
     the  Act)  of 30% or more in voting power of the outstanding
     Voting  Stock  of the Company or (ii) during any  period  of
     twelve  consecutive calendar months, individuals who at  the
     beginning of such twelve-month period were directors of  the
     Company shall cease to constitute a majority of the Board of
     Directors of the Company.

           "Commitment"  means as to any Lender  (i)  the  Dollar
     amount  set  forth opposite its name on the signature  pages
     hereof,  (ii)  if such Lender has become a Lender  hereunder
     pursuant  to an Assumption Agreement, the Dollar amount  set
     forth  as  its  Commitment in such Assumption  Agreement  or
     (iii)  if  such  Lender has entered into any Assignment  and
     Acceptance, the Dollar amount set forth for such  Lender  in
     the Register maintained by the Administrative Agent pursuant
     to  Section  9.07(d),  in  each case  as  the  same  may  be
     increased,  terminated  or reduced,  as  the  case  may  be,
     pursuant to Section 2.05(a), (b), (c), (d) or (e) or Section
     2.16.

           "Commitment Date" has the meaning specified in Section
     2.05(e)(i).

           "Commitment  Increase" has the  meaning  specified  in
     Section 2.05(e)(i).

           "Competitive Bid Advance" means an advance by a Lender
     to  any  Borrower  as  part of a Competitive  Bid  Borrowing
     resulting  from the competitive bidding procedure  described
     in Section 2.03 and refers to a Fixed Rate Advance or a LIBO
     Rate Advance (each of which shall be a "Type" of Competitive
     Bid Advance).

            "Competitive   Bid  Borrowing"  means   a   borrowing
     consisting  of  simultaneous Competitive Bid  Advances  from
     each  of  the  Lenders  whose offer  to  make  one  or  more
     Competitive Bid Advances as part of such borrowing has  been
     accepted  under the competitive bidding procedure  described
     in Section 2.03.

           "Competitive Bid Note" means a promissory note of  any
     Borrower   payable   to  the  order  of   any   Lender,   in
     substantially the form of Exhibit A-2 hereto, evidencing the
     indebtedness of such Borrower to such Lender resulting  from
     a  Competitive  Bid  Advance made by  such  Lender  to  such
     Borrower.

           "Competitive Bid Reduction" has the meaning  specified
     in Section 2.01.

           "Consenting  Lenders"  has the  meaning  specified  in
     Section 2.16(b).

           "Consolidated" refers to the consolidation of accounts
     in accordance with GAAP.

           "Consolidated  Subsidiary" means,  at  any  time,  any
     Subsidiary the accounts of which are required at  that  time
     to  be  included on a Consolidated basis in the Consolidated
     financial  statements  of the Company,  assuming  that  such
     financial statements are prepared in accordance with GAAP.

           "Convert", "Conversion" and "Converted" each refers to
     a  conversion of Revolving Credit Advances of one Type  into
     Revolving  Credit  Advances of the other  Type  pursuant  to
     Section 2.08.

           "Debt"  means,  with  respect  to  any  Person:    (i)
     indebtedness  of  such Person, which is not  limited  as  to
     recourse to such Person, for borrowed money (whether by loan
     or  the  issuance and sale of debt securities)  or  for  the
     deferred (for 90 days or more) purchase or acquisition price
     of property or services; (ii) indebtedness or obligations of
     others  which  such Person has assumed or guaranteed;  (iii)
     indebtedness  or obligations of others secured  by  a  lien,
     charge or encumbrance on property of such Person whether  or
     not  such  Person  shall have assumed such  indebtedness  or
     obligations; (iv) obligations of such Person in  respect  of
     letters of credit (other than performance letters of credit,
     except  to  the extent backing an obligation of  any  Person
     which  would be Debt of such Person), acceptance facilities,
     or drafts or similar instruments issued or accepted by banks
     and  other  financial institutions for the account  of  such
     Person;  and  (v)  obligations of such Person  under  leases
     which  are required to be capitalized on a balance sheet  of
     such Person in accordance with GAAP.

           "Default" means any Event of Default or any event that
     would constitute an Event of Default but for the requirement
     that notice be given or time elapse or both.

           "Designated Subsidiary" means any corporate Subsidiary
     of  the  Company  designated for borrowing privileges  under
     this Agreement pursuant to Section 9.08.

           "Designation  Letter"  means,  with  respect  to  any
     Designated  Subsidiary, a letter in the form  of  Exhibit E
     hereto signed by such Designated Subsidiary and the Company.

           "Disclosed  Litigation" has the meaning  specified  in
Section 3.01(b).

           "Dollars" and the "$" sign each means lawful money  of
     the United States of America.

           "Domestic Lending Office" means, with respect  to  any
     Initial Lender, the office of such Lender specified  as  its
     "Domestic  Lending Office" opposite its name on  Schedule  I
     hereto and, with respect to any other Lender, the office  of
     such  Lender specified as its "Domestic Lending  Office"  in
     the Assumption Agreement or in the Assignment and Acceptance
     pursuant  to which it became a Lender, or such other  office
     of  such Lender as such Lender may from time to time specify
     to the Company and the Agent.

           "Domestic  Subsidiary"  means  any  Subsidiary  whose
     operations  are  conducted primarily in  the  United  States
     excluding  any Subsidiary whose assets consist primarily  of
     the  stock  of  Subsidiaries whose operations are  conducted
     outside the United States of America.

           "Effective   Date"  has  the  meaning  specified   in
     Section 3.01.

           "Eligible  Assignee"  means  (i)  a  Lender;  (ii)  an
     Affiliate  of  a  Lender; (iii) a commercial bank  organized
     under  the laws of the United States, or any State  thereof,
     and having total assets in excess of $10,000,000,000; (iv) a
     savings and loan association or savings bank organized under
     the  laws  of  the United States, or any State thereof,  and
     having  a net worth of at least $500,000,000, calculated  in
     accordance with GAAP; (v) a commercial bank organized  under
     the  laws  of  any  other country that is a  member  of  the
     Organization for Economic Cooperation and Development or has
     concluded    special   lending   arrangements    with    the
     International  Monetary  Fund associated  with  its  General
     Arrangements  to Borrow, or a political subdivision  of  any
     such   country,  and  having  total  assets  in  excess   of
     $10,000,000,000,  so long as such bank is acting  through  a
     branch  or  agency located in the country  in  which  it  is
     organized  or  another  country that is  described  in  this
     clause (v); and (vi) the central bank of any country that is
     a  member  of the Organization for Economic Cooperation  and
     Development.

           "Environmental Action" means any action, suit, demand,
     demand letter, claim, notice of non-compliance or violation,
     notice  of  liability or potential liability, investigation,
     proceeding,  consent order or consent agreement relating  in
     any  way  to any Environmental Law, Environmental Permit  or
     Hazardous Materials or arising from alleged injury or threat
     of  injury  to health, safety or the environment, including,
     without  limitation, (a) by any governmental  or  regulatory
     authority   for  enforcement,  cleanup,  removal,  response,
     remedial  or  other  actions  or  damages  and  (b)  by  any
     governmental or regulatory authority or any third party  for
     damages,   contribution,  indemnification,  cost   recovery,
     compensation or injunctive relief.

           "Environmental Law" means any federal, state, local or
     foreign  statute,  law, ordinance, rule,  regulation,  code,
     order,    judgment,   decree   or   judicial    or    agency
     interpretation, policy or guidance relating to pollution  or
     protection  of  the environment, health, safety  or  natural
     resources, including, without limitation, those relating  to
     the   use,  handling,  transportation,  treatment,  storage,
     disposal, release or discharge of Hazardous Materials.

           "Environmental  Permit" means  any  permit,  approval,
     identification   number,  license  or  other   authorization
     required under any Environmental Law.

           "Equivalent" in Dollars of any Foreign Currency on any
     date  means  the  equivalent  in  Dollars  of  such  Foreign
     Currency  determined by using the quoted spot rate at  which
     Citibank's  principal office in London  offers  to  exchange
     Dollars  for such Foreign Currency in London at  11:00  A.M.
     (London time) two Business Days prior to such date, and  the
     "Equivalent"  in any Foreign Currency of Dollars  means  the
     equivalent in such Foreign Currency of Dollars determined by
     using  the  quoted  spot rate at which Citibank's  principal
     office  in  London offers to exchange such Foreign  Currency
     for  Dollars  in  London  at 11:00 A.M.  (London  time)  two
     Business Days prior to such date.

           "ERISA"  means the Employee Retirement Income Security
     Act  of  1974,  as  amended  from  time  to  time,  and  the
     regulations promulgated and rulings issued thereunder.

           "ERISA Affiliate" of any Person means any other Person
     that  for purposes of Title IV of ERISA is a member of  such
     Person's controlled group, or under common control with such
     Person,  within the meaning of Section 414 of  the  Internal
     Revenue Code.

           "ERISA Event" with respect to any Person means (a) (i)
     the occurrence of a reportable event, within the meaning  of
     Section  4043  of ERISA, with respect to any  Plan  of  such
     Person  or  any  of its ERISA Affiliates unless  the  30-day
     notice  requirement  with respect to  such  event  has  been
     waived  by  the PBGC, or (ii) the requirements of subsection
     (1)   of  Section  4043(b)  of  ERISA  (without  regard   to
     subsection  (2) of such Section) are met with a contributing
     sponsor,  as defined in Section 4001(a)(13) of ERISA,  of  a
     Plan  of such Person or any of its ERISA Affiliates, and  an
     event  described in paragraph (9), (10), (11), (12) or  (13)
     of  Section 4043(c) of ERISA is reasonably expected to occur
     with  respect  to  such Plan within the following  30  days;
     (b)  the  application  for  a minimum  funding  waiver  with
     respect  to  a  Plan  of such Person or  any  of  its  ERISA
     Affiliates;  (c) the provision by the administrator  of  any
     Plan  of  such  Person or any of its ERISA Affiliates  of  a
     notice  of  intent  to terminate such  Plan  in  a  distress
     termination   pursuant  to  Section  4041(a)(2)   of   ERISA
     (including any such notice with respect to a plan  amendment
     referred  to in Section 4041(e) of ERISA); (d) the cessation
     of  operations at a facility of such Person or  any  of  its
     ERISA   Affiliates   in  the  circumstances   described   in
     Section 4062(e) of ERISA; (e) the withdrawal by such  Person
     or any of its ERISA Affiliates from a Multiple Employer Plan
     during  a plan year for which it was a substantial employer,
     as   defined  in  Section  4001(a)(2)  of  ERISA;  (f)   the
     conditions for the imposition of a lien under Section 302(f)
     of  ERISA  shall have been met with respect to any  Plan  of
     such Person or any of its ERISA Affiliates; (g) the adoption
     of an amendment to a Plan of such Person or any of its ERISA
     Affiliates requiring the provision of security to such  Plan
     pursuant to Section 307 of ERISA; or (h) the institution  by
     the  PBGC of proceedings to terminate a Plan of such  Person
     or  any of its ERISA Affiliates pursuant to Section 4042  of
     ERISA, or the occurrence of any event or condition described
     in  Section 4042 of ERISA that constitutes grounds  for  the
     termination  of,  or  the  appointment  of  a   trustee   to
     administer, such Plan.

           "Escrow"   means  an  escrow  established   with   an
     independent  escrow  agent pursuant to an  escrow  agreement
     reasonably satisfactory in form and substance to the  Person
     or Persons asserting the obligation of one or more Borrowers
     to make a payment to it or them hereunder.

           "Eurocurrency Lending Office" means, with  respect  to
     any  Initial Lender, the office of such Lender specified  as
     its  "Eurocurrency  Lending Office"  opposite  its  name  on
     Schedule I hereto and, with respect to any other Lender, the
     office of such Lender specified as its "Eurocurrency Lending
     Office" in the Assumption Agreement or in the Assignment and
     Acceptance pursuant to which it became a Lender (or,  if  no
     such  office is specified, its Domestic Lending Office),  or
     such  other  office of such Lender as such Lender  may  from
     time to time specify to the Company and the Agent.

           "Eurocurrency Liabilities" has the meaning assigned to
     that  term in Regulation D of the Board of Governors of  the
     Federal Reserve System, as in effect from time to time.

           "Eurocurrency Rate" means, for any Interest Period for
     each  Eurocurrency Rate Advance comprising part of the  same
     Revolving Credit Borrowing, an interest rate per annum equal
     to  the  rate per annum obtained by dividing (a) the average
     (rounded upward to the nearest whole multiple of 1/16 of  1%
     per  annum, if such average is not such a multiple)  of  the
     rate  per  annum  at  which deposits in Dollars  or  in  the
     relevant Major Currency are offered by the principal  office
     of  each of the Reference Banks in London, England to  prime
     banks  in the London interbank market at 11:00 A.M.  (London
     time)  two  Business  Days before  the  first  day  of  such
     Interest  Period in an amount substantially  equal  to  such
     Reference  Bank's Eurocurrency Rate Advance comprising  part
     of  such Revolving Credit Borrowing to be outstanding during
     such Interest Period and for a period equal to such Interest
     Period  by  (b)  a  percentage  equal  to  100%  minus   the
     Eurocurrency  Rate  Reserve  Percentage  for  such  Interest
     Period.   The Eurocurrency Rate for any Interest Period  for
     each  Eurocurrency Rate Advance comprising part of the  same
     Revolving Credit Borrowing shall be determined by the  Agent
     on  the  basis of applicable rates furnished to and received
     by  the  Agent  from the Reference Banks two  Business  Days
     before  the  first  day  of such Interest  Period,  subject,
     however, to the provisions of Section 2.08.

           "Eurocurrency  Rate Advance" means a Revolving  Credit
     Advance  denominated in Dollars or in a Major Currency  that
     bears interest as provided in Section 2.07(a)(ii).

           "Eurocurrency Rate Reserve Percentage" for any Interest
     Period  for  all  Eurocurrency Rate Advances  or  LIBO  Rate
     Advances  comprising  part of the same Borrowing  means  the
     reserve  percentage applicable two Business Days before  the
     first  day of such Interest Period under regulations  issued
     from  time to time by the Board of Governors of the  Federal
     Reserve  System  (or  any  successor)  for  determining  the
     maximum  reserve requirement (including, without limitation,
     any   emergency,  supplemental  or  other  marginal  reserve
     requirement) for a member bank of the Federal Reserve System
     in  New  York  City  with respect to liabilities  or  assets
     consisting of or including Eurocurrency Liabilities (or with
     respect  to any other category of liabilities that  includes
     deposits  by  reference  to  which  the  interest  rate   on
     Eurocurrency  Rate  Advances  or  LIBO  Rate   Advances   is
     determined) having a term equal to such Interest Period.

           "Events  of  Default"  has the  meaning  specified  in
     Section 6.01.

           "Existing Facility A Credit Agreement" means the  364-
     Day  Credit Agreement dated as of July 7, 1993, as  amended,
     among  the Company, the banks parties thereto, Citibank,  as
     agent,  and  ABN  AMRO Bank N.V. and Morgan  Guaranty  Trust
     Company of New York, as co-agents.

           "Existing  Facility  B  Credit  Agreement"  means  the
     Revolving  Credit  Agreement dated as of July  7,  1993,  as
     amended,  among  the  Company, the  banks  parties  thereto,
     Citibank,  as  agent,  and ABN AMRO  Bank  N.V.  and  Morgan
     Guaranty Trust Company of New York, as co-agents.

           "Extension Date" has the meaning specified in  Section
     2.16(a).

           "Facility A Credit Agreement" means the 364-Day Credit
     Agreement dated as of June 30, 1995, among the Company,  the
     lenders  parties thereto, Citibank, as agent, and  ABN  AMRO
     Bank N.V. and Morgan Guaranty Trust Company of New York,  as
     co-agents,  as  the  same  may be amended,  supplemented  or
     otherwise modified from time to time.

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

           "Fixed  Rate  Advance" has the  meaning  specified  in
     Section  2.03(a)(i), which Advance shall be  denominated  in
     Dollars or in any Foreign Currency.

           "Foreign  Currency" means any Major  Currency  or  any
     Alternate Currency.

           "GAAP" has the meaning specified in Section 1.03.

           "Hazardous Materials" means (a) petroleum and petroleum
     products,  byproducts  or  breakdown  products,  radioactive
     materials,  asbestos-containing  materials,  polychlorinated
     biphenyls  and  radon  gas  and  (b)  any  other  chemicals,
     materials  or substances designated, classified or regulated
     as hazardous or toxic or as a pollutant or contaminant under
     any Environmental Law.

           "Income From Operations" has the meaning specified  in
     Section 5.02(c).

           "Increase  Date" has the meaning specified in  Section
     2.05(e)(i).

           "Increasing  Lender"  has  the  meaning  specified  in
     Section 2.05(e)(i).

           "Insufficiency" means, with respect to any  Plan,  the
     amount,  if  any,  of its unfunded benefit  liabilities,  as
     defined in Section 4001(a)(18) of ERISA.

           "Interest and Other Financial Charges" has the meaning
     specified in Section     5.02(c).

           "Interest  Period" means, for each  Eurocurrency  Rate
     Advance  comprising  part  of  the  same  Revolving   Credit
     Borrowing and each LIBO Rate Advance comprising part of  the
     same Competitive Bid Borrowing, the period commencing on the
     date  of such Eurocurrency Rate Advance or LIBO Rate Advance
     and  ending  on the last day of the period selected  by  the
     Borrower   requesting  such  Borrowing   pursuant   to   the
     provisions   below   and,  thereafter,   with   respect   to
     Eurocurrency   Rate   Advances,   each   subsequent   period
     commencing  on  the  last day of the  immediately  preceding
     Interest  Period and ending on the last day  of  the  period
     selected by such Borrower pursuant to the provisions  below.
     The duration of each such Interest Period shall be one, two,
     three  or six months and, if available to all Lenders,  nine
     or  twelve  months, as the Borrower requesting the Borrowing
     may,  upon  notice  received by the  Agent  not  later  than
     11:00  A.M.  (New York City time) on the third Business  Day
     prior  to  the  first day of such Interest  Period,  select;
     provided, however, that:

                     (i)    such  Borrower  may  not  select  any
          Interest Period that ends after the Termination Date;

                     (ii) Interest Periods commencing on the same
          date for Eurocurrency Rate Advances comprising part  of
          the  same  Revolving Credit Borrowing or for LIBO  Rate
          Advances  comprising part of the same  Competitive  Bid
          Borrowing shall be of the same duration;

                     (iii)      whenever  the  last  day  of  any
          Interest  Period would otherwise occur on a  day  other
          than  a  Business  Day, the last day of  such  Interest
          Period   shall  be  extended  to  occur  on  the   next
          succeeding  Business Day, provided, however,  that,  if
          such  extension  would  cause  the  last  day  of  such
          Interest Period to occur in the next following calendar
          month, the last day of such Interest Period shall occur
          on the next preceding Business Day; and

                    (iv)   whenever the first day of any Interest
          Period occurs on a day of an initial calendar month for
          which there is no numerically corresponding day in  the
          calendar  month  that  succeeds such  initial  calendar
          month  by  the number of months equal to the number  of
          months  in  such Interest Period, such Interest  Period
          shall  end  on the last Business Day of such succeeding
          calendar month.

          "Internal Revenue Code" means the Internal Revenue Code
     of  1986,  as amended from time to time, and the regulations
     promulgated and rulings issued thereunder.

          "Lenders" means the Initial Lenders, each Assuming Bank
     that shall become a party hereto pursuant to Section 2.05(e)
     or Section 2.16 and each Eligible Assignee that shall become
     a party hereto pursuant to Section 9.07(a), (b) and (c).

          "LIBO Rate" means, for any Interest Period for all LIBO
     Rate  Advances  comprising part of the same Competitive  Bid
     Borrowing, an interest rate per annum equal to the rate  per
     annum  obtained by dividing (a) the average (rounded  upward
     to  the  nearest whole multiple of 1/16 of 1% per annum,  if
     such  average is not such a multiple) of the rate per  annum
     at  which  deposits  in Dollars or in the  relevant  Foreign
     Currency are offered by the principal office of each of  the
     Reference  Banks in London, England to prime  banks  in  the
     London  interbank  market at 11:00 A.M.  (London  time)  two
     Business  Days before the first day of such Interest  Period
     in an amount substantially equal to the amount that would be
     the  Reference  Banks'  respective ratable  shares  of  such
     Borrowing  if  such Borrowing were to be a Revolving  Credit
     Borrowing to be outstanding during such Interest Period  and
     for  a  period  equal  to  such Interest  Period  by  (b)  a
     percentage equal to 100% minus the Eurocurrency Rate Reserve
     Percentage for such Interest Period.  The LIBO Rate for  any
     Interest  Period for each LIBO Rate Advance comprising  part
     of the same Competitive Bid Borrowing shall be determined by
     the  Agent on the basis of applicable rates furnished to and
     received  by the Agent from the Reference Banks two Business
     Days  before the first day of such Interest Period, subject,
     however, to the provisions of Section 2.08.

           "LIBO  Rate  Advance" means a Competitive Bid  Advance
     denominated  in  Dollars  or in  any  Foreign  Currency  and
     bearing interest based on the LIBO Rate.

           "Lien"  means  any  lien, mortgage,  pledge,  security
     interest or other charge or encumbrance of any kind.

           "Major Currencies" means lawful currency of the United
     Kingdom  of  Great  Britain  and  Northern  Ireland,  lawful
     currency of the Federal Republic of Germany, lawful currency
     of Japan, and lawful currency of the Republic of France.

           "Majority Lenders" means at any time Lenders holding at
     least  51% of the then aggregate principal amount (based  on
     the  Equivalent  in Dollars at such time) of  the  Revolving
     Credit  Notes  held  by Lenders, or, if  no  such  principal
     amount  is then outstanding, Lenders having at least 51%  of
     the Commitments.

           "Material  Adverse Change" means any material  adverse
     change  in  the financial condition or results of operations
     of the Company and its Consolidated Subsidiaries taken as  a
     whole.

           "Material  Adverse  Effect" means a  material  adverse
     effect  on  (a)  the  financial  condition  or  results   of
     operations  of the Company and its Consolidated Subsidiaries
     taken  as a whole, (b) the rights and remedies of the  Agent
     or  any  Lender under this Agreement or any Note or (c)  the
     ability of the Borrowers to perform their obligations  under
     this Agreement or any Note.

          "Moody's" means Moody's Investors Service, Inc.

          "Multiemployer   Plan"  of   any   Person   means   a
     multiemployer  plan,  as defined in  Section  4001(a)(3)  of
     ERISA,  to  which such Person or any of its ERISA Affiliates
     is  making  or accruing an obligation to make contributions,
     or  has within any of the preceding five plan years made  or
     accrued an obligation to make contributions.

           "Multiple Employer Plan" of any Person means a  single
     employer  plan, as defined in Section 4001(a)(15) of  ERISA,
     that  (a) is maintained for employees of such Person or  any
     of  its ERISA Affiliates and at least one Person other  than
     such  Person or any of its  ERISA Affiliates or (b)  was  so
     maintained and in respect of which such Person or any of its
     ERISA Affiliates could have liability under Section 4064  or
     4069 of ERISA in the event such plan has been or were to  be
     terminated.

           "Net   Tangible  Assets  of  the  Company   and   its
     Consolidated  Subsidiaries", as at any  particular  date  of
     determination,  means  the  total  amount  of  assets  (less
     applicable  reserves  and other properly  deductible  items)
     after   deducting  therefrom  (a)  all  current  liabilities
     (excluding  any thereof which are by their terms  extendible
     or  renewable at the option of the obligor thereon to a time
     more  than  12 months after the time as of which the  amount
     thereof  is  being  computed) and (b)  all  goodwill,  trade
     names,  trademarks, patents, unamortized debt  discount  and
     expense  and other like intangible assets, as set  forth  in
     the  most  recent  balance sheet  of  the  Company  and  its
     Consolidated  Subsidiaries and computed in  accordance  with
     GAAP.

           "Non-Consenting Lender" has the meaning  specified  in
     Section 2.16(b).

           "Note"  means a Revolving Credit Note or a Competitive
     Bid Note.

           "Notice of Competitive Bid Borrowing" has the  meaning
     specified in Section 2.03(a).

           "Notice of Revolving Credit Borrowing" has the meaning
     specified in Section 2.02(a).

           "Obligations"  has  the meaning specified  in  Section
     7.01(a).

           "Payment Office" means, for any Foreign Currency, such
     office of Citibank as shall be from time to time selected by
     the Agent and notified by the Agent to the Borrowers and the
     Lenders.

           "PBGC"  means the Pension Benefit Guaranty Corporation
     (or any successor).

           "Person" means an individual, partnership, corporation
     (including  a  business trust), joint stock company,  trust,
     unincorporated association, joint venture, limited liability
     company  or  other entity, or a government or any  political
     subdivision or agency thereof.

           "Plan"  means  a Single Employer Plan  or  a  Multiple
     Employer Plan.

           "Process  Agent" has the meaning specified in  Section
     9.13(a).

           "Public Debt Rating" means, as of any date, the highest
     rating  that has been most recently announced by either  S&P
     or  Moody's, as the case may be, for any class of non-credit
     enhanced  long-term  senior unsecured  debt  issued  by  the
     Company.  For purposes of the foregoing, (a) if only one  of
     S&P  and  Moody's shall have in effect a Public Debt Rating,
     the Applicable Margin and the Applicable Percentage shall be
     determined  by  reference to the available  rating;  (b)  if
     neither  S&P nor Moody's shall have in effect a Public  Debt
     Rating,  the Applicable Margin and the Applicable Percentage
     will  be set in accordance with Level 4 under the definition
     of  "Applicable Margin" or "Applicable Percentage",  as  the
     case  may  be;  (c) if the ratings established  by  S&P  and
     Moody's  shall fall within different levels, the  Applicable
     Margin and the Applicable Percentage shall be based upon the
     higher  rating;  (d)  if any rating established  by  S&P  or
     Moody's shall be changed, such change shall be effective  as
     of the date on which such change is first announced publicly
     by  the rating agency making such change; and (e) if S&P  or
     Moody's  shall  change  the  basis  on  which  ratings   are
     established,  each  reference  to  the  Public  Debt  Rating
     announced by S&P or Moody's, as the case may be, shall refer
     to the then equivalent rating by S&P or Moody's, as the case
     may be.

           "Rating Condition" has the meaning specified in Section
     2.05(c)(ii).

           "Rating Condition Notice" has the meaning specified in
     Section 2.05(c)(ii).

           "Reference Banks" means Citibank, ABN AMRO  Bank  N.V.
     and Morgan Guaranty Trust Company of New York.

           "Register" has the  meaning    specified   in  Section
     9.07(d).

           "Restricted  Property" means (a) any property  of  the
     Company located within the United States of America that, in
     the  opinion  of  the  Company's Board of  Directors,  is  a
     principal  manufacturing  property  or  (b)  any  shares  of
     capital  stock  or Debt of any Subsidiary  owning  any  such
     property.

           "Revolving Credit Advance" means an advance by a Lender
     to  any Borrower as part of a Revolving Credit Borrowing and
     refers to a Base Rate Advance or a Eurocurrency Rate Advance
     (each  of  which  shall  be  a "Type"  of  Revolving  Credit
     Advance).

           "Revolving   Credit  Borrowing"   means  a   borrowing
     consisting of simultaneous Revolving Credit Advances of  the
     same   Type  made  by  each  of  the  Lenders  pursuant   to
     Section 2.01.

           "Revolving Credit Note" means a promissory note of any
     Borrower   payable   to  the  order  of   any   Lender,   in
     substantially the form of Exhibit A-1 hereto, evidencing the
     aggregate  indebtedness  of such  Borrower  to  such  Lender
     resulting  from the Revolving Credit Advances made  by  such
     Lender to such Borrower.

           "Sale and Leaseback Transaction" means any arrangement
     with  any Person (other than the Company or a Subsidiary  of
     the  Company),  or  to which any such  Person  is  a  party,
     providing  for the leasing to the Company or to a Subsidiary
     of  the  Company owning Restricted Property for a period  of
     more  than three years of any Restricted Property  that  has
     been  or is to be sold or transferred by the Company or such
     Subsidiary  to  such Person, or to any other  Person  (other
     than  the  Company or a Subsidiary of the Company) to  which
     funds have been or are to be advanced by such Person on  the
     security  of  the  leased property.  It is  understood  that
     arrangements  pursuant to Section 168(f)(8) of the  Internal
     Revenue Code of 1954, as amended, or any successor provision
     having   similar  effect,  are  not  included  within   this
     definition of "Sale and Leaseback Transaction".

           "S&P" means Standard & Poor's Ratings Group, a division
     of McGraw-Hill, Inc.

           "Single  Employer Plan" of any Person means  a  single
     employer  plan, as defined in Section 4001(a)(15) of  ERISA,
     that  (a) is maintained for employees of such Person or  any
     of its ERISA Affiliates and no Person other than such Person
     and  its  ERISA Affiliates or (b) was so maintained  and  in
     respect  of which such Person or any of its ERISA Affiliates
     could  have  liability under Section 4069 of  ERISA  in  the
     event such plan has been or were to be terminated.

           "Subsidiary"  of  any  Person means  any  corporation,
     partnership, joint venture, limited liability company, trust
     or  estate of which (or in which) more than 50% of  (a)  the
     issued  and outstanding capital stock having ordinary voting
     power to elect a majority of the Board of Directors of  such
     corporation  (irrespective of whether at  the  time  capital
     stock  of  any  other class or classes of  such  corporation
     shall or might have voting power upon the occurrence of  any
     contingency), (b) the interest in the capital or profits  of
     such limited liability company, partnership or joint venture
     or (c) the beneficial interest in such trust or estate is at
     the  time directly or indirectly owned or controlled by such
     Person,  by  such  Person  and one  or  more  of  its  other
     Subsidiaries  or  by  one  or more of  such  Person's  other
     Subsidiaries.

           "Termination Date" means the earlier of (a)  June  30,
     2000,  or  such  later  date to which  it  may  be  extended
     pursuant to Section 2.16, and (b) the date of termination in
     whole  of  the  Commitments pursuant to Section  2.05(a)  or
     Section  6.01  or, if all Lenders elect to  terminate  their
     Commitments as provided therein, Section 2.05(d).

           "Threatened" means, with respect to any action,  suit,
     investigation,   litigation   or   proceeding,   a   written
     communication to the Company or a Designated Subsidiary,  as
     the  case  may  be, expressing an intention  to  immediately
     bring  such  action,  suit,  investigation,  litigation   or
     proceeding.

           "Voting  Stock"  means  capital  stock  issued  by  a
     corporation,  or equivalent interests in any  other  Person,
     the  holders  of  which are ordinarily, in  the  absence  of
     contingencies,  entitled  to  vote  for  the   election   of
     directors (or persons performing similar functions) of  such
     Person,  even if the right so to vote has been suspended  by
     the happening of such a contingency.

           "Withdrawal  Liability" has the meaning  specified  in
     Part I of Subtitle E of Title IV of ERISA.

           SECTION 1.02.  Computation of Time Periods.   In  this
Agreement  in the computation of periods of time from a specified
date to a later specified date, the word "from"  means "from  and
including"  and  the words "to" and "until"  each  mean  "to  but
excluding".

           SECTION 1.03.  Accounting Terms.  All accounting terms
not  specifically  defined herein shall  be  construed,  and  all
financial  computations and determinations pursuant hereto  shall
be   made,  in  accordance  with  generally  accepted  accounting
principles  consistent with those applied in the  preparation  of
the financial statements referred to in Section 4.01(e) ("GAAP");
provided,  however, that, if any changes in accounting principles
from  those  used in the preparation of such financial statements
have  been required by the rules, regulations, pronouncements  or
opinions  of  the  Financial Accounting Standards  Board  or  the
American Institute of Certified Public Accountants (or successors
thereto or agencies with similar functions) and have been adopted
by  the  Company with the agreement of its independent  certified
public  accountants, the Lenders agree to consider a  request  by
the  Company  to  amend this Agreement to take  account  of  such
changes.

                           ARTICLE II

               AMOUNTS AND TERMS OF THE ADVANCES

           SECTION  2.01.   The Revolving Credit Advances.   Each
Lender  severally agrees, on the terms and conditions hereinafter
set forth, to make Revolving Credit Advances to any Borrower from
time  to  time  on  any Business Day during the period  from  the
Effective Date until the Termination Date in an aggregate  amount
(based in respect of any Revolving Credit Advance denominated  in
a  Major  Currency  on  the Equivalent in  Dollars  on  any  such
Business  Day),  not  to  exceed at  any  time  outstanding  such
Lender's  Commitment, provided that the aggregate amount  of  the
Commitments of the Lenders shall be deemed used from time to time
to  the  extent of the aggregate amount (based in respect of  any
Competitive Bid Advance denominated in a Foreign Currency on  the
Equivalent  in  Dollars  at such time)  of  the  Competitive  Bid
Advances  then  outstanding and such deemed use of the  aggregate
amount  of  the Commitments shall be allocated among the  Lenders
ratably  according to their respective Commitments  (such  deemed
use   of  the  aggregate  amount  of  the  Commitments  being   a
"Competitive  Bid  Reduction").  Each Revolving Credit  Borrowing
shall be in an aggregate amount not less than $10,000,000 (or the
Equivalent thereof in any Major Currency) or an integral multiple
of  $1,000,000 (or the Equivalent thereof in any Major  Currency)
in  excess thereof and shall consist of Revolving Credit Advances
of  the  same  Type made on the same day by the  Lenders  ratably
according  to  their  respective Commitments; provided,  however,
that  if there is no unused portion of the Commitment of  one  or
more  Lenders  at  the  time  of any requested  Revolving  Credit
Borrowing  such  Borrowing  shall  consist  of  Revolving  Credit
Advances  of the same Type made on the same day by the Lender  or
Lenders  who  do then have an unused portion of their Commitments
ratably  according  to  the unused portion of  such  Commitments.
Notwithstanding  anything herein to the  contrary,  no  Revolving
Credit Borrowing may be made in a Major Currency if, after giving
effect  to  the  making of such Revolving Credit  Borrowing,  the
Equivalent  in  Dollars  of the aggregate amount  of  outstanding
Revolving   Credit  Advances  denominated  in  Major  Currencies,
together  with the Equivalent in Dollars of the aggregate  amount
of  outstanding Competitive Bid Advances denominated  in  Foreign
Currencies, would exceed $110,000,000.  Within the limits of each
Lender's  Commitment, any Borrower may borrow under this  Section
2.01,  prepay  pursuant to Section 2.09 and reborrow  under  this
Section 2.01.

           SECTION  2.02.  Making the Revolving Credit  Advances.
(a)   Each  Revolving Credit Borrowing shall be made  on  notice,
given  not later than (A) 10:00 A.M. (New York City time) on  the
third  Business  Day prior to the date of the proposed  Revolving
Credit  Borrowing  in  the case of a Revolving  Credit  Borrowing
consisting of Eurocurrency Rate Advances denominated in any Major
Currency,  (B)  11:00  A.M. (New York City  time)  on  the  third
Business  Day prior to the date of the proposed Revolving  Credit
Borrowing  in the case of a Revolving Credit Borrowing consisting
of  Eurocurrency Rate Advances denominated in Dollars or (C) 9:00
A.M.  (New  York City time) on the day of the proposed  Revolving
Credit  Borrowing  in  the case of a Revolving  Credit  Borrowing
consisting  of Base Rate Advances, by any Borrower to the  Agent,
which  shall  give  to  each  Lender  prompt  notice  thereof  by
telecopier  or  telex.  Each such notice of  a  Revolving  Credit
Borrowing (a "Notice of Revolving Credit Borrowing") shall be  by
telephone,  confirmed immediately in writing,  or  telecopier  or
telex in substantially the form of Exhibit B-1 hereto, specifying
therein   the  requested  (i)  date  of  such  Revolving   Credit
Borrowing, (ii) Type of Advances comprising such Revolving Credit
Borrowing,  (iii)  aggregate  amount  of  such  Revolving  Credit
Borrowing,  and (iv) in the case of a Revolving Credit  Borrowing
consisting of Eurocurrency Rate Advances, initial Interest Period
and currency for each such Revolving Credit Advance.  Each Lender
shall, before 11:00 A.M. (New York City time) on the date of such
Revolving Credit Borrowing, make available for the account of its
Applicable  Lending Office to the Agent (i)  in  the  case  of  a
Revolving Credit Borrowing in Dollars, at its address referred to
in Section 9.02, in same day funds, such Lender's ratable portion
(as determined in accordance with Section 2.01) of such Revolving
Credit  Borrowing in Dollars, and (ii) in the case of a Revolving
Credit  Borrowing in a Major Currency, at the Payment Office  for
such  Major Currency as shall have been notified by the Agent  to
the  Lenders  prior  thereto, in same day  funds,  such  Lender's
ratable  portion (as determined in accordance with Section  2.01)
of such Revolving Credit Borrowing in such Major Currency.  After
the  Agent's  receipt of such funds and upon fulfillment  of  the
applicable  conditions set forth in Article III, the  Agent  will
make  such  funds  available  to  the  Borrower  requesting   the
Revolving Credit Borrowing at the Agent's aforesaid address or at
the applicable Payment Office, as the case may be.

           (b)   Anything in subsection (a) above to the contrary
notwithstanding,  a  Borrower may not  select  Eurocurrency  Rate
Advances  for  any  proposed Revolving Credit  Borrowing  if  the
obligation  of  the  Lenders to make Eurocurrency  Rate  Advances
shall then be suspended pursuant to Section 2.08 or 2.11.

           (c)  Each Notice of Revolving Credit Borrowing of  any
Borrower  shall be irrevocable and binding on such Borrower.   In
the  case  of  any  Revolving Credit Borrowing that  the  related
Notice of Revolving Credit Borrowing specifies is to be comprised
of  Eurocurrency  Rate  Advances, the  Borrower  requesting  such
Revolving  Credit Borrowing shall indemnify each  Lender  against
any loss, cost or expense incurred by such Lender as a result  of
any  failure  by such Borrower to fulfill on or before  the  date
specified in such Notice of Revolving Credit Borrowing  for  such
Revolving Credit Borrowing the applicable conditions set forth in
Article  III, including, without limitation, any loss  (including
loss  of anticipated profits), cost or expense incurred by reason
of  the  liquidation or reemployment of deposits or  other  funds
acquired  by such Lender to fund the Revolving Credit Advance  to
be made by such Lender as part of such Revolving Credit Borrowing
when  such Revolving Credit Advance, as a result of such failure,
is not made on such date.

          (d)  Unless the Agent shall have received notice from a
Lender  prior to the date of any Revolving Credit Borrowing  that
such  Lender  will not make available to the Agent such  Lender's
ratable portion of such Revolving Credit Borrowing, the Agent may
assume  that such Lender has made such portion available  to  the
Agent  on  the  date  of  such  Revolving  Credit  Borrowing   in
accordance with subsection (a) of this Section 2.02 and the Agent
may,  in  reliance  upon such assumption, make available  to  the
Borrower proposing such Revolving Credit Borrowing on such date a
corresponding  amount.   If and to the extent  that  such  Lender
shall  not  have  so made such ratable portion available  to  the
Agent, such Lender and such Borrower severally agree to repay  to
the  Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount  is
made  available  to such Borrower until the date such  amount  is
repaid  to  the  Agent, at (i) in the case of such Borrower,  the
interest rate applicable at the time to Revolving Credit Advances
comprising such Revolving Credit Borrowing and (ii) in  the  case
of  such  Lender, the Federal Funds Rate.  If such  Lender  shall
repay  to  the  Agent such corresponding amount, such  amount  so
repaid shall constitute such Lender's Revolving Credit Advance as
part  of  such  Revolving Credit Borrowing for purposes  of  this
Agreement.

           (e)   The  failure of any Lender to make the Revolving
Credit  Advance to be made by it as part of any Revolving  Credit
Borrowing  shall not relieve any other Lender of its  obligation,
if  any,  hereunder to make its Revolving Credit Advance  on  the
date  of such Revolving Credit Borrowing, but no Lender shall  be
responsible  for  the failure of any other  Lender  to  make  the
Revolving Credit Advance to be made by such other Lender  on  the
date of any Revolving Credit Borrowing.

          SECTION 2.03.  The Competitive Bid Advances.  (a)  Each
Lender severally agrees that any Borrower may request Competitive
Bid  Borrowings under this Section 2.03 from time to time on  any
Business  Day  during the period from the date hereof  until  the
date  occurring seven days prior to the Termination Date  in  the
manner  set forth below; provided that, following the  making  of
each  Competitive Bid Borrowing, the aggregate amount  (based  in
respect of any Advance denominated in a Foreign Currency  on  the
Equivalent in Dollars on such Business Day) of the Advances  then
outstanding  shall  not  exceed  the  aggregate  amount  of   the
Commitments  of  the  Lenders (computed  without  regard  to  any
Competitive Bid Reduction).  Notwithstanding anything  herein  to
the  contrary,  no Competitive Bid Borrowing may  be  made  in  a
Foreign  Currency if, after giving effect to the making  of  such
Revolving  Credit  Borrowing, the Equivalent in  Dollars  of  the
aggregate   amount  of  outstanding  Competitive   Bid   Advances
denominated  in Foreign Currencies, together with the  Equivalent
in  Dollars  of  the  aggregate amount of  outstanding  Revolving
Credit  Advances  denominated in Major Currencies,  would  exceed
$110,000,000.

           (i)   Any  Borrower  may  request  a  Competitive  Bid
     Borrowing  under  this  Section 2.03 by  delivering  to  the
     Agent, by telecopier or telex, a notice of a Competitive Bid
     Borrowing  (a  "Notice of Competitive  Bid  Borrowing"),  in
     substantially  the  form of Exhibit B-2  hereto,  specifying
     therein  the requested (s) date of such proposed Competitive
     Bid   Borrowing,  (t)  aggregate  amount  of  such  proposed
     Competitive  Bid Borrowing, (u) interest rate  basis  to  be
     offered  by  the  Lenders,  (v) currency  of  such  proposed
     Competitive  Bid Borrowing, (w) in the case of a Competitive
     Bid  Borrowing  consisting of LIBO Rate  Advances,  Interest
     Period of each Competitive Bid Advance to be made as part of
     such  Competitive  Bid  Borrowing,  or  in  the  case  of  a
     Competitive Bid Borrowing consisting of Fixed Rate Advances,
     maturity date for repayment of each Fixed Rate Advance to be
     made  as  part  of  such  Competitive Bid  Borrowing  (which
     maturity  date  may not be earlier than the  date  occurring
     five  days  after the date of such Competitive Bid Borrowing
     or  later  than the Termination Date), (x) interest  payment
     date  or  dates  relating  thereto,  (y)  location  of  such
     Borrower's  account to which funds are to be  advanced,  and
     (z)   other  terms  (if  any)  to  be  applicable  to   such
     Competitive  Bid  Borrowing,  not  later  than  10:00   A.M.
     (New York City time) (A) at least one Business Day prior  to
     the  date of the proposed Competitive Bid Borrowing, if such
     Borrower  shall  specify in its Notice  of  Competitive  Bid
     Borrowing  that the rates of interest to be offered  by  the
     Lenders  shall  be  fixed  rates  per  annum  (each  Advance
     comprising any such Competitive Bid Borrowing being referred
     to  herein as a "Fixed Rate Advance") and that the  Advances
     comprising such proposed Competitive Bid Borrowing shall  be
     denominated  in  Dollars, (B) at least  four  Business  Days
     prior to the date of the proposed Competitive Bid Borrowing,
     if  such  Borrower shall instead specify in  its  Notice  of
     Competitive Bid Borrowing that the Advances comprising  such
     Competitive  Bid  Borrowing  shall  be  either  Fixed   Rate
     Advances  denominated  in any Major Currency  or  LIBO  Rate
     Advances  denominated in Dollars or any Major  Currency  and
     (C)  at  least five Business Days prior to the date  of  the
     proposed  Competitive Bid Borrowing, if such Borrower  shall
     instead  specify in its Notice of Competitive Bid  Borrowing
     that  the Advances comprising such Competitive Bid Borrowing
     shall  be  either  Fixed  Rate Advances  denominated  in  an
     Alternate Currency or LIBO Rate Advances denominated  in  an
     Alternate   Currency.   Each  Notice  of   Competitive   Bid
     Borrowing shall be irrevocable and binding on such Borrower.
     Any  Notice  of  Competitive Bid Borrowing by  a  Designated
     Subsidiary  shall be given to the Agent in  accordance  with
     the preceding sentence through the Company on behalf of such
     Designated  Subsidiary.  The Agent shall  in  turn  promptly
     notify  each  Lender of each request for a  Competitive  Bid
     Borrowing received by it from such Borrower by sending  such
     Lender  a  copy  of  the related Notice of  Competitive  Bid
     Borrowing.

           (ii)  Each Lender may, if, in its sole discretion,  it
     elects  to  do  so, irrevocably offer to make  one  or  more
     Competitive  Bid  Advances  to the  Borrower  proposing  the
     Competitive   Bid  Borrowing  as  part  of   such   proposed
     Competitive  Bid  Borrowing at a rate or rates  of  interest
     specified  by  such  Lender  in  its  sole  discretion,   by
     notifying the Agent (which shall give prompt notice  thereof
     to such Borrower), (A) before 9:30 A.M. (New York City time)
     on  the date of such proposed Competitive Bid Borrowing,  in
     the  case of a Competitive Bid Borrowing consisting of Fixed
     Rate  Advances denominated in Dollars, (B) before 10:00 A.M.
     (New York City time) three Business Days before the date  of
     such  proposed Competitive Bid Borrowing, in the case  of  a
     Competitive  Bid Borrowing consisting of either  Fixed  Rate
     Advances  denominated  in any Major Currency  or  LIBO  Rate
     Advances  denominated in Dollars or any Major  Currency  and
     (C)  before  10:00 A.M. (New York City time)  four  Business
     Days  before  the  date  of  such proposed  Competitive  Bid
     Borrowing,  in  the  case  of  a Competitive  Bid  Borrowing
     consisting of either Fixed Rate Advances denominated  in  an
     Alternate Currency or LIBO Rate Advances denominated  in  an
     Alternate Currency, of the minimum amount and maximum amount
     of  each Competitive Bid Advance which such Lender would  be
     willing  to  make  as part of such proposed Competitive  Bid
     Borrowing  (which  amounts,  or the  Equivalent  thereof  in
     Dollars, as the case may be, may, subject to the proviso  to
     the  first  sentence  of this Section 2.03(a),  exceed  such
     Lender's  Commitment, if any), the rate or rates of interest
     therefor  and such Lender's Applicable Lending  Office  with
     respect  to such Competitive Bid Advance; provided  that  if
     the  Agent  in its capacity as a Lender shall, in  its  sole
     discretion,  elect to make any such offer, it  shall  notify
     such  Borrower of such offer at least 30 minutes before  the
     time and on the date on which notice of such election is  to
     be  given to the Agent by the other Lenders.  If any  Lender
     shall elect not to make such an offer, such Lender shall  so
     notify the Agent, before 10:00 A.M. (New York City time)  on
     the date on which notice of such election is to be given  to
     the Agent by the other Lenders, and such Lender shall not be
     obligated  to,  and  shall  not, make  any  Competitive  Bid
     Advance  as part of such Competitive Bid Borrowing; provided
     that the failure by any Lender to give such notice shall not
     cause  such  Lender to be obligated to make any  Competitive
     Bid  Advance  as  part  of  such  proposed  Competitive  Bid
     Borrowing.

           (iii)      The Borrower proposing the Competitive  Bid
     Advance shall, in turn, (A) before 10:30 A.M. (New York City
     time)   on  the  date  of  such  proposed  Competitive   Bid
     Borrowing,  in  the  case  of  a Competitive  Bid  Borrowing
     consisting  of Fixed Rate Advances denominated  in  Dollars,
     (B)  before  11:00 A.M. (New York City time) three  Business
     Days  before  the  date  of  such proposed  Competitive  Bid
     Borrowing,  in  the  case  of  a Competitive  Bid  Borrowing
     consisting of either Fixed Rate Advances denominated in  any
     Major  Currency or LIBO Rate Advances denominated in Dollars
     or  any  Major Currency and (C) before 11:00 A.M. (New  York
     City  time)  four  Business Days before  the  date  of  such
     proposed  Competitive  Bid  Borrowing,  in  the  case  of  a
     Competitive  Bid Borrowing consisting of either  Fixed  Rate
     Advances  denominated in an Alternate Currency or LIBO  Rate
     Advances denominated in an Alternate Currency, either:

                    (x)  cancel such Competitive Bid Borrowing by
          giving the Agent notice to that effect, or

                    (y)  accept one or more of the offers made by
          any Lender or Lenders pursuant to paragraph (ii) above,
          in  its sole discretion, by giving notice to the  Agent
          of  the  amount of each Competitive Bid Advance  (which
          amount  shall be equal to or greater than  the  minimum
          amount,  and equal to or less than the maximum  amount,
          notified  to  such Borrower by the Agent on  behalf  of
          such  Lender for such Competitive Bid Advance  pursuant
          to  paragraph (ii) above) to be made by each Lender  as
          part of such Competitive Bid Borrowing, and reject  any
          remaining   offers   made  by   Lenders   pursuant   to
          paragraph (ii) above by giving the Agent notice to that
          effect; provided, however, that such Borrower shall not
          accept  any offer in excess of the requested bid amount
          for  any  maturity.   Such Borrower  shall  accept  the
          offers   made  by  any  Lender  or  Lenders   to   make
          Competitive Bid Advances in order of the lowest to  the
          highest rates of interest offered by such Lenders.   If
          two  or  more  Lenders have offered the  same  interest
          rate,  the amount to be borrowed at such interest  rate
          will  be allocated among such Lenders in proportion  to
          the  amount  that  each  such Lender  offered  at  such
          interest rate.

           (iv)  If  the  Borrower proposing the Competitive  Bid
     Borrowing  notifies  the  Agent that  such  Competitive  Bid
     Borrowing is cancelled pursuant to paragraph (iii)(x) above,
     the  Agent  shall give prompt notice thereof to the  Lenders
     and such Competitive Bid Borrowing shall not be made.

           (v)   If  the  Borrower proposing the Competitive  Bid
     Borrowing  accepts  one or more of the offers  made  by  any
     Lender or Lenders pursuant to paragraph (iii)(y) above,  the
     Agent shall in turn promptly notify (A) each Lender that has
     made  an offer as described in paragraph (ii) above, of  the
     date  and aggregate amount of such Competitive Bid Borrowing
     and  whether or not any offer or offers made by such  Lender
     pursuant to paragraph (ii) above have been accepted  by  the
     Borrower, (B) each Lender that is to make a Competitive  Bid
     Advance  as part of such Competitive Bid Borrowing,  of  the
     amount  of each Competitive Bid Advance to be made  by  such
     Lender  as  part  of  such Competitive  Bid  Borrowing,  and
     (C) each Lender that is to make a Competitive Bid Advance as
     part  of such Competitive Bid Borrowing, upon receipt,  that
     the  Agent  has  received  forms of documents  appearing  to
     fulfill the applicable conditions set forth in Article  III.
     Each  Lender  that is to make a Competitive Bid  Advance  as
     part   of  such  Competitive  Bid  Borrowing  shall,  before
     12:00  noon  (New  York  City time)  on  the  date  of  such
     Competitive  Bid Borrowing specified in the notice  received
     from  the  Agent  pursuant to clause (A)  of  the  preceding
     sentence  or  any  later time when such  Lender  shall  have
     received notice from the Agent pursuant to clause (C) of the
     preceding  sentence, make available for the account  of  its
     Applicable Lending Office to the Agent (x) in the case of  a
     Competitive  Bid  Borrowing  in  Dollars,  at  its   address
     referred  to  in  Section  9.02, in  same  day  funds,  such
     Lender's  portion  of  such  Competitive  Bid  Borrowing  in
     Dollars,  and (y) in the case of a Competitive Bid Borrowing
     in  a  Foreign  Currency,  at the Payment  Office  for  such
     Foreign Currency as shall have been notified by the Agent to
     the  Lenders prior thereto, in same day funds, such Lender's
     portion  of  such Competitive Bid Borrowing in such  Foreign
     Currency.  Upon fulfillment of the applicable conditions set
     forth in Article III and after receipt by the Agent of  such
     funds,  the  Agent  will make such funds available  to  such
     Borrower's  account  at  the  location  specified  by   such
     Borrower   in  its  Notice  of  Competitive  Bid  Borrowing.
     Promptly after each Competitive Bid Borrowing the Agent will
     notify  each  Lender of the amount of such  Competitive  Bid
     Borrowing, the consequent Competitive Bid Reduction and  the
     dates  upon  which such Competitive Bid Reduction  commenced
     and will terminate.

           (vi)  If  the  Borrower proposing the Competitive  Bid
     Borrowing notifies the Agent that it accepts one or more  of
     the  offers  made  by  any  Lender or  Lenders  pursuant  to
     paragraph (iii)(y) above, such notice of acceptance shall be
     irrevocable  and  binding on such Borrower.   Such  Borrower
     shall  indemnify  each  Lender against  any  loss,  cost  or
     expense  incurred by such Lender as a result of any  failure
     by  such Borrower to fulfill on or before the date specified
     in  the related Notice of Competitive Bid Borrowing for such
     Competitive  Bid  Borrowing  the applicable  conditions  set
     forth  in  Article III, including, without  limitation,  any
     loss  (including  loss  of  anticipated  profits),  cost  or
     expense   incurred   by  reason  of   the   liquidation   or
     reemployment  of  deposits or other funds acquired  by  such
     Lender  to  fund the Competitive Bid Advance to be  made  by
     such  Lender as part of such Competitive Bid Borrowing  when
     such  Competitive Bid Advance, as a result of such  failure,
     is not made on such date.

           (b)   Each Competitive Bid Borrowing shall  be  in  an
aggregate  amount  not less than $10,000,000 (or  the  Equivalent
thereof  in  any  Foreign Currency) or an  integral  multiple  of
$1,000,000 (or the Equivalent thereof in any Foreign Currency) in
excess thereof and, following the making of each Competitive  Bid
Borrowing,  the  Borrower that has borrowed such Competitive  Bid
Borrowing shall be in compliance with the limitation set forth in
the proviso to the first sentence of subsection (a) above.

           (c)  Within the limits and on the conditions set forth
in  this Section 2.03, any Borrower may from time to time  borrow
under   this   Section   2.03,  repay  or  prepay   pursuant   to
subsection  (d)  below,  and reborrow under  this  Section  2.03,
provided  that  a  Competitive Bid Borrowing shall  not  be  made
within  three Business Days of the date of any other  Competitive
Bid Borrowing.

            (d)   Any  Borrower  that  has  borrowed  through   a
Competitive  Bid  Borrowing shall repay  to  the  Agent  for  the
account  of each Lender that has made a Competitive Bid  Advance,
on  the  maturity  date  of such Competitive  Bid  Advance  (such
maturity date being that specified by such Borrower for repayment
of  such  Competitive  Bid  Advance  in  the  related  Notice  of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i)
above  and  provided in the Competitive Bid Note evidencing  such
Competitive  Bid  Advance), the then unpaid principal  amount  of
such  Competitive Bid Advance.  Such Borrower shall have no right
to  prepay  any principal amount of any Competitive  Bid  Advance
unless,  and  then only on the terms, specified by such  Borrower
for  such  Competitive  Bid  Advance in  the  related  Notice  of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i)
above  and set forth in the Competitive Bid Note evidencing  such
Competitive Bid Advance.

            (e)   Each  Borrower  that  has  borrowed  through  a
Competitive  Bid  Borrowing  shall pay  interest  on  the  unpaid
principal amount of each Competitive Bid Advance comprising  such
Competitive  Bid Borrowing from the date of such Competitive  Bid
Advance to the date the principal amount of such Competitive  Bid
Advance  is  repaid  in full, at the rate of  interest  for  such
Competitive  Bid  Advance specified by  the  Lender  making  such
Competitive  Bid  Advance  in  its notice  with  respect  thereto
delivered  pursuant to subsection (a)(ii) above, payable  on  the
interest  payment  date or dates specified by such  Borrower  for
such Competitive Bid Advance in the related Notice of Competitive
Bid  Borrowing delivered pursuant to subsection (a)(i) above,  as
provided  in the Competitive Bid Note evidencing such Competitive
Bid  Advance.  Upon the occurrence and during the continuance  of
an  Event  of Default under Section 6.01(a), such Borrower  shall
pay interest on the amount of unpaid principal of and interest on
each  Competitive  Bid  Advance owing to  a  Lender,  payable  in
arrears  on the date or dates interest is payable thereon,  at  a
rate  per annum equal at all times to 1% per annum above the rate
per  annum  required to be paid on such Competitive  Bid  Advance
under  the  terms  of  the Competitive Bid Note  evidencing  such
Competitive   Bid  Advance  unless  otherwise  agreed   in   such
Competitive Bid Note.

           (f)   The indebtedness of any Borrower resulting  from
each  Competitive Bid Advance made to such Borrower as part of  a
Competitive  Bid  Borrowing  shall be  evidenced  by  a  separate
Competitive Bid Note of the Borrower payable to the order of  the
Lender making such Competitive Bid Advance.

           SECTION 2.04.  Fees.  (a)  Facility Fee.  The  Company
agrees  to  pay  to the Agent for the account of  each  Lender  a
facility  fee on the aggregate amount of such Lender's Commitment
from  the date hereof in the case of each Initial Lender and from
the  effective date specified in the Assumption Agreement or  the
Assignment and Acceptance, as the case may be,  pursuant to which
it  became  a Lender in the case of each other Lender  until  the
Termination  Date  at a rate per annum equal  to  the  Applicable
Percentage  in  effect  from time to  time,  payable  in  arrears
quarterly  on  the  last day of each March, June,  September  and
December,  commencing September 30, 1995, and on the  Termination
Date.

           (b)  Agent's Fees.  The Company shall pay to the Agent
for its own account such fees, and at such times, as set forth in
the letter dated June 6, 1995 between the Company and the Agent.

           SECTION  2.05.  Termination, Reduction or Increase  of
the  Commitments.   (a)  Ratable Termination or  Reduction.   The
Company shall have the right, upon at least three Business  Days'
notice  to the Agent, to terminate in whole or reduce ratably  in
part  the  unused portions of the respective Commitments  of  the
Lenders,  provided that each partial reduction  shall  be  in  an
aggregate  amount  not  less  than  $10,000,000  or  an  integral
multiple  of  $1,000,000 in excess thereof and  provided  further
that the aggregate amount of the Commitments of the Lenders shall
not  be  reduced to an amount that is less than the  sum  of  the
aggregate  principal  amount  of  the  Competitive  Bid  Advances
denominated  in Dollars then outstanding plus the  Equivalent  in
Dollars of the aggregate principal amount of the Competitive  Bid
Advances denominated in Foreign Currencies then outstanding.  The
aggregate amount of the Commitments, once reduced as provided  in
this  Section 2.05(a), may not be reinstated, except as  provided
in Section 2.05(e) below.

            (b)   Non-Ratable  Termination  by  Assignment.   The
Company  shall  have the right, upon at least ten Business  Days'
written notice to the Agent (which shall then give prompt  notice
thereof to the relevant Lender), to require any Lender to assign,
pursuant  to  and  in accordance with the provisions  of  Section
9.07, all of its rights and obligations under this Agreement  and
under  the Notes to an Eligible Assignee selected by the Company;
provided,  however,  that  (i) no Event  of  Default  shall  have
occurred and be continuing at the time of such request and at the
time of such assignment; (ii) the assignee shall have paid to the
assigning  Lender  the aggregate principal  amount  of,  and  any
interest  accrued and unpaid to the date of such  assignment  on,
the  Note  or Notes of such Lender; (iii) the Company shall  have
paid  to the assigning Lender any and all facility fees and other
fees  payable  to  such Lender and all other accrued  and  unpaid
amounts  owing  to  such  Lender  under  any  provision  of  this
Agreement (including, but not limited to, any increased costs  or
other  additional  amounts  owing  under  Section  2.10  and  any
indemnification for Taxes under Section 2.13) as of the effective
date of such assignment; and (iv) if the assignee selected by the
Company  is not an existing Lender, such assignee or the  Company
shall have paid the processing and recordation fee required under
Section  9.07(a) for such assignment; provided further  that  the
Company shall have no right to replace more than three Lenders in
any  calendar year pursuant to this Section 2.05(b); and provided
further  that the assigning Lender's rights under Sections  2.10,
2.13  and  9.04,  and its obligations under Section  8.05,  shall
survive such assignment as to matters occurring prior to the date
of assignment.

           (c)   Non-Ratable Reduction.  (i)  The  Company  shall
have  the  right,  at  any  time other  than  during  any  Rating
Condition,  upon at least ten Business Days' notice to  a  Lender
(with  a  copy to the Agent), to terminate in whole such Lender's
Commitment  (determined without giving effect to any  Competitive
Bid  Reduction).  Such termination shall be effective,  (i)  with
respect to such Lender's unused Commitment, on the date set forth
in  such  notice, provided, however, that such date shall  be  no
earlier  than ten Business Days after receipt of such notice  and
(ii) with respect to each Advance outstanding to such Lender,  on
the last day of the then current Interest Period relating to such
Advance;  provided further, however, that such termination  shall
not  be  effective, if, after giving effect to such  termination,
the  Company  would,  under  this  Section  2.05(c),  reduce  the
Lenders' Commitments in any calendar year by an amount in  excess
of the Commitments of any three Lenders or $90,000,000, whichever
is  greater on the date of such termination.  Notwithstanding the
preceding  proviso,  the  Company  may  terminate  in  whole  the
Commitment  of  any  Lender  in accordance  with  the  terms  and
conditions  set  forth  in  Section  2.05(b)  or  2.16(b).   Upon
termination of a Lender's Commitment under this Section  2.05(c),
the  Company will pay or cause to be paid all principal  of,  and
interest  accrued to the date of such payment on, Advances  owing
to such Lender and pay any facility fees or other fees payable to
such  Lender pursuant to the provisions of Section 2.04, and  all
other  amounts  payable to such Lender hereunder (including,  but
not  limited to, any increased costs or other amounts owing under
Section  2.10  and  any indemnification for Taxes  under  Section
2.13);  and  upon such payments, the obligations of  such  Lender
hereunder  shall,  by  the  provisions hereof,  be  released  and
discharged;  provided, however, that such Lender's  rights  under
Sections  2.10, 2.13 and 9.04, and its obligations under  Section
8.05  shall  survive  such release and discharge  as  to  matters
occurring  prior  to  such  date.  The aggregate  amount  of  the
Commitments of the Lenders once reduced pursuant to this  Section
2.05(c) may not be reinstated, except pursuant to Section 2.05(e)
below.

           (ii)  For  purposes of this Section 2.05(c) only,  the
term  "Rating  Condition"  shall mean a  period  commencing  with
notice  (a "Rating Condition Notice") by the Agent to the Company
and  the  Lenders to the effect that the Agent has been  informed
that  the  rating  of the senior public Debt of  the  Company  is
unsatisfactory under the standard set forth in the next sentence,
and  ending  with  notice by the Agent to  the  Company  and  the
Lenders to the effect that such condition no longer exists.   The
Agent  shall give a Rating Condition Notice promptly upon receipt
from the Company or any Lender of notice stating, in effect, that
both  of  S&P  and  Moody's  (or  any  successor  by  merger   or
consolidation  to the business of either thereof),  respectively,
then  rate the senior public Debt of the Company lower  than  BBB
and  Baa2.   The  Company  agrees to give  notice  to  the  Agent
forthwith upon any change in a rating by either such organization
of the senior public Debt of the Company; the Agent shall have no
duty  whatsoever to verify the accuracy of any such  notice  from
the Company or any Lender or to monitor independently the ratings
of the senior public Debt of the Company and no Lender shall have
any duty to give any such notice.  The Agent shall give notice to
the  Lenders  and the Company as to the termination of  a  Rating
Condition  promptly upon receiving a notice from the  Company  to
the  Agent (which notice the Agent shall promptly notify  to  the
Lenders) stating that the rating of the senior public Debt of the
Company  does  not  meet the standard set  forth  in  the  second
sentence  of  this  clause (ii), and requesting  that  the  Agent
notify  the  Lenders of the termination of the Rating  Condition.
The  Rating  Condition shall terminate upon the  giving  of  such
notice by the Agent.

           (d)   Termination by a Lender.  In the  event  that  a
Change  of  Control occurs, each Lender may,  by  notice  to  the
Company and the Agent given not later than 50 calendar days after
such   Change   of  Control,  terminate  its  Commitment,   which
Commitment shall be terminated effective as of the later  of  (i)
the date that is 60 calendar days after such Change of Control or
(ii)  the  end of the Interest Period for any Advance outstanding
at  the  time  of such Change of Control or for any Advance  made
pursuant to the next sentence of this Section 2.05(d).  Upon  the
occurrence of a Change of Control, each Borrower's right to  make
a  Borrowing under this Agreement shall be suspended for a period
of  60  calendar  days, except for Advances  having  an  interest
period  ending not later than 90 calendar days after such  Change
of  Control.   A notice of termination pursuant to  this  Section
2.05(d) shall not have the effect of accelerating any outstanding
Advance of such Lender and the Notes of such Lender.

           (e)   Increase  in Aggregate of the Commitments.   (i)
The Company may at any time, by notice to the Agent, propose that
the  aggregate  amount  of  the Commitments  be  increased  (such
aggregate   amount   being,  a  "Commitment  Increase")   up   to
$150,000,000 in excess of the aggregate of the Commitments as  of
the  Effective  Date,  effective  as  at  a  date  prior  to  the
Termination  Date (the "Increase Date") as to which agreement  is
to  be  reached by an earlier date specified in such notice  (the
"Commitment  Date"); provided, however, that (A) the Company  may
not  propose  more  than  five Commitment Increases  during  each
rolling  five-year period that this Agreement is in  effect,  (B)
the  minimum  proposed Commitment Increase per  notice  shall  be
$30,000,000,  (C) in no event shall the aggregate amount  of  the
Commitments  at any time exceed $525,000,000 and (D)  no  Default
shall have occurred and be continuing on such Increase Date.  The
Agent  shall notify the Lenders thereof promptly upon its receipt
of any such notice.  The Agent agrees that it will cooperate with
the  Company  in discussions with the Lenders and other  Eligible
Assignees  with  a  view  to arranging  the  proposed  Commitment
Increase through the increase of the Commitments of one  or  more
of  the Lenders (each such Lender that is willing to increase its
Commitment  hereunder  being,  an "Increasing  Lender")  and  the
addition  of  one  or more other Eligible Assignees  as  Assuming
Lenders and as parties to this Agreement; provided, however, that
it  shall be in each Lender's sole discretion whether to increase
its   Commitment  hereunder  in  connection  with  the   proposed
Commitment  Increase;  and  provided  further  that  the  minimum
Commitment of each such Assuming Lender that becomes a  party  to
this  Agreement  pursuant to this Section 2.05(e),  shall  be  at
least  equal to $10,000,000.  If agreement is reached on or prior
to  the  Commitment Date with any Increasing Lenders and Assuming
Lenders  as to a Commitment Increase (which may be less than  but
not  greater  than specified in the applicable  notice  from  the
Company),  such  agreement  to  be  evidenced  by  a  notice   in
reasonable  detail from the Company to the Agent on or  prior  to
the  Commitment Date, such Assuming Lenders, if any, shall become
Lenders hereunder as of the Increase Date and the Commitments  of
such Increasing Lenders and such Assuming Lenders shall become or
be,  as  the  case may be, as of the Increase Date,  the  amounts
specified in such notice; provided that:

           (x)   the  Agent shall have received (with copies  for
     each  Lender,  including each such Assuming  Lender)  by  no
     later  than 10:00 A.M. (New York City time) on the  Increase
     Date   (A)  an  opinion  of  counsel  for  the  Company   in
     substantially the form of Exhibit G hereto and an opinion of
     counsel for each other Borrower substantially in the form of
     Exhibit H hereto, each dated such Increase Date, and  (B)  a
     copy,  certified on the Increase Date by the  Secretary,  an
     Assistant  Secretary  or  a  comparable  official  of   each
     Borrower,  of  the  resolutions  adopted  by  the  Board  of
     Directors  of  such  Borrower  authorizing  such  Commitment
     Increase;

           (y)  each such Assuming Lender shall have delivered to
     the  Agent, by no later than 10:00 A.M. (New York City time)
     on the Increase Date, an appropriate Assumption Agreement in
     substantially the form of Exhibit D hereto, duly executed by
     such Assuming Lender and the Company; and

           (z)   each such Increasing Lender shall have delivered
     to  the  Agent by, no later than 10:00 A.M. (New  York  City
     time)   on  the  Increase  Date,  confirmation  in   writing
     satisfactory to the Agent as to its increased Commitment.

           (ii)  In  the event that the Agent shall have received
notice  from  the  Company as to its agreement  to  a  Commitment
Increase  on  or  prior to the Commitment Date and  each  of  the
actions provided for in clauses (x) through (z) above shall  have
occurred prior to 10:00 A.M. (New York City time) on the Increase
Date to the satisfaction of the Agent, the Agent shall notify the
Lenders (including any Assuming Lenders) and the Company  of  the
occurrence  of such Commitment Increase by telecopier,  telex  or
cable promptly and in any event no later than 1:00 P.M. (New York
City  time) on the Increase Date and shall record in the Register
the  relevant information with respect to each Increasing  Lender
and Assuming Lender.  Within five Business Days after its receipt
of such notice from the Agent, each Borrower, at its own expense,
shall  execute and deliver to the Agent, Revolving  Credit  Notes
payable to the order of each Assuming Lender, if any, dated as of
the  Increase Date and substantially in the form of  Exhibit  A-1
hereto.  The Agent, upon receipt of such Revolving Credit  Notes,
shall  promptly  deliver  such  Revolving  Credit  Notes  to  the
respective Assuming Lenders.

           (iii)      In the event that the Agent shall not  have
received notice from the Company as to such agreement on or prior
to  the  Commitment Date or the Company shall, by notice  to  the
Agent  prior  to the Increase Date, withdraw its proposal  for  a
Commitment Increase or any of the actions provided for  above  in
clauses  (i)(x)  through  (i)(z)  shall  not  have  occurred   by
10:00  A.M.  (New  York  City time) on the  Increase  Date,  such
proposal  by the Company shall be deemed not to have  been  made.
In such event, any actions theretofore taken under clauses (i)(x)
through  (i)(z) above shall be deemed to be of no effect and  all
the rights and obligations of the parties shall continue as if no
such proposal had been made.

           SECTION 2.06.  Repayment of Revolving Credit Advances.
Each Borrower shall repay to the Agent for the ratable account of
the  Lenders  on  the  Termination Date the  aggregate  principal
amount  of  the  Revolving Credit Advances  then  outstanding  in
respect of such Borrower.

           SECTION  2.07.  Interest on Revolving Credit Advances.
(a)  Scheduled Interest.  Each Borrower shall pay interest on the
unpaid principal amount of each Revolving Credit Advance owing by
such  Borrower  to  each Lender from the date of  such  Revolving
Credit Advance until such principal amount shall be paid in full,
at the following rates per annum:

           (i)   Base Rate Advances.  During such periods as such
     Revolving Credit Advance is a Base Rate Advance, a rate  per
     annum  equal  at all times to the Base Rate in  effect  from
     time to time,  payable in arrears quarterly on the last  day
     of  each  March,  June, September and December  during  such
     periods and on the date such Base Rate Advance shall be paid
     in full.

           (ii)  Eurocurrency Rate Advances.  During such periods
     as  such  Revolving  Credit Advance is a  Eurocurrency  Rate
     Advance,  a  rate per annum equal at all times  during  each
     Interest Period for such Revolving Credit Advance to the sum
     of  (x)  the Eurocurrency Rate for such Interest Period  for
     such Revolving Credit Advance plus (y) the Applicable Margin
     in  effect from time to time, payable in arrears on the last
     day of such Interest Period and, if such Interest Period has
     a  duration  of  more than three months, on  each  day  that
     occurs  during such Interest Period every three months  from
     the  first day of such Interest Period and on the date  such
     Eurocurrency  Rate  Advance shall be Converted  or  paid  in
     full.

           (b)  Default Interest.  Upon the occurrence and during
the  continuance  of an Event of Default under  Section  6.01(a),
each  Borrower  shall  pay interest on (i) the  unpaid  principal
amount of each Revolving Credit Advance owing by such Borrower to
each  Lender,  payable  in arrears on the dates  referred  to  in
clause (a)(i) or (a)(ii) above, at a rate per annum equal at  all
times  to  1% per annum above the rate per annum required  to  be
paid  on such Revolving Credit Advance pursuant to clause  (a)(i)
or (a)(ii) above and (ii) to the fullest extent permitted by law,
the amount of any interest, fee or other amount payable hereunder
by  such  Borrower that is not paid when due, from the date  such
amount  shall  be due until such amount shall be  paid  in  full,
payable in arrears on the date such amount shall be paid in  full
and  on demand, at a rate per annum equal at all times to 1%  per
annum  above  the  rate per annum required to  be  paid  on  such
Revolving  Credit  Advance pursuant to clause (a)(i)  or  (a)(ii)
above.

           SECTION 2.08.  Interest Rate Determination.  (a)  Each
Reference  Bank agrees to furnish to the Agent timely information
for  the  purpose of determining each Eurocurrency Rate and  each
LIBO  Rate.  If any one or more of the Reference Banks shall  not
furnish  such timely information to the Agent for the purpose  of
determining  any  such interest rate, the Agent  shall  determine
such  interest rate on the basis of timely information  furnished
by  the  remaining Reference Banks.  The Agent shall give  prompt
notice  to the Company and the Lenders of the applicable interest
rate  determined by the Agent for purposes of Section  2.07(a)(i)
or  (ii), and the rate, if any, furnished by each Reference  Bank
for   the   purpose  of  determining  the  interest  rate   under
Section 2.07(a)(ii).

            (b)   If,  with  respect  to  any  Eurocurrency  Rate
Advances,  the  Majority  Lenders  notify  the  Agent  that   the
Eurocurrency Rate for any Interest Period for such Advances  will
not  adequately  reflect  the cost to such  Majority  Lenders  of
making, funding or maintaining their respective Eurocurrency Rate
Advances  for such Interest Period, the Agent shall forthwith  so
notify  each  Borrower  and  the  Lenders,  whereupon  (i)   such
Eurocurrency  Rate Advances will (to the extent such Eurocurrency
Rate  Advances remain outstanding on such day) automatically,  on
the  last  day  of  the then existing Interest  Period  therefor,
(A)  if  such  Eurocurrency  Rate  Advances  are  denominated  in
Dollars,  be  Converted into Base Rate Advances and (B)  if  such
Eurocurrency Rate Advances are denominated in any Major Currency,
be  redenominated  into  an  Equivalent  amount  of  Dollars  and
Converted into Base Rate Advances, and (ii) the obligation of the
Lenders  to make Eurocurrency Rate Advances in the same  currency
as  such Eurocurrency Rate Advances shall be suspended until  the
Agent  shall  notify  each  Borrower and  the  Lenders  that  the
circumstances causing such suspension no longer exist.

           (c)  If any Borrower, in requesting a Revolving Credit
Borrowing comprised of Eurocurrency Rate Advances, shall fail  to
select  the duration of the Interest Period for such Eurocurrency
Rate Advances in accordance with the provisions contained in  the
definition  of "Interest Period" in Section 1.01, the Agent  will
forthwith  so  notify  the  Borrower and  the  Lenders  and  such
Advances  will  (to  the extent such Eurocurrency  Rate  Advances
remain outstanding on such day) automatically, on the last day of
the   then  existing  Interest  Period  therefor,  (i)  if   such
Eurocurrency  Rate  Advances  are  denominated  in  Dollars,   be
Converted  into Base Rate Advances and (ii) if such  Eurocurrency
Rate   Advances  are  denominated  in  any  Major  Currency,   be
redenominated into an Equivalent amount of Dollars and  Converted
into Base Rate Advances.

           (d)  Upon the occurrence and during the continuance of
any Event of Default under Section 6.01(a), (i) each Eurocurrency
Rate  Advance will (to the extent such Eurocurrency Rate  Advance
remains  outstanding on such day) automatically, on the last  day
of  the  then  existing  Interest Period therefor,  (A)  if  such
Eurocurrency Rate Advance is denominated in Dollars, be Converted
into  a  Base  Rate  Advance and (B) if  such  Eurocurrency  Rate
Advance  is  denominated in any Major Currency, be  redenominated
into  an Equivalent amount of Dollars and Converted into  a  Base
Rate  Advance  and  (ii) the obligation of the  Lenders  to  make
Eurocurrency Rate Advances shall be suspended.

           (e)   If fewer than two Reference Banks furnish timely
information to the Agent for determining the Eurocurrency Rate or
LIBO  Rate  for  any  Eurocurrency Rate  Advances  or  LIBO  Rate
Advances, as the case may be,

           (i)   the  Agent shall forthwith notify  the  relevant
     Borrower  and the Lenders that the interest rate  cannot  be
     determined for such Eurocurrency Rate Advances or LIBO  Rate
     Advances, as the case may be,

           (ii) with respect to Eurocurrency Rate Advances,  each
     such  Advance  will  (to the extent such  Eurocurrency  Rate
     Advance remains outstanding on such day)  automatically,  on
     the  last day of the then existing Interest Period therefor,
     (A)  if  such  Eurocurrency Rate Advance is  denominated  in
     Dollars,  be Converted into a Base Rate Advance and  (B)  if
     such  Eurocurrency Rate Advance is denominated in any  Major
     Currency,  be  redenominated into an  Equivalent  amount  of
     Dollars  and Converted into a Base Rate Advance (or if  such
     Advance is then a Base Rate Advance, will continue as a Base
     Rate Advance), and

           (iii)      the  obligation  of  the  Lenders  to  make
     Eurocurrency  Rate Advances or LIBO Rate Advances  shall  be
     suspended until the Agent shall notify the Borrowers and the
     Lenders  that  the circumstances causing such suspension  no
     longer exist.

            SECTION   2.09.   Prepayments  of  Revolving   Credit
Advances.   (a)  Optional Prepayments.  Each Borrower  may,  upon
notice  to  the  Agent stating the proposed  date  and  aggregate
principal  amount of the prepayment, given not later  than  11:00
A.M. (New York City time) on the second Business Day prior to the
date  of  such  proposed prepayment, in the case of  Eurocurrency
Rate Advances, and not later than 11:00 A.M. (New York City time)
on  the day of such proposed prepayment, in the case of Base Rate
Advances,  and,  if  such notice is given, such  Borrower  shall,
prepay  the outstanding principal amount of the Revolving  Credit
Advances  comprising part of the same Revolving Credit  Borrowing
in  whole  or ratably in part, together with accrued interest  to
the  date  of  such prepayment on the principal  amount  prepaid;
provided, however, that (x) each partial prepayment shall  be  in
an  aggregate principal amount not less than $10,000,000  or  the
Equivalent  thereof in a Major Currency (determined on  the  date
notice  of  prepayment  is  given) or  an  integral  multiple  of
$1,000,000  or  the  Equivalent  thereof  in  a  Major   Currency
(determined on the date notice of prepayment is given) in  excess
thereof  and  (y)  in  the  event of any  such  prepayment  of  a
Eurocurrency  Rate  Advance other than on the  last  day  of  the
Interest  Period  therefor, such Borrower shall be  obligated  to
reimburse   the   Lenders   in  respect   thereof   pursuant   to
Section  9.04(c).   Each  notice of prepayment  by  a  Designated
Subsidiary shall be given to the Administrative Agent through the
Company.

           (b)  Mandatory Prepayments.  (i)  If, on any date, the
sum  of  (A)  the  aggregate principal  amount  of  all  Advances
denominated  in Dollars then outstanding plus (B) the  Equivalent
in  Dollars  of  the aggregate principal amount of  all  Advances
denominated  in Foreign Currencies then outstanding exceeds  103%
of  the  aggregate Commitments of the Lenders on such  date,  the
Company and each other Borrower, if any, shall thereupon promptly
prepay the outstanding principal amount of any Advances owing  by
such  Borrower in an aggregate amount sufficient to  reduce  such
sum  to an amount not to exceed 100% of the aggregate Commitments
of  the  Lenders on such date, together with any interest accrued
to  the  date of such prepayment on the principal amounts prepaid
and, in the case of any prepayment of a Eurocurrency Rate Advance
or  a  LIBO  Rate  Advance,  any additional  amounts  which  such
Borrower  shall  be  obligated to reimburse  to  the  Lenders  in
respect  thereof  pursuant to Section 9.04(c).  The  Agent  shall
give  prompt notice of any prepayment required under this Section
2.09(b)(i) to the Borrowers and the Lenders.

           (ii) If, on any date, the sum of (A) the Equivalent in
Dollars  of  the  aggregate principal amount of all  Eurocurrency
Rate  Advances  denominated in Major Currencies then  outstanding
plus  (B)  the  Equivalent in Dollars of the aggregate  principal
amount   of  all  LIBO  Rate  Advances  denominated  in   Foreign
Currencies  then  outstanding,  shall  exceed  $110,000,000,  the
Company  and  each  other Borrower shall prepay  the  outstanding
principal  amount of any such Eurocurrency Rate Advances  or  any
such  LIBO Rate Advances owing by such Borrower, on the last  day
of  the  Interest  Periods  relating  to  such  Advances,  in  an
aggregate  amount sufficient to reduce such sum to an amount  not
to exceed $100,000,000, together with any interest accrued to the
date  of  such prepayment on the principal amounts prepaid.   The
Agent  shall give prompt notice of any prepayment required  under
this Section 2.09(b)(ii) to the Borrowers and the Lenders.

          SECTION 2.10.  Increased Costs.  (a)  If, due to either
(i) the introduction of or any change in or in the interpretation
of  any  law  or  regulation  or (ii)  the  compliance  with  any
guideline  or request from any central bank or other governmental
authority  (whether or not having the force of law), there  shall
be  any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurocurrency Rate Advances or LIBO
Rate  Advances (excluding for purposes of this Section  2.10  any
such increased costs resulting from (i) Taxes or Other Taxes  (as
to which Section 2.13 shall govern) and (ii) changes in the basis
of  taxation of overall net income or overall gross income by the
United  States or by the foreign jurisdiction or state under  the
laws  of  which  such Lender is organized or has  its  Applicable
Lending  Office or any political subdivision thereof),  then  the
Borrower of such Advances shall from time to time, upon demand by
such Lender (with a copy of such demand to the Agent), pay to the
Agent   for  the  account  of  such  Lender  additional   amounts
sufficient to compensate such Lender for such increased cost.   A
certificate as to the amount of such increased cost, submitted to
such  Borrower and the Agent by such Lender, shall be  conclusive
and binding for all purposes, absent manifest error.

           (b)  If any Lender determines that compliance with any
law  or  regulation or any guideline or request from any  central
bank  or other governmental authority (whether or not having  the
force  of  law)  affects or would affect the  amount  of  capital
required  or  expected to be maintained by  such  Lender  or  any
corporation controlling such Lender and that the amount  of  such
capital  is  increased  by or based upon the  existence  of  such
Lender's  commitment to lend hereunder and other  commitments  of
this  type, then, upon demand by such Lender (with a copy of such
demand to the Agent), the Company shall pay to the Agent for  the
account  of such Lender, from time to time as specified  by  such
Lender,  additional amounts sufficient to compensate such  Lender
or  such corporation in the light of such circumstances,  to  the
extent  that  such Lender reasonably determines such increase  in
capital  to  be  allocable  to  the existence  of  such  Lender's
commitment  to lend hereunder.  A certificate as to such  amounts
submitted  to the Company and the Agent by such Lender  shall  be
conclusive and binding for all purposes, absent manifest error.

          (c)  Any Lender claiming any additional amounts payable
pursuant to this Section 2.10 shall, upon the written request  of
the  Company  delivered  to such Lender and  the  Agent,  assign,
pursuant  to  and  in accordance with the provisions  of  Section
9.07, all of its rights and obligations under this Agreement  and
under  the Notes to an Eligible Assignee selected by the Company;
provided, however, that (i) no Default shall have occurred and be
continuing  at the time of such request and at the time  of  such
assignment;  (ii) the assignee shall have paid to  the  assigning
Lender  the  aggregate  principal amount  of,  and  any  interest
accrued and unpaid to the date of such assignment on, the Note or
Notes  of such Lender; (iii) the Company shall have paid  to  the
assigning Lender any and all facility fees and other fees payable
to  such Lender and all other accrued and unpaid amounts owing to
such Lender under any provision of this Agreement (including, but
not  limited to, any increased costs or other additional  amounts
owing  under this Section 2.10, and any indemnification for Taxes
under  Section 2.13) as of the effective date of such  assignment
and  (iv)  if  the  assignee selected by the Company  is  not  an
existing Lender, such assignee or the Company shall have paid the
processing and recordation fee required under Section 9.07(a) for
such  assignment;  provided further that the  assigning  Lender's
rights  under  Sections 2.10, 2.13 and 9.04, and its  obligations
under  Section 8.05, shall survive such assignment as to  matters
occurring prior to the date of assignment.

           SECTION 2.11.  Illegality.  Notwithstanding any  other
provision of this Agreement, if any Lender shall notify the Agent
that   the   introduction  of  or  any  change  in  or   in   the
interpretation of any law or regulation makes it unlawful, or any
central bank or other governmental authority asserts that  it  is
unlawful,  for any Lender or its Eurocurrency Lending  Office  to
perform  its  obligations  hereunder to  make  Eurocurrency  Rate
Advances  in Dollars or any Major Currency or LIBO Rate  Advances
in  Dollars  or  in any Foreign Currency or to fund  or  maintain
Eurocurrency Rate Advances in Dollars or in any Major Currency or
LIBO  Rate  Advances  in  Dollars  or  in  any  Foreign  Currency
hereunder, (i) each such Eurocurrency Rate Advance or  such  LIBO
Rate  Advance, as the case may be, will automatically, upon  such
demand,  (A)  if  such  Eurocurrency Rate Advance  or  LIBO  Rate
Advance is denominated in Dollars, be Converted into a Base  Rate
Advance  or an Advance that bears interest at the rate set  forth
in   Section  2.07(a)(i),  as  the  case  may  be,  (B)  if  such
Eurocurrency Rate Advance or LIBO Rate Advance is denominated  in
any  Foreign Currency, be redenominated into an Equivalent amount
of  Dollars and Converted into a Base Rate Advance or an  Advance
that  bears interest at the rate set forth in Section 2.07(a)(i),
as  the  case may be, and (ii) the obligation of the  Lenders  to
make  such Eurocurrency Rate Advances or such LIBO Rate  Advances
shall be suspended until the Agent shall notify the Borrower  and
the  Lenders  that the circumstances causing such  suspension  no
longer exist.

           SECTION  2.12.  Payments and Computations.  (a)   Each
Borrower  shall make each payment hereunder and under the  Notes,
except  with  respect  to principal of, interest  on,  and  other
amounts  relating to, Advances denominated in a Foreign Currency,
not  later than 11:00 A.M. (New York City time) on the  day  when
due in Dollars to the Agent at its address referred to in Section
9.02  in  same day funds.  Each Borrower shall make each  payment
hereunder  and  under  the Notes with respect  to  principal  of,
interest  on, and other amounts relating to Advances  denominated
in  a  Foreign Currency not later than 12:00 Noon (at the Payment
Office  for  such Foreign Currency) on the day when due  in  such
Foreign  Currency to the Agent in same day funds  by  deposit  of
such  funds  to  the Agent's account maintained at  such  Payment
Office.   The  Agent  will  promptly  thereafter  cause   to   be
distributed  like funds relating to the payment of  principal  or
interest  or  facility fees ratably (other than  amounts  payable
pursuant to Section 2.03, 2.05(b), 2.05(c), 2.10, 2.13,  2.16  or
9.04(c))  to  the  Lenders for the account  of  their  respective
Applicable  Lending  Offices, and  like  funds  relating  to  the
payment of any other amount payable to any Lender to such  Lender
for the account of its Applicable Lending Office, in each case to
be  applied in accordance with the terms of this Agreement.  Upon
its  acceptance of an Assignment and Acceptance and recording  of
the  information  contained therein in the Register  pursuant  to
Section  9.07(c), from and after the effective date specified  in
such Assignment and Acceptance, the Agent shall make all payments
hereunder and under the Notes in respect of the interest assigned
thereby  to  the Lender assignee thereunder, and the  parties  to
such   Assignment  and  Acceptance  shall  make  all  appropriate
adjustments in such payments for periods prior to such  effective
date  directly  between  themselves.  Upon  any  Assuming  Lender
becoming a Lender hereunder as a result of the effectiveness of a
Commitment  Increase pursuant to Section 2.05(e) or an  extension
of  the  Termination Date pursuant to Section 2.16, and upon  the
Agent's  receipt  of  such  Lender's  Assumption  Agreement   and
recording the information contained therein in the Register, from
and  after the Increase Date or the Extension Date, as  the  case
may be, the Agent shall make all payments hereunder and under the
Notes  in respect of the interest assumed thereby to the Assuming
Lender.

           (b)   All  computations of interest based on the  Base
Rate and of facility fees shall be made by the Agent on the basis
of  a  year  of  365 or 366 days, as the case  may  be,  and  all
computations of interest based on the Eurocurrency Rate, the LIBO
Rate or the Federal Funds Rate shall be made by the Agent on  the
basis  of a year of 360 days, in each case for the actual  number
of  days  (including the first day but excluding  the  last  day)
occurring in the period for which such interest or facility  fees
are payable.  Each determination by the Agent of an interest rate
hereunder  shall  be  conclusive and binding  for  all  purposes,
absent manifest error.

           (c)  Whenever any payment hereunder or under the Notes
shall  be  stated to be due on a day other than a  Business  Day,
such  payment shall be made on the next succeeding Business  Day,
and  such extension of time shall in such case be included in the
computation of payment of interest or facility fee, as  the  case
may  be;  provided, however, that, if such extension would  cause
payment of interest on or principal of Eurocurrency Rate Advances
or  LIBO  Rate Advances to be made in the next following calendar
month,  such payment shall be made on the next preceding Business
Day.

           (d)   Unless the Agent shall have received notice from
any Borrower prior to the date on which any payment is due to the
Lenders  hereunder that such Borrower will not make such  payment
in  full,  the Agent may assume that such Borrower has made  such
payment  in full to the Agent on such date and the Agent may,  in
reliance  upon such assumption, cause to be distributed  to  each
Lender  on such due date an amount equal to the amount  then  due
such  Lender.  If and to the extent such Borrower shall not  have
so  made  such  payment in full to the Agent, each  Lender  shall
repay to the Agent forthwith on demand such amount distributed to
such Lender together with interest thereon, for each day from the
date  such  amount is distributed to such Lender until  the  date
such Lender repays such amount to the Agent, at the Federal Funds
Rate.

          SECTION 2.13.  Taxes.  (a)  Any and all payments by any
Borrower  hereunder  or  under  the  Notes  shall  be  made,   in
accordance  with  Section 2.12, free and  clear  of  and  without
deduction  for  any  and  all present or  future  taxes,  levies,
imposts, deductions, charges or withholdings, and all liabilities
with  respect thereto, excluding, in the case of each Lender  and
the  Agent,  net  income taxes imposed by the United  States  and
taxes  imposed  on  its overall net income, and  franchise  taxes
imposed  on  it in lieu of net income taxes, by the  jurisdiction
under the laws of which such Lender or the Agent (as the case may
be) is organized or any political subdivision thereof and, in the
case of each Lender, taxes imposed on its overall net income, and
franchise taxes imposed on it in lieu of net income taxes, by the
jurisdiction  of such Lender's Applicable Lending Office  or  any
political  subdivision  thereof  (all  such  non-excluded  taxes,
levies,   imposts,   deductions,   charges,   withholdings    and
liabilities in respect of payments hereunder or under  the  Notes
being hereinafter referred to as "Taxes").  If any Borrower shall
be  required by law to deduct any Taxes from or in respect of any
sum  payable  hereunder or under any Note to any  Lender  or  the
Agent, (i) the sum payable shall be increased as may be necessary
so   that   after  making  all  required  deductions   (including
deductions  applicable  to additional  sums  payable  under  this
Section  2.13)  such Lender or the Agent (as  the  case  may  be)
receives an amount equal to the sum it would have received had no
such  deductions  been made, (ii) such Borrower shall  make  such
deductions  and  (iii) such Borrower shall pay  the  full  amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law.

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

           (c)  Each Borrower shall indemnify each Lender and the
Agent  for  the  full amount of Taxes or Other Taxes  (including,
without  limitation,  any taxes imposed by  any  jurisdiction  on
amounts  payable under this Section 2.13) imposed on or  paid  by
such  Lender or the Agent (as the case may be) and any  liability
(including penalties, interest and expenses) arising therefrom or
with  respect  thereto; provided, however, that a Borrower  shall
not  be  obligated  to pay any amounts in respect  of  penalties,
interest or expenses pursuant to this paragraph that are  payable
solely  as  a  result  of (i) the failure  on  the  part  of  the
pertinent Lender or the Agent to pay over those amounts  received
from  the  Borrowers  under this clause (c)  or  (ii)  the  gross
negligence  or  willful misconduct on the part of  the  pertinent
Lender  or the Agent.  This indemnification shall be made  within
30  days from the date such Lender or the Agent (as the case  may
be) makes written demand therefor.  Each Lender agrees to provide
reasonably  prompt  notice  to the Agent,  the  Company  and  any
Borrower  of any imposition of Taxes or Other Taxes against  such
Lender;  provided  that  failure to give such  notice  shall  not
affect  such Lender's rights to indemnification hereunder.   Each
Lender  agrees  that  it will, promptly upon  a  request  by  the
Company  or  a  Borrower  having made an indemnification  payment
hereunder, furnish to the Company or such Borrower, as  the  case
may  be, such evidence as is reasonably available to such  Lender
as  to the payment of the relevant Taxes or Other Taxes, and that
it  will, if requested by the Company or such Borrower, cooperate
with  the  Company or such Borrower, as the case may be,  in  its
efforts  to obtain a refund or similar relief in respect of  such
payment.

           (d)   Within 30 days after the date of any payment  of
Taxes,  each Borrower shall furnish to the Agent, at its  address
referred to in Section 9.02, the original or a certified copy  of
a receipt evidencing payment thereof.  In the case of any payment
hereunder  or  under the Notes by or on behalf  of  any  Borrower
through an account or branch outside the United States or  by  or
on  behalf of any Borrower by a payor that is not a United States
person, if such Borrower determines that no Taxes are payable  in
respect thereof, such Borrower shall furnish, or shall cause such
payor  to  furnish, to the Agent, at such address, an opinion  of
counsel  acceptable  to the Agent stating that  such  payment  is
exempt  from  Taxes.   For purposes of this  subsection  (d)  and
subsection  (e),  the terms "United States"  and  "United  States
person" shall have the meanings specified in Section 7701 of  the
Internal Revenue Code.

           (e)   Each  Lender  organized  under  the  laws  of  a
jurisdiction outside the United States, on or prior to  the  date
of  its  execution and delivery of this Agreement in the case  of
each  Initial  Lender  and  on the date  of  the  Assignment  and
Acceptance  or  the Assumption Agreement, as  the  case  may  be,
pursuant  to which it becomes a Lender in the case of each  other
Lender,  and from time to time thereafter as requested in writing
by any Borrower (but only so long as such Lender remains lawfully
able  to  do so), shall provide the Agent and each Borrower  with
two  original  Internal Revenue Service forms 1001  or  4224,  as
appropriate,  or  any successor or other form prescribed  by  the
Internal  Revenue Service, certifying that such Lender is  exempt
from  or  entitled to a reduced rate of United States withholding
tax  on  payments pursuant to this Agreement or  the  Notes.   In
addition, each Lender further agrees to provide any Borrower with
any  form  or  document  as any Borrower  may  request  which  is
required  by  any taxing authority outside the United  States  in
order  to secure an exemption from, or reduction in the rate  of,
withholding tax.  If the forms provided by a Lender at  the  time
such  Lender first becomes a party to this Agreement indicates  a
United  States interest withholding tax rate in excess  of  zero,
withholding  tax at such rate shall be considered  excluded  from
Taxes unless and until such Lender provides the appropriate forms
certifying that a lesser rate applies, whereupon withholding  tax
at  such lesser rate only shall be considered excluded from Taxes
for periods governed by such form; provided, however, that, if at
the  date  of  the  Assignment and Acceptance or  the  Assumption
Agreement, as the case may be, pursuant to which a Lender becomes
a  party  to this Agreement, such Lender was entitled to payments
under subsection (a) in respect of United States withholding  tax
with respect to interest paid at such date, then, to such extent,
the  term  Taxes shall include (in addition to withholding  taxes
that  may  be  imposed in the future or other  amounts  otherwise
includable  in  Taxes)  United States withholding  tax,  if  any,
applicable with respect to such Lender on such date.  If any form
or  document  referred  to in this subsection  (e)  requires  the
disclosure  of information, other than information  necessary  to
compute  the  tax payable and information required  on  the  date
hereof  by  Internal Revenue Service form 1001 or  4224,  that  a
Lender reasonably considers to be confidential, such Lender shall
give  notice thereof to each Borrower and shall not be  obligated
to   include   in   such  form  or  document  such   confidential
information.

           (f)  For any period with respect to which a Lender has
failed  to  provide  each  Borrower  with  the  appropriate  form
described in Section 2.13(e) (other than if such failure  is  due
to  a  change in law occurring subsequent to the date on which  a
form  originally  was required to be provided, or  if  such  form
otherwise   is   not  required  under  the  first   sentence   of
subsection  (e)  above), such Lender shall  not  be  entitled  to
indemnification  under Section 2.13(a) or  (c)  with  respect  to
Taxes  imposed  by the United States by reason of  such  failure;
provided, however, that should a Lender become subject  to  Taxes
because of its failure to deliver a form required hereunder, each
Borrower  shall  take such steps as such Lender shall  reasonably
request to assist such Lender to recover such Taxes.

           (g)  If any Borrower is required to pay any additional
amount to any Lender or to the Agent or on behalf of any of  them
to  any  taxing  authority pursuant to this  Section  2.13,  such
Lender  shall, upon the written request of the Company  delivered
to  such  Lender  and  the  Agent, assign,  pursuant  to  and  in
accordance with the provisions of Section 9.07, all of its rights
and  obligations under this Agreement and under the Notes  to  an
Eligible  Assignee  selected by the Company;  provided,  however,
that (i) no Default shall have occurred and be continuing at  the
time of such request and at the time of such assignment; (ii) the
assignee  shall have paid to the assigning Lender  the  aggregate
principal amount of, and any interest accrued and unpaid  to  the
date  of  such  assignment on, the Note or Notes of such  Lender;
(iii) the Company shall have paid to the assigning Lender any and
all  facility fees and other fees payable to such Lender and  all
other  accrued and unpaid amounts owing to such Lender under  any
provision of this Agreement (including, but not limited  to,  any
increased  costs or other additional amounts owing under  Section
2.10,  and any indemnification for Taxes under this Section 2.13)
as  of  the  effective date of such assignment; and (iv)  if  the
assignee selected by the Company is not an existing Lender,  such
assignee  or  the  Company  shall have paid  the  processing  and
recordation   fee  required  under  Section  9.07(a)   for   such
assignment;  provided further that the assigning Lender's  rights
under  Sections  2.10, 2.13 and 9.04, and its  obligations  under
Section  8.05,  shall  survive  such  assignment  as  to  matters
occurring prior to the date of assignment.

          SECTION 2.14.  Sharing of Payments, Etc.  If any Lender
shall obtain any payment (whether voluntary, involuntary, through
the exercise of any right of setoff, or otherwise) on account  of
the Revolving Credit Advances owing to it (other than pursuant to
Section  2.03, 2.05(b), 2.05(c), 2.10, 2.13, 2.16 or 9.04(c))  in
excess  of  its  ratable  share of payments  on  account  of  the
Revolving  Credit  Advances obtained by  all  the  Lenders,  such
Lender  shall  forthwith  purchase from the  other  Lenders  such
participations in the Revolving Credit Advances owing to them  as
shall  be necessary to cause such purchasing Lender to share  the
excess payment ratably with each of them; provided, however, that
if  all  or  any  portion  of such excess payment  is  thereafter
recovered  from such purchasing Lender, such purchase  from  each
Lender  shall  be rescinded and such Lender shall  repay  to  the
purchasing  Lender  the  purchase price to  the  extent  of  such
recovery  together with an amount equal to such Lender's  ratable
share  (according  to the proportion of (i) the  amount  of  such
Lender's required repayment to (ii) the total amount so recovered
from  the purchasing Lender) of any interest or other amount paid
or  payable  by  the purchasing Lender in respect  of  the  total
amount  so  recovered.  Each Borrower agrees that any  Lender  so
purchasing a participation from another Lender pursuant  to  this
Section  2.14  may,  to  the  fullest extent  permitted  by  law,
exercise  all  its  rights  of payment (including  the  right  of
setoff)  with respect to such participation as fully as  if  such
Lender were the direct creditor of such Borrower in the amount of
such participation.

           SECTION 2.15.  Use of Proceeds.  The proceeds  of  the
Advances  shall  be available (and each Borrower agrees  that  it
shall use such proceeds) solely for working capital and for other
general corporate purposes of such Borrower and its Subsidiaries,
including, without limitation, backstop of commercial paper.

           SECTION 2.16.  Extension of Termination Date.  (a)  At
least  60 (but no earlier than 90) days prior to each anniversary
date hereof and provided no Event of Default has occurred and  is
continuing, the Company may, at its option, by written notice  to
the  Agent, request that the Lenders extend for an additional one
year  the Termination Date then in effect.  Each Lender,  in  its
sole  discretion, shall consent or not consent to such  extension
and  shall notify the Agent of its consent or nonconsent to  such
extension within 20 Business Days of notice of such request  from
the  Agent.  If all of the Lenders consent in writing,  the  then
applicable   Termination  Date  shall,  effective  as   at   such
anniversary  date  (the "Extension Date"), be  extended  for  one
year.

           (b)   If  not all of the Lenders consent, pursuant  to
subsection  (a)  of  this Section 2.16, to an  extension  of  the
Termination  Date  then in effect (the Lenders so  consenting  in
writing  being  the "Consenting Lenders", and any Lender  not  so
consenting being a "Non-Consenting Lender"), the Company may:

           (i)   arrange  for one or more Consenting  Lenders  or
     other  Eligible  Assignees as Assuming  Lenders  to  assume,
     effective on the Extension Date, any Non-Consenting Lender's
     Commitment  and all of the obligations of such Lender  under
     this  Agreement  thereafter arising, and effective  on  such
     Extension Date, each such Consenting Lender or such Assuming
     Lender  will  be substituted for such Non-Consenting  Lender
     under this Agreement; provided, however, that the amount  of
     the  Commitment of any such Assuming Lender as a  result  of
     such   substitution  shall  in  no  event   be   less   than
     $10,000,000;  provided further that (i) any such  Consenting
     Lender  or  Assuming Lender shall have  paid  to  such  Non-
     Consenting Lender the aggregate principal amount of, and any
     interest  accrued and unpaid to the date of  the  assignment
     on,  the  Note or Notes of such Non-Consenting Lender;  (ii)
     the  Company  shall have paid to such Non-Consenting  Lender
     any and all facility fees and other fees payable to such Non-
     Consenting  Lender and all other accrued and unpaid  amounts
     owing  to such Non-Consenting Lender under any provision  of
     this Agreement (including, but not limited to, any increased
     costs  or other additional amounts owing under Section 2.10,
     and  any indemnification for Taxes under this Section  2.13)
     as  of the effective date of such assignment; and (iii) with
     respect to any such Assuming Lender, such Assuming Lender or
     the  Company  shall have paid the applicable processing  and
     recordation  fee  required under Section  9.07(a)  for  such
     assignment;    provided  further  that  such  Non-Consenting
     Lender's rights under Sections 2.10, 2.13 and 9.04, and  its
     obligations   under   Section  8.05,  shall   survive   such
     substitution as to matters occurring prior to  the  date  of
     substitution;  provided further that, on  or  prior  to  the
     tenth day prior to the Extension Date, (x) any such Assuming
     Lender shall have delivered to the Company and the Agent  an
     Assumption Agreement in substantially the form of Exhibit  D
     hereto,  duly  executed by such Assuming Lender,  such  Non-
     Consenting  Lender and the Company, (y) any such  Consenting
     Bank   shall   have   delivered  confirmation   in   writing
     satisfactory to the Agent as to its increased Commitment and
     (z)  each  Non-Consenting Lender being replaced pursuant  to
     this  clause  (i)  shall have delivered  to  the  Agent  the
     Revolving  Credit Note or Notes held by such  Non-Consenting
     Lender; and provided further that each Borrower, at its  own
     expense,  shall have executed and delivered to the Agent  no
     later  than 10:00 A.M. (New York City time) on the Extension
     Date,  Revolving Credit Notes payable to the order  of  each
     Assuming Lender, if any, dated as of the Extension Date  and
     substantially in the form of Exhibit A-1 hereto; or

           (ii)  subject  to the giving of notice  to  such  Non-
     Consenting Lender at least four days prior to the  Extension
     Date,  pay, prepay or cause to be prepaid, on and  effective
     as  of  the  Extension Date, all principal of, and  interest
     accrued  to  the date of such payment on, Advances  and  all
     other  amounts owing to such Non-Consenting Lender hereunder
     (including, but not limited to, any increased costs or other
     additional  amounts  owing  under  Section  2.10   and   any
     indemnification for Taxes under Section 2.13) and  terminate
     in    whole    any   Non-Consenting   Lender's   Commitment,
     notwithstanding  the provisions of Section 2.05;  and,  upon
     such  payment  or prepayment, the obligations of  such  Non-
     Consenting Lender hereunder shall, by the provisions hereof,
     be  released  and discharged; provided, however,  that  such
     Non-Consenting Lender's rights under Sections 2.10, 2.13 and
     9.04,  and its obligations under Section 8.05 shall  survive
     such release and discharge as to matters occurring prior  to
     the Extension Date.

           (c)   In  the  event  that, on or prior  to  the  then
applicable Extension Date, all Non-Consenting Lenders shall  have
been  superseded  by  Consenting Lenders or Assuming  Lenders  or
shall   have   had  their  Commitments  terminated  pursuant   to
subsection (b)(i) or (b)(ii) above, the Termination Date then  in
effect  shall be extended for the additional one-year  period  as
described  in  subsection (a) above, each  Non-Consenting  Lender
shall  have  no  further Commitment hereunder, and each  Assuming
Lender,  if  any, shall thereafter be substituted as a  party  to
this  Agreement  and  be  a  Lender  for  the  purposes  of  this
Agreement,  without any further acknowledgment by or the  consent
of  the Lenders.  The Agent shall thereupon promptly deliver  the
new Revolving Credit Notes to the respective Assuming Lenders and
record  in the Register the relevant information with respect  to
each Consenting Lender and each such Assuming Lender.

           (d)   In  the  event that (x) as to  a  Non-Consenting
Lender,  neither procedure contemplated by subsection  (b)(i)  or
(b)(ii) above is implemented in a timely basis or (y) the Company
shall, by written notice to the Agent at least four days prior to
the Extension Date, withdraw its request for the extension of the
Termination  Date  then in effect, such request  by  the  Company
shall  be  deemed not to have been made, all actions  theretofore
taken under subsection (b)(i) or (b)(ii) above shall be deemed to
be  of  no  effect,  the Agent shall return any Revolving  Credit
Notes  received  from  any Non-Consenting  Lender  to  such  Non-
Consenting  Lender  and  all the rights and  obligations  of  the
parties shall continue as if no such request had been made.

                          ARTICLE III

            CONDITIONS TO EFFECTIVENESS AND LENDING

          SECTION 3.01.  Conditions Precedent to Effectiveness of
Sections 2.01 and 2.03.  Sections 2.01 and 2.03 of this Agreement
shall  become  effective  on  and  as  of  the  first  date  (the
"Effective  Date")  on  which the following conditions  precedent
have been satisfied:

           (a)   There  shall  have occurred no Material  Adverse
     Change since December 31, 1994.

           (b)  There shall exist no action, suit, investigation,
     litigation or proceeding affecting the Company or any of its
     Subsidiaries  pending  or to the knowledge  of  the  Company
     Threatened   before  any  court,  governmental   agency   or
     arbitrator that (i) is reasonably likely to have a  Material
     Adverse Effect, other than the matters described on Schedule
     3.01(b) hereto (the "Disclosed Litigation") or (ii) purports
     to  affect the legality, validity or enforceability of  this
     Agreement or any Note of the Company or the consummation  of
     the  transactions contemplated hereby, and there shall  have
     been no adverse change in the status, or financial effect on
     the  Company  or any of its Subsidiaries, of  the  Disclosed
     Litigation from that described on Schedule 3.01(b) hereto.

           (c)  The Company shall have paid all accrued fees  and
     expenses of the Agent and the Lenders (as agreed to  in  the
     letter dated June 6, 1995 from the Agent to the Company).

           (d)   On  the Effective Date, the following statements
     shall   be  true  and  the  Agent  shall  have  received   a
     certificate  signed  by  a duly authorized  officer  of  the
     Company, dated the Effective Date, stating that:

                      (i)   The  representations  and  warranties
          contained in Section 4.01 are correct on and as of  the
          Effective Date, and

                     (ii) No event has occurred and is continuing
          that constitutes a Default.

           (e)   The  Agent shall have received on or before  the
     Effective Date the following, each dated such day,  in  form
     and substance satisfactory to the Agent:

                     (i)   The  Revolving  Credit  Notes  of  the
          Company to the order of the Lenders, respectively.

                     (ii) Certified copies of the resolutions  of
          the  Board  of Directors of the Company approving  this
          Agreement  and  the Notes of the Company,  and  of  all
          documents  evidencing other necessary corporate  action
          and  governmental approvals, if any,  with  respect  to
          this Agreement and such Notes.

                     (iii)     A certificate of the Secretary  or
          an  Assistant  Secretary of the Company certifying  the
          names  and  true  signatures of  the  officers  of  the
          Company authorized to sign this Agreement and the Notes
          of  the Company and the other documents to be delivered
          hereunder.

                     (iv) Authenticated copies of the Certificate
          of Incorporation and By-Laws of the Company.

                     (v)   Evidence  of  the termination  of  the
          Existing  Facility A Credit Agreement and the  Existing
          Facility B Credit Agreement, and payment of all amounts
          owing thereunder.

                     (vi)   A  favorable  opinion  of  Victor  P.
          Patrick,  Assistant  General Counsel  of  the  Company,
          substantially in the form of Exhibit G hereto and as to
          such other matters as any Lender through the Agent  may
          reasonably request.

                     (vii)     A favorable opinion of Shearman  &
          Sterling, counsel for the Agent, substantially  in  the
          form of Exhibit I hereto.

                     (viii)    Such other approvals, opinions  or
          documents  as  any  Lender,  through  the  Agent,   may
          reasonably request.

            SECTION   3.02.   Initial  Loan  to  Each  Designated
Subsidiary.   The  obligation of each Lender to make  an  initial
Advance  to  each Designated Subsidiary following any designation
of such Designated Subsidiary as a Borrower hereunder pursuant to
Section  9.08 is subject to the Agent's receipt on or before  the
date  of  such Initial Advance of each of the following, in  form
and  substance satisfactory to the Agent and dated such date, and
(except for the Revolving Credit Notes) in sufficient copies  for
each Lender:

          (a)  The Revolving Credit Notes of such Borrower to the
     order of the Lenders, respectively.

          (b)    Certified copies of the resolutions of the Board
     of  Directors  of  such Borrower (with a  certified  English
     translation  if  the  original thereof is  not  in  English)
     approving this Agreement and the Notes of such Borrower, and
     of all documents evidencing other necessary corporate action
     and  governmental approvals, if any, with  respect  to  this
     Agreement and such Notes.

          (c)    A  certificate of the Secretary or an  Assistant
     Secretary  of  such Borrower certifying the names  and  true
     signatures  of  the officers of such Borrower authorized  to
     sign  this Agreement and the Notes of such Borrower and  the
     other documents to be delivered hereunder.

          (d)   A certificate signed by a duly authorized officer
     of  the  Company,  dated  as of the  date  of  such  Initial
     Advance,  certifying that such Borrower shall have  obtained
     all  governmental and third party authorizations,  consents,
     approvals   (including  exchange  control   approvals)   and
     licenses  required  under applicable  laws  and  regulations
     necessary  for  such Borrower to execute  and  deliver  this
     Agreement  and  the  Notes  and to perform  its  obligations
     thereunder.

          (e)      The  Designation  Letter  of  such  Designated
     Subsidiary, substantially in the form of Exhibit E hereto.

          (f)   Evidence of the Process Agent's acceptance of its
     appointment pursuant to Section 9.13(a) as the agent of such
     Borrower, substantially in the form of Exhibit F hereto.

          (g)   A favorable opinion of counsel to such Designated
     Subsidiary,   dated  the  date  of  such  Initial   Advance,
     substantially in the form of Exhibit H hereto.

          (h)  Such other approvals, opinions or documents as any
     Lender, through the Agent, may reasonably request.

           SECTION  3.03.  Conditions Precedent to Each Revolving
Credit  Borrowing.   The  obligation of each  Lender  to  make  a
Revolving Credit Advance on the occasion of each Revolving Credit
Borrowing shall be subject to the conditions precedent  that  the
Effective  Date  shall have occurred and  on  the  date  of  such
Revolving Credit Borrowing (a) the following statements shall  be
true  (and  each  of  the  giving of  the  applicable  Notice  of
Revolving  Credit Borrowing and the acceptance  by  the  Borrower
requesting  such  Revolving Credit Borrowing of the  proceeds  of
such Revolving Credit Borrowing shall constitute a representation
and  warranty by such Borrower that on the date of such Borrowing
such statements are true):

           (i)  the representations and warranties of the Company
     contained  in  Section 4.01 (except the representations  set
     forth in the last sentence of subsection (e) thereof and  in
     subsections (f), (h)-(l) and (n) thereof) are correct on and
     as  of  the date of such Revolving Credit Borrowing,  before
     and  after  giving effect to such Revolving Credit Borrowing
     and  to the application of the proceeds therefrom, as though
     made  on and as of such date, and additionally, (A) if  such
     Revolving  Credit Borrowing shall have been requested  by  a
     Designated Subsidiary, the representations and warranties of
     such  Designated  Subsidiary contained  in  its  Designation
     Letter  are correct on and as of the date of such  Revolving
     Credit  Borrowing, before and after giving  effect  to  such
     Revolving  Credit  Borrowing and to the application  of  the
     proceeds  therefrom, as though made on and as of such  date,
     and  (B)  if  such  Revolving Credit  Borrowing  results  in
     incremental outstanding Advances or is the initial Revolving
     Credit  Borrowing  of  the Company, the representations  set
     forth  in  the  last  sentence  of  subsection  (e)  and  in
     subsections (f), (h)-(l) and (n) of Section 4.01 are correct
     on  and  as  of the date of such Revolving Credit Borrowing,
     before  and  after  giving effect to such  Revolving  Credit
     Borrowing  and to the application of the proceeds therefrom,
     as though made on and as of such date, and

           (ii) no event has occurred and is continuing, or would
     result  from  such Revolving Credit Borrowing  or  from  the
     application  of the proceeds therefrom, that  constitutes  a
     Default;

and  (b)  the  Agent  shall have received such  other  approvals,
opinions  or  documents  as  any Lender  through  the  Agent  may
reasonably request.

          SECTION 3.04.  Conditions Precedent to Each Competitive
Bid  Borrowing.  The obligation of each Lender that is to make  a
Competitive  Bid  Advance on the occasion of  a  Competitive  Bid
Borrowing  to make such Competitive Bid Advance as part  of  such
Competitive Bid Borrowing is subject to the conditions  precedent
that  (i)  the Agent shall have received the written confirmatory
Notice of Competitive Bid Borrowing with respect thereto, (ii) on
or  before the date of such Competitive Bid Borrowing, but  prior
to  such Competitive Bid Borrowing, the Agent shall have received
a  Competitive Bid Note payable to the order of such  Lender  and
substantially in the form of Exhibit A-2 hereto for each  of  the
one or more Competitive Bid Advances to be made by such Lender as
part  of  such  Competitive Bid Borrowing, in a principal  amount
equal  to the principal amount of the Competitive Bid Advance  to
be  evidenced thereby and otherwise on such terms as were  agreed
to   for   such  Competitive  Bid  Advance  in  accordance   with
Section  2.03,  and  (iii) on the date of  such  Competitive  Bid
Borrowing the following statements shall be true (and each of the
giving of the applicable Notice of Competitive Bid Borrowing  and
the  acceptance  by the Borrower requesting such Competitive  Bid
Borrowing of the proceeds of such Competitive Bid Borrowing shall
constitute a representation and warranty by such Borrower that on
the  date  of such Competitive Bid Borrowing such statements  are
true):

           (a)  the representations and warranties of the Company
     contained  in  Section 4.01 (except the representations  set
     forth in the last sentence of subsection (e) thereof and  in
     subsections (f), (h)-(l) and (n) thereof) are correct on and
     as of the date of such Competitive Bid Borrowing, before and
     after giving effect to such Competitive Bid Borrowing and to
     the application of the proceeds therefrom, as though made on
     and  as of such date, and, if such Competitive Bid Borrowing
     shall  have  been requested by a Designated Subsidiary,  the
     representations and warranties of such Designated Subsidiary
     contained in its Designation Letter are correct on and as of
     the date of such Competitive Bid Borrowing, before and after
     giving  effect to such Competitive Bid Borrowing and to  the
     application of the proceeds therefrom, as though made on and
     as of such date,

           (b)  no event has occurred and is continuing, or would
     result  from  such  Competitive Bid Borrowing  or  from  the
     application  of the proceeds therefrom, that  constitutes  a
     Default, and

           (c)  no event has occurred and no circumstance exists
     as  a  result  of  which  the  information  concerning  such
     Borrower that has been provided to the Agent and each Lender
     by  such  Borrower in connection herewith would  include  an
     untrue  statement of a material fact or omit  to  state  any
     material  fact  necessary to make the  statements  contained
     therein, in the light of the circumstances under which  they
     were made, not misleading,

and  (iv)  the  Agent shall have received such  other  approvals,
opinions  or  documents  as  any Lender  through  the  Agent  may
reasonably request.

           SECTION 3.05. Determinations Under Section 3.01.   For
purposes  of determining compliance with the conditions specified
in  Section  3.01, each Lender shall be deemed to have  consented
to, approved or accepted or to be satisfied with each document or
other  matter required thereunder to be consented to or  approved
by or acceptable or satisfactory to the Lenders unless an officer
of  the  Agent  responsible for the transactions contemplated  by
this  Agreement shall have received notice from such Lender prior
to  the  date  that  the  Company,  by  notice  to  the  Lenders,
designates  as  the  proposed  Effective  Date,  specifying   its
objection  thereto.  The Agent shall promptly notify the  Lenders
of the occurrence of the Effective Date.

                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

           SECTION 4.01.  Representations and Warranties  of  the
Borrower.  The Company represents and warrants as follows:

           (a)   The  Company  is a corporation  duly  organized,
     validly existing and in good standing under the laws of  the
     State of Delaware.

           (b)   The execution, delivery and performance  by  the
     Company of this Agreement and the Notes of the Company,  and
     the  consummation  of the transactions contemplated  hereby,
     are  within the Company's corporate powers, have  been  duly
     authorized by all necessary corporate action, and do not and
     will not cause or constitute a violation of any provision of
     law  or  regulation or any provision of the  Certificate  of
     Incorporation  or By-Laws of the Company or  result  in  the
     breach  of,  or constitute a default or require any  consent
     under,  or  result in the creation of any  lien,  charge  or
     encumbrance upon any of the properties, revenues, or  assets
     of the Company pursuant to, any indenture or other agreement
     or  instrument to which the Company is a party or  by  which
     the Company or its property may be bound or affected.

          (c)  No authorization, consent, approval (including any
     exchange control approval), license or other action by,  and
     no   notice   to  or  filing  or  registration   with,   any
     governmental authority, administrative agency or  regulatory
     body  or  any  other  third party is required  for  the  due
     execution, delivery and performance by the Company  of  this
     Agreement or the Notes of the Company.

          (d)    This  Agreement has been, and each of the  Notes
     when  delivered hereunder will have been, duly executed  and
     delivered  by the Company.  This Agreement is, and  each  of
     the  Notes of the Company when delivered hereunder will  be,
     the  legal,  valid  and binding obligation  of  the  Company
     enforceable  against  the Company in accordance  with  their
     respective terms, except to the extent that such enforcement
     may  be  limited  by applicable bankruptcy,  insolvency  and
     other similar laws affecting creditors' rights generally.

          (e)   The Consolidated balance sheet of the Company and
     its  Consolidated Subsidiaries as at December 31, 1994,  and
     the related Consolidated statements of income and cash flows
     of  the  Company and its Consolidated Subsidiaries  for  the
     fiscal  year  then  ended (together with the  notes  to  the
     financial  statements  of the Company and  its  Consolidated
     Subsidiaries and the Consolidated statements of  cash  flows
     of   the   Company   and  its  Consolidated   Subsidiaries),
     accompanied  by  an  opinion  of  one  or  more   nationally
     recognized  firms of independent public accountants,  copies
     of  which have been furnished to each Lender, are materially
     complete  and  correct, and fairly present the  Consolidated
     financial  condition  of the Company  and  its  Consolidated
     Subsidiaries as at such date and the Consolidated results of
     the   operations   of  the  Company  and  its   Consolidated
     Subsidiaries  for  the period ended on  such  date,  all  in
     accordance  with  GAAP  consistently  applied,   except   as
     otherwise  noted  therein; the Company and its  Consolidated
     Subsidiaries   do  not  have  on  such  date  any   material
     contingent  liabilities,  liabilities  for  taxes,   unusual
     forward   or   long-term  commitments   or   unrealized   or
     anticipated losses from any unfavorable commitments,  except
     as  referred to or reflected or provided for in such balance
     sheet  or the notes thereto as at such date.  Since December
     31, 1994, there has been no Material Adverse Change.

          (f)      There   is  no  action,  suit,  investigation,
     litigation or proceeding, including, without limitation, any
     Environmental  Action, pending or to the  knowledge  of  the
     Company  Threatened  affecting the Company  or  any  of  its
     Subsidiaries  before  any  court,  governmental  agency   or
     arbitrator that (i) is reasonably likely to have a  Material
     Adverse  Effect  (other than the Disclosed  Litigation),  or
     (ii)   purports   to  affect  the  legality,   validity   or
     enforceability  of  this  Agreement  or  any  Note  or   the
     consummation  of the transactions contemplated  hereby,  and
     there has been no adverse change in the status, or financial
     effect  on  the Company or any of its Subsidiaries,  of  the
     Disclosed Litigation from that described on Schedule 3.01(b)
     hereto.

          (g)    The  Company is not engaged in the  business  of
     extending  credit for the purpose of purchasing or  carrying
     margin  stock (within the meaning of Regulation U issued  by
     the  Board of Governors of the Federal Reserve System),  and
     no proceeds of any Advance will be used to purchase or carry
     any  margin  stock  or to extend credit to  others  for  the
     purpose of purchasing or carrying any margin stock.

          (h)      The  Company  and  each  wholly-owned   direct
     Subsidiary of the Company have, in the aggregate, met  their
     minimum  funding  requirements under ERISA with  respect  to
     their  Plans in all material respects and have not  incurred
     any  material  liability to the PBGC,  other  than  for  the
     payment of premiums, in connection with such Plans.

          (i)    No  ERISA  Event has occurred or  is  reasonably
expected to occur with respect to any Plan of the Company or  any
of  its  ERISA  Affiliates that has resulted in or is  reasonably
likely to result in a material liability of the Company or any of
its ERISA Affiliates.

          (j)    The Schedules B (Actuarial Information)  to  the
1993  annual reports (Form 5500 Series) with respect to each Plan
of  the  Company or any of its ERISA Affiliates, copies of  which
have been filed with the Internal Revenue Service (and which will
be  furnished to any Bank through the Administrative  Agent  upon
the  request of such Bank through the Administrative Agent to the
Company), are complete and accurate in all material respects  and
fairly  present  in all material respects the funding  status  of
such Plans at such date, and since the date of each such Schedule
B there has been no material adverse change in funding status.

          (k)     Neither  the  Company  nor  any  of  its  ERISA
Affiliates  has  incurred  or reasonably  expects  to  incur  any
Withdrawal  Liability  to any Multiemployer  Plan  in  an  annual
amount exceeding 6% of Net Tangible Assets of the Company and its
Consolidated Subsidiaries.

          (l)     Neither  the  Company  nor  any  of  its  ERISA
Affiliates  has  been notified by the sponsor of a  Multiemployer
Plan  that  such Multiemployer Plan is in reorganization  or  has
been  terminated, within the meaning of Title IV  of  ERISA.   No
such   Multiemployer  Plan  is  reasonably  expected  to  be   in
reorganization or to be terminated, within the meaning  of  Title
IV  of  ERISA,  in  a reorganization or termination  which  might
reasonably be expected to result in a liability of the Company in
an amount in excess of $5,000,000.

          (m)    The  Company is not, and immediately  after  the
application by the Company of the proceeds of each Loan will  not
be,  (a)  an  "investment  company" within  the  meaning  of  the
Investment  Company Act of 1940, as amended, or  (b)  a  "holding
company" within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

          (n)    To  the  best  of the Company's  knowledge,  the
     operations   and   properties  of  the   Company   and   its
     Subsidiaries  taken  as  a  whole  comply  in  all  material
     respects   with   all  Environmental  Laws,  all   necessary
     Environmental  Permits have been applied for  or  have  been
     obtained and are in effect for the operations and properties
     of  the Company and its Subsidiaries and the Company and its
     Subsidiaries are in compliance in all material respects with
     all   such  Environmental  Permits.   To  the  best  of  the
     Company's  knowledge no circumstances exist  that  would  be
     reasonably  likely  to form the basis  of  an  Environmental
     Action against the Company or any of its Subsidiaries or any
     of  their  properties  that could have  a  Material  Adverse
     Effect.

                           ARTICLE V

                   COVENANTS OF THE BORROWER

           SECTION 5.01.  Affirmative Covenants.  So long as  any
Advance  shall  remain  unpaid  or  any  Lender  shall  have  any
Commitment hereunder, the Company will:

          (a)  Compliance with Laws, Etc.  Comply, and cause each
     Designated  Subsidiary to comply with all  applicable  laws,
     rules,  regulations and orders, such compliance to  include,
     without  limitation, compliance with ERISA and Environmental
     Laws  as  provided in Section 5.01(j), if failure to  comply
     with such requirements would have a Material Adverse Effect.

           (b)   Payment  of Taxes, Etc.  Pay and discharge,  and
     cause  each Designated Subsidiary to pay and discharge,  all
     taxes,   assessments  and  governmental  charges  or  levies
     imposed upon it or on its income or profits or upon  any  of
     its  property; provided, however, that neither  the  Company
     nor  any  of its Subsidiaries shall be required  to  pay  or
     discharge any such tax, assessment, charge or claim that  is
     being contested in good faith and by proper proceedings  and
     as to which appropriate reserves are being maintained.

           (c)   Maintenance of Insurance.  Maintain,  and  cause
     each  Designated  Subsidiary  to  maintain,  insurance  with
     responsible    and   reputable   insurance   companies    or
     associations in such amounts and covering such risks  as  is
     usually  carried by companies engaged in similar  businesses
     and  owning similar properties in the same general areas  in
     which the Company or such Subsidiary operates.

           (d)     Preservation  of  Corporate  Existence,   Etc.
     Preserve  and maintain, and cause each Designated Subsidiary
     to  preserve and maintain, its corporate existence  and  all
     its  material rights (charter and statutory) privileges  and
     franchises;  provided, however, that the  Company  and  each
     Designated    Subsidiary   may   consummate   any    merger,
     consolidation   or   sale   of   assets   permitted    under
     Section 5.02(b).

           (e)   Visitation Rights.  At any reasonable  time  and
     from time to time, permit the Agent or any of the Lenders or
     any  agents or representatives thereof, to examine and  make
     copies  of  and  abstracts from the  records  and  books  of
     account of, and visit the properties of, the Company and any
     Designated Subsidiary, and to discuss the affairs,  finances
     and  accounts  of the Company and any Designated  Subsidiary
     with  any  of  their officers or directors  and  with  their
     independent certified public accountants.

           (f) Keeping of Books.  Keep, and cause each Designated
     Subsidiary  to keep, proper books of record and account,  in
     which  full  and  correct  entries  shall  be  made  of  all
     financial  transactions and the assets and business  of  the
     Company  and  each Designated Subsidiary in accordance  with
     generally accepted accounting principles in effect from time
     to time.

           (g)   Maintenance  of Properties, Etc.   Maintain  and
     preserve,  and cause each Designated Subsidiary to  maintain
     and  preserve, all of its properties that are used or useful
     in  the  conduct of its business in good working  order  and
     condition,  ordinary  wear  and  tear  excepted;   provided,
     however,  that neither the Company nor any of its Designated
     Subsidiaries  shall be required to maintain or preserve  any
     property  if  the  failure  to  maintain  or  preserve  such
     property shall not have a Material Adverse Effect.

           (h)   Reporting Requirements.  Furnish  to  the  Agent
     (with  a  copy for each Lender) and the Agent shall promptly
     forward the same to the Lenders:

                     (i)   as soon as available and in any  event
          within 60 days after the end of each of the first three
          quarters  of  each  fiscal  year  of  the  Company,   a
          Consolidated  balance  sheet of  the  Company  and  its
          Consolidated Subsidiaries as of the end of such quarter
          and  a  Consolidated statement of income and cash flows
          of  the  Company and its Consolidated Subsidiaries  for
          the period commencing at the end of the previous fiscal
          year  and ending with the end of such quarter,  setting
          forth   in   each   case   in  comparative   form   the
          corresponding figures as of the corresponding date  and
          for  the  corresponding period of the preceding  fiscal
          year,  all  in reasonable detail and certified  by  the
          principal   financial  officer,  principal   accounting
          officer,  the  Vice-President  and  Treasurer   or   an
          Assistant  Treasurer of the Company, subject,  however,
          to  year-end  auditing adjustments,  which  certificate
          shall  include  a statement that such  officer  has  no
          knowledge,  except  as  specifically  stated,  of   any
          condition,  event or act which constitutes  a  Default.
          Simultaneously therewith, the Company shall  furnish  a
          calculation, in reasonable detail, as at the end of the
          respective  fiscal  quarter,  demonstrating  compliance
          with Section 5.02(c);

                     (ii)  as soon as available and in any  event
          within  120 days after the end of each fiscal  year  of
          the  Company,  a  Consolidated  balance  sheet  of  the
          Company and its Consolidated Subsidiaries as of the end
          of  such  fiscal  year  and  the  related  Consolidated
          statements of income and cash flows of the Company  and
          its  Consolidated  Subsidiaries for  such  fiscal  year
          setting  forth  in  each case in comparative  form  the
          corresponding figures as of the close of  and  for  the
          preceding  fiscal  year, all in reasonable  detail  and
          accompanied   by  an  opinion  of  independent   public
          accountants  of nationally recognized standing,  as  to
          said  financial  statements and a  certificate  of  the
          principal   financial  officer,  principal   accounting
          officer,  the  Vice-President  and  Treasurer   or   an
          Assistant  Treasurer of the Company stating  that  such
          officer   has  no  knowledge,  except  as  specifically
          stated,   of   any  condition,  event  or   act   which
          constitutes  a Default.  Simultaneously therewith,  the
          Company  shall  furnish  a calculation,  in  reasonable
          detail,  as  at  the  end  of each  such  fiscal  year,
          demonstrating compliance with Section 5.02(c);

                     (iii)      copies of the Forms 8-K and  10-K
          reports  (or  similar  reports) which  the  Company  is
          required  to  file  with  the Securities  and  Exchange
          Commission  of  the United States of America,  promptly
          after the filing thereof;

                     (iv) copies of each annual report, quarterly
          report,  special  report or proxy statement  mailed  to
          substantially all of the stockholders of  the  Company,
          promptly after the mailing thereof to the stockholders;

                     (v)   immediate notice of the occurrence  of
          any  Default of which the principal financial  officer,
          principal  accounting officer, the  Vice-President  and
          Treasurer  or  an Assistant Treasurer  of  the  Company
          shall have knowledge;

                     (vi)  as soon as available and in any  event
          within  15  days after the Company or any of its  ERISA
          Affiliates knows or has reason to know that  any  ERISA
          Event has occurred, a statement of a senior officer  of
          the Company with responsibility for compliance with the
          requirements of ERISA describing such ERISA  Event  and
          the  action,  if any, which the Company or  such  ERISA
          Affiliate proposes to take with respect thereto;

                     (vii)      at  the  request of  any  Lender,
          promptly  after  the filing thereof with  the  Internal
          Revenue   Service,  copies  of  Schedule  B  (Actuarial
          Information)  to each annual report (Form 5500  series)
          filed  by  the  Company or any of its ERISA  Affiliates
          with respect to each Plan;

                     (viii)    promptly after receipt thereof  by
          the  Company or any of its ERISA Affiliates, copies  of
          each  notice  from  the PBGC stating its  intention  to
          terminate  any Plan or to have a trustee  appointed  to
          administer any Plan;

                     (ix) promptly after such request, such other
          documents and information relating to any Plan  as  any
          Lender may reasonably request from time to time;

                     (x)   promptly and in any event within  five
          Business  Days after receipt thereof by the Company  or
          any  of  its  ERISA Affiliates from the  sponsor  of  a
          Multiemployer  Plan, copies of each  notice  concerning
          (A)  (x) the imposition of Withdrawal Liability  in  an
          amount in excess of $5,000,000 with respect to any  one
          Multiemployer Plan or in an aggregate amount in  excess
          of  $25,000,000 with respect to all such  Multiemployer
          Plans   within  any  one  calendar  year  or  (y)   the
          reorganization  or termination, within the  meaning  of
          Title  IV of ERISA, of any Multiemployer Plan that  has
          resulted  or might reasonably be expected to result  in
          Withdrawal  Liability  in  an  amount  in   excess   of
          $5,000,000 or of all such Multiemployer Plans that  has
          resulted  or might reasonably be expected to result  in
          Withdrawal Liability in an aggregate amount  in  excess
          of $25,000,000 within any one calendar year and (B) the
          amount  of liability incurred, or that may be incurred,
          by  the  Company  or  any of its  ERISA  Affiliates  in
          connection  with any event described in such  subclause
          (x) or (y);

                    (xi) promptly after the commencement thereof,
          notice of all actions and proceedings before any court,
          governmental   agency  or  arbitrator   affecting   the
          Borrower  or  any  Designated Subsidiary  of  the  type
          described in Section 4.01(f); and

                     (xii)      from  time to time  such  further
          information  respecting  the  financial  condition  and
          operations of the Company and its Subsidiaries  as  any
          Lender may from time to time reasonably request.

          (i)  Authorizations.  Obtain, and cause each Designated
     Subsidiary to obtain,  at any time and from time to time all
     authorizations,  licenses, consents or approvals  (including
     exchange  control approvals) as shall now  or  hereafter  be
     necessary  or desirable under applicable law or  regulations
     in  connection  with  its  making and  performance  of  this
     Agreement  and,  upon  the request of any  Lender,  promptly
     furnish to such Lender copies thereof.

           (j)  Compliance with Environmental Laws.  Comply,  and
     cause  each  of its Subsidiaries and all lessees  and  other
     Persons operating or occupying its properties to comply,  in
     all  material  respects,  with all applicable  Environmental
     Laws  and Environmental Permits; obtain and renew and  cause
     each   of   its  Subsidiaries  to  obtain  and   renew   all
     Environmental  Permits  necessary  for  its  operations  and
     properties;  and conduct, and cause each of its Subsidiaries
     to  conduct, any investigation, study, sampling and testing,
     and undertake any cleanup, removal, remedial or other action
     necessary  to  remove  and clean up all Hazardous  Materials
     from   any  of  its  properties,  in  accordance  with   the
     requirements  of all Environmental Laws; provided,  however,
     that  neither the Company nor any of its Subsidiaries  shall
     be required to undertake any such cleanup, removal, remedial
     or  other action to the extent that its obligation to do  so
     is  being  contested in good faith and by proper proceedings
     and  appropriate reserves are being maintained with  respect
     to such circumstances.

           (k)   Change of Control.  If a Change of Control shall
     occur,   within  ten  calendar  days  after  the  occurrence
     thereof,  provide the Agent with notice thereof,  describing
     therein  in  reasonable detail the facts  and  circumstances
     giving rise to such Change in Control.

           SECTION  5.02.  Negative Covenants.  So  long  as  any
Advance  shall  remain  unpaid  or  any  Lender  shall  have  any
Commitment hereunder, the Company will not:

          (a)  Liens, Etc.  Issue, assume or guarantee, or permit
     any of its Subsidiaries owning Restricted Property to issue,
     assume  or guarantee, any Debt secured by Liens on  or  with
     respect  to  any  Restricted  Property  without  effectively
     providing  that  its obligations to the Lenders  under  this
     Agreement and any of the Notes shall be secured equally  and
     ratably  with  such Debt so long as such Debt  shall  be  so
     secured, except that the foregoing shall not apply to:

                     (i)  Liens affecting property of the Company
          or  any  of  its Subsidiaries existing on the Effective
          Date  in  effect  as  of  the date  hereof  or  of  any
          corporation   existing  at  the  time  it   becomes   a
          Subsidiary of the Company or at the time it  is  merged
          into  or  consolidated with the Company or a Subsidiary
          of the Company;

                     (ii) Liens on property of the Company or its
          Subsidiaries  existing  at  the  time  of   acquisition
          thereof  or incurred to secure the payment  of  all  or
          part  of  the purchase price thereof or to secure  Debt
          incurred  prior to, at the time of or within 24  months
          after  acquisition thereof for the purpose of financing
          all or part of the purchase price thereof;

                    (iii)     Liens on property of the Company or
          its  Subsidiaries (in the case of property that is,  in
          the  opinion of the Board of Directors of the  Company,
          substantially  unimproved for the use intended  by  the
          Company)  to  secure  all  or  part  of  the  cost   of
          improvement  thereof,  or to secure  Debt  incurred  to
          provide funds for any such purpose;

                     (iv) Liens which secure only Debt owing by a
          Subsidiary of the Company to the Company or to  another
          Subsidiary of the Company;

                     (v)  Liens in favor of the United States  of
          America,  any  State,  any  foreign  country,  or   any
          department,   agency,  instrumentality,  or   political
          subdivisions  of  any  such  jurisdiction,  to   secure
          partial,  progress, advance or other payments  pursuant
          to  any  contract  or  statute or to  secure  any  Debt
          incurred  for the purpose of financing all or any  part
          of  the  purchase  price  or cost  of  constructing  or
          improving  the  property  subject  thereto,  including,
          without  limitation,  Liens  to  secure  Debt  of   the
          pollution control or industrial revenue bond type; or

                     (vi)  any  extension, renewal or replacement
          (or  successive  extensions, renewals or replacements),
          in  whole  or in part, of any Lien referred to  in  the
          foregoing  clauses  (i) to (v) inclusive  of  any  Debt
          secured thereby, provided that the principal amount  of
          Debt  secured  thereby shall not exceed  the  principal
          amount  of  Debt  so  secured  at  the  time  of   such
          extension,  renewal  or  replacement,  and  that   such
          extension, renewal or replacement Lien shall be limited
          to  all or part of the property which secured the  Lien
          extended,  renewed  or replaced (plus  improvements  on
          such property);

     provided,  however, that, the Company and any  one  or  more
     Subsidiaries owning Restricted Property may issue, assume or
     guarantee  Debt  secured by Liens which would  otherwise  be
     subject  to  the  foregoing  restrictions  in  an  aggregate
     principal   amount  which,  together  with   the   aggregate
     outstanding  principal  amount of  all  other  Debt  of  the
     Company and its Subsidiaries owning Restricted Property that
     would  otherwise  be  subject to the foregoing  restrictions
     (not including Debt permitted to be secured under clause (i)
     through (vi) above) and the aggregate value of the Sale  and
     Leaseback Transactions in existence at such time,  does  not
     at any one time exceed 10% of the Net Tangible Assets of the
     Company  and  its  Consolidated Subsidiaries;  and  provided
     further  that  the  following  type  of  transaction,  among
     others, shall not be deemed to create Debt secured by Liens:
     Liens required by any contract or statute in order to permit
     the  Company  or  any  of its Subsidiaries  to  perform  any
     contract or subcontract made by it with or at the request of
     the  United  States of America, any foreign country  or  any
     department,  agency  or  instrumentality  of  any   of   the
     foregoing jurisdictions.

           (b)  Mergers, Etc.  Merge or consolidate with or into,
     or  convey, transfer, lease or otherwise dispose of (whether
     in  one  transaction or in a series of transactions) all  or
     substantially  all  of  its assets  (whether  now  owned  or
     hereafter acquired) to, any Person; provided, however,  that
     the  Company may merge or consolidate with any other  Person
     so  long as the Company is the surviving corporation and  so
     long as no Default shall have occurred and be continuing  at
     the  time  of  such  proposed transaction  or  would  result
     therefrom.

           (c)  Interest Coverage.  At any time, permit the ratio
     of:   (i)  aggregate Income From Operations  (excluding  the
     amortization of goodwill and intangible assets and including
     income  from  securities purchased to invest  the  Company's
     cash  position and cash distributions from any Person  whose
     results  have been accounted for by the equity  method)  for
     the  four most recent fiscal quarters for which Consolidated
     statements of income have been delivered pursuant to clauses
     (i)  or  (ii) of Section 5.01(h) to (ii) aggregate  Interest
     and  Other Financial Charges (including the amortization  of
     debt   discount  and  excluding  interest  for   tax   audit
     assessments) for such four most recent fiscal quarters to be
     less  than  2 to 1.  For purposes hereof, the terms  "Income
     From  Operations" and "Interest and Other Financial Charges"
     shall  be  determined for the Company and  its  Consolidated
     Subsidiaries  in  accordance with GAAP as  provided  for  in
     Section 1.03.

          (d)  Indebtedness of Domestic Subsidiaries.  Permit the
     amount  of  Debt  incurred by its Domestic  Subsidiaries  to
     exceed  $500,000,000; provided, however, that the  following
     shall  not  be included in determining compliance  with  the
     covenant contained in the preceding sentence:

                     (i)   Debt of a Domestic Subsidiary  of  the
          Company  owed  to the Company or another Subsidiary  of
          the Company;

                    (ii) Debt existing on the Effective Date (the
          "Existing  Debt"), and any Debt extending the  maturity
          of, or renewing or replacing (or successive extensions,
          renewals  or replacements), in whole or in  part,  such
          Debt; and

                    (iii)         Debt  incurred  by  a  Domestic
          Subsidiary of the Company prior to the date it became a
          Subsidiary  of the Company (and any extension,  renewal
          or  replacement (or successive extensions, renewals  or
          replacements) in whole of in part thereof).

                           ARTICLE VI

                       EVENTS OF DEFAULT

           SECTION  6.01.   Events of Default.   If  any  of  the
following  events  ("Events  of  Default")  shall  occur  and  be
continuing:

          (a)  Any Borrower shall fail to pay:  (i) any principal
     of  any Advance when the same becomes due and payable;  (ii)
     any  facility  fees or any interest on any  Advance  payable
     under this Agreement or any Note within three Business  Days
     after  the same becomes due and payable; or (iii) any  other
     fees  or other amounts payable under this Agreement  or  the
     Notes  within 30 days after the same becomes due and payable
     other  than those fees and amounts the liabilities for which
     are being contested in good faith by such Borrower and which
     have been placed in Escrow by such Borrower; or

           (b)   Any  representation or warranty made (or  deemed
     made) by any Borrower (or any of its officers) in connection
     with  this Agreement or by any Designated Subsidiary in  the
     Designation   Letter  pursuant  to  which  such   Designated
     Subsidiary became a Borrower hereunder shall prove  to  have
     been  incorrect in any material respect when made (or deemed
     made); or

          (c)  The Company shall repudiate its obligations under,
     or  shall  default in the due performance or observance  of,
     any term, covenant or agreement contained in Article VII  of
     this Agreement; or

          (d)  (i)   The Company shall fail to perform or observe
     any  other term, covenant or agreement contained in  Section
     5.02(a) or (c) and such failure shall remain unremedied  for
     a period of 30 days after any Lender shall have given notice
     thereof  to  the Company (through the Agent),  or  (ii)  the
     Company  or any other Borrower shall fail to perform  or  to
     observe  any other term, covenant or agreement contained  in
     this  Agreement on its part to be performed or observed  and
     such failure shall remain unremedied for a period of 30 days
     after  any  Lender shall have given notice  thereof  to  the
     relevant Borrower or, in the case of the Company, any of the
     principal   financial  officer,  the  principal   accounting
     officer,  the  Vice-President and Treasurer or an  Assistant
     Treasurer  of  the  Company, and in the case  of  any  other
     Borrower,a responsible officer of such Borrower,  first  has
     knowledge of such failure; or

           (e)   (i)  The  Company or any of its Consolidated  or
     Designated  Subsidiaries shall fail to pay any principal  of
     or  premium or interest on any Debt (other than Debt owed to
     the  Company  or  its  Subsidiaries or Affiliates)  that  is
     outstanding in a principal amount of at least $25,000,000 in
     the aggregate (but excluding Debt outstanding hereunder)  of
     the  Company or such Subsidiary (as the case may  be),  when
     the  same  becomes  due  and payable (whether  by  scheduled
     maturity,  required  prepayment,  acceleration,  demand   or
     otherwise),  and  such  failure  shall  continue  after  the
     applicable grace period, if any, specified in the  agreement
     or instrument relating to such Debt, or (ii) any other event
     shall occur or condition shall exist under any agreement  or
     instrument  relating  to any such Debt  and  shall  continue
     after the applicable grace period, if any, specified in such
     agreement  or  instrument, if the effect of  such  event  or
     condition  is  to accelerate, or to permit the  acceleration
     of,  the maturity of such Debt, or (iii) any such Debt shall
     be declared to be due and payable, or required to be prepaid
     or  redeemed  (other than by a regularly scheduled  required
     prepayment  or  redemption), purchased or  defeased,  or  an
     offer to prepay, redeem, purchase or defease such Debt shall
     be  required  to be made, in each case prior to  the  stated
     maturity  thereof; provided, however, that, for purposes  of
     this  Section 6.0l(e), in the case of (x) Debt of any Person
     (other   than   the  Company  or  one  of  its  Consolidated
     Subsidiaries) which the Company has guaranteed and (y)  Debt
     of   Persons  (other  than  the  Company  or  one   of   its
     Consolidated Subsidiaries) the payment of which  is  secured
     by  a  Lien  on property of the Company or such  Subsidiary,
     such Debt shall be deemed to have not been paid when due  or
     to  have  been declared to be due and payable only when  the
     Company  or such Subsidiary, as the case may be, shall  have
     failed  to  pay  when  due  any amount  which  it  shall  be
     obligated  to  pay  with  respect  to  such  Debt;  provided
     further, however, that any event or occurrence described  in
     this subsection (e) shall not be an Event of Default if  (A)
     such  event  or  occurrence  relates  to  the  Debt  of  any
     Subsidiary  of  the  Company located in  China,  India,  the
     Commonwealth  of Independent States or Turkey (collectively,
     the "Exempt Countries"), (B) such Debt is not guaranteed  or
     supported in any legally enforceable manner by any  Borrower
     or  by  any  Subsidiary or Affiliate of the Company  located
     outside  the Exempt Countries, (C) such event or  occurrence
     is  due  to  the direct or indirect action of any government
     entity  or  agency in any Exempt Country and (D) as  of  the
     last  day of the calendar quarter immediately preceding such
     event  or occurrence, the book value of the assets  of  such
     Subsidiary  does  not exceed $80,000,000 and  the  aggregate
     book  value of the assets of all Subsidiaries of the Company
     located in Exempt Countries the Debt of which would cause an
     Event of Default to occur but for the effect of this proviso
     does not exceed $300,000,000; or

            (f)   The  Company  or  any  of  its  Designated   or
     Consolidated Subsidiaries shall generally not pay its  debts
     as  such  debts  become due, or shall admit in  writing  its
     inability  to  pay  its debts generally,  or  shall  make  a
     general  assignment  for the benefit of  creditors;  or  any
     proceeding shall be instituted by or against the Company  or
     any such Subsidiaries seeking to adjudicate it a bankrupt or
     insolvent,    or    seeking   liquidation,    winding    up,
     reorganization, arrangement, adjustment, protection, relief,
     or  composition of it or its debts under any law relating to
     bankruptcy,  insolvency  or  reorganization  or  relief   of
     debtors, or seeking the entry of an order for relief or  the
     appointment  of  a  receiver, trustee,  custodian  or  other
     similar official for it or for any substantial part  of  its
     property  and, in the case of any such proceeding instituted
     against   it  (but  not  instituted  by  it),  either   such
     proceeding shall remain undismissed or unstayed for a period
     of  30 days, or any of the actions sought in such proceeding
     (including,  without limitation, the entry of an  order  for
     relief  against, or the appointment of a receiver,  trustee,
     custodian  or  other similar official for,  it  or  for  any
     substantial  part  of  its property)  shall  occur;  or  the
     Company  or  any such Subsidiaries shall take any  corporate
     action  to authorize any of the actions set forth  above  in
     this  subsection (f); provided, however, that any  event  or
     occurrence described in this subsection (f) shall not be  an
     Event of Default if (A) such event or occurrence relates  to
     any  Subsidiary of the Company located in an Exempt Country,
     (B)  the  Debt  of  such  Subsidiary is  not  guaranteed  or
     supported in any legally enforceable manner by any  Borrower
     or  by  any  Subsidiary or Affiliate of the Company  located
     outside  the Exempt Countries, (C) such event or  occurrence
     is  due  to  the direct or indirect action of any government
     entity  or  agency in any Exempt Country and (D) as  of  the
     last  day of the calendar quarter immediately preceding such
     event  or occurrence, the book value of the assets  of  such
     Subsidiary  does  not exceed $80 million and  the  aggregate
     book  value of the assets of all Subsidiaries of the Company
     located  in  Exempt  Countries with  respect  to  which  the
     happening  of  the events or occurrences described  in  this
     subsection (f) would cause an Event of Default to occur  but
     for the effect of this proviso does not exceed $300,000,000;
     or

           (g)  Any judgment or order for the payment of money in
     excess  of $25,000,000 shall be rendered against the Company
     or any of its Subsidiaries and enforcement proceedings shall
     have  been  commenced by any creditor upon such judgment  or
     order  and there shall be any period of 10 consecutive  days
     during  which  a  stay of enforcement of  such  judgment  or
     order, by reason of a pending appeal or otherwise, shall not
     be  in effect; provided, however, that any such judgment  or
     order   shall  not  be  an  Event  of  Default  under   this
     Section  6.01(g) if (A) such judgment or order  is  rendered
     against  any Subsidiary of the Company located in an  Exempt
     Country,  (B) the Debt of such Subsidiary is not  guaranteed
     or  supported  in  any  legally enforceable  manner  by  any
     Borrower  or  by any Subsidiary or Affiliate of the  Company
     located  outside the Exempt Countries, (C) such judgment  or
     order  is  due  to  the  direct or indirect  action  of  any
     government entity or agency in any Exempt Country and (D) as
     of   the  last  day  of  the  calendar  quarter  immediately
     preceding  the  tenth consecutive day  of  the  stay  period
     referred  to  above, the book value of the  assets  of  such
     Subsidiary  does  not exceed $80,000,000 and  the  aggregate
     book  value of the assets of all Subsidiaries of the Company
     located in Exempt Countries the judgments and orders against
     which  would cause an Event of Default to occur but for  the
     effect of this proviso does not exceed $300,000,000; or

           (h)   Any  non-monetary judgment  or  order  shall  be
     rendered against the Company or any of its Subsidiaries that
     is  reasonably likely to have a Material Adverse Effect, and
     enforcement  proceedings shall have been  commenced  by  any
     Person  upon such judgment or order and there shall  be  any
     period  of  10  consecutive days  during  which  a  stay  of
     enforcement  of  such  judgment or order,  by  reason  of  a
     pending appeal or otherwise, shall not be in effect; or

           (i)   Any  license, consent, authorization or approval
     (including  exchange  control approvals)  now  or  hereafter
     necessary to enable the Company or any Designated Subsidiary
     to  comply with its obligations herein or under the Notes of
     such   Borrower  shall  be  modified,  revoked,   withdrawn,
     withheld or suspended; or

           (j)   (i)  Any  ERISA Event shall have  occurred  with
     respect  to  a  Plan of any Borrower or  any  of  its  ERISA
     Affiliates  and  the  sum (determined  as  of  the  date  of
     occurrence of such ERISA Event) of the Insufficiency of such
     Plan and the Insufficiency of any and all other Plans of the
     Borrowers and their ERISA Affiliates with respect  to  which
     an  ERISA Event shall have occurred and then exist  (or  the
     liability  of  the  Borrowers  and  their  ERISA  Affiliates
     related  to such ERISA Event) exceeds $25,000,000;  or  (ii)
     any  Borrower  or any of its ERISA Affiliates  shall  be  in
     default,  as  defined in Section 4219(c)(5) of  ERISA,  with
     respect  to any payment of Withdrawal Liability and the  sum
     of  the outstanding balance of such Withdrawal Liability and
     the  outstanding  balance of any other Withdrawal  Liability
     that  any  Borrower  or  any  of its  ERISA  Affiliates  has
     incurred  exceeds 6% of Net Tangible Assets of  the  Company
     and its Consolidated Subsidiaries; or (iii) any Borrower  or
     any  of its ERISA Affiliates shall have been notified by the
     sponsor of a Multiemployer Plan of such Borrower or  any  of
     its  ERISA  Affiliates that such Multiemployer  Plan  is  in
     reorganization or is being terminated, within the meaning of
     Title IV of ERISA, and as a result of such reorganization or
     termination  the  aggregate  annual  contributions  of   the
     Borrowers  and  their ERISA Affiliates to all  Multiemployer
     Plans  that  are then in reorganization or being  terminated
     have  been or will be increased over the amounts contributed
     to  such  Multiemployer Plans for the  plan  years  of  such
     Multiemployer Plans immediately preceding the plan  year  in
     which such reorganization or termination occurs by an amount
     exceeding $25,000,000; or

          (k)  Any "Event of Default" (as defined in the Facility
     A  Credit  Agreement) shall have occurred and be  continuing
     under the Facility A Credit Agreement,

then,  and  (i) in any such event (except as provided  in  clause
(ii) below), the Agent (A) shall at the request, or may with  the
consent,  of  the  Majority Lenders, by notice  to  the  Company,
declare  the  obligation of each Lender to make  Advances  to  be
terminated,  whereupon  the same shall forthwith  terminate,  and
(B)  shall  at  the  request, or may with  the  consent,  of  the
Majority  Lenders, by notice to the Company, declare  the  Notes,
all  interest  thereon and all other amounts payable  under  this
Agreement  to be forthwith due and payable, whereupon the  Notes,
all  such  interest  and all such amounts  shall  become  and  be
forthwith  due and payable, without presentment, demand,  protest
or  further notice of any kind, all of which are hereby expressly
waived by the Borrowers and (ii) in the case of the occurrence of
any  Event of Default described in clause (i) or (ii) of  Section
6.01(a),  the  Agent  shall, at the  request,  or  may  with  the
consent,  of  the Lenders which have made or assumed  under  this
Agreement  at  least  66-2/3% of the aggregate  principal  amount
(based  in  respect  of Competitive Bid Advances  denominated  in
Foreign  Currencies on the Equivalent in Dollars on the  date  of
such request) of Competitive Bid Advances then outstanding and to
whom  such  Advances are owed, by notice to the Company,  declare
the  full  unpaid  principal  of  and  accrued  interest  on  all
Competitive  Bid Advances hereunder and all other obligations  of
the  Borrowers  hereunder  to  be immediately  due  and  payable,
whereupon such Advances and such obligations shall be immediately
due  and  payable, without presentment, demand, protest or  other
further  notice  of any kind, all of which are  hereby  expressly
waived by the Borrowers; provided, however, that in the event  of
an  actual or deemed entry of an order for relief with respect to
any Borrower under the United States Bankruptcy Code of 1978,  as
amended, (x) the obligation of each Lender to make Advances shall
automatically be terminated and (y) the Notes, all such  interest
and  all  such amounts shall automatically become and be due  and
payable,  without presentment, demand, protest or any  notice  of
any  kind,  all  of  which  are hereby expressly  waived  by  the
Borrowers.

                          ARTICLE VII

                           GUARANTEE

           SECTION  7.01.  Unconditional Guarantee.  For valuable
consideration,  receipt whereof is hereby  acknowledged,  and  to
induce   each   Lender  to  make  Advances  to   the   Designated
Subsidiaries  and  to  induce the Agent  to  act  hereunder,  the
Company hereby unconditionally and irrevocably guarantees to each
Lender and the Agent that:

           (a)  the principal of and interest on each Advance  to
     each  Designated Subsidiary shall be promptly paid  in  full
     when  due  (whether at stated maturity, by  acceleration  or
     otherwise) in accordance with the terms hereof, and, in case
     of any extension of time of payment, in whole or in part, of
     such Advance, that all such sums shall be promptly paid when
     due   (whether  at  stated  maturity,  by  acceleration   or
     otherwise)  in accordance with the terms of such  extension;
     and

           (b)   all  other  amounts  payable  hereunder  by  any
     Designated  Subsidiary to any Lender or the Agent  shall  be
     promptly paid in full when due in accordance with the  terms
     hereof (the obligations of the Designated Subsidiaries under
     these subsections (a) and (b) of this Section 7.01 being the
     "Obligations").

In  addition, the Company hereby unconditionally and  irrevocably
agrees  that  upon default in the payment when  due  (whether  at
stated  maturity, by acceleration or otherwise) of any  principal
of,  or interest on, any Advance to any Designated Subsidiary  or
such  other amounts payable by any Designated Subsidiary  to  any
Lender  or  the Agent, the Company will forthwith pay  the  same,
without further notice or demand.

            SECTION  7.02.   Guarantee  Absolute.   The   Company
guarantees  that  the  Obligations  will  be  paid  strictly   in
accordance  with the terms of this Agreement, regardless  of  any
law,  regulation  or  order now or hereafter  in  effect  in  any
jurisdiction  affecting any of such terms or the  rights  of  any
Lender  or the Agent with respect thereto.  The liability of  the
Company  under this guarantee shall be absolute and unconditional
irrespective of:

           (a)   any lack of validity or enforceability  of  this
     Agreement  or  any  other agreement or  instrument  relating
     thereto;

          (b)  any change in the time, manner or place of payment
     of,  or in any other term of, all or any of the Obligations,
     or  any  other  amendment or waiver of  or  any  consent  to
     departure   from   this   Agreement   (including,    without
     limitation,  any extension of the Termination Date  pursuant
     to  Section  2.16  and any Commitment Increase  pursuant  to
     Section 2.05(e));

           (c)   any exchange, release or non-perfection  of  any
     collateral,  or  any release or amendment or  waiver  of  or
     consent to departure from any other guaranty, for all or any
     of the Obligations; or

           (d)   any  other  circumstance which  might  otherwise
     constitute  a defense available to, or a discharge  of,  the
     Company, any Borrower or a guarantor.

This  guarantee shall continue to be effective or be  reinstated,
as  the  case may be, if at any time any payment of  any  of  the
Obligations is rescinded or must otherwise be returned by any  of
the  Lenders  or  the  Agent upon the insolvency,  bankruptcy  or
reorganization  of the Company or any Borrower or otherwise,  all
as though such payment had not been made.

           SECTION  7.03.  Waivers.  The Company hereby expressly
waives  diligence, presentment, demand for payment, protest,  any
requirement that any right or power be exhausted or any action be
taken  against  any  Designated Subsidiary or against  any  other
guarantor  of all or any portion of the Advances, and  all  other
notices and demands whatsoever.

           SECTION 7.04.  Remedies.  Each of the Lenders and  the
Agent  may  pursue its respective rights and remedies under  this
Article   VII   and  shall  be  entitled  to  payment   hereunder
notwithstanding  any other guarantee of all or any  part  of  the
Advances to the Designated Subsidiaries, and notwithstanding  any
action  taken by any such Lender or the Agent to enforce  any  of
its rights or remedies under such other guarantee, or any payment
received  thereunder.  The Company hereby irrevocably waives  any
claim or other right that it may now or hereafter acquire against
any   Designated  Subsidiary  that  arises  from  the  existence,
payment,  performance or enforcement of the Company's obligations
under  this Article VII, including, without limitation, any right
of   subrogation,  reimbursement,  exoneration,  contribution  or
indemnification  and any right to participate  in  any  claim  or
remedy  of  the  Agent  or  the Lenders  against  any  Designated
Subsidiary, whether or not such claim, remedy or right arises  in
equity  or  under  contract, statute or  common  law,  including,
without  limitation,  the  right to  take  or  receive  from  the
Designated Subsidiary, directly or indirectly, in cash  or  other
property  or  by  set-off  or in any  other  manner,  payment  or
security on account of such claim, remedy or right. If any amount
shall  be  paid  to  the Company in violation  of  the  preceding
sentence at any time when all the Obligations shall not have been
paid  in full, such amount shall be held in trust for the benefit
of  the Lenders and the Agent and shall forthwith be paid to  the
Agent  for  its  own account and the accounts of  the  respective
Lenders  to  be credited and applied to the Obligations,  whether
matured  or  unmatured,  in accordance with  the  terms  of  this
Agreement,  or  to be held as collateral for any  Obligations  or
other  amounts  payable under this Agreement thereafter  arising.
The Company acknowledges that it will receive direct and indirect
benefits  from  the financing arrangements contemplated  by  this
Agreement  and  that  the waiver set forth  in  this  section  is
knowingly made in contemplation of such benefits.

           SECTION  7.05.  No Stay.  The Company agrees that,  as
between  (a) the Company and (b) the Lenders and the  Agent,  the
Obligations  of  any  Designated  Subsidiary  guaranteed  by  the
Company hereunder may be declared to be forthwith due and payable
as provided in Article VI hereof for purposes of this Article VII
by  declaration  to the Company as guarantor notwithstanding  any
stay, injunction or other prohibition preventing such declaration
as  against such Designated Subsidiary and that, in the event  of
such  declaration  to the Company as guarantor, such  Obligations
(whether  or  not due and payable by such Designated Subsidiary),
shall  forthwith  become  due  and payable  by  the  Company  for
purposes of this Article VII.

            SECTION  7.06.   Survival.   This  guarantee   is   a
continuing  guarantee  and shall (a) remain  in  full  force  and
effect until payment in full (after the Termination Date) of  the
Obligations  and all other amounts payable under  this  guaranty,
(b)  be binding upon the Company, its successors and assigns, (c)
inure  to  the  benefit  of  and be enforceable  by  each  Lender
(including each Assuming Lender and each assignee Lender pursuant
to  Section  9.07) and the Agent and their respective successors,
transferees  and assigns and (d) shall be reinstated  if  at  any
time  any  payment to a Lender or the Agent hereunder is required
to be restored by such Lender or the Agent.  Without limiting the
generality of the foregoing clause (c), each Lender may assign or
otherwise  transfer  its interest in any  Advance  to  any  other
person or entity, and such other person or entity shall thereupon
become  vested with all the rights in respect thereof granted  to
such Lender herein or otherwise.

                          ARTICLE VIII

                           THE AGENT

           SECTION 8.01.  Authorization and Action.  Each  Lender
hereby  appoints and authorizes the Agent to take such action  as
agent  on  its behalf and to exercise such powers and  discretion
under  this Agreement as are delegated to the Agent by the  terms
hereof,  together  with  such  powers  and  discretion   as   are
reasonably  incidental thereto.  As to any matters not  expressly
provided  for  by this Agreement (including, without  limitation,
enforcement or collection of the Notes), the Agent shall  not  be
required to exercise any discretion or take any action, but shall
be  required to act or to refrain from acting (and shall be fully
protected  in  so  acting or refraining  from  acting)  upon  the
instructions of the Majority Lenders, and such instructions shall
be  binding upon all Lenders and all holders of Notes;  provided,
however, that the Agent shall not be required to take any  action
that  exposes the Agent to personal liability or that is contrary
to this Agreement or applicable law.  The Agent agrees to give to
each  Lender  prompt notice of each notice given  to  it  by  any
Borrower pursuant to the terms of this Agreement.

           SECTION  8.02.   Agent's Reliance, Etc.   Neither  the
Agent  nor  any of its directors, officers, agents  or  employees
shall be liable for any action taken or omitted to be taken by it
or  them  under or in connection with this Agreement, except  for
its or their own gross negligence or willful misconduct.  Without
limitation  of  the  generality  of  the  foregoing,  the  Agent:
(a)  may treat the payee of any Note as the holder thereof  until
the  Agent  receives  and  accepts an Assignment  and  Acceptance
entered  into  by the Lender that is the payee of such  Note,  as
assignor,  and an Eligible Assignee, as assignee, as provided  in
Section  9.07;  (b)  may  consult with legal  counsel  (including
counsel  for  the  Company), independent public  accountants  and
other  experts  selected by it 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;  (c) makes no warranty or representation to  any  Lender
and  shall  not be responsible to any Lender for any  statements,
warranties or representations (whether written or oral)  made  in
or in connection with this Agreement; (d) shall not have any duty
to ascertain or to inquire as to the performance or observance of
any  of  the terms, covenants or conditions of this Agreement  on
the  part  of any Borrower or to inspect the property  (including
the  books  and  records)  of  any Borrower;  (e)  shall  not  be
responsible  to  any  Lender  for the  due  execution,  legality,
validity,  enforceability, genuineness, sufficiency or  value  of
this  Agreement  or  any other instrument or  document  furnished
pursuant  hereto; and (f) shall incur no liability  under  or  in
respect  of  this  Agreement by acting upon any notice,  consent,
certificate  or  other instrument or writing  (which  may  be  by
telecopier,  telegram or telex) believed by it to be genuine  and
signed or sent by the proper party or parties.

           SECTION 8.03.  Citibank and Affiliates.  With  respect
to its Commitment, the Advances made by it and the Note issued to
it,  Citibank  shall have the same rights and powers  under  this
Agreement as any other Lender and may exercise the same as though
it  were not the Agent; and the term "Lender" or "Lenders" shall,
unless  otherwise expressly indicated, include  Citibank  in  its
individual  capacity.   Citibank and its  Affiliates  may  accept
deposits from, lend money to, act as trustee under indentures of,
accept  investment banking engagements from and generally  engage
in   any  kind  of  business  with,  the  Company,  any  of   its
Subsidiaries  and  any  Person who may do business  with  or  own
securities  of  the  Company or any such Subsidiary,  all  as  if
Citibank  were  not  the Agent and without any  duty  to  account
therefor to the Lenders.

           SECTION  8.04.  Lender Credit Decision.   Each  Lender
acknowledges that it has, independently and without reliance upon
the  Agent  or  any  other  Lender and  based  on  the  financial
statements  referred to in Section 4.01 and such other  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 Agent 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.

           SECTION 8.05.  Indemnification.  The Lenders agree  to
indemnify the Agent (to the extent not reimbursed by a Borrower),
ratably  according  to the respective principal  amounts  of  the
Revolving  Credit  Notes then held by each  of  them  (or  if  no
Revolving  Credit  Notes are at the time outstanding  or  if  any
Revolving Credit Notes are held by Persons that are not  Lenders,
ratably   according   to   the  respective   amounts   of   their
Commitments),   from  and  against  any  and   all   liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,  costs,  expenses or disbursements of any kind  or  nature
whatsoever  that  may  be imposed on, incurred  by,  or  asserted
against  the Agent in any way relating to or arising out of  this
Agreement or any action taken or omitted by the Agent under  this
Agreement,  provided  that no Lender  shall  be  liable  for  any
portion   of  such  liabilities,  obligations,  losses,  damages,
penalties,   actions,  judgments,  suits,  costs,   expenses   or
disbursements  resulting  from the Agent's  gross  negligence  or
willful  misconduct.  Without limitation of the  foregoing,  each
Lender agrees to reimburse the Agent promptly upon demand for its
ratable  share  of any out-of-pocket expenses (including  counsel
fees)  incurred by the Agent in connection with the  preparation,
execution,  delivery, administration, modification, amendment  or
enforcement  (whether through negotiations, legal proceedings  or
otherwise)  of,  or  legal  advice  in  respect  of   rights   or
responsibilities under, this Agreement, to the  extent  that  the
Agent is not reimbursed for such expenses by a Borrower.

           SECTION 8.06.  Successor Agent.  The Agent may  resign
at  any time by giving written notice thereof to the Lenders  and
the Borrower and may be removed at any time with or without cause
by  the Majority Lenders.  The Company may at any time, by notice
to  the  Agent, propose a successor Agent (which shall  meet  the
criteria  described below) specified in such notice  and  request
that the Lenders be notified thereof by the Agent with a view  to
their  removal  of  the  Agent  and  their  appointment  of  such
successor  Agent; the Agent agrees to forward any such notice  to
the  Lenders  promptly upon its receipt by the Agent.   Upon  any
such resignation or removal, the Majority Lenders shall have  the
right  to appoint a successor Agent.  If no successor Agent shall
have  been  so appointed by the Majority Lenders, and shall  have
accepted  such  appointment, within 30 days  after  the  retiring
Agent's  giving of notice of resignation or the Majority Lenders'
removal  of the retiring Agent, then the retiring Agent  may,  on
behalf of the Lenders, appoint a successor Agent, which shall  be
a  commercial bank organized 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.  Upon the acceptance of any
appointment  as  Agent  hereunder  by  a  successor  Agent,  such
successor Agent shall thereupon succeed to and become vested with
all  the rights, powers, discretion, privileges and duties of the
retiring  Agent, and the retiring Agent shall be discharged  from
its  duties  and  obligations under this  Agreement.   After  any
retiring  Agent's resignation or removal hereunder as Agent,  the
provisions of this Article VIII shall inure to its benefit as  to
any actions taken or omitted to be taken by it while it was Agent
under this Agreement.

                           ARTICLE IX

                         MISCELLANEOUS

          SECTION 9.01.  Amendments, Etc.  No amendment or waiver
of any provision of this Agreement or the Revolving Credit Notes,
nor consent to any departure by any Borrower therefrom, shall  in
any  event  be effective unless the same shall be in writing  and
signed  by the Majority Lenders, and then such waiver or  consent
shall  be  effective only in the specific instance  and  for  the
specific  purpose  for which given; provided,  however,  that  no
amendment, waiver or consent shall, unless in writing and  signed
by  all  the Lenders, do any of the following:  (a) increase  the
Commitments  of  the  Lenders  other  than  as  provided  for  in
Section   2.05(e)  or  subject  the  Lenders  to  any  additional
obligations,  (b)  reduce the principal of, or interest  on,  the
Revolving  Credit  Notes  or any fees or  other  amounts  payable
hereunder,  (c)  postpone  any date  fixed  for  any  payment  of
principal of, or interest on, the Revolving Credit Notes  or  any
fees  or other amounts payable hereunder (other than as permitted
by  Section  2.16 to the extent any Lender consents  thereunder),
(d) release the Company from any of its obligations under Article
VII  or (e) require the duration of an Interest Period to be nine
or  twelve months if such period is not available to all Lenders;
and  provided further that no amendment, waiver or consent shall,
unless  in  writing and signed by the Agent in  addition  to  the
Lenders required above to take such action, affect the rights  or
duties of the Agent under this Agreement or any Note.

           SECTION  9.02.  Notices, Etc.  All notices  and  other
communications  provided  for  hereunder  shall  be  in   writing
(including  telecopier, telegraphic or telex  communication)  and
mailed   (return  receipt  requested),  telecopied,  telegraphed,
telexed  or  delivered, if to the Company or  to  any  Designated
Subsidiary,  at  the  Company's address  at  101  Columbia  Road,
Morristown,   New   Jersey  07962-1219,   Attention:    Assistant
Treasurer;  if  to  any Initial Lender, at its  Domestic  Lending
Office  specified opposite its name on Schedule I hereto;  if  to
any other Lender, at its Domestic Lending Office specified in the
Assumption Agreement or the Assignment and Acceptance pursuant to
which it became a Lender; and if to the Agent, at its address  at
399  Park Avenue, New York, New York 10043, Attention: Bank  Loan
Syndication,  with  a  copy to One Court Square,  Seventh  Floor,
Zone  1, Long Island City, New York 11120, Attention:  Bank  Loan
Syndication; or, as to any Borrower or the Agent, at  such  other
address as shall be designated by such party in a written  notice
to  the other parties and, as to each other party, at such  other
address as shall be designated by such party in a written  notice
to   the   Company   and  the  Agent.   All  such   notices   and
communications  shall,  when mailed, telecopied,  telegraphed  or
telexed,  be  effective when deposited in the mails,  telecopied,
delivered  to  the  telegraph  company  or  confirmed  by   telex
answerback,  respectively, except that notices and communications
to  the  Agent pursuant to Article II, III or VIII shall  not  be
effective until received by the Agent.  Delivery by telecopier of
an  executed  counterpart  of  any amendment  or  waiver  of  any
provision of this Agreement or the Notes or of any Exhibit hereto
to  be  executed  and delivered hereunder shall be  effective  as
delivery of a manually executed counterpart thereof.

           SECTION 9.03.  No Waiver; Remedies.  No failure on the
part  of  any  Lender or the Agent to exercise, and no  delay  in
exercising,  any right hereunder or under any Note shall  operate
as  a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof  or
the  exercise  of any other right.  The remedies herein  provided
are cumulative and not exclusive of any remedies provided by law.

           SECTION  9.04.  Costs and Expenses.  (a)  The  Company
agrees  to pay on demand all costs and expenses of the  Agent  in
connection with the administration, modification and amendment of
this Agreement, the Notes and the other documents to be delivered
hereunder,  including, without limitation, (i) all due diligence,
syndication (including printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, consultant, and
audit  expenses  and  (ii) the reasonable fees  and  expenses  of
counsel  for the Agent with respect thereto.  The Company further
agrees  to pay on demand all costs and expenses of the Agent  and
the  Lenders,  if any (including, without limitation,  reasonable
counsel  fees  and expenses), in connection with the  enforcement
(whether through negotiations, legal proceedings or otherwise) of
this Agreement, the Notes and the other documents to be delivered
hereunder,  including, without limitation,  reasonable  fees  and
expenses  of counsel for the Agent and each Lender in  connection
with the enforcement of rights under this Section 9.04(a).

           (b)   Each  Borrower  agrees  to  indemnify  and  hold
harmless  the Agent and each Lender and each of their  Affiliates
and  their  officers, directors, employees, agents  and  advisors
(each,  an  "Indemnified Party") from and  against  any  and  all
claims,  damages,  losses, liabilities and  expenses  (including,
without limitation, reasonable fees and expenses of counsel) that
may be incurred by or asserted or awarded against any Indemnified
Party,  in each case arising out of or in connection with  or  by
reason  of, or in connection with the preparation for  a  defense
of,  any investigation, litigation or proceeding arising out  of,
related  to or in connection with the Notes, this Agreement,  any
of the transactions contemplated herein or the actual or proposed
use  of  the  proceeds  of  the  Advances  whether  or  not  such
investigation,  litigation  or  proceeding  is  brought  by   the
Company,   its  directors,  shareholders  or  creditors   or   an
Indemnified Party or any other Person or any Indemnified Party is
otherwise  a  party thereto and whether or not  the  transactions
contemplated  hereby are consummated, except to  the  extent  any
such  claim, damage, loss, liability or expense has resulted from
such Indemnified Party's gross negligence or willful misconduct.

           (c)  If any payment of principal of, or Conversion of,
any Eurocurrency Rate Advance or LIBO Rate Advance is made by the
Borrower to or for the account of a Lender other than on the last
day  of  the Interest Period for such Advance, as a result  of  a
payment  or  Conversion  pursuant to  Section  2.03(d),  2.05(b),
2.09(a) or (b), 2.11 or 2.16, acceleration of the maturity of the
Notes  pursuant  to  Section 6.01 or for any  other  reason,  the
Borrower shall, upon demand by such Lender (with a copy  of  such
demand  to the Agent), pay to the Agent for the account  of  such
Lender  any  amounts required to compensate such Lender  for  any
additional losses, costs or expenses that it may reasonably incur
as  a  result  of such payment or Conversion, including,  without
limitation,  any  loss  (including loss of anticipated  profits),
cost  or  expense  incurred  by  reason  of  the  liquidation  or
reemployment of deposits or other funds acquired by any Lender to
fund or maintain such Advance.

           (d)   Without prejudice to the survival of  any  other
agreement   of   the  Borrower  hereunder,  the  agreements   and
obligations of the Borrower contained in Sections 2.10, 2.13  and
9.04 shall survive the payment in full of principal, interest and
all  other amounts payable hereunder and under the Notes and  the
termination in whole of any Commitment hereunder.

            SECTION  9.05.   Right  of  Set-off.   Upon  (a)  the
occurrence and during the continuance of any Event of Default and
(b)  the  making  of the request or the granting of  the  consent
specified  by Section 6.01 to authorize the Agent to declare  the
Notes due and payable pursuant to the provisions of Section 6.01,
each  Lender  and each of its Affiliates is hereby authorized  at
any  time  and from time to time, to the fullest extent permitted
by  law,  to  set off and apply any and all deposits (general  or
special,  time or demand, provisional or final) at any time  held
and  other indebtedness at any time owing by such Lender or  such
Affiliate  to  or for the credit or the account of  any  Borrower
against  any and all of the obligations of such Borrower  now  or
hereafter  existing under this Agreement and  the  Note  of  such
Borrower  held by such Lender, whether or not such  Lender  shall
have  made  any  demand under this Agreement  or  such  Note  and
although  such obligations may be unmatured.  Each Lender  agrees
promptly  to notify the relevant Borrower after any such  set-off
and  application, provided that the failure to give  such  notice
shall  not  affect the validity of such set-off and  application.
The  rights of each Lender and its Affiliates under this  Section
are  in addition to other rights and remedies (including, without
limitation,  other rights of set-off) that such  Lender  and  its
Affiliates may have.

           SECTION  9.06.  Binding Effect.  This Agreement  shall
become effective (other than Sections 2.01 and 2.03, which  shall
only   become  effective  upon  satisfaction  of  the  conditions
precedent  set  forth in Section 3.01) when it  shall  have  been
executed  by  the Company and the Agent and when the Agent  shall
have  been  notified  by each Initial Lender  that  such  Initial
Lender  has executed it and thereafter shall be binding upon  and
inure  to the benefit of each Borrower, the Agent and each Lender
and  their  respective  successors and assigns,  except  that  no
Borrower  shall not have the right to assign its rights hereunder
or  any interest herein without the prior written consent of  the
Lenders.

           SECTION  9.07.   Assignments and Participations.   (a)
Each Lender may at any time, with notice to the Company prior  to
making  any  proposal  to any potential  assignee  and  with  the
consent  of  the Company, which consent shall not be unreasonably
withheld  (and shall at any time, if requested to do  so  by  the
Company pursuant to Section 2.05(b), 2.10 or 2.13) assign to  one
or  more  Persons all or a portion of its rights and  obligations
under  this Agreement (including, without limitation,  all  or  a
portion of its Commitment, the Revolving Credit Advances owing to
it  and the Revolving Credit Note or Notes held by it); provided,
however, that (i) the Company's consent shall not be required (A)
in  the  case  of an assignment to an Affiliate of  such  Lender,
provided that notice thereof shall have been given to the Company
and  the  Agent, or (B) in the case of an assignment of the  type
described  in  subsection (g) below; (ii)  each  such  assignment
shall  be  of  a constant, and not a varying, percentage  of  all
rights and obligations under this Agreement (other than any right
to  make Competitive Bid Advances, Competitive Bid Advances owing
to  it and Competitive Bid Notes); (iii) except in the case of an
assignment   to  a  Person  that,  immediately  prior   to   such
assignment,  was a Lender or an assignment of all of  a  Lender's
rights  and obligations under this Agreement, the amount  of  the
Commitment  of  the assigning Lender being assigned  pursuant  to
each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event
be less than $10,000,000 or an integral multiple of $1,000,000 in
excess thereof; (iv) each such assignment shall be to an Eligible
Assignee;  and  (v)  the  parties to each such  assignment  shall
execute  and  deliver  to  the  Agent,  for  its  acceptance  and
recording in the Register, an Assignment and Acceptance, together
with  a  processing  and recordation fee of $3,000  and,  if  the
assigning  Lender  is not retaining a Commitment  hereunder,  any
Revolving  Credit  Note  subject to such assignment.   Upon  such
execution, delivery, acceptance and recording, from and after the
effective  date  specified  in each  Assignment  and  Acceptance,
(x)  the assignee thereunder shall be a party hereto and, to  the
extent  that rights and obligations hereunder have been  assigned
to it pursuant to such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder and (y) the Lender assignor
thereunder  shall,  to  the extent that  rights  and  obligations
hereunder  have  been assigned by it pursuant to such  Assignment
and  Acceptance, relinquish its rights and be released  from  its
obligations  under  this  Agreement  (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,
provided,  however,  that such assigning  Lender's  rights  under
Sections  2.10, 2.13 and 9.04, and its obligations under  Section
8.05, shall survive such assignment as to matters occurring prior
to the effective date of such assignment).

           (b)   By  executing and delivering an  Assignment  and
Acceptance,  the  Lender  assignor thereunder  and  the  assignee
thereunder  confirm to and agree with each other  and  the  other
parties  hereto as follows:  (i) other than as provided  in  such
Assignment  and  Acceptance,  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 or any other instrument  or
document  furnished  pursuant hereto or the execution,  legality,
validity,  enforceability, genuineness, sufficiency or  value  of
this  Agreement  or  any other instrument or  document  furnished
pursuant   hereto;   (ii)   such  assigning   Lender   makes   no
representation  or  warranty and assumes no  responsibility  with
respect  to  the  financial condition  of  any  Borrower  or  the
performance  or  observance  by  such  Borrower  of  any  of  its
obligations  under  this  Agreement or any  other  instrument  or
document  furnished pursuant hereto; (iii) such assignee confirms
that  it  has  received a copy of this Agreement,  together  with
copies  of  the financial statements referred to in Section  4.01
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; (iv) such  assignee  will,
independently and without reliance upon the Agent, 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; (v) such assignee confirms that it  is  an
Eligible Assignee; (vi) such assignee appoints and authorizes the
Agent  to take such action as agent on its behalf and to exercise
such  powers and discretion under this Agreement as are delegated
to  the Agent by the terms hereof, together with such powers  and
discretion  as are reasonably incidental thereto; and (vii)  such
assignee  agrees  that it will perform in accordance  with  their
terms  all of the obligations that by the terms of this Agreement
are required to be performed by it as a Lender.

           (c)   Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee representing that
it  is  an Eligible Assignee, together with any Revolving  Credit
Note  or  Notes subject to such assignment, the Agent  shall,  if
such  Assignment  and  Acceptance has been completed  and  is  in
substantially  the  form  of Exhibit C hereto,  (i)  accept  such
Assignment and Acceptance, (ii) record the information  contained
therein  in the Register and (iii) give prompt notice thereof  to
the  Company  and to each other Borrower.  Within  five  Business
Days after its receipt of such notice, each Borrower, at its  own
expense,  shall execute and deliver to the Agent a new  Revolving
Credit  Note to the order of such Eligible Assignee.   Each  such
new  Revolving Credit Note or Notes shall be dated the  effective
date of such Assignment and Acceptance and shall otherwise be  in
substantially the form of Exhibit A-1 hereto.

           (d)   The Agent shall maintain at its address referred
to  in  Section  9.02  a copy of each Assignment  and  Acceptance
delivered  to  and  accepted  by  it  and  a  register  for   the
recordation  of  the names and addresses of the Lenders  and  the
Commitment  of,  and principal amount of the Advances  owing  to,
each  Lender from time to time (the "Register").  The entries  in
the  Register  shall be conclusive and binding for all  purposes,
absent manifest error, and the Company, each other Borrower,  the
Agent  and  the  Lenders  may treat each  Person  whose  name  is
recorded  in the Register as a Lender hereunder for all  purposes
of   this  Agreement.   The  Register  shall  be  available   for
inspection  by the Company, any other Borrower or any  Lender  at
any  reasonable time and from time to time upon reasonable  prior
notice.

          (e)  Each Lender may sell participations to one or more
banks  or  other entities (other than the Company or any  of  its
Affiliates)  in  or  to  all  or a  portion  of  its  rights  and
obligations  under this Agreement (including, without limitation,
all  or a portion of its Commitment, the Advances owing to it and
the  Note or Notes held by it); provided, however, that (i)  such
Lender's  obligations  under this Agreement  (including,  without
limitation, its Commitment to the Company and the other Borrowers
hereunder) shall remain unchanged, (ii) such Lender shall  remain
solely   responsible  to  the  other  parties  hereto   for   the
performance  of such obligations, (iii) such Lender shall  remain
the  holder  of any such Note for all purposes of this Agreement,
(iv)  the  Company, any other Borrower, the Agent and  the  other
Lenders  shall  continue to deal solely and  directly  with  such
Lender  in  connection with such Lender's rights and  obligations
under   this  Agreement,  (v)  no  participant  under  any   such
participation  shall have any right to approve any  amendment  or
waiver  of  any provision of this Agreement or any Note,  or  any
consent to any departure by any Borrower therefrom, except to the
extent  that such amendment, waiver or consent would  reduce  the
principal  of,  or interest on, the Notes or any  fees  or  other
amounts payable hereunder, in each case to the extent subject  to
such participation, or postpone any date fixed for any payment of
principal  of,  or interest on, the Notes or any  fees  or  other
amounts payable hereunder, in each case to the extent subject  to
such  participation and (vi) within 30 days of the effective date
of  such participation, such Lender shall provide notice of  such
participation to the Company.

           (f)  Any Lender may, in connection with any assignment
or participation or proposed assignment or participation pursuant
to  this Section 9.07, disclose to the assignee or participant or
proposed assignee or participant, any information relating to the
Company or any Borrower furnished to such Lender by or on  behalf
of  such  Borrower; provided that, prior to any such  disclosure,
the  assignee or participant or proposed assignee or  participant
shall  agree  to preserve the confidentiality of any confidential
information  relating to such Borrower received by it  from  such
Lender.

           (g)  Notwithstanding any other provision set forth  in
this  Agreement,  any Lender may at any time  create  a  security
interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it and  the
Note or Notes held by it) in favor of any Federal Reserve Bank in
accordance  with  Regulation A of the Board of Governors  of  the
Federal Reserve System.

             SECTION   9.08.    Designated   Subsidiaries.    (a)
Designation.  The Company may at any time, and from time to time,
by delivery to the Agent of a Designation Letter duly executed by
the  Company  and the respective Subsidiary and substantially  in
the  form  of  Exhibit E hereto, designate such Subsidiary  as  a
"Designated Subsidiary" for purposes of this Agreement  and  such
Subsidiary  shall thereupon become a "Designated Subsidiary"  for
purposes  of this Agreement and, as such, shall have all  of  the
rights and obligations of a Borrower hereunder.  The Agent  shall
promptly  notify  each  Lender of each such  designation  by  the
Company and the identity of the respective Subsidiary.

           (b)  Termination.  Upon the payment and performance in
full  of  all  of  the indebtedness, liabilities and  obligations
under  this  Agreement and the Notes of any Designated Subsidiary
then,  so  long  as  at  the time no Notice of  Revolving  Credit
Borrowing  or Notice of Competitive Bid Borrowing in  respect  of
such  Designated  Subsidiary  is outstanding,  such  Subsidiary's
status  as a "Designated Subsidiary" shall terminate upon  notice
to  such  effect from the Agent to the Lenders (which notice  the
Agent  shall give promptly upon its receipt of a request therefor
from  the  Company).  Thereafter, the Lenders shall be  under  no
further  obligation  to  make  any  Advance  hereunder  to   such
Designated Subsidiary.

           SECTION  9.09.  Confidentiality.  Each of the  Lenders
and  the  Agent hereby agrees that it will use reasonable efforts
(e.g.,  procedures substantially comparable to those  applied  by
such Lender or the Agent in respect of non-public information  as
to the business of such Lender or the Agent) to keep confidential
any  financial reports and other information from  time  to  time
supplied  to it by the Company hereunder to the extent that  such
information  is  not and does not become publicly  available  and
which  the  Company  indicates at  the  time  is  to  be  treated
confidentially,  provided,  however, that  nothing  herein  shall
affect the disclosure of any such information (i) by the Agent to
any  Lender,  (ii)  to  the  extent required  by  law  (including
statute, rule, regulation or judicial process), (iii) to  counsel
for  any  Lender or the Agent or to their respective  independent
public  accountants,  (iv)  to bank examiners  and  auditors  and
appropriate government examining authorities, (v) to the Agent or
any other Lender, (vi) in connection with any litigation to which
any  Lender  or  the  Agent  is  a  party,  (vii)  to  actual  or
prospective   assignees  and  participants  as  contemplated   by
Section  9.07(f) or (viii) to any Affiliate of the Agent  or  any
Lender  or  to  such Affiliate's officers, directors,  employees,
agents and advisors, provided that, prior to any such disclosure,
such   Affiliate   or   such  Affiliate's  officers,   directors,
employees, agents or advisors, as the case may be, shall agree to
preserve  the  confidentiality  of any  confidential  information
relating  to  the  Company received by it; a determination  by  a
Lender  or  the  Agent as to the application of the circumstances
described in the foregoing clauses (i)-(viii) being conclusive if
made  in good faith; and each of the Lenders and the Agent agrees
that  it  will follow procedures which are intended  to  put  any
transferee of such confidential information on notice  that  such
information is confidential.

           SECTION  9.10.  Mitigation of Yield Protection.   Each
Lender  hereby agrees that, commencing as promptly as practicable
after it becomes aware of the occurrence of any event giving rise
to the operation of Section 2.10(a), 2.11 or 2.13 with respect to
such  Lender,  such Lender will give notice thereof  through  the
Agent to the respective Borrower.  A Borrower may at any time, by
notice  through the Agent to any Lender, request that such Lender
change its Applicable Lending Office as to any Advance or Type of
Advance  or that it specify a new Applicable Lending Office  with
respect  to its Commitment and any Advance held by it or that  it
rebook any such Advance with a view to avoiding or mitigating the
consequences of an occurrence such as described in the  preceding
sentence,  and such Lender will use reasonable efforts to  comply
with  such  request unless, in the opinion of such  Lender,  such
change or specification or rebooking is inadvisable or might have
an  adverse effect, economic or otherwise, upon it, including its
reputation.   In  addition, each Lender agrees that,  except  for
changes  or  specifications  or rebookings  required  by  law  or
effected pursuant to the preceding sentence, if the result of any
change or change of specification of Applicable Lending Office or
rebooking  would, but for this sentence, be to impose  additional
costs  or  requirements upon the respective Borrower pursuant  to
Section 2.10(a), Section 2.11 or Section 2.13 (which would not be
imposed  absent  such  change  or  change  of  specification   or
rebooking)  by  reason  of  legal or regulatory  requirements  in
effect  at the time thereof and of which such Lender is aware  at
such  time, then such costs or requirements shall not be  imposed
upon  such  Borrower  but shall be borne  by  such  Lender.   All
expenses  incurred by any Bank in changing an Applicable  Lending
Office  or specifying another Applicable Lending Office  of  such
Lender  or rebooking any Advance in response to a request from  a
Borrower shall be paid by such Borrower.  Nothing in this Section
9.10  (including, without limitation, any failure by a Lender  to
give  any notice contemplated in the first sentence hereof) shall
limit,  reduce  or  postpone any obligations  of  the  respective
Borrower  under  Section 2.10(a), Section 2.11 or  Section  2.13,
including any obligations payable in respect of any period  prior
to  the  date of any change or specification of a new  Applicable
Lending Office or any rebooking of any Advance.

           SECTION 9.11.  Governing Law.  This Agreement and  the
Notes shall be governed by, and construed in accordance with, the
laws of the State of New York.

            SECTION  9.12.   Execution  in  Counterparts.    This
Agreement  may be executed in any number of counterparts  and  by
different parties hereto in separate counterparts, each of  which
when  so  executed shall be deemed to be an original and  all  of
which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page  to  this
Agreement  by  telecopier shall be effective  as  delivery  of  a
manually executed counterpart of this Agreement.

           SECTION  9.13.  Jurisdiction, Etc.  (a)  Each  of  the
parties  hereto  hereby irrevocably and unconditionally  submits,
for itself and its property, to the nonexclusive jurisdiction  of
any New York State court or federal court of the United States of
America  sitting in New York City, and any appellate  court  from
any  thereof,  in  any action or proceeding  arising  out  of  or
relating  to  this Agreement or the Notes, or for recognition  or
enforcement  of  any  judgment, and each of  the  parties  hereto
hereby irrevocably and unconditionally agrees that all claims  in
respect  of  any  such  action or proceeding  may  be  heard  and
determined  in  any such New York State court or, to  the  extent
permitted  by  law,  in  such  federal  court.   Each  Designated
Subsidiary  hereby  agrees that service of process  in  any  such
action or proceeding brought in the any such New York State court
or  in  such federal court may be made upon CT Corporation System
at  its  offices at 1633 Broadway, New York, New York 10019  (the
"Process   Agent")   and   each  Designated   Subsidiary   hereby
irrevocably  appoints the Process Agent its authorized  agent  to
accept  such service of process, and agrees that the  failure  of
the  Process  Agent to give any notice of any such service  shall
not  impair  or  affect the validity of such service  or  of  any
judgment  rendered  in  any action or proceeding  based  thereon.
Each  Borrower hereby further irrevocably consents to the service
of  process  in  any action or proceeding in such courts  by  the
mailing  thereof by any parties hereto by registered or certified
mail,  postage prepaid, to such Borrower at its address specified
pursuant to Section 9.02.  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  party  may
otherwise  have  to  serve  legal process  in  any  other  manner
permitted by law or to bring any action or proceeding relating to
this  Agreement  or the Notes in the courts of any  jurisdiction.
To  the  extent that each Designated Subsidiary has or  hereafter
may  acquire any immunity from jurisdiction of any court or  from
any  legal process (whether through service or notice, attachment
prior  to judgment, attachment in aid of execution, execution  or
otherwise)   with  respect  to  itself  or  its  property,   each
Designated Subsidiary hereby irrevocably waives such immunity  in
respect of its obligations under this Agreement.

           (b)   Each  of  the  parties  hereto  irrevocably  and
unconditionally waives, to the fullest extent it may legally  and
effectively  do  so, any objection that 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 Notes in  any
New  York  State  or federal court.  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.

           SECTION  9.14.  Waiver of Jury Trial.  Each  Borrower,
the  Agent and each Lender hereby irrevocably waive all right  to
trial  by jury in any action, proceeding or counterclaim (whether
based  on contract, tort or otherwise) arising out of or relating
to this Agreement or the Notes or the actions of the Agent or any
Lender   in  the  negotiation,  administration,  performance   or
enforcement thereof.

          SECTION 9.15.  Final Agreement.  This written agreement
represents the full and final agreement between the parties  with
respect to the matters addressed herein and supercedes all  prior
communications, written or oral, with respect thereto.  There are
no unwritten agreements between the parties.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement  to be executed by their respective officers  thereunto
duly authorized, as of the date first above written.

                                   ALLIEDSIGNAL INC.

                                   By:  /s/ Richard F. Wallman
                                      -------------------------  
                                      Name:  Richard F. Wallman
                                      Title: Senior Vice President and
                                             Chief Financial Officer

                                   CITIBANK, N.A.,
                                      as Agent

                                   By:  /s/ Robert D. Wetrus
                                      -----------------------
                                      Name:  Robert D. Wetrus
                                      Title: Vice President

                                   ABN AMRO BANK N.V.,
                                     NEW YORK BRANCH,
                                     as Co-Agent

                                   By:  /s/ John W. Deegan
                                      -----------------------
                                      Name:  John W. Deegan
                                      Title: Vice President

                                   By:  /s/ David W. Stack
                                      -----------------------
                                      Name:  David W. Stack
                                      Title: Assistant Vice President

                                   MORGAN GUARANTY TRUST
                                     COMPANY OF NEW YORK,
                                     as Co-Agent

                                   By:  /s/ Penelope J.B. Cox
                                      ------------------------   
                                      Name:  Penelope J.B. Cox
                                      Title: Vice President

COMMITMENT:                        THE LENDERS:

$23,000,000                        ABN AMRO BANK N.V.,
                                     NEW YORK BRANCH

                                   By:  /s/ John W. Deegan
                                      ---------------------
                                      Name:  John W. Deegan
                                      Title: Vice President

                                   By: /s/ David W. Stack
                                      ---------------------
                                      Name:  David W. Stack
                                      Title: Assistant Vice President  

$17,000,000                        BANK OF AMERICA
                                     NATIONAL TRUST AND
                                     SAVINGS ASSOCIATION

                                   By:  /s/ R.L. Wennekamp
                                      -----------------------
                                      Name:  R.L. Wennekamp
                                      Title: Senior Vice President

$17,000,000                        BANK OF MONTREAL

                                   By:  /s/ Thruston W. Pettus
                                      ---------------------------
                                      Name:  Thruston W. Pettus
                                      Title: Director

$17,000,000                        BANQUE NATIONALE DE PARIS,
                                    NEW YORK

                                   By:  /s/ Robert S. Taylor, Jr.
                                      -----------------------------
                                      Name:  Robert S. Taylor, Jr.
                                      Title: Senior Vice President

                                   By:  /s/ Richard L. Sted
                                      -----------------------------
                                      Name:  Richard L. Sted
                                      Title: Senior Vice President

COMMITMENT:                        THE LENDERS:

$17,000,000                        CIBC INC.

                                   By:  /s/ Christopher P. Kleczkowski
                                      ----------------------------------
                                      Name:  Christopher P. Kleczkowski
                                      Title: Vice President

$17,000,000                        CHEMICAL BANK

                                   By:  /s/ James B. Treger
                                      -------------------------
                                      Name:  James B. Treger
                                      Title: Vice President

$23,000,000                        CITIBANK, N.A.

                                   By:  /s/ Mary W. Corkran
                                      -------------------------
                                      Name:  Mary W. Corkran
                                      Title: Vice President

$17,000,000                        DEUTSCHE BANK AG
                                    NEW YORK AND/OR
                                    CAYMAN ISLANDS BRANCHES

                                   By:  /s/ Colin T. Taylor
                                      ------------------------
                                      Name:  Colin T. Taylor
                                      Title: Director

                                   By:  /s/ Iain Stewart
                                      ------------------------
                                      Name:  Iain Stewart
                                      Title: Assistant Vice President

COMMITMENT:                        THE LENDERS:

$17,000,000                        MELLON BANK, N.A.

                                   By:  /s/ Caroline R. Walsh
                                      --------------------------
                                      Name:  Caroline R. Walsh
                                      Title: Assistant Vice President

$17,000,000                        MIDLAND BANK PLC,
                                     NEW YORK BRANCH

                                   By:  /s/ Rochelle Forster
                                      -------------------------       
                                      Name:  Rochelle Forster
                                      Title: Authorized Signatory

$23,000,000                        MORGAN GUARANTY TRUST
                                      COMPANY OF NEW YORK

                                   By:  /s/ Penelope J.B. Cox
                                      ---------------------------
                                      Name:  Penelope J.B. Cox
                                      Title: Vice President

$17,000,000                           NATIONAL  WESTMINSTER  BANK
                                      PLC
(joint commitment)                   (NEW YORK BRANCH)

                                   By:  /s/ Jordan R. Fragiacomo
                                      -----------------------------
                                      Name:  Jordan R. Fragiacomo
                                      Title: Vice President

                                   NATIONAL WESTMINSTER BANK PLC
                                     (NASSAU BRANCH)

                                   By:  /s/ Jordan R. Fragiacomo
                                      -----------------------------
                                      Name:  Jordan R. Fragiacomo
                                      Title: Vice President

COMMITMENT:                        THE LENDERS:

$17,000,000                        NATIONSBANK, N.A. (CAROLINAS)

                                   By:  /s/ Scott A. Jackson
                                      --------------------------
                                      Name:  Scott A. Jackson
                                      Title: Vice President

$17,000,000                        ROYAL BANK OF CANADA

                                   By:  /s/ Michael Korine
                                      ---------------------------
                                      Name:  Michael Korine
                                      Title: Senior Manager

$17,000,000                        THE BANK OF NEW YORK

                                   By:  /s/ Russell S. Gorman
                                      ---------------------------
                                      Name:  Russell S. Gorman
                                      Title: Vice President

$17,000,000                        THE BANK OF TOKYO TRUST
                                    COMPANY

                                   By:  /s/ Paul P. Malecki
                                      --------------------------
                                      Name:  Paul P. Malecki
                                      Title: Vice President

$17,000,000                        THE CHASE MANHATTAN BANK, N.A.

                                   By:  /s/ Robert Dunbar
                                      -------------------------
                                      Name:  Robert Dunbar
                                      Title: Vice President

COMMITMENT:                        THE LENDERS:

$17,000,000                        THE FIRST NATIONAL BANK
                                    OF CHICAGO

                                   By:  /s/ Judith L. Mayberry
                                      ---------------------------
                                      Name:  Judith L. Mayberry
                                      Title: Vice President

$17,000,000                        THE INDUSTRIAL BANK OF JAPAN
                                    TRUST COMPANY

                                   By:  /s/ John V. Veltri
                                      -------------------------
                                      Name:  John V. Veltri
                                      Title: Senior Vice President

$17,000,000                        THE TORONTO-DOMINION BANK

                                   By:  /s/ Lisa Allison
                                      -------------------------
                                      Name:  Lisa Allison
                                      Title: Manager Credit Administration

$17,000,000                        UNION BANK OF SWITZERLAND,
                                    NEW YORK BRANCH

                                   By:  /s/ James P. Kelleher
                                      -------------------------
                                      Name:  James P. Kelleher
                                      Title: Assistant Vice President

                                   By:  /s/ Daniel H. Perron
                                      -------------------------
                                      Name:  Daniel H. Perron
                                      Title: Vice President

$375,000,000               TOTAL OF COMMITMENTS
                                SCHEDULE I

                        APPLICABLE LENDING OFFICES

 
                                                  Eurocurrency
Name of Initial Lender  Domestic Lending          Lending Office

ABN AMRO BANK, N.V.,    ABN AMRO Bank N.V.        ABN AMRO Bank N.V.
  NEW YORK BRANCH       500 Park Avenue           500 Park Avenue
                        New York, NY  10022       New York, NY  10022
                        Attn:  Melissa Jeter      Attn:  Melissa Jeter
                        Phone:  (212) 446-4224    Phone:  (212) 446-4224
                        Fax:  (212) 832-7468      Fax:  (212) 832-7468

BANK OF AMERICA        Bank of America National   Bank of America National
  NATIONAL TRUST AND   Trust and Savings          Trust and Savings
  SAVINGS ASSOCIATION  Association                Association
                       1850 Gateway Boulevard     1850 Gateway Boulevard
                       Concord, CA  94520         Concord, CA  94520
                       Attn:  Liz Taylor          Attn:  Liz Taylor
                       Phone:  (510) 675-8243     Phone:  (510) 675-8243
                       Fax:  (510) 675-7531       Fax:  (212) 675-7531

BANK OF MONTREAL       Bank of Montreal           Bank of Montreal
                       430 Park Avenue            430 Park Avenue
                       New York, NY  10022        New York, NY  10022
                       Attn:  Maggie Gaglin       Attn:  Maggie Gaglin
                       Phone:  (212) 605-1436     Phone:  (212) 605-1436
                       Fax:  (212) 605-1525       Fax:  (212) 605-1525

BANQUE NATIONALE DE    Banque Nationale de Paris, Banque Nationale de Paris,
  PARIS, NEW YORK      New York Branch            New York Branch
                       499 Park Avenue            499 Park Avenue
                       New York, NY  10022        New York, NY  10022
                       Attn:  Robert S. Taylor    Attn:  Robert S. Taylor
                       Phone:  (212) 415-9713     Phone:  (212) 415-9713
                       Fax:  (212) 415-9606       Fax:  (212) 415-9606

CANADIAN IMPERIAL      Canadian Imperial Bank     Canadian Imperial Bank
  BANK OF COMMERCE     of Commerce                of Commerce
                       425 Lexington Avenue       425 Lexington Avenue
                       New York, NY  10017        New York, NY  10017
                       Attn:  Dean Criares        Attn:  Dean Criares
                       Phone:  (212) 856-3780     Phone:  (212) 856-3780
                       Fax:  (212) 856-3991       Fax:  (212) 856-3991

CHEMICAL BANK          Chemical Bank              Chemical Bank
                       Transportation Group       Transportation Group
                       270 Park Avenue,           270 Park Avenue, 
                       5th Floor                  5th Floor
                       New York, NY  10017        New York, NY  10017
                       Attn:  James Treger        Attn:  James Treger
                       Phone:  (212) 270-2567     Phone:  (212) 270-2567
                       Fax:  (212) 270-7138       Fax:  (212) 270-7138

CITIBANK, N.A.         Citibank, N.A.             Citibank, N.A.
                       399 Park Avenue            399 Park Avenue
                       New York, NY  10043        New York, NY  10043
                       Attn: Michael Mandracchia  Attn: Michael Mandracchia
                       Phone:  (212) 559-3245     Phone:  (212) 559-3245
                       Fax:  (212) 826-2371       Fax:  (212) 826-2371

DEUTSCHE BANK AG       Deutsche Bank AG           Deutsche Bank AG
   NEW YORK AND/OR     New York Branch            Cayman Islands Branch
   CAYMAN ISLANDS      31 West 52nd Street        31 West 52nd Street
   BRANCHES            New York, NY  10019        New York, NY  10019
                       Attn:  Colin T. Taylor     Attn:  Colin T. Taylor
                       Phone:  (212) 474-7904     Phone:  (212) 474-7904
                       Fax:  (212) 474-8212       Fax:  (212) 474-8212

MELLON BANK, N.A.      Mellon Bank, N.A.          Mellon Bank, N.A.
                       3 Mellon Bank Center       3 Mellon Bank Center
                       #153-2302                  #153-2302
                       Pittsburgh, PA  15259      Pittsburgh, PA  15259
                       Attn:  Jacqueline Lucas    Attn:  Jacqueline Lucas
                       Phone:  (412) 234-8285     Phone:  (412) 234-8285
                       Fax:  (412) 236-2027       Fax:  (412) 236-2027

MIDLAND BANK PLC,      Midland Bank PLC,          Midland Bank PLC,
  NEW YORK BRANCH        New York Branch            New York Branch
                       140 Broadway               140 Broadway
                       New York, NY  10005-1196   New York, NY  10005-1196
                       Attn:  Maria Pina          Attn:  Maria Pina
                       Phone:  (212) 658-2777     Phone:  (212) 658-2777
                       Fax:  (212) 658-1184       Fax:  (212) 658-1184

MORGAN GUARANTY        Morgan Guaranty Trust      Morgan Guaranty Trust
   TRUST COMPANY OF      Company of New York        Company of New York
   NEW YORK            60 Wall Street             60 Wall Street
                       New York, NY  10260-0060   New York, NY  10260-0060
                       Attn:Credit Administration Attn:Credit Administration
                       Phone:  (212) 648-6974     Phone:  (212) 648-6974
                       Fax:  (212) 648-5021       Fax:  (212) 648-5021

NATIONAL WESTMINSTER   National Westminster       National Westminster
  BANK PLC (NEW YORK   Bank Plc (New York Branch) Bank Plc (Nassau Branch)
  BRANCH)              175 Water Street,          175 Water Street,
                       19th Floor                 19th Floor
NATIONALWESTMINSTER    New York, NY  10038        New York, NY  10038
  BANK PLC (NASSAU     Attn:  Jordan Fragiacomo   Attn:  Jordan Fragiacomo
  BRANCH)              Phone:  (212) 602-4231     Phone:  (212) 602-4231
                       Fax:  (212) 602-4500       Fax:  (212) 602-4500

NATIONSBANK, N.A.      NationsBank, N.A.          NationsBank, N.A.
  (CAROLINAS)            (Carolinas)                (Carolinas)
                       101 North Tryon Street     101 North Tryon Street
                       15th Floor                 15th Floor
                       Charlotte, NC  28255       Charlotte, NC  28255
                       Attn:  Carole Greene       Attn:  Carol Greene
                       Phone:  (704) 386-8389     Phone:  (704) 386-8389
                       Fax:  (704) 386-8694       Fax:  (704) 386-8694

ROYAL BANK OF CANADA   Royal Bank of Canada       Royal Bank of Canada
                       1 Financial Square         1 Financial Square
                       New York, NY  10005-3531   New York, NY  10005-3531
                       Attn:  Jewel Haines        Attn:  Jewel Haines
                       Phone:  (212) 428-6321     Phone:  (212) 428-6321
                       Fax:  (212) 809-2372       Fax:  (212) 809-2372

THE BANK OF NEW YORK   The Bank of New York       The Bank of New York
                       1 Wall Street - 22nd Floor 1 Wall Street - 22nd Floor
                       New York, NY  10286        New York, NY  10286
                       Attn:  Terry Blackburn     Attn:  Terry Blackburn
                       Phone:  (212) 635-6787     Phone:  (212) 635-6787
                       Fax:  (212) 635-6397       Fax:  (212) 635-6397

THE BANK OF TOKYO      The Bank of Tokyo          The Bank of Tokyo
  TRUST COMPANY          Trust Company              Trust Company
                       1251 Avenue of the Americas 1251 Avenue of the Americas
                       12th Floor                 12th Floor
                       New York, NY  10116-3138   New York, NY  10116-3138
                       Attn:  National Banking    Attn:  National Banking
                              Department                 Department
                       Phone:  (212) 782-4300     Phone:  (212) 782-4300
                       Fax:  (212) 782-6445       Fax:  (212) 782-6445

THE CHASE MANHATTAN    The Chase Manhattan        The Chase Manhattan
  BANK, N.A.             Bank, N.A.                 Bank, N.A.
                       1 Chase Manhattan Plaza    1 Chase Manhattan Plaza
                       5th Floor                  5th Floor
                       New York, NY   10081       New York, NY   10081
                       Attn:  Edward McNulty      Attn:  Edward McNulty
                       Phone:  (212) 552-5070     Phone:  (212) 552-5070
                       Fax:  (212) 552-1457       Fax:  (212) 552-1457

THE FIRST NATIONAL BANK  The First National Bank  The First National Bank
  OF CHICAGO             of Chicago               of Chicago
                       One First National Plaza   One First National Plaza
                       Chicago, IL  60670         Chicago, IL  60670
                       Attn:  Ben Oliva           Attn:  Ben Oliva
                       Phone:  (312) 732-5987     Phone:  (312) 732-5987
                       Fax:  (312) 732-4840       Fax:  (312) 732-4840

THE INDUSTRIAL BANK    The Industrial Bank of     The Industrial Bank of
  OF JAPAN TRUST         Japan Trust Company        Japan Trust Company
  COMPANY              245 Park Avenue            245 Park Avenue
                       New York, NY  10167-0037   New York, NY  10167-0037
                       Attn:  Mark O'Connor       Attn:  Mark O'Connor
                       Phone:  (212) 309-6621     Phone:  (212) 309-6621
                       Fax:  (212) 856-9450       Fax:  (212) 856-9450
                             (212) 692-9075             (212) 692-9075

THE TORONTO-DOMINION   The Toronto-Dominion Bank  The Toronto-Dominion Bank
  BANK                 909 Fannin-Suite 1700      909 Fannin-Suite 1700
                       Houston, TX  77010         Houston, TX  77010
                       Attn:  Lisa Allison        Attn:  Lisa Allison
                       Phone:  (713) 653-8244     Phone:  (713) 653-8244
                       Fax:  (713) 951-9921       Fax:  (713) 951-9921

UNION BANK OF          Union Bank of Switzerland, Union Bank of Switzerland,
  SWITZERLAND,            New York Branch            New York Branch
  NEW YORK BRANCH      299 Park Avenue            299 Park Avenue
                       New York, NY  10171        New York, NY  10171
                       Attn:  Peter B. Yearley    Attn:  Peter B. Yearley
                       Phone:  (212) 821-3339     Phone:  (212) 821-3339
                       Fax:  (212) 821-3259       Fax:  (212) 821-3259

                             SCHEDULE 3.01(b)

                           DISCLOSED LITIGATION

                                   None

                      EXHIBIT A-1 - FORM OF
                        REVOLVING CREDIT
                         PROMISSORY NOTE

     
                              Dated:  _______________, 199_

               FOR VALUE RECEIVED, the undersigned, [NAME OF
     BORROWER], a _________________________ corporation (the
     "Borrower"),  HEREBY PROMISES TO PAY to  the  order  of
     _________________________  (the   "Lender")   for   the
     account  of  its  Applicable  Lending  Office  on   the
     Termination  Date  (each as defined  in  the  Five-Year
     Credit  Agreement  referred  to  below)  the  aggregate
     principal amount of the Revolving Credit Advances  made
     by the Lender to the Borrower pursuant to the Five-Year
     Credit  Agreement  dated  as of  June  30,  1995  among
     AlliedSignal Inc., the Lender and certain other lenders
     parties thereto, Citibank, N.A., as Agent, and ABN AMRO
     Bank  N.V.  and  Morgan Guaranty Trust Company  of  New
     York,  as  Co-Agents,  for the Lender  and  such  other
     lenders (as amended or modified from time to time,  the
     "Five-Year Credit Agreement"; the terms defined therein
     being  used  herein as therein defined) outstanding  on
     the Termination Date.
     
                The Borrower promises to pay interest on the
     unpaid  principal  amount  of  each   Revolving  Credit
     Advance  from the date of such Revolving Credit Advance
     until  such principal amount is paid in full,  at  such
     interest  rates,  and payable at  such  times,  as  are
     specified in the Five-Year Credit Agreement.
     
                Both  principal and interest in  respect  of
     each  Revolving  Credit  Advance  (i)  in  Dollars  are
     payable in lawful money of the United States of America
     to  Citibank, N.A., as Agent, at 399 Park  Avenue,  New
     York,  New York, 10043, in same day funds and  (ii)  in
     any  Major Currency are payable in such currency at the
     applicable  Payment  Office in same  day  funds.   Each
     Revolving  Credit Advance owing to the  Lender  by  the
     Borrower  pursuant  to the Five-Year Credit  Agreement,
     and  all payments made on account of principal thereof,
     shall  be  recorded  by the Lender and,  prior  to  any
     transfer  hereof, endorsed on the grid attached  hereto
     which is part of this Promissory Note.
     
                This Promissory Note is one of the Revolving
     Credit  Notes  referred to in, and is entitled  to  the
     benefits of, the Five-Year Credit Agreement.  The Five-
     Year Credit Agreement, among other things, (i) provides
     for  the  making  of Revolving Credit Advances  by  the
     Lender  to  the  Borrower  from  time  to  time  in  an
     aggregate  amount not to exceed at any time outstanding
     the   Dollar  amount  first  above  mentioned  or   the
     Equivalent thereof in one or more Major Currencies, the
     indebtedness of the Borrower resulting from  each  such
     Revolving  Credit  Advance  being  evidenced  by   this
     Promissory   Note,   (ii)   contains   provisions   for
     determining  the Dollar Equivalent of Revolving  Credit
     Advances   denominated   in   Major   Currencies    and
     (iii)  contains  provisions  for  acceleration  of  the
     maturity  hereof upon the happening of  certain  stated
     events and also for prepayments on account of principal
     hereof prior to the maturity hereof upon the terms  and
     conditions therein specified.

          The Borrower hereby waives presentment, demand, protest
and notice of any kind.  No failure to exercise, and no delay  in
exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.

            This  promissory  note  shall  be  governed  by,  and
construed in accordance with the laws of the State of New York.

                                   [NAME OF BORROWER]

                                   By
                                     Name:
                                     Title:

                    ADVANCES AND PAYMENTS OF PRINCIPAL

 Date    Type of     Amount of    Interest   Amount     Unpaid     Notation   
         Advance     Advance in   Rate       of         Principal  Made By     
                     Relevant                Principal  Balance  
                     Currency                Paid or
                                             Prepaid

                                                                

                                                                

                                                                

                                                                

                                                                

                                                                

                                                                
                                                                
                      EXHIBIT A-2 - FORM OF
                         COMPETITIVE BID
                         PROMISSORY NOTE

                                
                                   Dated:  _______________, 199_

            FOR   VALUE  RECEIVED,  the  undersigned,  [NAME   OF
BORROWER],    a   _________________________   corporation    (the
"Borrower"),   HEREBY   PROMISES  TO  PAY   to   the   order   of
_________________________ (the "Lender") for the account  of  its
Applicable  Lending  Office (as defined in the  Five-Year  Credit
Agreement dated as of June 30, 1995 among AlliedSignal Inc.,  the
Lender and certain other lenders parties thereto, Citibank, N.A.,
as  Agent,  and  ABN  AMRO Bank N.V. and  Morgan  Guaranty  Trust
Company of New York, as Co-Agents, for the Lender and such  other
lenders (as amended or modified from time to time, the "Five-Year
Credit Agreement"; the terms defined therein being used herein as
therein  defined)), on _______________, the principal  amount  of
[U.S.$_______________]   [for  a Competitive  Bid  Advance  in  a
Foreign Currency, list currency and amount of such Advance].

           The  Borrower promises to pay interest on  the  unpaid
principal amount hereof from the date hereof until such principal
amount  is paid in full, at the interest rate and payable on  the
interest payment date or dates provided below:

           Interest  Rate:  [____% per annum (calculated  on  the
basis  of  a  year of _____ days for the actual  number  of  days
elapsed)].

          Interest Payment Date or Dates:  ______________

          Both principal and interest are payable in lawful money
of  ___________________  to Citibank, N.A.,  as  Agent,  for  the
account     of     the     Lender    at     the     office     of
_________________________, at _________________________  in  same
day funds.

           This  Promissory  Note is one of the  Competitive  Bid
Notes  referred  to in, and is entitled to the benefits  of,  the
Five-Year  Credit  Agreement.   The Five-Year  Credit  Agreement,
among  other things, contains provisions for acceleration of  the
maturity hereof upon the happening of certain stated events.

          The Borrower hereby waives presentment, demand, protest
and notice of any kind.  No failure to exercise, and no delay  in
exercising, any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights.

            This  Promissory  Note  shall  be  governed  by,  and
construed in accordance with, the laws of the State of New York.

                                   [NAME OF BORROWER]

                                   By
                                     Name:
                                     Title:

                 EXHIBIT B-1 - FORM OF NOTICE OF
                   REVOLVING CREDIT BORROWING

Citibank, N.A., as Agent
  for the Lenders parties
  to the Five-Year Credit Agreement
  referred to below
  399 Park Avenue
  New York, New York  10043                  [Date]

          Attention:  Bank Loan Syndication

Ladies and Gentlemen:

          The undersigned, [Name of Borrower], refers to the Five-
Year  Credit Agreement, dated as of June 30, 1995 (as amended  or
modified from time to time,  the  "Five-Year  Credit  Agreement",
the terms defined  therein being used herein as therein defined),
among the undersigned, certain Lenders parties thereto, Citibank,
N.A., as Agent, and ABN AMRO Bank N.V. and  Morgan Guaranty Trust
Company of New York, as Co-Agents, for sai  Lenders,  and  hereby
gives you  notice,  irrevocably,  pursuant to Section 2.02 of the
Five-Year Credit Agreement that the undersigned hereby requests a
Revolving Credit Borrowing under the  Five-Year Credit Agreement,
and in that connection sets forth below the information  relating
to  such  Revolving  Credit  Borrowing  (the  "Proposed Revolving
Credit Borrowing") as required by Section 2.02(a)  of  the  Five-
Year Credit Agreement:

           (i)  The Business Day of the Proposed Revolving Credit
     Borrowing is _______________.

           (ii)  The  Type  of Advances comprising  the  Proposed
     Revolving   Credit   Borrowing  is  [Base   Rate   Advances]
     [Eurocurrency Rate Advances].

            (iii)       The  aggregate  amount  of  the  Proposed
     Revolving  Credit  Borrowing is [$_______________]   [for  a
     Revolving  Credit  Borrowing  in  a  Major  Currency,   list
     currency and amount of Revolving Credit Borrowing].

            [(iv)      The  initial  Interest  Period  for   each
     Eurocurrency  Rate  Advance made as  part  of  the  Proposed
     Revolving Credit Borrowing is _____ month[s].]

           The  undersigned hereby certifies that the  conditions
precedent  to  this  Revolving  Credit  Borrowing  set  forth  in
Section  3.03  of  the  Five-Year  Credit  Agreement  have   been
satisfied  and  the applicable statements contained  therein  are
true  on  the  date hereof, and will be true on the date  of  the
Proposed Revolving Credit Borrowing.

                                   Very truly yours,

                                   [NAME OF BORROWER]

                                   By
                                     Name:
                                     Title:

                EXHIBIT B-2 - FORM OF NOTICE OF
                   COMPETITIVE BID BORROWING

Citibank, N.A., as Agent
  for the Lenders parties
  to the Five-Year Credit Agreement
  referred to below
  399 Park Avenue
  New York, New York  10043                  [Date]

Attention:  Bank Loan Syndication

Ladies and Gentlemen:

          The undersigned, [Name of Borrower], refers to the Five-
Year  Credit Agreement, dated as of June 30, 1995 (as amended  or
modified from time to time, the "Five-Year Credit Agreement", the
terms  defined  therein being used herein  as  therein  defined),
among  AlliedSignal  Inc., certain Lenders  parties  thereto  and
Citibank,  N.A.,  as  Agent, and ABN AMRO Bank  N.V.  and  Morgan
Guaranty  Trust  Company  of New York,  as  Co-Agents,  for  said
Lenders,  and hereby gives you notice, irrevocably,  pursuant  to
Section   2.03  of  the  Five-Year  Credit  Agreement  that   the
undersigned hereby requests a Competitive Bid Borrowing under the
Five-Year Credit Agreement, and in that connection sets forth the
terms  on  which  such Competitive Bid Borrowing  (the  "Proposed
Competitive Bid Borrowing") is requested to be made:

     (A)    Date of Competitive Bid Borrowing  __________________

     (B)    Aggregate Amount of Competitive
            Bid Borrowing                      __________________

     (C)    [Maturity Date] [Interest Period]  __________________

     (D)    Interest Rate Basis                __________________

     (E)    Interest Payment Date(s)           __________________

     (F)    [Currency]                         __________________

     (G)    Borrower's Account Location        __________________

     (H)    ___________________                __________________

           The  undersigned hereby certifies that the  conditions
precedent  to  this  Competitive  Bid  Borrowing  set  forth   in
Section  3.04  of  the  Five-Year  Credit  Agreement  have   been
satisfied  and  the applicable statements contained  therein  are
true  on  the  date hereof, and will be true on the date  of  the
Proposed Competitive Bid Borrowing.

           The  undersigned  hereby confirms  that  the  Proposed
Competitive  Bid  Borrowing is to be  made  available  to  it  in
accordance  with  Section  2.03(a)(v)  of  the  Five-Year  Credit
Agreement.

                                   Very truly yours,

                                   [NAME OF BORROWER]

                                   By
                                      Name:
                                      Title:

                       EXHIBIT C - FORM OF
                    ASSIGNMENT AND ACCEPTANCE

                                         Dated: _____________

           Reference  is  made to the Five-Year Credit  Agreement
dated  as of June 30, 1995 (as amended or modified from  time  to
time,  the "Five-Year Credit Agreement") among AlliedSignal Inc.,
a  Delaware corporation (the "Borrower"), the Lenders (as defined
in the Five-Year Credit Agreement), Citibank, N.A., as agent (the
"Agent"),  and  ABN  AMRO  Bank N.V. and  Morgan  Guaranty  Trust
Company  of  New  York,  as Co-Agents, for  the  Lenders.   Terms
defined  in  the Five-Year Credit Agreement are used herein  with
the same meaning.

           ____________  (the "Assignor") and  ____________  (the
"Assignee") agree as follows:

           1.    The  Assignor hereby sells and  assigns  to  the
Assignee, and the Assignee hereby purchases and assumes from  the
Assignor,  an  interest  in  and to  the  Assignor's  rights  and
obligations under the Five-Year Credit Agreement as of  the  date
hereof  (other  than in respect of Competitive Bid  Advances  and
Competitive Bid Notes) equal to the percentage interest specified
on  Schedule  1 hereto of all outstanding rights and  obligations
under  the  Five-Year Credit Agreement (other than in respect  of
Competitive  Bid  Advances  and Competitive  Bid  Notes).   After
giving  effect  to  such  sale  and  assignment,  the  Assignee's
Commitment  and  the amount of the Revolving Credit  Advances  in
each relevant currency owing to the Assignee will be as set forth
on Schedule 1 hereto.

           2.   The Assignor (i) represents and warrants that  it
is  the legal and beneficial owner of the interest being assigned
by  it hereunder and that such interest is free and clear of  any
adverse  claim;  (ii)  makes no representation  or  warranty  and
assumes   no  responsibility  with  respect  to  any  statements,
warranties or representations made in or in connection  with  the
Five-Year  Credit Agreement or any other instrument  or  document
furnished  pursuant thereto or the execution, legality, validity,
enforceability, genuineness, sufficiency or value  of  the  Five-
Year  Credit  Agreement  or  any  other  instrument  or  document
furnished  pursuant  thereto; (iii) makes  no  representation  or
warranty  and  assumes  no responsibility  with  respect  to  the
financial  condition  of  any  Borrower  or  the  performance  or
observance by such Borrower of any of its obligations  under  the
Five-Year  Credit Agreement or any other instrument  or  document
furnished  pursuant  thereto; and (iv)  [attaches  the  Revolving
Credit  Note  held by the Assignor and] requests that  the  Agent
obtain  from the Borrower a new Revolving Credit Note payable  to
the order of the Assignee with respect to the aggregate principal
amount  of the Revolving Credit Advances assumed by such Assignee
pursuant hereto, substantially in the form of Exhibit A-1 to  the
Five-Year Credit Agreement.

           3.   The Assignee (i) confirms that it has received  a
copy  of the Five-Year Credit Agreement, together with copies  of
the  financial statements referred to in Section 4.01(e)  thereof
and  such  other  documents  and information  as  it  has  deemed
appropriate to make its own credit analysis and decision to enter
into  this Assignment and Acceptance; (ii) agrees that  it  will,
independently and without reliance upon the Agent,  the  Assignor
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  the
Five-Year Credit Agreement; (iii) confirms that it is an Eligible
Assignee;  (iv) appoints and authorizes the Agent  to  take  such
action  as  agent on its behalf and to exercise such  powers  and
discretion under the Five-Year Credit Agreement as are  delegated
to  the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) agrees  that
it  will  perform  in  accordance with their  terms  all  of  the
obligations  that by the terms of the Five-Year Credit  Agreement
are required to be performed by it as a Lender; and (vi) attaches
any   U.S.   Internal  Revenue  Service  forms   required   under
Section 2.13 of the Five-Year Credit Agreement.

           4.    Following  the execution of this Assignment  and
Acceptance, it will be delivered to the Agent for acceptance  and
recording  by the Agent.  The effective date for this  Assignment
and  Acceptance  (the  "Effective Date") shall  be  the  date  of
acceptance  hereof  by the Agent, unless otherwise  specified  on
Schedule 1 hereto.

           5.    Upon such acceptance and recording by the Agent,
as  of  the Effective Date, (i) the Assignee shall be a party  to
the  Five-Year  Credit Agreement and, to the extent  provided  in
this  Assignment and Acceptance, have the rights and  obligations
of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights
and  be  released from its obligations under the Five-Year Credit
Agreement,  provided, however, that the Assignor's  rights  under
Sections  2.10, 2.13 and 9.04 of the Five-Year Credit  Agreement,
and  its  obligations under Section 8.05 of the Five-Year  Credit
Agreement,  shall  survive  the  assignment  pursuant   to   this
Assignment  and Acceptance as to matters occurring prior  to  the
Effective Date.

           6.    Upon such acceptance and recording by the Agent,
from  and  after  the Effective Date, the Agent  shall  make  all
payments  under the Five-Year Credit Agreement and the  Revolving
Credit   Notes  in  respect  of  the  interest  assigned   hereby
(including,  without  limitation,  all  payments  of   principal,
interest and facility fees with respect thereto) to the Assignee.
The  Assignor and Assignee shall make all appropriate adjustments
in   payments  under  the  Five-Year  Credit  Agreement  and  the
Revolving  Credit Notes for periods prior to the  Effective  Date
directly between themselves.

           7.    This Assignment and Acceptance shall be governed
by,  and  construed in accordance with, the laws of the State  of
New York.

           8.   This Assignment and Acceptance may be executed in
any  number  of counterparts and by different parties  hereto  in
separate  counterparts, each of which when so executed  shall  be
deemed  to  be an original and all of which taken together  shall
constitute  one and the same agreement.  Delivery of an  executed
counterpart  of Schedule 1 to this Assignment and  Acceptance  by
telecopier shall be effective as delivery of a manually  executed
counterpart of this Assignment and Acceptance.

           IN WITNESS WHEREOF, the Assignor and the Assignee have
caused  Schedule  1  to  this Assignment  and  Acceptance  to  be
executed  by their officers thereunto duly authorized as  of  the
date specified thereon.

                           Schedule 1
                               to
                   Assignment and Acceptance

                                           Dated:  ______________
Section 1.

     Percentage interest assigned:                    _____%

     Assignee's Commitment:                          $

Section 2.

(a)  Assigned Advances

     Aggregate outstanding principal amount of Revolving Credit
     Advances in Dollars assigned:                               
                                                         $______________

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful money of the Republic of France assigned:

                                                         Francs_________

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful currency of the United Kingdom of Great
     Britain and Northern Ireland assigned:                              
                                                         Pounds_________

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful currency of the Federal Republic of
     Germany assigned:                                           
                                                         Deutschemarks___

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful currency of Japan assigned:                   
                                                         Yen_____________

(b)  Retained Advances

     Aggregate outstanding principal amount of Revolving Credit
     Advances in Dollars retained:                               
                                                         $_______________

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful money of the Republic of France retained:       
                                                        
                                                         Francs__________

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful currency of the United Kingdom of Great
     Britain and Northern Ireland retained:                              
                                                         Pounds__________

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful currency of the Federal Republic of
     Germany retained:                                           
                                                         Deutschemarks___

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful currency of Japan retained:                   
                                                         Yen_____________

     Effective Date1:    _______________

                                   [NAME OF ASSIGNOR], as Assignor

                                   By
                                      Title:

                                   Dated:  _______________

                                   [NAME OF ASSIGNEE], as Assignee

                                   By
                                      Title:

                                   Dated:  _______________

                                   Domestic Lending Office:
                                     [Address]

                                   Eurocurrency Lending Office:
                                     [Address]

Consented to this __________ day
of _______________

[NAME OF BORROWER]

By                       ]
Name:
Title:

--------------------------
1  This date should be no earlier than five Business Days after 
   the delivery of this Assignment and Acceptance to the Agent.

                       EXHIBIT D - FORM OF
                      ASSUMPTION AGREEMENT

                                                  Dated:________

AlliedSignal Inc.
P.O. Box 12l9R
101 Columbia Road
Morristown, New Jersey  07960

   Attention:  Treasurer

Citibank, N.A.,
   as Agent
399 Park Avenue
New York, New York  10043

   Attention:  Bank Loan Syndication

Ladies and Gentlemen:

           Reference  is  made to the Five-Year Credit  Agreement
dated   as  of  June  30,  1995  among  AlliedSignal  Inc.   (the
"Company"), the Lenders parties thereto, Citibank, N.A. as Agent,
and  ABN AMRO Bank N.V. and Morgan Guaranty Trust Company of  New
York,  as  Co-Agents  (the  "Five-Year Credit  Agreement";  terms
defined  therein being used herein as therein defined), for  such
Lenders.

           1[The undersigned (the "Assuming Lender") proposes  to
become  an  Assuming Lender pursuant to  Section 2.05(e)  of  the
Five-Year Credit Agreement and, in that connection, hereby agrees
that  it  shall  become a Lender for purposes  of  the  Five-Year
Credit  Agreement  on [applicable Increase  Date]  and  that  its
Commitment shall as of such date be $__________.

           The  undersigned (i) confirms that it has  received  a
copy  of the Five-Year Credit Agreement, together with copies  of
the  financial statements referred to in Section 4.01(e) thereof,
the   most   recent   financial   statements   referred   to   in
Section  5.01(h) thereof and such other documents and information
as  it has deemed appropriate to make its own credit analysis and
decision  to  enter into this Assumption Agreement;  (ii)  agrees
that  it will, independently and without reliance upon the  Agent
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  the
Five-Year  Credit  Agreement; (iii) appoints and  authorizes  the
Agent  to take such action as agent on its behalf and to exercise
such powers under the Five-Year Credit Agreement as are delegated
to  the Agent by the terms thereof, together with such powers  as
are  reasonably  incidental thereto; (iv)  agrees  that  it  will
perform  in  accordance with their terms all of  the  obligations
which by the terms of the Five-Year Credit Agreement are required
to  be  performed by it as a Lender; (v) confirms that it  is  an
Eligible  Assignee;  (vi) specifies as its  Lending  Office  (and
address  for notices) the offices set forth beneath its  name  on
the   signature  pages  hereof;  and  (vii)  attaches  the  forms
prescribed  by the Internal Revenue Service of the United  States
required under Section 2.13 of the Five-Year Credit Agreement.]

           2[The  undersigned  ("Assuming  Lender")  proposes  to
become  an Assuming Lender pursuant to Section 2.16 of the  Five-
Year Credit Agreement and, in that connection, hereby agrees that
it  shall  become  a Lender for purposes of the Five-Year  Credit
Agreement  on [applicable Extension Date], assuming on such  date
the  Commitment  (without giving effect  to  assignments  thereof
which  have  not yet become effective and without regard  to  any
Competitive Bid Commitment Reduction) as in effect on [applicable
Extension  Date]  of  [name of applicable Non-Consenting  Lender]
(the  "Assignor") in the amount of $____________ and the Advances
(without giving effect to assignments thereof which have not  yet
become  effective) owing to the Assignor on [applicable Extension
Date]  in  the  amount  of [indicate amounts  and  currencies  of
various assigned Advances].

          The Assignor (i) represents and warrants that as of the
date  hereof its Commitment (without giving effect to assignments
thereof which have not yet become effective and without regard to
any  Competitive  Bid Commitment Reduction) is  $______  and  the
outstanding  principal amount of Advances owing  to  it  (without
giving  effect to assignments thereof which have not  yet  become
effective)  (A) in Dollars is $______, (B) in lawful currency  of
Japan is Yen____, (C) in lawful  currency of the Federal Republic
of Germany  is  Deutschemarks____, (D) in lawful currency of  the
Republic  of France  is Francs_____, (E) in  lawful  currency  of 
the  United  Kingdom  of  Great Britain  and  Northern Ireland is 
Pounds____  [, and (F)  indicate amounts  of  Advances  in  other
Foreign Currencies,  if  any]; (ii)  represents and warrants that
it  is  the  legal  and  beneficial owner  of  the interest being
assigned by it hereunder  and  that such  interest  is  free  and 
clear of any adverse claim;  (iii)  makes  no  representation  or
warranty  and  assumes  no  responsibility  with  respect  to any
statements,   warranties   or   representations  made  in  or  in
connection  with  the  Five-Year  Credit Agreement  or  any other
instrument  or  document  furnished  pursuant  thereto   or   the
execution,   legality,  validity,  enforceability,   genuineness,
sufficiency  or  value of the Five-Year Credit Agreement  or  any
other  instrument  or  document furnished pursuant  thereto;  and
(iv)   makes  no  representation  or  warranty  and  assumes   no
responsibility  with respect to the financial  condition  of  the
Company or any other Borrower or the performance or observance by
the Company or any other Borrower of any of its obligations under
the   Credit  Agreement  or  any  other  instrument  or  document
furnished pursuant thereto.

          The Assuming Lender (i) confirms that it has received a
copy  of the Five-Year Credit Agreement, together with copies  of
the  financial statements referred to in Section 4.01(e) thereof,
the  most  recent  financial statements referred  to  in  Section
5.01(h)  thereof and such other documents and information  as  it
has  deemed  appropriate  to make its  own  credit  analysis  and
decision  to  enter into this Assumption Agreement;  (ii)  agrees
that  it will, independently and without reliance upon the Agent,
the  Assignor 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   the  Five-Year  Credit  Agreement;  (iii)  appoints   and
authorizes  the Agent to take such action as agent on its  behalf
and  to exercise such powers under the Five-Year Credit Agreement
as are delegated to the Agent by the terms thereof, together with
such  powers  as are reasonably incidental thereto;  (iv)  agrees
that  it will perform in accordance with their terms all  of  the
obligations which by the terms of the Five-Year Credit  Agreement
are required to be performed by it as a Lender; (v) specifies  as
its  Lending  Office (and address for notices)  the  offices  set
forth  beneath  its  name  on  the signature  pages  hereof;  and
(vi)  attaches  the  forms  prescribed by  the  Internal  Revenue
Service of the United States required under Section 2.13 of Five-
Year Credit Agreement.]

           The  Assuming Lender requests that the Company deliver
to  the  Agent (to be promptly delivered to the Assuming  Lender)
Revolving  Credit  Notes payable to the  order  of  the  Assuming
Lender,  dated  as  of the [Extension Date] [Increase  Date]  and
substantially in the form of Exhibit A-1 to the Five-Year  Credit
Agreement.

           The effective date for this Assumption Agreement shall
be  [applicable Increase Date or Extension Date].  Upon  delivery
of  this  Assumption Agreement to the Company and the Agent,  and
satisfaction  of  all conditions imposed under [Section  2.05(e)]
[Section  2.16]  as  of [date specified above],  the  undersigned
shall  be a party to the Five-Year Credit Agreement and have  the
rights  and obligations of a Lender thereunder [and the  Assignor
shall  relinquish its rights and be released from its obligations
under  the  Five-Year Credit Agreement].3  As of [date  specified
above],  the  Agent shall make all payments under  the  Five-Year
Credit  Agreement  in  respect of the  interest  assigned  hereby
(including,  without  limitation,  all  payments  of   principal,
interest and commitment fees) to the Assuming Lender.

            This   Assumption  Agreement  may  be   executed   in
counterparts  and  by  different  parties  hereto   in   separate
counterparts, each of which when so executed shall be  deemed  to
be  an  original and all of which taken together shall constitute
one  and the same agreement.  Delivery of an executed counterpart
by  telecopier  shall  be  effective as delivery  of  a  manually
executed counterpart of this Assumption Agreement.

           This  Assumption Agreement shall be governed  by,  and
construed in accordance with, the laws of the State of New York.

                                     Very truly yours,

                                     [NAME OF ASSUMING LENDER]

                                     By________________________
                                        Name:
                                        Title:

                                     Domestic Lending Office
                                     (and address for notices):

                                     [Address]

                                     Eurodollar Lending Office

                                     [NAME OF ASSIGNOR]4

By________________________
                                        Name:
                                        Title:

                                        [Address]

Above Acknowledged and Agreed to:

ALLIEDSIGNAL INC.

By______________________
  Name:
  Title:

----------------------------
1  Use only in connection with Section 2.05(e).
2  Use only in connection with Section 2.16.
3  Use only in connection with Section 2.16.
4  Use only in connection with Section 2.16.

             EXHIBIT E - FORM OF DESIGNATION LETTER

                                             [DATE]

To each of the Lenders
  parties to the Five-Year
  Credit Agreement (as defined
  below) and to Citibank, N.A.,
  as Agent for such Lenders

Ladies and Gentlemen:

           Reference  is  made to the Five-Year Credit  Agreement
dated   as  of  June  30,  1995  among  AlliedSignal  Inc.   (the
"Company"), the Lenders named therein, Citibank, N.A.,  as  Agent
for  said  Lenders,  and ABN AMRO Bank N.V. and  Morgan  Guaranty
Trust  Company  of New York, as Co-Agents (the "Five-Year  Credit
Agreement").  For convenience of reference, terms used herein and
defined  in  the  Five-Year  Credit  Agreement  shall  have   the
respective  meanings  ascribed to such  terms  in  the  Five-Year
Credit Agreement.

           Please  be  advised that the Company hereby designates
its    undersigned    Subsidiary,    ____________    ("Designated
Subsidiary"),  as  a "Designated Subsidiary" under  and  for  all
purposes of the Five-Year Credit Agreement.

           The  Designated Subsidiary, in consideration  of  each
Lender's agreement to extend credit to it under and on the  terms
and  conditions set forth in the Five-Year Credit Agreement, does
hereby  assume each of the obligations imposed upon a "Designated
Subsidiary" and a "Borrower" under the Five-Year Credit Agreement
and  agrees to be bound by the terms and conditions of the  Five-
Year  Credit  Agreement.  In furtherance of  the  foregoing,  the
Designated  Subsidiary hereby represents  and  warrants  to  each
Lenders as follows:

           1.    The Designated Subsidiary is a corporation  duly
     incorporated,  validly existing and in good  standing  under
     the  laws  of  __________________ and is duly  qualified  to
     transact  business  in  all  jurisdictions  in  which   such
     qualification is required.

           2.    The execution, delivery and performance  by  the
     Designated Subsidiary of this Designation Letter, the  Five-
     Year Credit Agreement, its Notes and the consummation of the
     transactions contemplated thereby, are within the Designated
     Subsidiary's corporate powers, have been duly authorized  by
     all  necessary  corporate action, and do not  and  will  not
     cause  or constitute a violation of any provision of law  or
     regulation or any provision of the charter or by-laws of the
     Designated  Subsidiary  or  result  in  the  breach  of,  or
     constitute a default or require any consent under, or result
     in  the creation of any lien, charge or encumbrance upon any
     of  the  properties, revenues, or assets of  the  Designated
     Subsidiary pursuant to, any indenture or other agreement  or
     instrument to which the Designated Subsidiary is a party  or
     by  which the Designated Subsidiary or its property  may  be
     bound or affected.

           3.    This Designation Agreement and each of the Notes
     of the Designated Subsidiary, when delivered, will have been
     duly  executed  and delivered, and this Designation  Letter,
     the  Five-Year Credit Agreement and each of the Notes of the
     Designated  Subsidiary, when delivered,  will  constitute  a
     legal,  valid  and  binding  obligation  of  the  Designated
     Subsidiary enforceable against the Designated Subsidiary  in
     accordance with their respective terms except to the  extent
     that   such   enforcement  may  be  limited  by   applicable
     bankruptcy,  insolvency  and other  similar  laws  affecting
     creditors' rights generally.

            4.     There   is  no  action,  suit,  investigation,
     litigation or proceeding including, without limitation,  any
     Environmental  Action, pending or to the  knowledge  of  the
     Designated  Subsidiary Threatened affecting  the  Designated
     Subsidiary   before  any  court,  governmental   agency   or
     arbitration that (i) is reasonably likely to have a Material
     Adverse  Effect,  or (ii) purports to effect  the  legality,
     validity  or enforceability of this Designation Letter,  the
     Five-Year  Credit  Agreement, any  Note  of  the  Designated
     Subsidiary   or   the  consummation  of   the   transactions
     contemplated thereby.

           5.   No authorizations, consents, approvals, licenses,
     filings   or  registrations  by  or  with  any  governmental
     authority  or administrative body are required in connection
     with   the  execution,  delivery  or  performance   by   the
     Designated Subsidiary of this Designation Letter,  the Five-
     Year  Credit  Agreement  or  the  Notes  of  the  Designated
     Subsidiary   except   for  such  authorizations,   consents,
     approvals,  licenses,  filings  or  registrations  as   have
     heretofore been made, obtained or effected and are  in  full
     force and effect.

           6.   The Designated Subsidiary is not, and immediately
     after  the application by the Designated Subsidiary  of  the
     proceeds  of  each Advance will not be, (a)  an  "investment
     company" within the meaning of the Investment Company Act of
     1940,  as  amended,  or (b) a "holding company"  within  the
     meaning  of the Public Utility Holding Company Act of  1935,
     as amended.

                                   Very truly yours,

                                   AlliedSignal Inc.

                                   By _________________________
                                     Name:
                                     Title:

                                   [THE DESIGNATED SUBSIDIARY]

                                   By__________________________
                                     Name:
                                     Title:

         EXHIBIT F - FORM OF ACCEPTANCE BY PROCESS AGENT

                 [Letterhead of Process Agent]

                                                           [Date]

To each of the Lenders parties
to the Five-Year Credit
Agreement (as defined
below) and to Citibank, N.A.,
as Agent for said Lenders

                [Name of Designated Subsidiary]

Ladies and Gentlemen:

           Reference is made to (i) that certain Five-Year Credit
Agreement dated as of June 30, 1995 among AlliedSignal Inc.,  the
Lenders  named therein, Citibank, N.A., as Agent,  and  ABN  AMRO
Bank  N.V. and Morgan Guaranty Trust Company of New York, as  Co-
Agents for the Lenders (such Five-Year Credit Agreement as it may
hereafter  be  amended, supplemented or otherwise  modified  from
time  to time, being the "Five-Year Credit Agreement"; the  terms
defined  therein  being  used herein  as  therein  defined),  and
(ii)  to  the  Designation Letter, dated _________,  pursuant  to
which __________ has become a Borrower.

           Pursuant  to  Section  9.13 of  the  Five-Year  Credit
Agreement to which __________ has become subject pursuant to  its
Designation  Letter,  __________ has  appointed  the  undersigned
(with  an  office on the date hereof at 1633 Broadway, New  York,
New  York  10019, United States) as Process Agent to  receive  on
behalf  of  ______________ and its property service of copies  of
the  summons  and complaint and any other process  which  may  be
served  in  any  action or proceeding in any New  York  State  or
Federal court sitting in New York City arising out of or relating
to the Five-Year Credit Agreement.

           The  undersigned  hereby accepts such  appointment  as
Process  Agent  and  agrees  with  each  of  you  that  (i)   the
undersigned will not terminate or abandon the undersigned  agency
as such Process Agent without at least six months prior notice to
the  Agent (and hereby acknowledges that the undersigned has been
retained for its services as Process Agent through July 7, 1996),
(ii)  the  undersigned will maintain an office in New  York  City
through  such date and will give the Agent prompt notice  of  any
change of address of the undersigned, (iii) the undersigned  will
perform  its  duties  as Process Agent to receive  on  behalf  of
______________ and its property service of copies of the  summons
and  complaint and any other process which may be served  in  any
action  or  proceeding  in any New York State  or  Federal  court
sitting in New York City arising out of or relating to the  Five-
Year  Credit  Agreement  and (iv) the  undersigned  will  forward
forthwith  to  ______________ at its address at  ________________
or,  if  different,  its  then current  address,  copies  of  any
summons,  complaint  and  other  process  which  the  undersigned
receives in connection with its appointment as Process Agent.
          This acceptance and agreement shall be binding upon the
undersigned and all successors of the undersigned.

                                   Very truly yours,

                                   [PROCESS AGENT]

                                   By_______________________

                  EXHIBIT G - FORM OF OPINION
                     OF VICTOR P. PATRICK,
           ASSISTANT GENERAL COUNSEL FOR THE COMPANY

                                                    June 30, 1995

To each of the Lenders parties
  to the Credit Agreement
  (as defined below),
  and to Citibank, N.A.,
  as Agent for said Lenders

                       AlliedSignal Inc.

Ladies and Gentlemen:

           This  opinion is furnished to you pursuant to  Section
3.01(e)(vi) of the Five-Year  Credit  Agreement dated as  of June
30, 1995  among  AlliedSignal  Inc. (the  "Company"), the Lenders
parties  thereto, Citibank, N.A., as Agent for  said Lenders, and
ABN AMRO Bank N.V. and Morgan Guaranty Trust Company of New York,
as  Co-Agents  (the  "Credit Agreement").   Terms  defined in the
Credit  Agreement  are,  unless  otherwise  defined  herein, used
herein as therein defined.

           I  have acted as counsel for the Company in connection
with  the  preparation,  execution and  delivery  of  the  Credit
Agreement.

          In that connection I have examined:

          (1)  The Credit Agreement.

          (2)  The documents furnished by the Company pursuant to
     Article   III   of  the  Credit  Agreement,  including   the
     Certificate  of  Incorporation  of  the  Company   and   all
     amendments  thereto (the "Charter") and the By-laws  of  the
     Company and all amendments thereto (the "By-laws").

           (3)   A  certificate of the Secretary of State of  the
     State  of  Delaware, dated June 12, 1995, attesting  to  the
     continued  corporate  existence and  good  standing  of  the
     Company in that State.

I  have  also examined the originals, or copies certified  to  my
satisfaction, of such corporate records of the Company (including
resolutions  adopted by the Board of Directors of  the  Company),
certificates of public officials and of officers of the  Company,
and  agreements,  instruments and documents,  as  I  have  deemed
necessary as a basis for the opinions hereinafter expressed.   As
to  questions  of fact material to such opinions,  I  have,  when
relevant  facts were not independently established by me,  relied
upon  certificates of the Company or its officers  or  of  public
officials.   I  have  assumed  the due  execution  and  delivery,
pursuant  to  due authorization, of the Credit Agreement  by  the
Initial Lenders and the Agent.
           I  am  qualified to practice law in the State  of  New
York,  and  I  do not purport to be expert in, or to express  any
opinion  herein concerning, any laws other than the laws  of  the
State  of  New York, the General Corporation Law of the State  of
Delaware and the Federal laws of the United States.

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

           1.    The Company (a) is a corporation duly organized,
     validly existing and in good standing under the laws of  the
     State  of  Delaware,  (b)  is duly qualified  as  a  foreign
     corporation in each other jurisdiction in which it  owns  or
     leases  property  or in which the conduct  of  its  business
     requires  it  to so qualify or be licensed and (c)  has  all
     requisite corporate power and authority to own or lease  and
     operate its properties and to carry on its business  as  now
     conducted and as proposed to be conducted.

           2.    The execution, delivery and performance  by  the
     Company  of  the  Credit Agreement  and  the  Notes  of  the
     Company,   and   the   consummation  of   the   transactions
     contemplated  thereby,  are within the  Company's  corporate
     powers, have been duly authorized by all necessary corporate
     action, and do not (i) contravene the Charter or the By-laws
     or  (ii) violate any law (including, without limitation, the
     Securities Exchange Act of 1934 and the Racketeer Influenced
     and  Corrupt  Organizations Chapter of the  Organized  Crime
     Control  Act of 1970), rule, regulation (including,  without
     limitation,  Regulation X of the Board of Governors  of  the
     Federal  Reserve  System)  or  any  material  order,   writ,
     judgment,  decree, determination or award or (iii)  conflict
     with  or  result in the breach of, or constitute  a  default
     under,  any  material indenture, loan or  credit  agreement,
     lease,  mortgage,  security agreement,  bond,  note  or  any
     similar document.  The Credit Agreement and the Notes of the
     Company  have been duly executed and delivered on behalf  of
     the Company.

           3.    No authorization, approval, or other action  by,
     and no notice to or filing with, any governmental authority,
     administrative agency or regulatory body, or any third party
     is  required for the due execution, delivery and performance
     by  the Company of the Credit Agreement or the Notes of  the
     Company,   or  for  the  consummation  of  the  transactions
     contemplated thereby.

           4.    The  Credit Agreement is, and each Note  of  the
     Company  when delivered under the Credit Agreement will  be,
     the  legal,  valid  and binding obligation  of  the  Company
     enforceable  against  the Company in accordance  with  their
     respective  terms, except as the enforceability thereof  may
     be  limited  by  bankruptcy, insolvency,  reorganization  or
     moratorium or other similar laws relating to the enforcement
     of  creditors'  rights generally or by  the  application  of
     general  principles of equity (regardless  of  whether  such
     enforceability is considered in a proceeding in equity or at
     law),  and  except that I express no opinion as to  (i)  the
     subject  matter jurisdiction of the District Courts  of  the
     United  States  of  America  to adjudicate  any  controversy
     relating to the Credit Agreement or the Notes of the Company
     or  (ii)  the  effect of the law of any jurisdiction  (other
     than the State of New York) wherein any Lender or Applicable
     Lending Office may be located or wherein enforcement of  the
     Credit  Agreement or the Notes of the Company may be  sought
     which  limits  rates of interest which  may  be  charged  or
     collected by such Lender.

            5.     There   is  no  action,  suit,  investigation,
     litigation or proceeding against the Company or any  of  its
     Subsidiaries  before  any  court,  governmental  agency   or
     arbitrator  now  pending or, to the best  of  my  knowledge,
     Threatened  that  is reasonably likely to  have  a  Material
     Adverse Effect (other than the Disclosed Litigation) or that
     purports  to affect the legality, validity or enforceability
     of  the  Credit Agreement or any Note of the Company or  the
     consummation  of the transactions contemplated thereby,  and
     there has been no adverse change in the status, or financial
     effect  on  the Company or any of its Subsidiaries,  of  the
     Disclosed Litigation from that described on Schedule 3.01(b)
     of the Credit Agreement.

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

           7.   The Company is not a "holding company" within the
     meaning  of the Public Utility Holding Company Act of  1935,
     as amended.

           In  connection with the opinions expressed by me above
in  paragraph 4, I wish to point out that (i) provisions  of  the
Credit  Agreement  that permit the Agent or any  Lender  to  take
action  or  make determinations may be subject to  a  requirement
that  such  action be taken or such determinations be made  on  a
reasonable basis and in good faith, (ii) that a party to whom  an
advance is owed may, under certain circumstances, be called  upon
to prove the outstanding amount of the Advances evidenced thereby
and (iii) the rights of the Agent and the Lenders provided for in
Section 9.04(b) of the Credit Agreement may be limited in certain
circumstances.

           I am aware that Shearman & Sterling will rely upon the
opinions  set  forth  paragraphs 1, 2 and 3 of  this  opinion  in
rendering   their   opinion   furnished   pursuant   to   Section
3.01(e)(vii) of the Credit Agreement.

                                   Very truly yours,

             EXHIBIT H - FORM OF OPINION OF COUNSEL
                   TO A DESIGNATED SUBSIDIARY

                                               ____________, 19__

To each of the Lenders parties
  to the Credit Agreement
  (as defined below),
  and to Citibank, N.A., as Agent
  for said Lenders

Ladies and Gentlemen:

           In  my  capacity  as  counsel to _____________________
("Designated  Subsidiary"),  I  have  reviewed that certain Five-
Year   Credit   Agreement   dated  as  of  June  30,  1995  among
AlliedSignal Inc.,  the Lenders named therein, Citibank, N.A., as
Agent  for  such  Lenders,  and  ABN AMRO Bank  N.V.  and  Morgan 
Guaranty Trust Company of  New York,  as  Co-Agents  (the "Credit
Agreement").  In  connection  therewith, I have also examined the
following documents:

           (i)   The Designation Letter (as defined in the Credit
     Agreement) executed by the Designated Subsidiary.

               [such other documents as counsel may wish to refer
                to]

           I  have also reviewed such matters of law and examined
the original, certified, conformed or photographic copies of such
other  documents, records, agreements and certificates as I  have
considered relevant hereto.

           Except  as  expressly specified herein all terms  used
herein  and  defined  in  the Credit  Agreement  shall  have  the
respective meanings ascribed to them in the Credit Agreement.

          Based upon the foregoing, I am of the opinion that:

           1.    The  Designated Subsidiary (a) is a  corporation
     duly  incorporated, validly existing and  in  good  standing
     under  the  laws of _________________________, (b)  is  duly
     qualified  in each other jurisdiction in which  it  owns  or
     leases  property  or in which the conduct  of  its  business
     requires  it  to so qualify or be licensed and (c)  has  all
     requisite corporate power and authority to own or lease  and
     operate its properties and to carry on its business  as  now
     conducted and as proposed to be conducted.

           2.    The execution, delivery and performance  by  the
     Designated Subsidiary of its Designation Letter, the  Credit
     Agreement  and  its  Notes,  and  the  consummation  of  the
     transactions contemplated thereby, are within the Designated
     Subsidiary's corporate powers, have been duly authorized  by
     all  necessary  corporate action, and do not  and  will  not
     cause  or constitute a violation of any provision of law  or
     regulation  or  any material order, writ, judgment,  decree,
     determination or award or any provision of the charter or by-
     laws  or  other  constituent  documents  of  the  Designated
     Subsidiary  or  result in the breach  of,  or  constitute  a
     default  or  require any consent under,  or  result  in  the
     creation of any lien, charge or encumbrance upon any of  the
     properties, revenues, or assets of the Designated Subsidiary
     pursuant  to,  any material indenture or other agreement  or
     instrument to which the Designated Subsidiary is a party  or
     by  which the Designated Subsidiary or its property  may  be
     bound or affected.  The Designation Letter and each Note  of
     the   Designated  Subsidiary  has  been  duly  executed  and
     delivered on behalf of the Designated Subsidiary.

          3.   The Credit Agreement and the Designation Letter of
     the   Designated  Subsidiary  are,  and  each  Note  of  the
     Designated  Subsidiary  when  delivered  under  the   Credit
     Agreement  will be, the legal, valid and binding  obligation
     of  the Designated Subsidiary enforceable in accordance with
     their respective terms, except as the enforceability thereof
     may be limited by bankruptcy, insolvency, reorganization  or
     moratorium or other similar laws relating to the enforcement
     of  creditors'  rights generally or by  the  application  of
     general  principles of equity (regardless  of  whether  such
     enforceability is considered in a proceeding in equity or at
     law),  and  except that I express no opinion as to  (i)  the
     subject  matter jurisdiction of the District Courts  of  the
     United  States  of  America  to adjudicate  any  controversy
     relating to the Credit Agreement, the Designation Letter  of
     the  Designated  Subsidiary or the Notes of  the  Designated
     Subsidiary or (ii) the effect of the law of any jurisdiction
     (other  than  the State of New York) wherein any  Lender  or
     Applicable   Lending  Office  may  be  located  or   wherein
     enforcement of the Credit Agreement, the Designation  Letter
     of  the Designated Subsidiary or the Notes of the Designated
     Subsidiary  may  be  sought which limits rates  of  interest
     which may be charged or collected by such Lender.

            4.     There   is  no  action,  suit,  investigation,
     litigation  or  proceeding at law or in  equity  before  any
     court, governmental agency or arbitration now pending or, to
     the  best of my knowledge and belief, Threatened against the
     Designated Subsidiary that is reasonably likely  to  have  a
     Material  Adverse  Effect or that  purports  to  affect  the
     legality,  validity  or enforceability  of  the  Designation
     Letter of the Designated Subsidiary, the Credit Agreement or
     any Note of the Designated Subsidiary or the consummation of
     the transactions contemplated thereby.

           5.   No authorizations, consents, approvals, licenses,
     filings   or  registrations  by  or  with  any  governmental
     authority  or administrative body are required for  the  due
     execution,   delivery  and  performance  by  the  Designated
     Subsidiary  of its Designation Letter, the Credit  Agreement
     or  the  Notes of the Designated Subsidiary except for  such
     authorizations,  consents, approvals, licenses,  filings  or
     registrations  as  have heretofore been  made,  obtained  or
     affected and are in full force and effect.

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

           7.    The  Designated Subsidiary  is  not  a  "holding
     company"  within  the meaning of the Public Utility  Holding
     Company Act of 1935, as amended.

           In  connection with the opinions expressed by me above
in  paragraph 3, I wish to point out that (i) provisions  of  the
Credit  Agreement which permit the Agent or any  Lender  to  take
action  or  make determinations may be subject to  a  requirement
that  such  action be taken or such determinations be made  on  a
reasonable  basis  and in good faith, (ii) a  party  to  whom  an
advance is owed may, under certain circumstances, be called  upon
to prove the outstanding amount of the Advances evidenced thereby
and (iii) the rights of the Agent and the Lenders provided for in
Section 9.04(b) of the Credit Agreement may be limited in certain
circumstances.

                                   Very truly yours,

                  EXHIBIT I - FORM OF OPINION
                    OF SHEARMAN & STERLING,
                      COUNSEL TO THE AGENT

                        [S&S LETTERHEAD]

                         June 30, 1995

To the Lenders listed on
  Exhibit A hereto and
  to Citibank, N.A., as
  Agent

                       AlliedSignal Inc.

Ladies and Gentlemen:

           We  have acted as counsel to Citibank. N.A., as Agent,
in connection with the preparation, execution and delivery of the
Five-Year  Credit  Agreement, dated as  of  June  30,  1995  (the
"Credit Agreement"), among AlliedSignal Inc. (the "Company")  and
each  of  you.   Terms defined in the Credit Agreement  are  used
herein as therein defined.

           In  that  connection, we have examined  the  following
documents:

           (1)  Counterparts of the Credit Agreement, executed by
     each of the parties thereto.

          (2)  The documents furnished by the Company pursuant to
     Article III of the Credit Agreement and listed on Exhibit  B
     hereto,   including  the  opinion  of  Victor  P.   Patrick,
     Assistant General Counsel for the Company.

           In our examination of the documents referred to above,
we  have assumed the authenticity of all such documents submitted
to  us  as originals, the genuineness of all signatures, the  due
authority  of  the  parties  executing  such  documents  and  the
conformity to the originals of all such documents submitted to us
as copies.  We have also assumed that each of the Lenders and the
Agent  has duly executed and delivered, with all necessary  power
and  authority  (corporate and otherwise), the Credit  Agreement.
To   the   extent  that  our  opinions  expressed  below  involve
conclusions as to the matters set forth in paragraphs 1, 2, and 3
of  the  above-mentioned opinion of Victor P.  Patrick,  we  have
assumed without independent investigation the correctness of  the
matters set forth in such paragraphs.

           Based upon the foregoing examination of documents  and
assumptions  and upon such other investigation as we have  deemed
necessary, we are of the opinion that the Credit Agreement as  in
effect  on  the  date hereof is, and each of  the  Notes  of  the
Company  when delivered under the Credit Agreement will  be,  the
legal,  valid  and binding obligation of the Company  enforceable
against the Company in accordance with their respective terms.

            Our   above  opinion  is  subject  to  the  following
qualifications:

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

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

          (c)  Such opinion is limited to the law of the State of
     New York and the Federal law of the United States, and we do
     not  express  any opinion herein concerning any  other  law.
     Without limiting the generality of the foregoing, we express
     no  opinion  as to the effect of the law of any jurisdiction
     other  than  the  State of New York wherein  any  Lender  or
     Applicable   Lending  Office  may  be  located  or   wherein
     enforcement  of  the Credit Agreement or  any  Note  may  be
     sought which limits the rates of interest legally chargeable
     or collectible.

           A  copy of this opinion letter may be delivered by any
Lender  to any financial institution in connection with,  and  at
the  time of, any assignment and delegation by such Lender  under
the  Credit Agreement to such financial institution of all  or  a
portion  of the rights and obligations of such Lender  under  the
Credit  Agreement in accordance with the provisions of the Credit
Agreement, and such financial institution may rely on the opinion
expressed  above  as  if this opinion letter were  addressed  and
delivered to such financial institution on the date hereof.

           This opinion letter speaks only as of the date hereof.
We  do not assume, and expressly disclaim, any responsibility  to
advise  you or any other person who is permitted to rely  on  any
opinion  expressed  herein as specified  in  the  next  preceding
paragraph  of any change of law or fact that may occur after  the
date  of  this opinion letter even though such change may  affect
the  legal analysis, any legal conclusion or any other matter set
forth  in  or relating to this opinion letter.  Accordingly,  any
person  relying  on this opinion letter at any time  should  seek
advice  of  its  counsel  as to the proper  application  of  this
opinion letter at such time.

                                   Very truly yours,

                           EXHIBIT A
               to the Opinion dated June 30, 1995
                     of Shearman & Sterling

                            Lenders

ABN AMRO Bank N.V., New York Branch
Bank of America National Trust and Savings Association
Bank of Montreal
Banque Nationale de Paris, New York
Canadian Imperial Bank of Commerce
Chemical Bank
Citibank, N.A.
Deutsche Bank AG New York and/or Cayman Islands Branches
Mellon Bank, N.A.
Midland Bank PLC, New York Branch
Morgan Guaranty Trust Company of New York
National Westminster Bank Plc (New York and/or Nassau Branches)
NationsBank, N.A. (Carolinas)
Royal Bank of Canada
The Bank of New York
The Bank of Tokyo Trust Company
The Chase Manhattan Bank, N.A.
The First National Bank of Chicago
The Industrial Bank of Japan Trust Company
The Toronto-Dominion Bank
Union Bank of Switzerland, New York Branch

                           EXHIBIT B
               to the Opinion dated June 30, 1995
                     of Shearman & Sterling

                           Documents

      1.    A certificate signed by a duly authorized officer  of
the  Company,  dated  the Effective Date, stating  that  (i)  the
representations and warranties contained in Section 4.01  of  the
Credit Agreement are correct on and as of the Effective Date, and
(ii)  no event has occurred and is continuing that constitutes  a
Default,  delivered  pursuant to Section 3.01(d)  of  the  Credit
Agreement.

      2.   The Revolving Credit Notes of the Company to the order
of  the  Lenders,  respectively, delivered  pursuant  to  Section
3.01(e)(i) of the Credit Agreement.

      3.    Certified copies of the resolutions of the  Board  of
Directors of the Company approving the Credit Agreement  and  the
Notes  of  the  Company,  and of all documents  evidencing  other
necessary  corporate action and governmental approvals,  if  any,
with  respect  to the Credit Agreement and such Notes,  delivered
pursuant to Section 3.01(e)(ii) of the Credit Agreement.

      4.    A  certificate  of  the  Secretary  or  an  Assistant
Secretary of the Company certifying the names and true signatures
of  the  officers  of the Company authorized to sign  the  Credit
Agreement and the Notes of the Company and the other documents to
be  delivered under the Credit Agreement, delivered  pursuant  to
Section 3.01(e)(iii) of the Credit Agreement.

       5.     Authenticated   copies  of   the   Certificate   of
Incorporation and By-Laws of the Company, delivered  pursuant  to
Section 3.01(e)(iv) of the Credit Agreement.

      6.   Evidence of the termination of the Existing Facility A
Credit  Agreement  and the Existing Facility B Credit  Agreement,
and  payment of all amounts owing thereunder, delivered  pursuant
to Section 3.01(e)(v) of the Credit Agreement.

      7.    The  opinion of Victor P. Patrick, Assistant  General
Counsel of the Company, substantially in the form of Exhibit G to
the  Credit Agreement,and as to such other matters as any  Lender
through  the Agent may reasonably request, delivered pursuant  to
Section 3.01(vi) of the Credit Agreement.

                       TABLE OF CONTENTS

                                                             Page

     ARTICLE I

                DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01.  Certain Defined Terms                  1
          SECTION 1.02.  Computation of Time Periods           16
          SECTION 1.03.  Accounting Terms                      16

     ARTICLE II

               AMOUNTS AND TERMS OF THE ADVANCES

          SECTION 2.01.  The Revolving Credit Advances         16
          SECTION 2.02.  Making the Revolving Credit
          Advances                                             17
          SECTION 2.03.  The Competitive Bid Advances          19
          SECTION 2.04.  Fees                                  24
          SECTION 2.05.  Termination, Reduction or Increase
          of the Commitments                                   24
          SECTION 2.06.  Repayment of Revolving Credit
          Advances                                             28
          SECTION 2.07.  Interest on Revolving Credit
          Advances                                             28
          SECTION 2.08.  Interest Rate Determination           29
          SECTION 2.09.  Prepayments of Revolving Credit
          Advances                                             31
          SECTION 2.10.  Increased Costs                       32
          SECTION 2.11.  Illegality                            33
          SECTION 2.12.  Payments and Computations             33
          SECTION 2.13.  Taxes                                 35
          SECTION 2.14.  Sharing of Payments, Etc.             37
          SECTION 2.15.  Use of Proceeds                       38
          SECTION 2.16.  Extension of Termination Date         38

     ARTICLE III

            CONDITIONS TO EFFECTIVENESS AND LENDING

          SECTION 3.01.  Conditions Precedent to
          Effectiveness of Sections 2.01 and 2.03              40
          SECTION 3.02.  Initial Loan to Each Designated
          Subsidiary                                           42
          SECTION 3.03.  Conditions Precedent to Each
          Revolving Credit Borrowing                           43
          SECTION 3.04.  Conditions Precedent to Each
          Competitive Bid Borrowing                            43
          SECTION 3.05. Determinations Under Section 3.01      44

     ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

          SECTION 4.01.  Representations and Warranties of
          the Borrower                                         45

     ARTICLE V

                   COVENANTS OF THE BORROWER

          SECTION 5.01.  Affirmative Covenants                 48
          SECTION 5.02.  Negative Covenants                    52

     ARTICLE VI

                       EVENTS OF DEFAULT

          SECTION 6.01.  Events of Default                     54

     ARTICLE VII

                           GUARANTEE

          SECTION 7.01.  Unconditional Guarantee               58
          SECTION 7.02.  Guarantee Absolute                    59
          SECTION 7.03.  Waivers                               60
          SECTION 7.04.  Remedies                              60
          SECTION 7.05.  No Stay                               60
          SECTION 7.06.  Survival                              61

     ARTICLE VIII

                           THE AGENT

          SECTION 8.01.  Authorization and Action              61
          SECTION 8.02.  Agent's Reliance, Etc.                61
          SECTION 8.03.  Citibank and Affiliates               62
          SECTION 8.04.  Lender Credit Decision                62
          SECTION 8.05.  Indemnification                       62
          SECTION 8.06.  Successor Agent                       63

     ARTICLE IX

                         MISCELLANEOUS

          SECTION 9.01.  Amendments, Etc.                      63
          SECTION 9.02.  Notices, Etc.                         64
          SECTION 9.03.  No Waiver; Remedies                   64
          SECTION 9.04.  Costs and Expenses                    64
          SECTION 9.05.  Right of Set-off                      65
          SECTION 9.06.  Binding Effect                        66
          SECTION 9.07.  Assignments and Participations        66
          SECTION 9.08.  Designated Subsidiaries               69
          SECTION 9.09.  Confidentiality.                      69
          SECTION 9.10.  Mitigation of Yield Protection.       70
          SECTION 9.11.  Governing Law.                        70
          SECTION 9.12.  Execution in Counterparts             70
          SECTION 9.13.  Jurisdiction, Etc.                    70
          SECTION 9.14.  Waiver of Jury Trial                  71
          SECTION 9.15.  Final Agreement                       71

                          SCHEDULES

Schedule I - List of Applicable Lending Offices

Schedule 3.01(b) - Disclosed Litigation

EXHIBITS

Exhibit A-1 -  Form of Revolving Credit Note

Exhibit A-2 -  Form of Competitive Bid Note

Exhibit B-1 -  Form of Notice of Revolving Credit Borrowing

Exhibit B-2 -  Form of Notice of Competitive Bid Borrowing

Exhibit C   -  Form of Assignment and Acceptance

Exhibit D   -  Form of Assumption Agreement

Exhibit E   -  Form of Designation Letter

Exhibit F   -  Form of Acceptance by Process Agent

Exhibit G   -  Form of Opinion of Victor P. Patrick,
               Assistant General Counsel for the Company

Exhibit H   -  Form of Opinion of Counsel to a Designated
               Subsidiary

Exhibit I   -  Form of Opinion of Shearman & Sterling, Counsel to
               the Agent

                                              COPY AS EXECUTED

                        U.S. $375,000,000

                    364-DAY CREDIT AGREEMENT

                    Dated as of June 30, 1995

                             Among

                        ALLIEDSIGNAL INC.,

                          as Borrower,

                              and

                THE INITIAL LENDERS NAMED HEREIN,

                       as Initial Lenders,

                              and

                         CITIBANK, N.A.,

                           as Agent

                              and

                    ABN AMRO BANK N.V. and
           MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

                         as Co-Agents

                    364-DAY CREDIT AGREEMENT

                   Dated as of June 30, 1995

           ALLIEDSIGNAL  INC., a Delaware corporation (the "Company"),  the
banks, financial institutions and other institutional lenders (the "Initial
Lenders")   listed   on   the  signature  pages  hereof,   CITIBANK,   N.A.
("Citibank"),  as agent (the "Agent"), and ABN AMRO BANK  N.V.  and  MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as co-agents (the "Co-Agents"), for the
Lenders (as hereinafter defined), agree as follows:

                           ARTICLE I

                DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01.  Certain Defined Terms.  As used in this Agreement,
the following terms shall have the following meanings (such meanings to  be
equally  applicable  to both the singular and plural  forms  of  the  terms
defined):

           "Advance" means a Revolving Credit Advance or a Competitive  Bid
     Advance.

           "Affiliate"  means,  as to any Person, any  other  Person  that,
     directly or indirectly, controls, is controlled by or is under  common
     control  with such Person or is a director or officer of such  Person.
     For  purposes  of this definition, the term "control"  (including  the
     terms  "controlling", "controlled by" and "under common control with")
     of  a Person means the possession, direct or indirect, of the power to
     direct  or cause the direction of the management and policies of  such
     Person, whether through the ownership of Voting Stock, by contract  or
     otherwise.

           "Alternate Currency" means any lawful currency other than Dollars
     and  the  Major Currencies that is freely transferable and convertible
     into Dollars.

           "Applicable Lending Office" means, with respect to each  Lender,
     such  Lender's  Domestic Lending Office in the case  of  a  Base  Rate
     Advance and such Lender's Eurocurrency Lending Office in the case of a
     Eurocurrency  Rate  Advance  and, in the case  of  a  Competitive  Bid
     Advance,  the  office of such Lender notified by such  Lender  to  the
     Agent   as  its  Applicable  Lending  Office  with  respect  to   such
     Competitive Bid Advance.

           "Assignment  and Acceptance" means an assignment and  acceptance
     entered into by a Lender and an Eligible Assignee, and accepted by the
     Agent, in substantially the form of Exhibit C hereto.

           "Assuming  Lender" means an Eligible Assignee not  previously  a
     Lender that becomes a Lender hereunder pursuant to Section 2.05(e).

           "Assumption  Agreement" means an agreement in substantially  the
     form  of  Exhibit  D  hereto by which an Eligible Assignee  agrees  to
     become a Lender hereunder pursuant to Section 2.05(e), agreeing to  be
     bound by all obligations of a Lender hereunder.

           "Base Rate" means a fluctuating interest rate per annum in effect
     from time to time, which rate per annum shall at all times be equal to
     the highest of:

                    (a)   the  rate  of  interest  announced   publicly  by
          Citibank  in New York, New York, from time to time, as Citibank's
          base rate;

                    (b)  the sum (adjusted to the nearest 1/16 of 1% or, if
          there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%) of
          (i)  1/2 of 1% per annum, plus (ii) the rate obtained by dividing
          (A)  the  latest  three-week moving average of  secondary  market
          morning  offering  rates  in the United  States  for  three-month
          certificates  of  deposit  of major United  States  money  market
          banks, such three-week moving average (adjusted to the basis of a
          year of 360 days) being determined weekly on each Monday (or,  if
          such  day  is not a Business Day, on the next succeeding Business
          Day)  for the three-week period ending on the previous Friday  by
          Citibank  on  the basis of such rates reported by certificate  of
          deposit  dealers to and published by the Federal Reserve Bank  of
          New   York  or,  if  such  publication  shall  be  suspended   or
          terminated, on the basis of quotations for such rates received by
          Citibank  from three New York certificate of deposit  dealers  of
          recognized  standing selected by Citibank, by  (B)  a  percentage
          equal  to  100%  minus  the  average  of  the  daily  percentages
          specified during such three-week period by the Board of Governors
          of  the Federal Reserve System (or any successor) for determining
          the  maximum reserve requirement (including, but not limited  to,
          any   emergency,   supplemental   or   other   marginal   reserve
          requirement) for Citibank with respect to liabilities  consisting
          of or including (among other liabilities) three-month Dollar non-
          personal  time  deposits  in the United States,  plus  (iii)  the
          average  during  such three-week period of the annual  assessment
          rates  estimated  by Citibank for determining  the  then  current
          annual  assessment  payable by Citibank to  the  Federal  Deposit
          Insurance  Corporation  (or any successor)  for  insuring  Dollar
          deposits of Citibank in the United States; and

                     (c)   1/2  of one percent per annum above the  Federal
          Funds Rate.

           "Base Rate Advance" means a Revolving Credit Advance denominated
     in Dollars that bears interest as provided in Section 2.07(a)(i).

          "Borrower" means the Company or any Designated Subsidiary, as the
     context requires.

           "Borrowing" means a Revolving Credit Borrowing or a  Competitive
     Bid Borrowing.

           "Business  Day" means a day of the year on which banks  are  not
     required  or authorized by law to close in New York City and,  if  the
     applicable  Business Day relates to any Eurocurrency Rate  Advance  or
     LIBO  Rate  Advance, on which dealings are carried on  in  the  London
     interbank market and banks are open for business in London and in  the
     country of issue of the currency of such Eurocurrency Rate Advance  or
     LIBO Rate Advance.

          "Change of Control" means that (i) any Person or group of Persons
     (within the meaning of Section 13 or 14 of the Securities Exchange Act
     of  1934,  as  amended  (the  "Act")) (other  than  the  Company,  any
     Subsidiary  of  the Company or any savings, pension or  other  benefit
     plan  for the benefit of employees of the Company or its Subsidiaries)
     which theretofore beneficially owned less than 30% of the Voting Stock
     of  the  Company  then  outstanding  shall  have  acquired  beneficial
     ownership  (within  the  meaning  of Rule  13d-3  promulgated  by  the
     Securities  and Exchange Commission under the Act) of 30% or  more  in
     voting  power of the outstanding Voting Stock of the Company  or  (ii)
     during  any  period of twelve consecutive calendar months, individuals
     who at the beginning of such twelve-month period were directors of the
     Company shall cease to constitute a majority of the Board of Directors
     of the Company.

           "Commitment"  means as to any Lender (i) the Dollar  amount  set
     forth  opposite its name on the signature pages hereof, (ii)  if  such
     Lender  has  become  a  Lender hereunder  pursuant  to  an  Assumption
     Agreement,  the  Dollar  amount set forth as its  Commitment  in  such
     Assumption  Agreement  or (iii) if such Lender has  entered  into  any
     Assignment and Acceptance, the Dollar amount set forth for such Lender
     in  the  Register maintained by the Administrative Agent  pursuant  to
     Section 9.07(d), in each case as the same may be increased, terminated
     or reduced, as the case may be, pursuant to Section 2.05(a), (b), (c),
     (d) or (e).

           "Commitment  Date"   has  the  meaning  specified   in   Section
     2.05(e)(i).

           "Commitment  Increase"  has  the meaning  specified  in  Section
     2.05(e)(i).

           "Competitive  Bid Advance" means an advance by a Lender  to  any
     Borrower  as  part of a Competitive Bid Borrowing resulting  from  the
     competitive bidding procedure described in Section 2.03 and refers  to
     a  Fixed Rate Advance or a LIBO Rate Advance (each of which shall be a
     "Type" of Competitive Bid Advance).

           "Competitive  Bid  Borrowing" means a  borrowing  consisting  of
     simultaneous  Competitive Bid Advances from each of the Lenders  whose
     offer  to  make one or more Competitive Bid Advances as part  of  such
     borrowing  has  been accepted under the competitive bidding  procedure
     described in Section 2.03.

           "Competitive Bid Note" means a promissory note of  any  Borrower
     payable  to  the  order of any Lender, in substantially  the  form  of
     Exhibit  A-2  hereto, evidencing the indebtedness of such Borrower  to
     such  Lender  resulting from a Competitive Bid Advance  made  by  such
     Lender to such Borrower.

           "Competitive Bid Reduction" has the meaning specified in Section
     2.01.

           "Consolidated"  refers  to  the  consolidation  of  accounts  in
     accordance with GAAP.

           "Consolidated Subsidiary" means, at any time, any Subsidiary the
     accounts  of  which  are required at that time to  be  included  on  a
     Consolidated  basis in the Consolidated financial  statements  of  the
     Company,  assuming  that  such financial statements  are  prepared  in
     accordance with GAAP.

           "Convert",  "Conversion"   and  "Converted"  each  refers  to  a
     conversion  of  Revolving Credit Advances of one Type  into  Revolving
     Credit Advances of the other Type pursuant to Section 2.08.

           "Debt"  means, with respect to any Person:  (i) indebtedness  of
     such  Person, which is not limited as to recourse to such Person,  for
     borrowed  money  (whether by loan or the issuance  and  sale  of  debt
     securities)  or  for the deferred (for 90 days or  more)  purchase  or
     acquisition  price  of  property  or services;  (ii)  indebtedness  or
     obligations  of  others which such Person has assumed  or  guaranteed;
     (iii)  indebtedness or obligations of others secured by a lien, charge
     or  encumbrance on property of such Person whether or not such  Person
     shall  have assumed such indebtedness or obligations; (iv) obligations
     of such Person in respect of letters of credit (other than performance
     letters of credit, except to the extent backing an obligation  of  any
     Person which would be Debt of such Person), acceptance facilities,  or
     drafts  or  similar instruments issued or accepted by banks and  other
     financial  institutions  for  the account  of  such  Person;  and  (v)
     obligations  of  such Person under leases which  are  required  to  be
     capitalized on a balance sheet of such Person in accordance with GAAP.

           "Default"  means  any Event of Default or any event  that  would
     constitute an Event of Default but for the requirement that notice  be
     given or time elapse or both.

           "Designated  Subsidiary" means any corporate Subsidiary  of  the
     Company  designated  for  borrowing privileges  under  this  Agreement
     pursuant to Section 9.08.

           "Designation  Letter"  means, with  respect  to  any  Designated
     Subsidiary,  a letter in the form of Exhibit E hereto signed  by  such
     Designated Subsidiary and the Company.

           "Disclosed  Litigation"  has the meaning  specified  in  Section
     3.01(b).

           "Dollars" and the "$" sign each means lawful money of the United
     States of America.

           "Domestic  Lending Office" means, with respect  to  any  Initial
     Lender,  the office of such Lender specified as its "Domestic  Lending
     Office"  opposite its name on Schedule I hereto and, with  respect  to
     any other Lender, the office of such Lender specified as its "Domestic
     Lending  Office" in the Assumption Agreement or in the Assignment  and
     Acceptance pursuant to which it became a Lender, or such other  office
     of  such  Lender as such Lender may from time to time specify  to  the
     Company and the Agent.

           "Domestic Subsidiary" means any Subsidiary whose operations  are
     conducted  primarily  in  the United States excluding  any  Subsidiary
     whose  assets  consist  primarily of the stock of  Subsidiaries  whose
     operations are conducted outside the United States of America.

           "Effective Date" has the meaning specified in Section 3.01.

           "Eligible Assignee" means (i) a Lender; (ii) an Affiliate  of  a
     Lender; (iii) a commercial bank organized under the laws of the United
     States,  or  any State thereof, and having total assets in  excess  of
     $10,000,000,000; (iv) a savings and loan association or  savings  bank
     organized  under the laws of the United States, or any State  thereof,
     and  having  a  net  worth  of  at least $500,000,000,  calculated  in
     accordance with GAAP; (v) a commercial bank organized under  the  laws
     of any other country that is a member of the Organization for Economic
     Cooperation   and   Development  or  has  concluded  special   lending
     arrangements with the International Monetary Fund associated with  its
     General Arrangements to Borrow, or a political subdivision of any such
     country, and having total assets in excess of $10,000,000,000, so long
     as  such  bank  is acting through a branch or agency  located  in  the
     country  in which it is organized or another country that is described
     in this clause (v); and (vi) the central bank of any country that is a
     member of the Organization for Economic Cooperation and Development.

           "Environmental  Action" means any action, suit,  demand,  demand
     letter,  claim,  notice  of non-compliance  or  violation,  notice  of
     liability  or potential liability, investigation, proceeding,  consent
     order  or  consent agreement relating in any way to any  Environmental
     Law,  Environmental  Permit  or Hazardous Materials  or  arising  from
     alleged  injury  or  threat  of  injury  to  health,  safety  or   the
     environment, including, without limitation, (a) by any governmental or
     regulatory  authority  for  enforcement, cleanup,  removal,  response,
     remedial  or  other actions or damages and (b) by any governmental  or
     regulatory  authority  or any third party for  damages,  contribution,
     indemnification, cost recovery, compensation or injunctive relief.

           "Environmental Law" means any federal, state, local  or  foreign
     statute,  law,  ordinance, rule, regulation,  code,  order,  judgment,
     decree  or  judicial  or  agency interpretation,  policy  or  guidance
     relating to pollution or protection of the environment, health, safety
     or natural resources, including, without limitation, those relating to
     the  use,  handling,  transportation,  treatment,  storage,  disposal,
     release or discharge of Hazardous Materials.

          "Environmental Permit" means any permit, approval, identification
     number,   license   or   other  authorization   required   under   any
     Environmental Law.

          "Equivalent" in Dollars of any Foreign Currency on any date means
     the equivalent in Dollars of such Foreign Currency determined by using
     the  quoted spot rate at which Citibank's principal office  in  London
     offers  to  exchange Dollars for such Foreign Currency  in  London  at
     11:00 A.M. (London time) two Business Days prior to such date, and the
     "Equivalent"  in any Foreign Currency of Dollars means the  equivalent
     in  such  Foreign Currency of Dollars determined by using  the  quoted
     spot  rate  at which Citibank's principal office in London  offers  to
     exchange  such  Foreign Currency for Dollars in London at  11:00  A.M.
     (London time) two Business Days prior to such date.

           "ERISA"  means  the Employee Retirement Income Security  Act  of
     1974,  as  amended from time to time, and the regulations  promulgated
     and rulings issued thereunder.

           "ERISA Affiliate" of any Person means any other Person that  for
     purposes  of Title IV of ERISA is a member of such Person's controlled
     group, or under common control with such Person, within the meaning of
     Section 414 of the Internal Revenue Code.

           "ERISA  Event"  with respect to any Person  means  (a)  (i)  the
     occurrence  of a reportable event, within the meaning of Section  4043
     of  ERISA, with respect to any Plan of such Person or any of its ERISA
     Affiliates unless the 30-day notice requirement with respect  to  such
     event  has  been  waived  by  the PBGC, or (ii)  the  requirements  of
     subsection  (1)  of  Section  4043(b)  of  ERISA  (without  regard  to
     subsection  (2) of such Section) are met with a contributing  sponsor,
     as  defined in Section 4001(a)(13) of ERISA, of a Plan of such  Person
     or   any   of  its  ERISA  Affiliates,  and  an  event  described   in
     paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
     reasonably  expected  to occur with respect to such  Plan  within  the
     following  30  days; (b) the application for a minimum funding  waiver
     with  respect to a Plan of such Person or any of its ERISA Affiliates;
     (c)  the provision by the administrator of any Plan of such Person  or
     any  of  its ERISA Affiliates of a notice of intent to terminate  such
     Plan in a distress termination pursuant to Section 4041(a)(2) of ERISA
     (including  any such notice with respect to a plan amendment  referred
     to in Section 4041(e) of ERISA); (d) the cessation of operations at  a
     facility  of  such  Person  or  any of its  ERISA  Affiliates  in  the
     circumstances  described  in  Section  4062(e)  of  ERISA;   (e)   the
     withdrawal  by  such  Person or any of its  ERISA  Affiliates  from  a
     Multiple  Employer  Plan  during a  plan  year  for  which  it  was  a
     substantial  employer,  as  defined in Section  4001(a)(2)  of  ERISA;
     (f)  the conditions for the imposition of a lien under Section  302(f)
     of  ERISA shall have been met with respect to any Plan of such  Person
     or any of its ERISA Affiliates; (g) the adoption of an amendment to  a
     Plan  of  such  Person  or any of its ERISA Affiliates  requiring  the
     provision  of security to such Plan pursuant to Section 307 of  ERISA;
     or  (h) the institution by the PBGC of proceedings to terminate a Plan
     of such Person or any of its ERISA Affiliates pursuant to Section 4042
     of  ERISA,  or  the occurrence of any event or condition described  in
     Section 4042 of ERISA that constitutes grounds for the termination of,
     or the appointment of a trustee to administer, such Plan.

           "Escrow" means an escrow established with an independent  escrow
     agent pursuant to an escrow agreement reasonably satisfactory in  form
     and substance to the Person or Persons asserting the obligation of one
     or more Borrowers to make a payment to it or them hereunder.

           "Eurocurrency Lending Office" means, with respect to any Initial
     Lender,  the  office  of such Lender specified  as  its  "Eurocurrency
     Lending  Office"  opposite its name on Schedule  I  hereto  and,  with
     respect  to  any other Lender, the office of such Lender specified  as
     its  "Eurocurrency Lending Office" in the Assumption Agreement  or  in
     the  Assignment  and Acceptance pursuant to which it became  a  Lender
     (or, if no such office is specified, its Domestic Lending Office),  or
     such  other office of such Lender as such Lender may from time to time
     specify to the Company and the Agent.

           "Eurocurrency Liabilities" has the meaning assigned to that term
     in  Regulation  D  of  the Board of Governors of the  Federal  Reserve
     System, as in effect from time to time.

           "Eurocurrency  Rate"  means, for any Interest  Period  for  each
     Eurocurrency Rate Advance comprising part of the same Revolving Credit
     Borrowing,  an  interest rate per annum equal to the  rate  per  annum
     obtained  by  dividing (a) the average (rounded upward to the  nearest
     whole multiple of 1/16 of 1% per annum, if such average is not such  a
     multiple) of the rate per annum at which deposits in Dollars or in the
     relevant Major Currency are offered by the principal office of each of
     the  Reference Banks in London, England to prime banks in  the  London
     interbank market at 11:00 A.M. (London time) two Business Days  before
     the first day of such Interest Period in an amount substantially equal
     to  such Reference Bank's Eurocurrency Rate Advance comprising part of
     such Revolving Credit Borrowing to be outstanding during such Interest
     Period  and  for  a  period equal to such Interest  Period  by  (b)  a
     percentage   equal  to  100%  minus  the  Eurocurrency  Rate   Reserve
     Percentage  for such Interest Period.  The Eurocurrency Rate  for  any
     Interest Period for each Eurocurrency Rate Advance comprising part  of
     the  same Revolving Credit Borrowing shall be determined by the  Agent
     on  the  basis  of applicable rates furnished to and received  by  the
     Agent from the Reference Banks two Business Days before the first  day
     of  such  Interest  Period, subject, however,  to  the  provisions  of
     Section 2.08.

           "Eurocurrency  Rate  Advance" means a Revolving  Credit  Advance
     denominated  in Dollars or in a Major Currency that bears interest  as
     provided in Section 2.07(a)(ii).

           "Eurocurrency  Rate Reserve Percentage" for any Interest  Period
     for  all  Eurocurrency Rate Advances or LIBO Rate Advances  comprising
     part of the same Borrowing means the reserve percentage applicable two
     Business  Days  before  the first day of such  Interest  Period  under
     regulations issued from time to time by the Board of Governors of  the
     Federal  Reserve System (or any successor) for determining the maximum
     reserve  requirement  (including, without limitation,  any  emergency,
     supplemental or other marginal reserve requirement) for a member  bank
     of  the  Federal  Reserve  System in New York  City  with  respect  to
     liabilities   or  assets  consisting  of  or  including   Eurocurrency
     Liabilities (or with respect to any other category of liabilities that
     includes  deposits  by  reference  to  which  the  interest  rate   on
     Eurocurrency Rate Advances or LIBO Rate Advances is determined) having
     a term equal to such Interest Period.

           "Events of Default" has the meaning specified in Section 6.01.

           "Existing Facility A Credit Agreement" means the 364-Day  Credit
     Agreement dated as of July 7, 1993, as amended, among the Company, the
     banks parties thereto, Citibank, as agent, and ABN AMRO Bank N.V.  and
     Morgan Guaranty Trust Company of New York, as co-agents.

          "Existing Facility B Credit Agreement" means the Revolving Credit
     Agreement dated as of July 7, 1993, as amended, among the Company, the
     banks parties thereto, Citibank, as agent, and ABN AMRO Bank N.V.  and
     Morgan Guaranty Trust Company of New York, as co-agents.

           "Facility   B  Credit  Agreement"  means  the  Five-Year  Credit
     Agreement  dated as of June 30, 1995, among the Company,  the  lenders
     parties thereto, Citibank, as agent, and ABN AMRO Bank N.V. and Morgan
     Guaranty Trust Company of New York, as co-agents, as the same  may  be
     amended, supplemented or otherwise modified from time to time.

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

           "Fixed   Rate   Advance"    has   the   meaning   specified   in
     Section  2.03(a)(i), which Advance shall be denominated in Dollars  or
     in any Foreign Currency.

           "Foreign  Currency" means any Major Currency  or  any  Alternate
     Currency.

           "GAAP" has the meaning specified in Section 1.03.

           "Hazardous Materials" means (a) petroleum and petroleum products,
     byproducts    or    breakdown   products,    radioactive    materials,
     asbestos-containing materials, polychlorinated biphenyls and radon gas
     and  (b)  any  other  chemicals, materials or  substances  designated,
     classified  or  regulated as hazardous or toxic or as a  pollutant  or
     contaminant under any Environmental Law.

           "Income  From Operations" has the meaning specified  in  Section
     5.02(c).

           "Increase Date" has the meaning specified in Section 2.05(e)(i).

           "Increasing  Lender"   has  the  meaning  specified  in  Section
     2.05(e)(i).

           "Insufficiency" means, with respect to any Plan, the amount,  if
     any,  of  its  unfunded  benefit liabilities, as  defined  in  Section
     4001(a)(18) of ERISA.

           "Interest and Other Financial Charges" has the meaning specified
     in Section 5.02(c).

           "Interest  Period"  means,  for each Eurocurrency  Rate  Advance
     comprising part of the same Revolving Credit Borrowing and  each  LIBO
     Rate  Advance  comprising part of the same Competitive Bid  Borrowing,
     the period commencing on the date of such Eurocurrency Rate Advance or
     LIBO Rate Advance and ending on the last day of the period selected by
     the  Borrower  requesting such Borrowing pursuant  to  the  provisions
     below  and,  thereafter, with respect to Eurocurrency  Rate  Advances,
     each  subsequent period commencing on the last day of the  immediately
     preceding  Interest Period and ending on the last day  of  the  period
     selected  by  such  Borrower pursuant to the  provisions  below.   The
     duration of each such Interest Period shall be one, two, three or  six
     months  or, if available to all Lenders, nine months, as the  Borrower
     requesting  the Borrowing may, upon notice received by the  Agent  not
     later  than 11:00 A.M. (New York City time) on the third Business  Day
     prior  to  the  first day of such Interest Period,  select;  provided,
     however, that:

                     (i)   such Borrower may not select any Interest Period
          that ends after the Termination Date;

                     (ii) Interest Periods commencing on the same date  for
          Eurocurrency Rate Advances comprising part of the same  Revolving
          Credit Borrowing or for LIBO Rate Advances comprising part of the
          same Competitive Bid Borrowing shall be of the same duration;

                     (iii)     whenever the last day of any Interest Period
          would  otherwise  occur on a day other than a Business  Day,  the
          last  day  of such Interest Period shall be extended to occur  on
          the  next  succeeding Business Day, provided, however,  that,  if
          such  extension would cause the last day of such Interest  Period
          to  occur in the next following calendar month, the last  day  of
          such  Interest Period shall occur on the next preceding  Business
          Day; and

                     (iv)  whenever  the first day of any  Interest  Period
          occurs  on a day of an initial calendar month for which there  is
          no  numerically  corresponding day in  the  calendar  month  that
          succeeds  such  initial calendar month by the  number  of  months
          equal  to  the  number  of months in such Interest  Period,  such
          Interest  Period  shall  end on the last  Business  Day  of  such
          succeeding calendar month.

           "Internal Revenue Code" means the Internal Revenue Code of 1986,
     as  amended  from  time to time, and the regulations  promulgated  and
     rulings issued thereunder.

           "Lenders"  means  the Initial Lenders, each Assuming  Bank  that
     shall  become  a  party hereto pursuant to Section  2.05(e)  and  each
     Eligible  Assignee  that  shall become  a  party  hereto  pursuant  to
     Section 9.07(a), (b) and (c).

           "LIBO  Rate"  means, for any Interest Period for all  LIBO  Rate
     Advances  comprising part of the same Competitive  Bid  Borrowing,  an
     interest  rate  per  annum equal to the rate  per  annum  obtained  by
     dividing (a) the average (rounded upward to the nearest whole multiple
     of  1/16  of 1% per annum, if such average is not such a multiple)  of
     the  rate  per  annum at which deposits in Dollars or in the  relevant
     Foreign  Currency are offered by the principal office of each  of  the
     Reference  Banks  in  London, England to prime  banks  in  the  London
     interbank market at 11:00 A.M. (London time) two Business Days  before
     the first day of such Interest Period in an amount substantially equal
     to  the  amount that would be the Reference Banks' respective  ratable
     shares  of  such  Borrowing if such Borrowing were to be  a  Revolving
     Credit Borrowing to be outstanding during such Interest Period and for
     a  period  equal to such Interest Period by (b) a percentage equal  to
     100%  minus the Eurocurrency Rate Reserve Percentage for such Interest
     Period.   The  LIBO Rate for any Interest Period for  each  LIBO  Rate
     Advance comprising part of the same Competitive Bid Borrowing shall be
     determined by the Agent on the basis of applicable rates furnished  to
     and  received by the Agent from the Reference Banks two Business  Days
     before the first day of such Interest Period, subject, however, to the
     provisions of Section 2.08.

           "LIBO  Rate Advance" means a Competitive Bid Advance denominated
     in  Dollars or in any Foreign Currency and bearing interest  based  on
     the LIBO Rate.

           "Lien"  means any lien, mortgage, pledge, security  interest  or
     other charge or encumbrance of any kind.

           "Major Currencies" means lawful currency of the United Kingdom of
     Great  Britain  and Northern Ireland, lawful currency of  the  Federal
     Republic of Germany, lawful currency of Japan, and lawful currency  of
     the Republic of France.

           "Majority Lenders" means at any time Lenders holding at least 51%
     of  the  then  aggregate principal amount (based on the Equivalent  in
     Dollars  at such time) of the Revolving Credit Notes held by  Lenders,
     or, if no such principal amount is then outstanding, Lenders having at
     least 51% of the Commitments.

           "Material Adverse Change" means any material adverse  change  in
     the  financial condition or results of operations of the  Company  and
     its Consolidated Subsidiaries taken as a whole.

           "Material Adverse Effect" means a material adverse effect on (a)
     the  financial condition or results of operations of the  Company  and
     its  Consolidated Subsidiaries taken as a whole, (b)  the  rights  and
     remedies  of the Agent or any Lender under this Agreement or any  Note
     or (c) the ability of the Borrowers to perform their obligations under
     this Agreement or any Note.

           "Moody's" means Moody's Investors Service, Inc.

           "Multiemployer Plan" of any Person means a multiemployer plan, as
     defined in Section 4001(a)(3) of ERISA, to which such Person or any of
     its  ERISA  Affiliates  is making or accruing an  obligation  to  make
     contributions, or has within any of the preceding five plan years made
     or accrued an obligation to make contributions.

           "Multiple  Employer Plan" of any Person means a single  employer
     plan,  as  defined  in  Section 4001(a)(15)  of  ERISA,  that  (a)  is
     maintained for employees of such Person or any of its ERISA Affiliates
     and  at  least one Person other than such Person or any of its   ERISA
     Affiliates  or  (b)  was so maintained and in respect  of  which  such
     Person  or  any  of  its ERISA Affiliates could have  liability  under
     Section 4064 or 4069 of ERISA in the event such plan has been or  were
     to be terminated.

           "Net  Tangible  Assets  of  the  Company  and  its  Consolidated
     Subsidiaries", as at any particular date of determination,  means  the
     total  amount  of assets (less applicable reserves and other  properly
     deductible   items)  after  deducting  therefrom   (a)   all   current
     liabilities (excluding any thereof which are by their terms extendible
     or  renewable at the option of the obligor thereon to a time more than
     12  months  after  the time as of which the amount  thereof  is  being
     computed)  and  (b)  all goodwill, trade names,  trademarks,  patents,
     unamortized  debt  discount  and expense  and  other  like  intangible
     assets,  as set forth in the most recent balance sheet of the  Company
     and  its  Consolidated Subsidiaries and computed  in  accordance  with
     GAAP.

           "Note" means a Revolving Credit Note or a Competitive Bid Note.

           "Notice  of Competitive Bid Borrowing" has the meaning specified
     in Section 2.03(a).

           "Notice of Revolving Credit Borrowing" has the meaning specified
     in Section 2.02(a).

           "Obligations" has the meaning specified in Section 7.01(a).

           "Payment Office" means, for any Foreign Currency, such office of
     Citibank  as  shall be from time to time selected  by  the  Agent  and
     notified by the Agent to the Borrowers and the Lenders.

           "PBGC"  means the Pension Benefit Guaranty Corporation  (or  any
     successor).

           "Person" means an individual, partnership, corporation (including
     a   business   trust),  joint  stock  company,  trust,  unincorporated
     association, joint venture, limited liability company or other entity,
     or a government or any political subdivision or agency thereof.

           "Plan" means a Single Employer Plan or a Multiple Employer Plan.

           "Process Agent" has the meaning specified in Section 9.13(a).

           "Rating  Condition"  has  the  meaning  specified  in   Section
     2.05(c)(ii).

           "Rating  Condition Notice" has the meaning specified in  Section
     2.05(c)(ii).

           "Reference Banks" means Citibank, ABN AMRO Bank N.V. and  Morgan
     Guaranty Trust Company of New York.

           "Register" has the meaning specified in Section 9.07(d).

           "Restricted  Property"  means (a) any property  of  the  Company
     located  within the United States of America that, in the  opinion  of
     the  Company's  Board  of  Directors,  is  a  principal  manufacturing
     property  or (b) any shares of capital stock or Debt of any Subsidiary
     owning any such property.

           "Revolving Credit Advance" means an advance by a Lender  to  any
     Borrower as part of a Revolving Credit Borrowing and refers to a  Base
     Rate Advance or a Eurocurrency Rate Advance (each of which shall be  a
     "Type" of Revolving Credit Advance).

           "Revolving  Credit  Borrowing" means a borrowing  consisting  of
     simultaneous Revolving Credit Advances of the same Type made  by  each
     of the Lenders pursuant to Section 2.01.

           "Revolving Credit Note" means a promissory note of any  Borrower
     payable  to  the  order of any Lender, in substantially  the  form  of
     Exhibit  A-1  hereto,  evidencing the aggregate indebtedness  of  such
     Borrower  to such Lender resulting from the Revolving Credit  Advances
     made by such Lender to such Borrower.

           "Sale and Leaseback Transaction" means any arrangement with  any
     Person (other than the Company or a Subsidiary of the Company), or  to
     which  any  such Person is a party, providing for the leasing  to  the
     Company  or to a Subsidiary of the Company owning Restricted  Property
     for  a period of more than three years of any Restricted Property that
     has  been  or  is  to be sold or transferred by the  Company  or  such
     Subsidiary  to  such Person, or to any other Person  (other  than  the
     Company  or a Subsidiary of the Company) to which funds have  been  or
     are  to  be  advanced  by such Person on the security  of  the  leased
     property.    It   is   understood  that   arrangements   pursuant   to
     Section 168(f)(8) of the Internal Revenue Code of 1954, as amended, or
     any successor provision having similar effect, are not included within
     this definition of "Sale and Leaseback Transaction".

           "S&P" means Standard & Poor's Ratings Group, a division of McGraw-
     Hill, Inc.

           "Single  Employer  Plan" of any Person means a  single  employer
     plan,  as  defined  in  Section 4001(a)(15)  of  ERISA,  that  (a)  is
     maintained for employees of such Person or any of its ERISA Affiliates
     and  no  Person  other  than such Person and its ERISA  Affiliates  or
     (b)  was so maintained and in respect of which such Person or  any  of
     its  ERISA Affiliates could have liability under Section 4069 of ERISA
     in the event such plan has been or were to be terminated.

           "Subsidiary"  of any Person means any corporation,  partnership,
     joint venture, limited liability company, trust or estate of which (or
     in  which)  more  than  50% of (a) the issued and outstanding  capital
     stock having ordinary voting power to elect a majority of the Board of
     Directors  of such corporation (irrespective of whether  at  the  time
     capital stock of any other class or classes of such corporation  shall
     or  might  have  voting power upon the occurrence of any contingency),
     (b)  the  interest in the capital or profits of such limited liability
     company,  partnership or joint venture or (c) the beneficial  interest
     in such trust or estate is at the time directly or indirectly owned or
     controlled by such Person, by such Person and one or more of its other
     Subsidiaries or by one or more of such Person's other Subsidiaries.

           "Termination Date" means the earlier of (a) June  28,  1996  and
     (b)  the  date of termination in whole of the Commitments pursuant  to
     Section  2.05(a) or Section 6.01 or, if all Lenders elect to terminate
     their Commitments as provided therein, Section 2.05(d).

           "Threatened"   means,  with  respect  to  any   action,   suit,
     investigation,  litigation or proceeding, a written  communication  to
     the Company or a Designated Subsidiary, as the case may be, expressing
     an  intention  to immediately bring such action, suit,  investigation,
     litigation or proceeding.

           "Voting  Stock" means capital stock issued by a corporation,  or
     equivalent  interests in any other Person, the holders  of  which  are
     ordinarily, in the absence of contingencies, entitled to vote for  the
     election  of  directors (or persons performing similar  functions)  of
     such  Person, even if the right so to vote has been suspended  by  the
     happening of such a contingency.

           "Withdrawal Liability" has the meaning specified in  Part  I  of
     Subtitle E of Title IV of ERISA.

           SECTION 1.02. Computation of Time Periods.  In this Agreement in
the  computation  of  periods of time from a  specified  date  to  a  later
specified  date, the word "from"  means "from and including" and the  words
"to" and "until" each mean "to but excluding".

           SECTION  1.03.   Accounting Terms.   All  accounting  terms  not
specifically   defined  herein  shall  be  construed,  and  all   financial
computations  and  determinations  pursuant  hereto  shall  be   made,   in
accordance  with  generally accepted accounting principles consistent  with
those applied in the preparation of the financial statements referred to in
Section  4.01(e)  ("GAAP"); provided, however,  that,  if  any  changes  in
accounting principles from those used in the preparation of such  financial
statements have been required by the rules, regulations, pronouncements  or
opinions  of  the  Financial Accounting Standards  Board  or  the  American
Institute  of  Certified  Public  Accountants  (or  successors  thereto  or
agencies with similar functions) and have been adopted by the Company  with
the  agreement of its independent certified public accountants, the Lenders
agree to consider a request by the Company to amend this Agreement to  take
account of such changes.

                           ARTICLE II

               AMOUNTS AND TERMS OF THE ADVANCES

           SECTION  2.01.   The  Revolving Credit  Advances.   Each  Lender
severally  agrees, on the terms and conditions hereinafter  set  forth,  to
make  Revolving Credit Advances to any Borrower from time to  time  on  any
Business  Day  during  the  period  from  the  Effective  Date  until   the
Termination Date in an aggregate amount (based in respect of any  Revolving
Credit Advance denominated in a Major Currency on the Equivalent in Dollars
on  any  such  Business  Day), not to exceed at any time  outstanding  such
Lender's  Commitment, provided that the aggregate amount of the Commitments
of  the Lenders shall be deemed used from time to time to the extent of the
aggregate  amount  (based  in  respect  of  any  Competitive  Bid   Advance
denominated  in  a Foreign Currency on the Equivalent in  Dollars  at  such
time) of the Competitive Bid Advances then outstanding and such deemed  use
of  the  aggregate amount of the Commitments shall be allocated  among  the
Lenders ratably according to their respective Commitments (such deemed  use
of  the  aggregate  amount  of the Commitments  being  a  "Competitive  Bid
Reduction").   Each  Revolving Credit Borrowing shall be  in  an  aggregate
amount  not less than $10,000,000 (or the Equivalent thereof in  any  Major
Currency) or an integral multiple of $1,000,000 (or the Equivalent  thereof
in  any  Major  Currency) in excess thereof and shall consist of  Revolving
Credit  Advances  of  the same Type made on the same  day  by  the  Lenders
ratably according to their respective Commitments; provided, however,  that
if  there is no unused portion of the Commitment of one or more Lenders  at
the  time of any requested Revolving Credit Borrowing such Borrowing  shall
consist of Revolving Credit Advances of the same Type made on the same  day
by  the  Lender  or  Lenders who do then have an unused  portion  of  their
Commitments  ratably according to the unused portion of  such  Commitments.
Notwithstanding  anything  herein  to the  contrary,  no  Revolving  Credit
Borrowing  may be made in a Major Currency if, after giving effect  to  the
making of such Revolving Credit Borrowing, the Equivalent in Dollars of the
aggregate  amount of outstanding Revolving Credit Advances  denominated  in
Major  Currencies, together with the Equivalent in Dollars of the aggregate
amount  of  outstanding  Competitive Bid Advances  denominated  in  Foreign
Currencies, would exceed $110,000,000.  Within the limits of each  Lender's
Commitment,  any  Borrower  may  borrow under  this  Section  2.01,  prepay
pursuant to Section 2.09 and reborrow under this Section 2.01.

           SECTION 2.02.  Making the Revolving Credit Advances.  (a)   Each
Revolving  Credit Borrowing shall be made on notice, given not  later  than
(A)  10:00 A.M. (New York City time) on the third Business Day prior to the
date  of the proposed Revolving Credit Borrowing in the case of a Revolving
Credit  Borrowing consisting of Eurocurrency Rate Advances  denominated  in
any  Major  Currency,  (B) 11:00 A.M. (New York City  time)  on  the  third
Business  Day prior to the date of the proposed Revolving Credit  Borrowing
in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate
Advances  denominated in Dollars or (C) 9:00 A.M. (New York City  time)  on
the  day  of  the  proposed Revolving Credit Borrowing in  the  case  of  a
Revolving  Credit  Borrowing  consisting of  Base  Rate  Advances,  by  any
Borrower  to  the  Agent,  which shall give to each  Lender  prompt  notice
thereof  by  telecopier or telex.  Each such notice of a  Revolving  Credit
Borrowing (a "Notice of Revolving Credit Borrowing") shall be by telephone,
confirmed  immediately in writing, or telecopier or telex in  substantially
the  form of Exhibit B-1 hereto, specifying therein the requested (i)  date
of  such Revolving Credit Borrowing, (ii) Type of Advances comprising  such
Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit
Borrowing,  and (iv) in the case of a Revolving Credit Borrowing consisting
of  Eurocurrency  Rate Advances, initial Interest Period and  currency  for
each  such Revolving Credit Advance.  Each Lender shall, before 11:00  A.M.
(New  York City time) on the date of such Revolving Credit Borrowing,  make
available for the account of its Applicable Lending Office to the Agent (i)
in  the  case  of a Revolving Credit Borrowing in Dollars, at  its  address
referred  to  in  Section 9.02, in same day funds,  such  Lender's  ratable
portion  (as determined in accordance with Section 2.01) of such  Revolving
Credit  Borrowing  in Dollars, and (ii) in the case of a  Revolving  Credit
Borrowing  in  a  Major  Currency, at the Payment  Office  for  such  Major
Currency  as  shall  have been notified by the Agent to the  Lenders  prior
thereto, in same day funds, such Lender's ratable portion (as determined in
accordance  with Section 2.01) of such Revolving Credit Borrowing  in  such
Major  Currency.   After  the  Agent's  receipt  of  such  funds  and  upon
fulfillment  of  the applicable conditions set forth in  Article  III,  the
Agent  will  make  such  funds  available to the  Borrower  requesting  the
Revolving  Credit  Borrowing at the Agent's aforesaid  address  or  at  the
applicable Payment Office, as the case may be.

           (b)     Anything  in  subsection  (a)  above  to  the   contrary
notwithstanding, a Borrower may not select Eurocurrency Rate  Advances  for
any proposed Revolving Credit Borrowing if the obligation of the Lenders to
make  Eurocurrency  Rate  Advances shall  then  be  suspended  pursuant  to
Section 2.08 or 2.11.

           (c)   Each Notice of Revolving Credit Borrowing of any  Borrower
shall  be  irrevocable and binding on such Borrower.  In the  case  of  any
Revolving  Credit  Borrowing that the related Notice  of  Revolving  Credit
Borrowing  specifies is to be comprised of Eurocurrency Rate Advances,  the
Borrower  requesting such Revolving Credit Borrowing shall  indemnify  each
Lender  against  any loss, cost or expense incurred by  such  Lender  as  a
result  of  any failure by such Borrower to fulfill on or before  the  date
specified  in such Notice of Revolving Credit Borrowing for such  Revolving
Credit  Borrowing  the  applicable conditions set  forth  in  Article  III,
including,  without  limitation, any loss (including  loss  of  anticipated
profits),  cost  or  expense  incurred by  reason  of  the  liquidation  or
reemployment of deposits or other funds acquired by such Lender to fund the
Revolving  Credit  Advance  to  be made by such  Lender  as  part  of  such
Revolving Credit Borrowing when such Revolving Credit Advance, as a  result
of such failure, is not made on such date.

           (d)   Unless the Agent shall have received notice from a  Lender
prior  to the date of any Revolving Credit Borrowing that such Lender  will
not  make  available  to the Agent such Lender's ratable  portion  of  such
Revolving Credit Borrowing, the Agent may assume that such Lender has  made
such  portion  available to the Agent on the date of such Revolving  Credit
Borrowing  in accordance with subsection (a) of this Section 2.02  and  the
Agent may, in reliance upon such assumption, make available to the Borrower
proposing  such  Revolving Credit Borrowing on such  date  a  corresponding
amount.  If and to the extent that such Lender shall not have so made  such
ratable  portion  available to the Agent, such  Lender  and  such  Borrower
severally   agree  to  repay  to  the  Agent  forthwith  on   demand   such
corresponding amount together with interest thereon, for each day from  the
date  such  amount is made available to such Borrower until the  date  such
amount  is  repaid to the Agent, at (i) in the case of such  Borrower,  the
interest   rate  applicable  at  the  time  to  Revolving  Credit  Advances
comprising  such Revolving Credit Borrowing and (ii) in the  case  of  such
Lender,  the Federal Funds Rate.  If such Lender shall repay to  the  Agent
such  corresponding  amount, such amount so repaid  shall  constitute  such
Lender's  Revolving  Credit  Advance  as  part  of  such  Revolving  Credit
Borrowing for purposes of this Agreement.

           (e)   The  failure  of any Lender to make the  Revolving  Credit
Advance  to  be made by it as part of any Revolving Credit Borrowing  shall
not  relieve any other Lender of its obligation, if any, hereunder to  make
its  Revolving  Credit  Advance  on  the  date  of  such  Revolving  Credit
Borrowing, but no Lender shall be responsible for the failure of any  other
Lender to make the Revolving Credit Advance to be made by such other Lender
on the date of any Revolving Credit Borrowing.

           SECTION  2.03.  The Competitive Bid Advances.  (a)  Each  Lender
severally  agrees that any Borrower may request Competitive Bid  Borrowings
under  this  Section 2.03 from time to time on any Business Day during  the
period  from the date hereof until the date occurring seven days  prior  to
the  Termination  Date  in  the  manner set  forth  below;  provided  that,
following  the  making  of  each Competitive Bid Borrowing,  the  aggregate
amount  (based in respect of any Advance denominated in a Foreign  Currency
on  the  Equivalent in Dollars on such Business Day) of the  Advances  then
outstanding shall not exceed the aggregate amount of the Commitments of the
Lenders  (computed  without  regard  to  any  Competitive  Bid  Reduction).
Notwithstanding  anything  herein  to  the  contrary,  no  Competitive  Bid
Borrowing may be made in a Foreign Currency if, after giving effect to  the
making of such Revolving Credit Borrowing, the Equivalent in Dollars of the
aggregate  amount  of outstanding Competitive Bid Advances  denominated  in
Foreign  Currencies,  together  with  the  Equivalent  in  Dollars  of  the
aggregate  amount of outstanding Revolving Credit Advances  denominated  in
Major Currencies, would exceed $110,000,000.

           (i)   Any Borrower may request a Competitive Bid Borrowing under
     this  Section 2.03 by delivering to the Agent, by telecopier or telex,
     a  notice of a Competitive Bid Borrowing (a "Notice of Competitive Bid
     Borrowing"),  in  substantially  the  form  of  Exhibit  B-2   hereto,
     specifying therein the requested (s) date of such proposed Competitive
     Bid  Borrowing, (t) aggregate amount of such proposed Competitive  Bid
     Borrowing,  (u)  interest  rate basis to be offered  by  the  Lenders,
     (v)  currency of such proposed Competitive Bid Borrowing, (w)  in  the
     case  of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
     Interest Period of each Competitive Bid Advance to be made as part  of
     such  Competitive Bid Borrowing, or in the case of a  Competitive  Bid
     Borrowing  consisting  of  Fixed  Rate  Advances,  maturity  date  for
     repayment  of  each  Fixed Rate Advance to be made  as  part  of  such
     Competitive Bid Borrowing (which maturity date may not be earlier than
     the  date  occurring five days after the date of such Competitive  Bid
     Borrowing  or  later than the Termination Date), (x) interest  payment
     date  or  dates  relating  thereto, (y) location  of  such  Borrower's
     account  to  which funds are to be advanced, and (z) other  terms  (if
     any)  to  be applicable to such Competitive Bid Borrowing,  not  later
     than  10:00  A.M. (New York City time) (A) at least one  Business  Day
     prior  to the date of the proposed Competitive Bid Borrowing, if  such
     Borrower shall specify in its Notice of Competitive Bid Borrowing that
     the  rates  of  interest to be offered by the Lenders shall  be  fixed
     rates  per  annum  (each Advance comprising any such  Competitive  Bid
     Borrowing being referred to herein as a "Fixed Rate Advance") and that
     the  Advances comprising such proposed Competitive Bid Borrowing shall
     be  denominated in Dollars, (B) at least four Business Days  prior  to
     the  date  of the proposed Competitive Bid Borrowing, if such Borrower
     shall instead specify in its Notice of Competitive Bid Borrowing  that
     the Advances comprising such Competitive Bid Borrowing shall be either
     Fixed  Rate  Advances denominated in any Major Currency or  LIBO  Rate
     Advances denominated in Dollars or any Major Currency and (C) at least
     five  Business Days prior to the date of the proposed Competitive  Bid
     Borrowing,  if  such Borrower shall instead specify in its  Notice  of
     Competitive   Bid   Borrowing  that  the  Advances   comprising   such
     Competitive  Bid  Borrowing  shall  be  either  Fixed  Rate   Advances
     denominated in an Alternate Currency or LIBO Rate Advances denominated
     in  an  Alternate Currency.  Each Notice of Competitive Bid  Borrowing
     shall  be  irrevocable and binding on such Borrower.   Any  Notice  of
     Competitive Bid Borrowing by a Designated Subsidiary shall be given to
     the  Agent  in  accordance  with the preceding  sentence  through  the
     Company  on behalf of such Designated Subsidiary.  The Agent shall  in
     turn promptly notify each Lender of each request for a Competitive Bid
     Borrowing received by it from such Borrower by sending such  Lender  a
     copy of the related Notice of Competitive Bid Borrowing.

          (ii) Each Lender may, if, in its sole discretion, it elects to do
     so, irrevocably offer to make one or more Competitive Bid Advances  to
     the  Borrower proposing the Competitive Bid Borrowing as part of  such
     proposed  Competitive  Bid Borrowing at a rate or  rates  of  interest
     specified  by  such Lender in its sole discretion,  by  notifying  the
     Agent  (which shall give prompt notice thereof to such Borrower),  (A)
     before  9:30  A.M. (New York City time) on the date of  such  proposed
     Competitive Bid Borrowing, in the case of a Competitive Bid  Borrowing
     consisting  of Fixed Rate Advances denominated in Dollars, (B)  before
     10:00 A.M. (New York City time) three Business Days before the date of
     such  proposed Competitive Bid Borrowing, in the case of a Competitive
     Bid Borrowing consisting of either Fixed Rate Advances denominated  in
     any Major Currency or LIBO Rate Advances denominated in Dollars or any
     Major  Currency  and (C) before 10:00 A.M. (New York City  time)  four
     Business  Days  before  the  date  of such  proposed  Competitive  Bid
     Borrowing,  in  the case of a Competitive Bid Borrowing consisting  of
     either  Fixed  Rate Advances denominated in an Alternate  Currency  or
     LIBO  Rate  Advances  denominated in an  Alternate  Currency,  of  the
     minimum  amount  and  maximum amount of each Competitive  Bid  Advance
     which  such  Lender would be willing to make as part of such  proposed
     Competitive Bid Borrowing (which amounts, or the Equivalent thereof in
     Dollars, as the case may be, may, subject to the proviso to the  first
     sentence of this Section 2.03(a), exceed such Lender's Commitment,  if
     any),  the  rate  or  rates  of interest therefor  and  such  Lender's
     Applicable  Lending  Office  with  respect  to  such  Competitive  Bid
     Advance; provided that if the Agent in its capacity as a Lender shall,
     in  its sole discretion, elect to make any such offer, it shall notify
     such Borrower of such offer at least 30 minutes before the time and on
     the  date on which notice of such election is to be given to the Agent
     by  the other Lenders.  If any Lender shall elect not to make such  an
     offer,  such  Lender  shall  so notify the Agent,  before  10:00  A.M.
     (New  York City time) on the date on which notice of such election  is
     to  be  given to the Agent by the other Lenders, and such Lender shall
     not  be  obligated to, and shall not, make any Competitive Bid Advance
     as  part  of such Competitive Bid Borrowing; provided that the failure
     by  any Lender to give such notice shall not cause such Lender  to  be
     obligated to make any Competitive Bid Advance as part of such proposed
     Competitive Bid Borrowing.

           (iii)      The  Borrower proposing the Competitive  Bid  Advance
     shall, in turn, (A) before 10:30 A.M. (New York City time) on the date
     of  such  proposed  Competitive  Bid  Borrowing,  in  the  case  of  a
     Competitive   Bid   Borrowing  consisting  of  Fixed   Rate   Advances
     denominated  in  Dollars, (B) before 11:00 A.M. (New York  City  time)
     three  Business Days before the date of such proposed Competitive  Bid
     Borrowing,  in  the case of a Competitive Bid Borrowing consisting  of
     either  Fixed Rate Advances denominated in any Major Currency or  LIBO
     Rate  Advances  denominated in Dollars or any Major Currency  and  (C)
     before  11:00 A.M. (New York City time) four Business Days before  the
     date  of  such proposed Competitive Bid Borrowing, in the  case  of  a
     Competitive  Bid  Borrowing consisting of either Fixed  Rate  Advances
     denominated in an Alternate Currency or LIBO Rate Advances denominated
     in an Alternate Currency, either:

                     (x)   cancel such Competitive Bid Borrowing by  giving
          the Agent notice to that effect, or

                     (y)   accept  one or more of the offers  made  by  any
          Lender  or Lenders pursuant to paragraph (ii) above, in its  sole
          discretion, by giving notice to the Agent of the amount  of  each
          Competitive  Bid  Advance (which amount  shall  be  equal  to  or
          greater  than the minimum amount, and equal to or less  than  the
          maximum amount, notified to such Borrower by the Agent on  behalf
          of  such  Lender  for  such Competitive Bid Advance  pursuant  to
          paragraph (ii) above) to be made by each Lender as part  of  such
          Competitive  Bid Borrowing, and reject any remaining offers  made
          by  Lenders pursuant to paragraph (ii) above by giving the  Agent
          notice  to  that  effect; provided, however, that  such  Borrower
          shall  not accept any offer in excess of the requested bid amount
          for any maturity.  Such Borrower shall accept the offers made  by
          any  Lender or Lenders to make Competitive Bid Advances in  order
          of  the  lowest to the highest rates of interest offered by  such
          Lenders.   If two or more Lenders have offered the same  interest
          rate,  the  amount to be borrowed at such interest rate  will  be
          allocated  among  such Lenders in proportion to the  amount  that
          each such Lender offered at such interest rate.

           (iv)  If  the  Borrower proposing the Competitive Bid  Borrowing
     notifies  the  Agent that such Competitive Bid Borrowing is  cancelled
     pursuant  to  paragraph (iii)(x) above, the Agent  shall  give  prompt
     notice thereof to the Lenders and such Competitive Bid Borrowing shall
     not be made.

           (v)   If  the  Borrower proposing the Competitive Bid  Borrowing
     accepts  one  or  more  of the offers made by any  Lender  or  Lenders
     pursuant to paragraph (iii)(y) above, the Agent shall in turn promptly
     notify  (A)  each  Lender  that has made  an  offer  as  described  in
     paragraph  (ii)  above,  of  the date and  aggregate  amount  of  such
     Competitive Bid Borrowing and whether or not any offer or offers  made
     by  such Lender pursuant to paragraph (ii) above have been accepted by
     the  Borrower,  (B)  each  Lender that is to make  a  Competitive  Bid
     Advance  as part of such Competitive Bid Borrowing, of the  amount  of
     each Competitive Bid Advance to be made by such Lender as part of such
     Competitive  Bid  Borrowing, and (C) each Lender that  is  to  make  a
     Competitive  Bid  Advance as part of such Competitive  Bid  Borrowing,
     upon receipt, that the Agent has received forms of documents appearing
     to  fulfill the applicable conditions set forth in Article III.   Each
     Lender  that  is  to make a Competitive Bid Advance as  part  of  such
     Competitive  Bid  Borrowing shall, before 12:00 noon  (New  York  City
     time)  on the date of such Competitive Bid Borrowing specified in  the
     notice received from the Agent pursuant to clause (A) of the preceding
     sentence or any later time when such Lender shall have received notice
     from  the Agent pursuant to clause (C) of the preceding sentence, make
     available  for  the account of its Applicable Lending  Office  to  the
     Agent  (x)  in the case of a Competitive Bid Borrowing in Dollars,  at
     its  address  referred  to in Section 9.02, in same  day  funds,  such
     Lender's portion of such Competitive Bid Borrowing in Dollars, and (y)
     in  the case of a Competitive Bid Borrowing in a Foreign Currency,  at
     the  Payment  Office  for such Foreign Currency  as  shall  have  been
     notified by the Agent to the Lenders prior thereto, in same day funds,
     such  Lender's  portion  of such Competitive  Bid  Borrowing  in  such
     Foreign  Currency.  Upon fulfillment of the applicable conditions  set
     forth in Article III and after receipt by the Agent of such funds, the
     Agent will make such funds available to such Borrower's account at the
     location  specified by such Borrower in its Notice of Competitive  Bid
     Borrowing.   Promptly after each Competitive Bid Borrowing  the  Agent
     will  notify  each  Lender  of  the amount  of  such  Competitive  Bid
     Borrowing, the consequent Competitive Bid Reduction and the dates upon
     which such Competitive Bid Reduction commenced and will terminate.

           (vi)  If  the  Borrower proposing the Competitive Bid  Borrowing
     notifies the Agent that it accepts one or more of the offers  made  by
     any  Lender  or  Lenders pursuant to paragraph  (iii)(y)  above,  such
     notice  of  acceptance  shall  be  irrevocable  and  binding  on  such
     Borrower.  Such Borrower shall indemnify each Lender against any loss,
     cost or expense incurred by such Lender as a result of any failure  by
     such  Borrower  to  fulfill on or before the  date  specified  in  the
     related  Notice of Competitive Bid Borrowing for such Competitive  Bid
     Borrowing  the  applicable  conditions  set  forth  in  Article   III,
     including, without limitation, any loss (including loss of anticipated
     profits),  cost  or expense incurred by reason of the  liquidation  or
     reemployment  of deposits or other funds acquired by  such  Lender  to
     fund the Competitive Bid Advance to be made by such Lender as part  of
     such Competitive Bid Borrowing when such Competitive Bid Advance, as a
     result of such failure, is not made on such date.

           (b)   Each  Competitive Bid Borrowing shall be in  an  aggregate
amount  not less than $10,000,000 (or the Equivalent thereof in any Foreign
Currency) or an integral multiple of $1,000,000 (or the Equivalent  thereof
in  any  Foreign Currency) in excess thereof and, following the  making  of
each  Competitive  Bid  Borrowing,  the Borrower  that  has  borrowed  such
Competitive  Bid Borrowing shall be in compliance with the  limitation  set
forth in the proviso to the first sentence of subsection (a) above.

           (c)   Within the limits and on the conditions set forth in  this
Section  2.03,  any  Borrower  may from time  to  time  borrow  under  this
Section  2.03,  repay  or  prepay pursuant to  subsection  (d)  below,  and
reborrow under this Section 2.03, provided that a Competitive Bid Borrowing
shall  not  be  made within three Business Days of the date  of  any  other
Competitive Bid Borrowing.

           (d)   Any  Borrower that has borrowed through a Competitive  Bid
Borrowing shall repay to the Agent for the account of each Lender that  has
made  a  Competitive Bid Advance, on the maturity date of such  Competitive
Bid  Advance (such maturity date being that specified by such Borrower  for
repayment  of  such  Competitive  Bid Advance  in  the  related  Notice  of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and
provided  in  the  Competitive  Bid Note evidencing  such  Competitive  Bid
Advance), the then unpaid principal amount of such Competitive Bid Advance.
Such  Borrower  shall have no right to prepay any principal amount  of  any
Competitive  Bid Advance unless, and then only on the terms,  specified  by
such  Borrower  for such Competitive Bid Advance in the related  Notice  of
Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and
set  forth  in  the  Competitive Bid Note evidencing such  Competitive  Bid
Advance.

           (e)   Each Borrower that has borrowed through a Competitive  Bid
Borrowing  shall  pay  interest  on the unpaid  principal  amount  of  each
Competitive Bid Advance comprising such Competitive Bid Borrowing from  the
date  of  such Competitive Bid Advance to the date the principal amount  of
such Competitive Bid Advance is repaid in full, at the rate of interest for
such   Competitive  Bid  Advance  specified  by  the  Lender  making   such
Competitive  Bid  Advance  in  its notice with  respect  thereto  delivered
pursuant to subsection (a)(ii) above, payable on the interest payment  date
or dates specified by such Borrower for such Competitive Bid Advance in the
related   Notice  of  Competitive  Bid  Borrowing  delivered  pursuant   to
subsection (a)(i) above, as provided in the Competitive Bid Note evidencing
such  Competitive  Bid  Advance.   Upon  the  occurrence  and  during   the
continuance  of  an Event of Default under Section 6.01(a),  such  Borrower
shall  pay  interest on the amount of unpaid principal of and  interest  on
each  Competitive Bid Advance owing to a Lender, payable in arrears on  the
date or dates interest is payable thereon, at a rate per annum equal at all
times to 1% per annum above the rate per annum required to be paid on  such
Competitive  Bid  Advance  under the terms  of  the  Competitive  Bid  Note
evidencing  such Competitive Bid Advance unless otherwise  agreed  in  such
Competitive Bid Note.

           (f)   The  indebtedness  of  any Borrower  resulting  from  each
Competitive Bid Advance made to such Borrower as part of a Competitive  Bid
Borrowing  shall  be evidenced by a separate Competitive Bid  Note  of  the
Borrower  payable  to the order of the Lender making such  Competitive  Bid
Advance.

           SECTION 2.04.  Fees.  (a)  Facility Fee.  The Company agrees  to
pay  to  the  Agent for the account of each Lender a facility  fee  on  the
aggregate  amount of such Lender's Commitment from the date hereof  in  the
case  of each Initial Lender and from the effective date specified  in  the
Assumption Agreement or the Assignment and Acceptance, as the case may  be,
pursuant to which it became a Lender in the case of each other Lender until
the  Termination  Date at the rate of .065% per annum, payable  in  arrears
quarterly  on  the  last day of each March, June, September  and  December,
commencing September 30, 1995, and on the Termination Date.

           (b)   Agent's Fees.  The Company shall pay to the Agent for  its
own  account such fees, and at such times, as set forth in the letter dated
June 6, 1995 between the Company and the Agent.

            SECTION  2.05.   Termination,  Reduction  or  Increase  of  the
Commitments.   (a)   Ratable Termination or Reduction.  The  Company  shall
have the right, upon at least three Business Days' notice to the Agent,  to
terminate  in  whole or reduce ratably in part the unused portions  of  the
respective Commitments of the Lenders, provided that each partial reduction
shall  be  in an aggregate amount not less than $10,000,000 or an  integral
multiple  of  $1,000,000 in excess thereof and provided  further  that  the
aggregate amount of the Commitments of the Lenders shall not be reduced  to
an  amount  that is less than the sum of the aggregate principal amount  of
the  Competitive Bid Advances denominated in Dollars then outstanding  plus
the  Equivalent  in  Dollars  of  the aggregate  principal  amount  of  the
Competitive   Bid   Advances  denominated  in   Foreign   Currencies   then
outstanding.   The  aggregate amount of the Commitments,  once  reduced  as
provided in this Section 2.05(a), may not be reinstated, except as provided
in Section 2.05(e) below.

           (b)   Non-Ratable Termination by Assignment.  The Company  shall
have  the  right, upon at least ten Business Days' written  notice  to  the
Agent (which shall then give prompt notice thereof to the relevant Lender),
to  require  any Lender to assign, pursuant to and in accordance  with  the
provisions  of Section 9.07, all of its rights and obligations  under  this
Agreement  and  under  the Notes to an Eligible Assignee  selected  by  the
Company;  provided,  however,  that (i) no  Event  of  Default  shall  have
occurred and be continuing at the time of such request and at the  time  of
such  assignment; (ii) the assignee shall have paid to the assigning Lender
the  aggregate principal amount of, and any interest accrued and unpaid  to
the date of such assignment on, the Note or Notes of such Lender; (iii) the
Company  shall have paid to the assigning Lender any and all facility  fees
and  other  fees  payable to such Lender and all other accrued  and  unpaid
amounts  owing  to  such  Lender  under any  provision  of  this  Agreement
(including,  but  not limited to, any increased costs or  other  additional
amounts  owing under Section 2.10 and any indemnification for  Taxes  under
Section 2.13) as of the effective date of such assignment; and (iv) if  the
assignee  selected by the Company is not an existing Lender, such  assignee
or  the Company shall have paid the processing and recordation fee required
under  Section  9.07(a)  for  such assignment; provided  further  that  the
Company  shall  have  no right to replace more than three  Lenders  in  any
calendar  year pursuant to this Section 2.05(b); and provided further  that
the  assigning Lender's rights under Sections 2.10, 2.13 and 9.04, and  its
obligations under Section 8.05, shall survive such assignment as to matters
occurring prior to the date of assignment.

           (c)   Non-Ratable Reduction.  (i)  The Company  shall  have  the
right,  at any time other than during any Rating Condition, upon  at  least
ten  Business  Days'  notice to a Lender (with a copy  to  the  Agent),  to
terminate  in  whole  such Lender's Commitment (determined  without  giving
effect  to  any  Competitive  Bid Reduction).  Such  termination  shall  be
effective, (i) with respect to such Lender's unused Commitment, on the date
set  forth  in such notice, provided, however, that such date shall  be  no
earlier  than ten Business Days after receipt of such notice and (ii)  with
respect to each Advance outstanding to such Lender, on the last day of  the
then  current  Interest Period relating to such Advance; provided  further,
however,  that  such termination shall not be effective, if,  after  giving
effect  to such termination, the Company would, under this Section 2.05(c),
reduce the Lenders' Commitments in any calendar year by an amount in excess
of  the  Commitments  of  any  three Lenders or $90,000,000,  whichever  is
greater  on  the date of such termination.  Notwithstanding  the  preceding
proviso, the Company may terminate in whole the Commitment of any Lender in
accordance  with  the  terms and conditions set forth in  Section  2.05(b).
Upon  termination of a Lender's Commitment under this Section 2.05(c),  the
Company will pay or cause to be paid all principal of, and interest accrued
to  the date of such payment on, Advances owing to such Lender and pay  any
facility  fees  or  other  fees  payable to such  Lender  pursuant  to  the
provisions  of Section 2.04, and all other amounts payable to  such  Lender
hereunder  (including,  but not limited to, any increased  costs  or  other
amounts  owing under Section 2.10 and any indemnification for  Taxes  under
Section  2.13);  and  upon such payments, the obligations  of  such  Lender
hereunder  shall,  by  the provisions hereof, be released  and  discharged;
provided, however, that such Lender's rights under Sections 2.10, 2.13  and
9.04, and its obligations under Section 8.05 shall survive such release and
discharge as to matters occurring prior to such date.  The aggregate amount
of  the  Commitments of the Lenders once reduced pursuant to  this  Section
2.05(c) may not be reinstated, except pursuant to Section 2.05(e) below.

           (ii) For purposes of this Section 2.05(c) only, the term "Rating
Condition" shall mean a period commencing with notice (a "Rating  Condition
Notice") by the Agent to the Company and the Lenders to the effect that the
Agent  has been informed that the rating of the senior public Debt  of  the
Company  is  unsatisfactory  under the  standard  set  forth  in  the  next
sentence,  and  ending  with notice by the Agent to  the  Company  and  the
Lenders  to  the  effect that such condition no longer exists.   The  Agent
shall give a Rating Condition Notice promptly upon receipt from the Company
or  any  Lender of notice stating, in effect, that both of S&P and  Moody's
(or  any  successor  by merger or consolidation to the business  of  either
thereof),  respectively, then rate the senior public Debt  of  the  Company
lower  than BBB and Baa2.  The Company agrees to give notice to  the  Agent
forthwith  upon any change in a rating by either such organization  of  the
senior  public Debt of the Company; the Agent shall have no duty whatsoever
to verify the accuracy of any such notice from the Company or any Lender or
to  monitor  independently the ratings of the senior  public  Debt  of  the
Company  and  no Lender shall have any duty to give any such  notice.   The
Agent  shall  give  notice  to  the Lenders  and  the  Company  as  to  the
termination of a Rating Condition promptly upon receiving a notice from the
Company to the Agent (which notice the Agent shall promptly notify  to  the
Lenders)  stating that the rating of the senior public Debt of the  Company
does  not meet the standard set forth in the second sentence of this clause
(ii) and requesting that the Agent notify the Lenders of the termination of
the Rating Condition.  The Rating Condition shall terminate upon the giving
of such notice by the Agent.

           (d)   Termination by a Lender.  In the event that  a  Change  of
Control  occurs, each Lender may, by notice to the Company  and  the  Agent
given  not  later  than  50  calendar days after such  Change  of  Control,
terminate its Commitment, which Commitment shall be terminated effective as
of  the later of (i) the date that is 60 calendar days after such Change of
Control  or (ii) the end of the Interest Period for any Advance outstanding
at  the time of such Change of Control or for any Advance made pursuant  to
the next sentence of this Section 2.05(d).  Upon the occurrence of a Change
of  Control, each Borrower's right to make a Borrowing under this Agreement
shall  be  suspended for a period of 60 calendar days, except for  Advances
having an interest period ending not later than 90 calendar days after such
Change  of  Control.   A  notice of termination pursuant  to  this  Section
2.05(d)  shall not have the effect of accelerating any outstanding  Advance
of such Lender and the Notes of such Lender.

           (e)  Increase in Aggregate of the Commitments.  (i)  The Company
may  at any time, by notice to the Agent, propose that the aggregate amount
of the Commitments be increased (such aggregate amount being, a "Commitment
Increase") up to $150,000,000 in excess of the aggregate of the Commitments
as  of  the Effective Date, effective as at a date prior to the Termination
Date  (the  "Increase Date") as to which agreement is to be reached  by  an
earlier  date  specified in such notice (the "Commitment Date");  provided,
however,  that  (A) the Company may not propose more than three  Commitment
Increases  during the 364-day period that this Agreement is in effect,  (B)
the  minimum  proposed Commitment Increase per notice shall be $30,000,000,
(C)  in no event shall the aggregate amount of the Commitments at any  time
exceed  $525,000,000  and  (D)  no  Default  shall  have  occurred  and  be
continuing  on  such  Increase Date.  The Agent shall  notify  the  Lenders
thereof  promptly  upon its receipt of any such notice.  The  Agent  agrees
that it will cooperate with the Company in discussions with the Lenders and
other  Eligible Assignees with a view to arranging the proposed  Commitment
Increase  through the increase of the Commitments of one  or  more  of  the
Lenders  (each  such  Lender  that is willing to  increase  its  Commitment
hereunder  being, an "Increasing Lender") and the addition of one  or  more
other  Eligible  Assignees  as Assuming Lenders  and  as  parties  to  this
Agreement;  provided,  however, that it shall  be  in  each  Lender's  sole
discretion whether to increase its Commitment hereunder in connection  with
the  proposed Commitment Increase; and provided further, that  the  minimum
Commitment  of  each  such Assuming Lender that becomes  a  party  to  this
Agreement  pursuant to this Section 2.05(e), shall be  at  least  equal  to
$10,000,000.   If  agreement is reached on or prior to the Commitment  Date
with  any  Increasing  Lenders and Assuming  Lenders  as  to  a  Commitment
Increase  (which  may be less than but not greater than  specified  in  the
applicable  notice from the Company), such agreement to be evidenced  by  a
notice  in reasonable detail from the Company to the Agent on or  prior  to
the  Commitment  Date, such Assuming Lenders, if any, shall become  Lenders
hereunder  as  of the Increase Date and the Commitments of such  Increasing
Lenders  and such Assuming Lenders shall become or be, as the case may  be,
as  of  the  Increase Date, the amounts specified in such notice;  provided
that:

           (x)  the Agent shall have received (with copies for each Lender,
     including each such Assuming Lender) by no later than 10:00 A.M.  (New
     York City time) on the Increase Date (A) an opinion of counsel for the
     Company  in substantially the form of Exhibit G hereto and an  opinion
     of  counsel  for  each other Borrower substantially  in  the  form  of
     Exhibit  H  hereto, each dated such Increase Date,  and  (B)  a  copy,
     certified  on  the  Increase  Date  by  the  Secretary,  an  Assistant
     Secretary  or  a  comparable  official  of  each  Borrower,   of   the
     resolutions  adopted  by  the  Board of  Directors  of  such  Borrower
     authorizing such Commitment Increase;

          (y)   each such Assuming Lender shall have delivered to the Agent,
     by no later than 10:00 A.M. (New York City time) on the Increase Date,
     an  appropriate  Assumption  Agreement in substantially  the  form  of
     Exhibit  D  hereto,  duly  executed by such Assuming  Lender  and  the
     Company; and

          (z)   each  such Increasing Lender shall have delivered  to  the
     Agent  by,  no  later  than 10:00 A.M. (New York  City  time)  on  the
     Increase Date, confirmation in writing satisfactory to the Agent as to
     its increased Commitment.

           (ii)  In the event that the Agent shall have received notice from
the Company as to its agreement to a Commitment Increase on or prior to the
Commitment Date and each of the actions provided for in clauses (x) through
(z)  above shall have occurred prior to 10:00 A.M. (New York City time)  on
the  Increase Date to the satisfaction of the Agent, the Agent shall notify
the  Lenders  (including  any Assuming Lenders)  and  the  Company  of  the
occurrence  of  such  Commitment Increase by  telecopier,  telex  or  cable
promptly  and in any event no later than 1:00 P.M. (New York City time)  on
the Increase Date and shall record in the Register the relevant information
with  respect to each Increasing Lender and Assuming Lender.   Within  five
Business  Days  after  its  receipt of such notice  from  the  Agent,  each
Borrower,  at  its  own expense, shall execute and deliver  to  the  Agent,
Revolving  Credit  Notes payable to the order of each Assuming  Lender,  if
any, dated as of the Increase Date and substantially in the form of Exhibit
A-1  hereto.  The Agent, upon receipt of such Revolving Credit Notes, shall
promptly  deliver  such Revolving Credit Notes to the  respective  Assuming
Lenders.

           (iii) In  the event that the Agent shall not have  received
notice  from the Company as to such agreement on or prior to the Commitment
Date  or  the  Company shall, by notice to the Agent prior to the  Increase
Date, withdraw its proposal for a Commitment Increase or any of the actions
provided for above in clauses (i)(x) through (i)(z) shall not have occurred
by  10:00 A.M. (New York City time) on the Increase Date, such proposal  by
the  Company  shall be deemed not to have been made.  In  such  event,  any
actions  theretofore taken under clauses (i)(x) through (i)(z) above  shall
be  deemed  to  be of no effect and all the rights and obligations  of  the
parties shall continue as if no such proposal had been made.

           SECTION  2.06.   Repayment of Revolving Credit  Advances.   Each
Borrower shall repay to the Agent for the ratable account of the Lenders on
the Termination Date the aggregate principal amount of the Revolving Credit
Advances then outstanding in respect of such Borrower.

           SECTION  2.07.   Interest  on Revolving  Credit  Advances.   (a)
Scheduled  Interest.   Each  Borrower shall  pay  interest  on  the  unpaid
principal amount of each Revolving Credit Advance owing by such Borrower to
each  Lender  from  the date of such Revolving Credit  Advance  until  such
principal amount shall be paid in full, at the following rates per annum:

           (i)   Base Rate Advances.  During such periods as such Revolving
     Credit  Advance is a Base Rate Advance, a rate per annum equal at  all
     times  to  the  Base  Rate in effect from time to  time,   payable  in
     arrears  quarterly on the last day of each March, June, September  and
     December  during such periods and on the date such Base  Rate  Advance
     shall be paid in full.

           (ii)  Eurocurrency Rate Advances.  During such periods  as  such
     Revolving  Credit Advance is a Eurocurrency Rate Advance, a  rate  per
     annum  equal  at  all  times  during each  Interest  Period  for  such
     Revolving Credit Advance to the sum of (x) the Eurocurrency  Rate  for
     such Interest Period for such Revolving Credit Advance plus (y) .185%,
     payable  in  arrears on the last day of such Interest Period  and,  if
     such Interest Period has a duration of more than three months, on each
     day  that  occurs during such Interest Period every three months  from
     the   first  day  of  such  Interest  Period  and  on  the  date  such
     Eurocurrency Rate Advance shall be Converted or paid in full.

           (b)   Default  Interest.   Upon the occurrence  and  during  the
continuance  of  an Event of Default under Section 6.01(a),  each  Borrower
shall  pay  interest on (i) the unpaid principal amount of  each  Revolving
Credit Advance owing by such Borrower to each Lender, payable in arrears on
the  dates  referred to in clause (a)(i) or (a)(ii) above, at  a  rate  per
annum  equal at all times to 1% per annum above the rate per annum required
to  be  paid on such Revolving Credit Advance pursuant to clause (a)(i)  or
(a)(ii)  above and (ii) to the fullest extent permitted by law, the  amount
of  any  interest, fee or other amount payable hereunder by  such  Borrower
that  is  not paid when due, from the date such amount shall be  due  until
such  amount  shall be paid in full, payable in arrears on  the  date  such
amount  shall be paid in full and on demand, at a rate per annum  equal  at
all  times to 1% per annum above the rate per annum required to be paid  on
such Revolving Credit Advance pursuant to clause (a)(i) or (a)(ii) above.

           SECTION 2.08.  Interest Rate Determination.  (a)  Each Reference
Bank  agrees to furnish to the Agent timely information for the purpose  of
determining each Eurocurrency Rate and each LIBO Rate.  If any one or  more
of  the  Reference Banks shall not furnish such timely information  to  the
Agent  for  the  purpose of determining any such interest rate,  the  Agent
shall  determine  such  interest rate on the basis  of  timely  information
furnished  by the remaining Reference Banks.  The Agent shall  give  prompt
notice  to  the  Company  and the Lenders of the applicable  interest  rate
determined by the Agent for purposes of Section 2.07(a)(i) or (ii), and the
rate,  if  any,  furnished  by  each Reference  Bank  for  the  purpose  of
determining the interest rate under Section 2.07(a)(ii).

           (b)   If,  with  respect to any Eurocurrency Rate Advances,  the
Majority  Lenders  notify  the Agent that the  Eurocurrency  Rate  for  any
Interest Period for such Advances will not adequately reflect the  cost  to
such  Majority  Lenders of making, funding or maintaining their  respective
Eurocurrency  Rate  Advances  for such Interest  Period,  the  Agent  shall
forthwith  so  notify  each Borrower and the Lenders,  whereupon  (i)  such
Eurocurrency  Rate  Advances  will (to the extent  such  Eurocurrency  Rate
Advances remain outstanding on such day) automatically, on the last day  of
the  then existing Interest Period therefor, (A) if such Eurocurrency  Rate
Advances  are denominated in Dollars, be Converted into Base Rate  Advances
and  (B)  if such Eurocurrency Rate Advances are denominated in  any  Major
Currency,  be  redenominated  into  an Equivalent  amount  of  Dollars  and
Converted  into Base Rate Advances, and (ii) the obligation of the  Lenders
to   make  Eurocurrency  Rate  Advances  in  the  same  currency  as   such
Eurocurrency Rate Advances shall be suspended until the Agent shall  notify
each   Borrower  and  the  Lenders  that  the  circumstances  causing  such
suspension no longer exist.

           (c)  If any Borrower, in requesting a Revolving Credit Borrowing
comprised of Eurocurrency Rate Advances, shall fail to select the  duration
of  the  Interest Period for such Eurocurrency Rate Advances in  accordance
with  the  provisions contained in the definition of "Interest  Period"  in
Section  1.01,  the  Agent will forthwith so notify the  Borrower  and  the
Lenders  and  such  Advances  will (to the extent  such  Eurocurrency  Rate
Advances remain outstanding on such day) automatically, on the last day  of
the  then existing Interest Period therefor, (i) if such Eurocurrency  Rate
Advances  are denominated in Dollars, be Converted into Base Rate  Advances
and  (ii)  if such Eurocurrency Rate Advances are denominated in any  Major
Currency,  be  redenominated  into  an Equivalent  amount  of  Dollars  and
Converted into Base Rate Advances.

           (d)  Upon the occurrence and during the continuance of any Event
of  Default under Section 6.01(a), (i) each Eurocurrency Rate Advance  will
(to  the extent such Eurocurrency Rate Advance remains outstanding on  such
day)  automatically, on the last day of the then existing  Interest  Period
therefor, (A) if such Eurocurrency Rate Advance is denominated in  Dollars,
be  Converted  into  a Base Rate Advance and (B) if such Eurocurrency  Rate
Advance  is  denominated in any Major Currency, be  redenominated  into  an
Equivalent  amount of Dollars and Converted into a Base  Rate  Advance  and
(ii) the obligation of the Lenders to make Eurocurrency Rate Advances shall
be suspended.

          (e)  If fewer than two Reference Banks furnish timely information
to  the  Agent for determining the Eurocurrency Rate or LIBO Rate  for  any
Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be,

          (i)   the Agent shall forthwith notify the relevant Borrower  and
     the  Lenders  that  the interest rate cannot be  determined  for  such
     Eurocurrency Rate Advances or LIBO Rate Advances,  as the case may be,

          (ii)   with  respect  to Eurocurrency Rate  Advances,  each  such
     Advance  will  (to the extent such Eurocurrency Rate  Advance  remains
     outstanding  on such day) automatically, on the last day of  the  then
     existing  Interest  Period  therefor, (A) if  such  Eurocurrency  Rate
     Advance  is  denominated in Dollars, be Converted  into  a  Base  Rate
     Advance  and  (B) if such Eurocurrency Rate Advance is denominated  in
     any  Major  Currency,  be redenominated into an Equivalent  amount  of
     Dollars and Converted into a Base Rate Advance (or if such Advance  is
     then a Base Rate Advance,  will continue as a  Base Rate Advance), and

          (iii)     the obligation of the Lenders to make Eurocurrency Rate
     Advances  or  LIBO Rate Advances shall be suspended  until  the  Agent
     shall  notify  the  Borrowers and the Lenders that  the  circumstances
     causing such suspension no longer exist.

           SECTION  2.09.  Prepayments of Revolving Credit  Advances.   (a)
Optional Prepayments.  Each Borrower may, upon notice to the Agent  stating
the  proposed date and aggregate principal amount of the prepayment,  given
not  later than 11:00 A.M. (New York City time) on the second Business  Day
prior  to the date of such proposed prepayment, in the case of Eurocurrency
Rate  Advances, and not later than 11:00 A.M. (New York City time)  on  the
day of such proposed prepayment, in the case of Base Rate Advances, and, if
such notice is given, such Borrower shall, prepay the outstanding principal
amount  of  the  Revolving  Credit Advances comprising  part  of  the  same
Revolving  Credit  Borrowing in whole or ratably  in  part,  together  with
accrued  interest  to the date of such prepayment on the  principal  amount
prepaid; provided, however, that (x) each partial prepayment shall be in an
aggregate  principal  amount not less than $10,000,000  or  the  Equivalent
thereof in a Major Currency (determined on the date notice of prepayment is
given) or an integral multiple of $1,000,000 or the Equivalent thereof in a
Major  Currency (determined on the date notice of prepayment is  given)  in
excess  thereof  and  (y)  in  the  event  of  any  such  prepayment  of  a
Eurocurrency Rate Advance other than on the last day of the Interest Period
therefor,  such  Borrower shall be obligated to reimburse  the  Lenders  in
respect thereof pursuant to Section 9.04(c).  Each notice of prepayment  by
a  Designated Subsidiary shall be given to the Administrative Agent through
the Company.

          (b)  Mandatory Prepayments.  (i)  If, on any date, the sum of (A)
the  aggregate principal amount of all Advances denominated in Dollars then
outstanding  plus (B) the Equivalent in Dollars of the aggregate  principal
amount  of  all Advances denominated in Foreign Currencies then outstanding
exceeds 103% of the aggregate Commitments of the Lenders on such date,  the
Company  and  each other Borrower, if any, shall thereupon promptly  prepay
the outstanding principal amount of any Advances owing by such Borrower  in
an  aggregate  amount sufficient to reduce such sum to  an  amount  not  to
exceed  100%  of  the aggregate Commitments of the Lenders  on  such  date,
together  with any interest accrued to the date of such prepayment  on  the
principal  amounts  prepaid  and,  in the  case  of  any  prepayment  of  a
Eurocurrency  Rate  Advance or a LIBO Rate Advance, any additional  amounts
which  such  Borrower shall be obligated to reimburse  to  the  Lenders  in
respect  thereof pursuant to Section 9.04(c).  The Agent shall give  prompt
notice  of  any  prepayment required under this Section 2.09(b)(i)  to  the
Borrowers and the Lenders.

          (ii) If, on any date, the sum of (A) the Equivalent in Dollars of
the   aggregate   principal  amount  of  all  Eurocurrency  Rate   Advances
denominated in Major Currencies then outstanding plus (B) the Equivalent in
Dollars  of  the  aggregate  principal amount of  all  LIBO  Rate  Advances
denominated   in   Foreign  Currencies  then  outstanding,   shall   exceed
$110,000,000,  the  Company  and  each  other  Borrower  shall  prepay  the
outstanding principal amount of any such Eurocurrency Rate Advances or  any
such  LIBO  Rate Advances owing by such Borrower, on the last  day  of  the
Interest  Periods  relating  to  such  Advances,  in  an  aggregate  amount
sufficient  to  reduce  such sum to an amount not to  exceed  $100,000,000,
together  with any interest accrued to the date of such prepayment  on  the
principal  amounts  prepaid.  The Agent shall give  prompt  notice  of  any
prepayment required under this Section 2.09(b)(ii) to the Borrowers and the
Lenders.

           SECTION 2.10.  Increased Costs.  (a)  If, due to either (i)  the
introduction  of or any change in or in the interpretation of  any  law  or
regulation  or (ii) the compliance with any guideline or request  from  any
central  bank  or other governmental authority (whether or not  having  the
force  of  law), there shall be any increase in the cost to any  Lender  of
agreeing  to  make  or  making,  funding or maintaining  Eurocurrency  Rate
Advances or LIBO Rate Advances (excluding for purposes of this Section 2.10
any  such  increased costs resulting from (i) Taxes or Other Taxes  (as  to
which  Section 2.13 shall govern) and (ii) changes in the basis of taxation
of  overall net income or overall gross income by the United States  or  by
the  foreign jurisdiction or state under the laws of which such  Lender  is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower of such Advances shall from time to time,  upon
demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent  for  the  account  of such Lender additional amounts  sufficient  to
compensate such Lender for such increased cost.  A certificate  as  to  the
amount of such increased cost, submitted to such Borrower and the Agent  by
such  Lender,  shall  be conclusive and binding for  all  purposes,  absent
manifest error.

           (b)   If any Lender determines that compliance with any  law  or
regulation  or  any  guideline or request from any central  bank  or  other
governmental authority (whether or not having the force of law) affects  or
would affect the amount of capital required or expected to be maintained by
such  Lender or any corporation controlling such Lender and that the amount
of  such  capital  is  increased by or based upon  the  existence  of  such
Lender's  commitment to lend hereunder and other commitments of this  type,
then, upon demand by such Lender (with a copy of such demand to the Agent),
the  Company  shall pay to the Agent for the account of such  Lender,  from
time to time as specified by such Lender, additional amounts sufficient  to
compensate  such  Lender  or  such  corporation  in  the  light   of   such
circumstances,  to the extent that such Lender reasonably  determines  such
increase  in  capital  to be allocable to the existence  of  such  Lender's
commitment  to lend hereunder.  A certificate as to such amounts  submitted
to the Company and the Agent by such Lender shall be conclusive and binding
for all purposes, absent manifest error.

           (c)  Any Lender claiming any additional amounts payable pursuant
to  this  Section  2.10  shall, upon the written  request  of  the  Company
delivered  to  such  Lender  and the Agent,  assign,  pursuant  to  and  in
accordance  with  the provisions of Section 9.07, all  of  its  rights  and
obligations  under  this  Agreement and under  the  Notes  to  an  Eligible
Assignee  selected by the Company; provided, however, that (i)  no  Default
shall  have occurred and be continuing at the time of such request  and  at
the  time  of  such assignment; (ii) the assignee shall have  paid  to  the
assigning  Lender  the  aggregate principal amount  of,  and  any  interest
accrued and unpaid to the date of such assignment on, the Note or Notes  of
such Lender; (iii) the Company shall have paid to the assigning Lender  any
and  all facility fees and other fees payable to such Lender and all  other
accrued and unpaid amounts owing to such Lender under any provision of this
Agreement  (including,  but not limited to, any increased  costs  or  other
additional  amounts owing under this Section 2.10, and any  indemnification
for  Taxes  under Section 2.13) as of the effective date of such assignment
and (iv) if the assignee selected by the Company is not an existing Lender,
such assignee or the Company shall have paid the processing and recordation
fee  required  under Section 9.07(a) for such assignment; provided  further
that the assigning Lender's rights under Sections 2.10, 2.13 and 9.04,  and
its  obligations  under Section 8.05, shall survive such assignment  as  to
matters occurring prior to the date of assignment.

           SECTION  2.11.  Illegality.  Notwithstanding any other provision
of  this  Agreement,  if  any  Lender  shall  notify  the  Agent  that  the
introduction  of or any change in or in the interpretation of  any  law  or
regulation  makes  it unlawful, or any central bank or  other  governmental
authority  asserts that it is unlawful, for any Lender or its  Eurocurrency
Lending  Office  to perform its obligations hereunder to make  Eurocurrency
Rate  Advances  in Dollars or any Major Currency or LIBO Rate  Advances  in
Dollars or in any Foreign Currency or to fund or maintain Eurocurrency Rate
Advances  in  Dollars  or in any Major Currency or LIBO  Rate  Advances  in
Dollars  or  in any Foreign Currency hereunder, (i) each such  Eurocurrency
Rate  Advance  or  such  LIBO  Rate Advance,  as  the  case  may  be,  will
automatically, upon such demand, (A) if such Eurocurrency Rate  Advance  or
LIBO  Rate Advance is denominated in Dollars, be Converted into a Base Rate
Advance  or  an  Advance  that bears interest at  the  rate  set  forth  in
Section  2.07(a)(i),  as  the case may be, (B) if  such  Eurocurrency  Rate
Advance  or  LIBO Rate Advance is denominated in any Foreign  Currency,  be
redenominated  into an Equivalent amount of Dollars and  Converted  into  a
Base  Rate Advance or an Advance that bears interest at the rate set  forth
in  Section 2.07(a)(i), as the case may be, and (ii) the obligation of  the
Lenders  to make such Eurocurrency Rate Advances or such LIBO Rate Advances
shall  be  suspended  until the Agent shall notify  the  Borrower  and  the
Lenders that the circumstances causing such suspension no longer exist.

           SECTION  2.12.  Payments and Computations.  (a)   Each  Borrower
shall  make each payment hereunder and under the Notes, except with respect
to  principal  of,  interest on, and other amounts  relating  to,  Advances
denominated in a Foreign Currency, not later than 11:00 A.M. (New York City
time)  on  the day when due in Dollars to the Agent at its address referred
to  in  Section  9.02  in same day funds.  Each Borrower  shall  make  each
payment  hereunder  and  under  the Notes with  respect  to  principal  of,
interest  on,  and  other  amounts relating to Advances  denominated  in  a
Foreign Currency not later than 12:00 Noon (at the Payment Office for  such
Foreign Currency) on the day when due in such Foreign Currency to the Agent
in  same  day  funds  by  deposit  of such funds  to  the  Agent's  account
maintained  at  such  Payment Office.  The Agent will  promptly  thereafter
cause to be distributed like funds relating to the payment of principal  or
interest  or facility fees ratably (other than amounts payable pursuant  to
Section  2.03, 2.05(b), 2.05(c), 2.10, 2.13 or 9.04(c)) to the Lenders  for
the  account of their respective Applicable Lending Offices, and like funds
relating to the payment of any other amount payable to any Lender  to  such
Lender for the account of its Applicable Lending Office, in each case to be
applied  in  accordance  with  the  terms  of  this  Agreement.   Upon  its
acceptance of an Assignment and Acceptance and recording of the information
contained  therein  in the Register pursuant to Section 9.07(c),  from  and
after  the effective date specified in such Assignment and Acceptance,  the
Agent  shall make all payments hereunder and under the Notes in respect  of
the  interest assigned thereby to the Lender assignee thereunder,  and  the
parties  to  such  Assignment  and Acceptance shall  make  all  appropriate
adjustments  in  such  payments for periods prior to  such  effective  date
directly  between themselves.  Upon any Assuming Lender becoming  a  Lender
hereunder  as  a  result  of  the effectiveness of  a  Commitment  Increase
pursuant  to Section 2.05(e), and upon the Agent's receipt of such Lender's
Assumption Agreement and recording the information contained therein in the
Register,  from  and  after the Increase Date, the  Agent  shall  make  all
payments  hereunder and under the Notes in respect of the interest  assumed
thereby to the Assuming Lender.

           (b)  All computations of interest based on the Base Rate and  of
facility fees shall be made by the Agent on the basis of a year of  365  or
366 days, as the case may be, and all computations of interest based on the
Eurocurrency Rate, the LIBO Rate or the Federal Funds Rate shall be made by
the  Agent on the basis of a year of 360 days, in each case for the  actual
number  of  days  (including  the first day but  excluding  the  last  day)
occurring  in  the  period for which such interest  or  facility  fees  are
payable.   Each  determination by the Agent of an interest  rate  hereunder
shall be conclusive and binding for all purposes, absent manifest error.

           (c)  Whenever any payment hereunder or under the Notes shall  be
stated to be due on a day other than a Business Day, such payment shall  be
made  on the next succeeding Business Day, and such extension of time shall
in  such  case  be included in the computation of payment  of  interest  or
facility  fee,  as  the  case  may be; provided,  however,  that,  if  such
extension  would cause payment of interest on or principal of  Eurocurrency
Rate  Advances  or  LIBO  Rate Advances to be made in  the  next  following
calendar  month, such payment shall be made on the next preceding  Business
Day.

           (d)   Unless  the  Agent  shall have received  notice  from  any
Borrower  prior  to  the date on which any payment is due  to  the  Lenders
hereunder that such Borrower will not make such payment in full, the  Agent
may assume that such Borrower has made such payment in full to the Agent on
such date and the Agent may, in reliance upon such assumption, cause to  be
distributed to each Lender on such due date an amount equal to  the  amount
then due such Lender.  If and to the extent such Borrower shall not have so
made  such  payment in full to the Agent, each Lender shall  repay  to  the
Agent  forthwith on demand such amount distributed to such Lender  together
with  interest  thereon,  for  each  day  from  the  date  such  amount  is
distributed to such Lender until the date such Lender repays such amount to
the Agent, at the Federal Funds Rate.

           SECTION 2.13.  Taxes.  (a)  Any and all payments by any Borrower
hereunder   or   under  the  Notes  shall  be  made,  in  accordance   with
Section  2.12,  free and clear of and without deduction  for  any  and  all
present   or   future  taxes,  levies,  imposts,  deductions,  charges   or
withholdings, and all liabilities with respect thereto, excluding,  in  the
case  of each Lender and the Agent, net income taxes imposed by the  United
States  and  taxes imposed on its overall net income, and  franchise  taxes
imposed  on it in lieu of net income taxes, by the jurisdiction  under  the
laws of which such Lender or the Agent (as the case may be) is organized or
any  political  subdivision thereof and, in the case of each Lender,  taxes
imposed  on its overall net income, and franchise taxes imposed  on  it  in
lieu  of  net income taxes, by the jurisdiction of such Lender's Applicable
Lending  Office or any political subdivision thereof (all such non-excluded
taxes,  levies, imposts, deductions, charges, withholdings and  liabilities
in  respect  of  payments  hereunder or under the Notes  being  hereinafter
referred  to  as  "Taxes").  If any Borrower shall be required  by  law  to
deduct  any Taxes from or in respect of any sum payable hereunder or  under
any Note to any Lender or the Agent, (i) the sum payable shall be increased
as may be necessary so that after making all required deductions (including
deductions  applicable to additional sums payable under this Section  2.13)
such  Lender or the Agent (as the case may be) receives an amount equal  to
the  sum it would have received had no such deductions been made, (ii) such
Borrower shall make such deductions and (iii) such Borrower shall  pay  the
full  amount deducted to the relevant taxation authority or other authority
in accordance with applicable law.

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

           (c)  Each Borrower shall indemnify each Lender and the Agent for
the full amount of Taxes or Other Taxes (including, without limitation, any
taxes   imposed  by  any  jurisdiction  on  amounts  payable   under   this
Section  2.13) imposed on or paid by such Lender or the Agent (as the  case
may  be)  and  any liability (including penalties, interest  and  expenses)
arising  therefrom  or  with  respect thereto; provided,  however,  that  a
Borrower shall not be obligated to pay any amounts in respect of penalties,
interest or expenses pursuant to this paragraph that are payable solely  as
a  result  of  (i) the failure on the part of the pertinent Lender  or  the
Agent  to  pay  over those amounts received from the Borrowers  under  this
clause  (c) or (ii) the gross negligence or willful misconduct on the  part
of  the pertinent Lender or the Agent.  This indemnification shall be  made
within 30 days from the date such Lender or the Agent (as the case may  be)
makes  written  demand therefor.  Each Lender agrees to provide  reasonably
prompt  notice to the Agent, the Company and any Borrower of any imposition
of  Taxes or Other Taxes against such Lender; provided that failure to give
such  notice  shall  not  affect such Lender's  rights  to  indemnification
hereunder.  Each Lender agrees that it will, promptly upon a request by the
Company  or  a  Borrower having made an indemnification payment  hereunder,
furnish  to the Company or such Borrower, as the case may be, such evidence
as is reasonably available to such Lender as to the payment of the relevant
Taxes or Other Taxes, and that it will, if requested by the Company or such
Borrower, cooperate with the Company or such Borrower, as the case may  be,
in  its  efforts  to obtain a refund or similar relief in respect  of  such
payment.

           (d)  Within 30 days after the date of any payment of Taxes, each
Borrower  shall  furnish  to  the Agent, at  its  address  referred  to  in
Section  9.02,  the  original or a certified copy of a  receipt  evidencing
payment  thereof.  In the case of any payment hereunder or under the  Notes
by  or  on behalf of any Borrower through an account or branch outside  the
United States or by or on behalf of any Borrower by a payor that is  not  a
United States person, if such Borrower determines that no Taxes are payable
in  respect thereof, such Borrower shall furnish, or shall cause such payor
to furnish, to the Agent, at such address, an opinion of counsel acceptable
to  the Agent stating that such payment is exempt from Taxes.  For purposes
of  this  subsection (d) and subsection (e), the terms "United States"  and
"United States person" shall have the meanings specified in Section 7701 of
the Internal Revenue Code.

           (e)   Each  Lender  organized under the laws of  a  jurisdiction
outside  the  United States, on or prior to the date of its  execution  and
delivery  of this Agreement in the case of each Initial Lender and  on  the
date  of the Assignment and Acceptance or the Assumption Agreement, as  the
case  may  be,  pursuant to which it becomes a Lender in the case  of  each
other  Lender, and from time to time thereafter as requested in writing  by
any  Borrower (but only so long as such Lender remains lawfully able to  do
so),  shall provide the Agent and each Borrower with two original  Internal
Revenue  Service  forms 1001 or 4224, as appropriate, or any  successor  or
other form prescribed by the Internal Revenue Service, certifying that such
Lender  is  exempt  from  or entitled to a reduced rate  of  United  States
withholding  tax on payments pursuant to this Agreement or the  Notes.   In
addition, each Lender further agrees to provide any Borrower with any  form
or  document  as any Borrower may request which is required by  any  taxing
authority  outside the United States in order to secure an exemption  from,
or  reduction in the rate of, withholding tax.  If the forms provided by  a
Lender  at  the  time such Lender first becomes a party to  this  Agreement
indicates a United States interest withholding tax rate in excess of  zero,
withholding tax at such rate shall be considered excluded from Taxes unless
and  until  such  Lender provides the appropriate forms certifying  that  a
lesser  rate  applies, whereupon withholding tax at such lesser  rate  only
shall  be considered excluded from Taxes for periods governed by such form;
provided, however, that, if at the date of the Assignment and Acceptance or
the  Assumption Agreement, as the case may be, pursuant to which  a  Lender
becomes  a  party to this Agreement, such Lender was entitled  to  payments
under  subsection  (a)  in respect of United States  withholding  tax  with
respect to interest paid at such date, then, to such extent, the term Taxes
shall include (in addition to withholding taxes that may be imposed in  the
future  or  other  amounts  otherwise includable in  Taxes)  United  States
withholding  tax, if any, applicable with respect to such  Lender  on  such
date.   If any form or document referred to in this subsection (e) requires
the  disclosure of information, other than information necessary to compute
the  tax  payable and information required on the date hereof  by  Internal
Revenue Service form 1001 or 4224, that a Lender reasonably considers to be
confidential,  such Lender shall give notice thereof to each  Borrower  and
shall  not  be  obligated  to  include  in  such  form  or  document   such
confidential information.

           (f)  For any period with respect to which a Lender has failed to
provide   each   Borrower   with   the  appropriate   form   described   in
Section  2.13(e)  (other than if such failure is due to  a  change  in  law
occurring subsequent to the date on which a form originally was required to
be  provided,  or  if such form otherwise is not required under  the  first
sentence  of  subsection (e) above), such Lender shall not be  entitled  to
indemnification under Section 2.13(a) or (c) with respect to Taxes  imposed
by  the  United  States by reason of such failure; provided, however,  that
should a Lender become subject to Taxes because of its failure to deliver a
form required hereunder, each Borrower shall take such steps as such Lender
shall reasonably request to assist such Lender to recover such Taxes.

           (g)  If any Borrower is required to pay any additional amount to
any  Lender  or  to  the Agent or on behalf of any of them  to  any  taxing
authority  pursuant  to  this Section 2.13, such  Lender  shall,  upon  the
written  request  of the Company delivered to such Lender  and  the  Agent,
assign, pursuant to and in accordance with the provisions of Section  9.07,
all  of its rights and obligations under this Agreement and under the Notes
to  an  Eligible Assignee selected by the Company; provided, however,  that
(i)  no  Default shall have occurred and be continuing at the time of  such
request  and at the time of such assignment; (ii) the assignee  shall  have
paid  to  the assigning Lender the aggregate principal amount of,  and  any
interest accrued and unpaid to the date of such assignment on, the Note  or
Notes  of  such Lender; (iii) the Company shall have paid to the  assigning
Lender any and all facility fees and other fees payable to such Lender  and
all  other  accrued  and  unpaid amounts owing to  such  Lender  under  any
provision  of this Agreement (including, but not limited to, any  increased
costs  or  other  additional  amounts owing under  Section  2.10,  and  any
indemnification for Taxes under this Section 2.13) as of the effective date
of such assignment; and (iv) if the assignee selected by the Company is not
an  existing  Lender,  such assignee or the Company  shall  have  paid  the
processing  and  recordation fee required under Section  9.07(a)  for  such
assignment;  provided  further  that the assigning  Lender's  rights  under
Sections 2.10, 2.13 and 9.04, and its obligations under Section 8.05, shall
survive  such  assignment as to matters occurring  prior  to  the  date  of
assignment.

           SECTION  2.14.  Sharing of Payments, Etc.  If any  Lender  shall
obtain any payment (whether voluntary, involuntary, through the exercise of
any  right  of  setoff,  or otherwise) on account of the  Revolving  Credit
Advances  owing  to  it  (other than pursuant  to  Section  2.03,  2.05(b),
2.05(c),  2.10, 2.13 or 9.04(c)) in excess of its ratable share of payments
on  account  of the Revolving Credit Advances obtained by all the  Lenders,
such   Lender  shall  forthwith  purchase  from  the  other  Lenders   such
participations in the Revolving Credit Advances owing to them as  shall  be
necessary  to  cause  such purchasing Lender to share  the  excess  payment
ratably with each of them; provided, however, that if all or any portion of
such  excess  payment is thereafter recovered from such purchasing  Lender,
such  purchase  from each Lender shall be rescinded and such  Lender  shall
repay  to  the purchasing Lender the purchase price to the extent  of  such
recovery  together  with  an amount equal to such  Lender's  ratable  share
(according  to  the proportion of (i) the amount of such Lender's  required
repayment to (ii) the total amount so recovered from the purchasing Lender)
of any interest or other amount paid or payable by the purchasing Lender in
respect  of the total amount so recovered.  Each Borrower agrees  that  any
Lender  so purchasing a participation from another Lender pursuant to  this
Section 2.14 may, to the fullest extent permitted by law, exercise all  its
rights  of  payment (including the right of setoff) with  respect  to  such
participation as fully as if such Lender were the direct creditor  of  such
Borrower in the amount of such participation.

           SECTION  2.15.  Use of Proceeds.  The proceeds of  the  Advances
shall  be  available  (and each Borrower agrees  that  it  shall  use  such
proceeds)  solely  for  working capital and  for  other  general  corporate
purposes  of  such  Borrower  and  its  Subsidiaries,  including,   without
limitation, backstop of commercial paper.

                          ARTICLE III

            CONDITIONS TO EFFECTIVENESS AND LENDING

           SECTION 3.01.  Conditions Precedent to Effectiveness of Sections
2.01  and  2.03.   Sections 2.01 and 2.03 of this  Agreement  shall  become
effective  on and as of the first date (the "Effective Date") on which  the
following conditions precedent have been satisfied:

           (a)   There shall have occurred no Material Adverse Change since
     December 31, 1994.

           (b) There shall exist no action, suit, investigation, litigation
     or proceeding affecting the Company or any of its Subsidiaries pending
     or  to  the  knowledge  of the Company Threatened  before  any  court,
     governmental  agency  or arbitrator that (i) is reasonably  likely  to
     have  a  Material Adverse Effect, other than the matters described  on
     Schedule  3.01(b) hereto (the "Disclosed Litigation") or (ii) purports
     to  affect  the legality, validity or enforceability of this Agreement
     or  any  Note  of the Company or the consummation of the  transactions
     contemplated  hereby, and there shall have been no adverse  change  in
     the  status,  or  financial  effect on  the  Company  or  any  of  its
     Subsidiaries,  of  the  Disclosed Litigation from  that  described  on
     Schedule 3.01(b) hereto.

           (c)  The Company shall have paid all accrued fees and expenses of
     the  Agent and the  Lenders (as agreed to in the letter dated  June  6,
     1995 from the Agent to the Company).

           (d)   On  the Effective Date, the following statements shall  be
     true  and the Agent shall have received a certificate signed by a duly
     authorized  officer of the Company, dated the Effective Date,  stating
     that:

                     (i)   The representations and warranties contained  in
          Section 4.01 are correct on and as of the Effective Date, and

                     (ii)  No  event  has occurred and is  continuing  that
          constitutes a Default.

           (e)   The  Agent shall have received on or before the  Effective
     Date  the  following,  each  dated such day,  in  form  and  substance
     satisfactory to the Agent:

                     (i)  The Revolving Credit Notes of the Company to  the
          order of the Lenders, respectively.

                     (ii)  Certified copies of the resolutions of the Board
          of  Directors  of  the Company approving this Agreement  and  the
          Notes  of  the  Company,  and of all documents  evidencing  other
          necessary  corporate action and governmental approvals,  if  any,
          with respect to this Agreement and such Notes.

                     (iii)       A  certificate  of  the  Secretary  or  an
          Assistant Secretary of the Company certifying the names and  true
          signatures of the officers of the Company authorized to sign this
          Agreement and the Notes of the Company and the other documents to
          be delivered hereunder.

                     (iv)   Authenticated  copies  of  the  Certificate  of
          Incorporation and By-Laws of the Company.

                     (v)   Evidence  of  the termination  of  the  Existing
          Facility  A Credit Agreement and the Existing Facility  B  Credit
          Agreement, and payment of all amounts owing thereunder.

                     (vi)   A  favorable  opinion  of  Victor  P.  Patrick,
          Assistant  General Counsel of the Company, substantially  in  the
          form  of  Exhibit G  hereto and as to such other matters  as  any
          Lender through the Agent may reasonably request.

                     (vii)      A favorable opinion of Shearman & Sterling,
          counsel  for  the Agent, substantially in the form of  Exhibit  I
          hereto.

                     (viii)     Such other approvals, opinions or documents
          as any Lender, through the Agent, may reasonably request.

          SECTION 3.02.   Initial Loan to Each Designated Subsidiary.   The
obligation  of  each Lender to make an initial Advance to  each  Designated
Subsidiary  following any designation of such Designated  Subsidiary  as  a
Borrower  hereunder  pursuant to Section 9.08 is  subject  to  the  Agent's
receipt  on  or  before the date of such Initial Advance  of  each  of  the
following,  in form and substance satisfactory to the Agent and dated  such
date, and (except for the Revolving Credit Notes) in sufficient copies  for
each Lender:

           (a)  The Revolving Credit Notes of such Borrower to the order of
     the Lenders, respectively.

           (b)   Certified  copies  of  the resolutions  of  the  Board  of
     Directors  of  such Borrower (with a certified English translation  if
     the  original thereof is not in English)  approving this Agreement and
     the  Notes  of  such Borrower, and of all documents  evidencing  other
     necessary  corporate action and governmental approvals, if  any,  with
     respect to this Agreement and such Notes.

           (c)  A certificate of the Secretary or an Assistant Secretary of
     such Borrower certifying the names and true signatures of the officers
     of  such  Borrower authorized to sign this Agreement and the Notes  of
     such Borrower and the other documents to be delivered hereunder.

           (d)   A  certificate signed by a duly authorized officer of  the
     Company, dated as of the date of such Initial Advance, certifying that
     such  Borrower  shall have obtained all governmental and  third  party
     authorizations,   consents,  approvals  (including  exchange   control
     approvals) and licenses required under applicable laws and regulations
     necessary for such Borrower to execute and deliver this Agreement  and
     the Notes and to perform its obligations thereunder.

           (e)   The  Designation  Letter  of such  Designated  Subsidiary,
     substantially in the form of Exhibit E hereto.

           (f)    Evidence  of  the  Process  Agent's  acceptance  of   its
     appointment pursuant to Section 9.13(a) as the agent of such Borrower,
     substantially in the form of Exhibit F hereto.

           (g)     A  favorable  opinion  of  counsel  to  such  Designated
     Subsidiary,  dated the date of such Initial Advance, substantially  in
     the form of Exhibit H hereto.

           (h)   Such other approvals, opinions or documents as any Lender,
     through the Agent, may reasonably request.

           SECTION  3.03.   Conditions Precedent to Each  Revolving  Credit
Borrowing.   The  obligation  of each Lender to  make  a  Revolving  Credit
Advance on the occasion of each Revolving Credit Borrowing shall be subject
to the conditions precedent that the Effective Date shall have occurred and
on the date of such Revolving Credit Borrowing (a) the following statements
shall be true (and each of the giving of the applicable Notice of Revolving
Credit  Borrowing  and  the  acceptance by  the  Borrower  requesting  such
Revolving  Credit  Borrowing  of  the proceeds  of  such  Revolving  Credit
Borrowing  shall constitute a representation and warranty by such  Borrower
that on the date of such Borrowing such statements are true):

           (i)  the representations and warranties of the Company contained
     in  Section  4.01 (except the representations set forth  in  the  last
     sentence of subsection (e) thereof and in subsections (f), (h)-(l) and
     (n)  thereof)  are  correct on and as of the date  of  such  Revolving
     Credit  Borrowing,  before and after giving effect to  such  Revolving
     Credit Borrowing and to the application of the proceeds therefrom,  as
     though  made  on and as of such date, and additionally,  (A)  if  such
     Revolving  Credit Borrowing shall have been requested by a  Designated
     Subsidiary,  the  representations and warranties  of  such  Designated
     Subsidiary contained in its Designation Letter are correct on  and  as
     of  the  date  of  such Revolving Credit Borrowing, before  and  after
     giving   effect  to  such  Revolving  Credit  Borrowing  and  to   the
     application  of the proceeds therefrom, as though made on  and  as  of
     such  date,  and  (B)  if such Revolving Credit Borrowing  results  in
     incremental  outstanding Advances or is the initial  Revolving  Credit
     Borrowing  of the Company, the representations set forth in  the  last
     sentence of subsection (e) and in subsections (f), (h)-(l) and (n)  of
     Section  4.01  are  correct on and as of the date  of  such  Revolving
     Credit  Borrowing,  before and after giving effect to  such  Revolving
     Credit Borrowing and to the application of the proceeds therefrom,  as
     though made on and as of such date, and

           (ii)  no  event has occurred and is continuing, or would  result
     from  such Revolving Credit Borrowing or from the application  of  the
     proceeds therefrom, that constitutes a Default;

and  (b)  the  Agent shall have received such other approvals, opinions  or
documents as any Lender through the Agent may reasonably request.

           SECTION  3.04.   Conditions Precedent to  Each  Competitive  Bid
Borrowing.  The obligation of each Lender that is to make a Competitive Bid
Advance  on  the  occasion  of a Competitive Bid  Borrowing  to  make  such
Competitive  Bid  Advance  as  part of such Competitive  Bid  Borrowing  is
subject  to the conditions precedent that (i) the Agent shall have received
the  written confirmatory Notice of Competitive Bid Borrowing with  respect
thereto, (ii) on or before the date of such Competitive Bid Borrowing,  but
prior  to  such Competitive Bid Borrowing, the Agent shall have received  a
Competitive  Bid Note payable to the order of such Lender and substantially
in  the  form of Exhibit A-2 hereto for each of the one or more Competitive
Bid  Advances  to  be made by such Lender as part of such  Competitive  Bid
Borrowing,  in  a  principal amount equal to the principal  amount  of  the
Competitive Bid Advance to be evidenced thereby and otherwise on such terms
as  were  agreed  to  for such Competitive Bid Advance in  accordance  with
Section  2.03, and (iii) on the date of such Competitive Bid Borrowing  the
following  statements  shall  be  true (and  each  of  the  giving  of  the
applicable  Notice of Competitive Bid Borrowing and the acceptance  by  the
Borrower requesting such Competitive Bid Borrowing of the proceeds of  such
Competitive Bid Borrowing shall constitute a representation and warranty by
such  Borrower  that  on the date of such Competitive  Bid  Borrowing  such
statements are true):

           (a)  the representations and warranties of the Company contained
     in  Section  4.01 (except the representations set forth  in  the  last
     sentence of subsection (e) thereof and in subsections (f), (h)-(l) and
     (n) thereof) are correct on and as of the date of such Competitive Bid
     Borrowing,  before  and after giving effect to  such  Competitive  Bid
     Borrowing and to the application of the proceeds therefrom, as  though
     made  on  and as of such date, and, if such Competitive Bid  Borrowing
     shall   have   been   requested  by  a  Designated   Subsidiary,   the
     representations and warranties of such Designated Subsidiary contained
     in  its  Designation Letter are correct on and as of the date of  such
     Competitive  Bid  Borrowing, before and after giving  effect  to  such
     Competitive  Bid  Borrowing  and to the application  of  the  proceeds
     therefrom, as though made on and as of such date,

           (b)   no  event has occurred and is continuing, or would  result
     from  such  Competitive Bid Borrowing or from the application  of  the
     proceeds therefrom, that constitutes a Default, and

           (c)   no event has occurred and no circumstance exists as a result
     of  which  the  information concerning such  Borrower  that  has  been
     provided  to the Agent and each Lender by such Borrower in  connection
     herewith would include an untrue statement of a material fact or  omit
     to  state any material fact necessary to make the statements contained
     therein, in the light of the circumstances under which they were made,
     not misleading,

and  (iv)  the Agent shall have received such other approvals, opinions  or
documents as any Lender through the Agent may reasonably request.

           SECTION  3.05.  Determinations Under Section 3.01.  For purposes
of  determining compliance with the conditions specified in  Section  3.01,
each  Lender shall be deemed to have consented to, approved or accepted  or
to  be satisfied with each document or other matter required thereunder  to
be consented to or approved by or acceptable or satisfactory to the Lenders
unless   an   officer  of  the  Agent  responsible  for  the   transactions
contemplated by this Agreement shall have received notice from such  Lender
prior to the date that the Company, by notice to the Lenders, designates as
the  proposed Effective Date, specifying its objection thereto.  The  Agent
shall promptly notify the Lenders of the occurrence of the Effective Date.

                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES

           SECTION  4.01.  Representations and Warranties of the  Borrower.
The Company represents and warrants as follows:

           (a)   The  Company  is  a  corporation duly  organized,  validly
     existing and in good standing under the laws of the State of Delaware.

           (b)   The execution, delivery and performance by the Company  of
     this  Agreement and the Notes of the Company, and the consummation  of
     the   transactions  contemplated  hereby,  are  within  the  Company's
     corporate powers, have been duly authorized by all necessary corporate
     action, and do not and will not cause or constitute a violation of any
     provision of law or regulation or any provision of the Certificate  of
     Incorporation or By-Laws of the Company or result in the breach of, or
     constitute  a default or require any consent under, or result  in  the
     creation  of  any  lien,  charge  or  encumbrance  upon  any  of   the
     properties,  revenues,  or  assets of the  Company  pursuant  to,  any
     indenture or other agreement or instrument to which the Company  is  a
     party  or  by  which  the  Company or its property  may  be  bound  or
     affected.

           (c)  No authorization, consent, approval (including any exchange
     control  approval), license or other action by, and no  notice  to  or
     filing    or    registration   with,   any   governmental   authority,
     administrative agency or regulatory body or any other third  party  is
     required  for  the  due  execution, delivery and  performance  by  the
     Company of this Agreement or the Notes of the Company.

           (d)   This  Agreement  has been, and  each  of  the  Notes  when
     delivered hereunder will have been, duly executed and delivered by the
     Company.  This Agreement is, and each of the Notes of the Company when
     delivered  hereunder will be, the legal, valid and binding  obligation
     of  the  Company  enforceable against the Company in  accordance  with
     their respective terms, except to the extent that such enforcement may
     be limited by applicable bankruptcy, insolvency and other similar laws
     affecting creditors' rights generally.

           (e)   The  Consolidated balance sheet of  the  Company  and  its
     Consolidated  Subsidiaries as at December 31, 1994,  and  the  related
     Consolidated  statements of income and cash flows of the  Company  and
     its Consolidated Subsidiaries for the fiscal year then ended (together
     with  the  notes  to the financial statements of the Company  and  its
     Consolidated  Subsidiaries  and the Consolidated  statements  of  cash
     flows  of  the Company and its Consolidated Subsidiaries), accompanied
     by   an  opinion  of  one  or  more  nationally  recognized  firms  of
     independent public accountants, copies of which have been furnished to
     each  Lender, are materially complete and correct, and fairly  present
     the   Consolidated  financial  condition  of  the  Company   and   its
     Consolidated Subsidiaries as at such date and the Consolidated results
     of the operations of the Company and its Consolidated Subsidiaries for
     the   period  ended  on  such  date,  all  in  accordance  with   GAAP
     consistently applied, except as otherwise noted therein;  the  Company
     and  its  Consolidated  Subsidiaries do not  have  on  such  date  any
     material  contingent  liabilities,  liabilities  for  taxes,   unusual
     forward  or long-term commitments or unrealized or anticipated  losses
     from  any  unfavorable commitments, except as referred to or reflected
     or  provided for in such balance sheet or the notes thereto as at such
     date.   Since  December 31, 1994, there has been no  Material  Adverse
     Change.

           (f)   There  is  no action, suit, investigation,  litigation  or
     proceeding,  including, without limitation, any Environmental  Action,
     pending  or  to the knowledge of the Company Threatened affecting  the
     Company  or  any  of  its Subsidiaries before any court,  governmental
     agency  or arbitrator that (i) is reasonably likely to have a Material
     Adverse Effect (other than the Disclosed Litigation), or (ii) purports
     to  affect  the legality, validity or enforceability of this Agreement
     or  any  Note  or  the  consummation of the transactions  contemplated
     hereby,  and  there  has  been no adverse change  in  the  status,  or
     financial  effect  on the Company or any of its Subsidiaries,  of  the
     Disclosed Litigation from that described on Schedule 3.01(b) hereto.

           (g)   The  Company is not engaged in the business  of  extending
     credit  for the purpose of purchasing or carrying margin stock (within
     the  meaning of Regulation U issued by the Board of Governors  of  the
     Federal  Reserve System), and no proceeds of any Advance will be  used
     to  purchase or carry any margin stock or to extend credit  to  others
     for the purpose of purchasing or carrying any margin stock.

           (h)   The Company and each wholly-owned direct Subsidiary of the
     Company have, in the aggregate, met their minimum funding requirements
     under  ERISA with respect to their Plans in all material respects  and
     have  not incurred any material liability to the PBGC, other than  for
     the payment of premiums, in connection with such Plans.

           (i)   No  ERISA Event has occurred or is reasonably expected  to
     occur  with   respect  to  any  Plan  of the Company  or  any  of  its
     ERISA Affiliates that has resulted  in  or  is  reasonably  likely  to 
     result  in  a  material  liability  of the Company or any of its ERISA
     Affiliates.

           (j)   The Schedules B (Actuarial Information) to the 1993 annual
     reports (Form 5500 Series) with respect to each Plan of the Company or
     any of  its ERISA Affiliates, copies of which have been filed with the
     Internal Revenue  Service  (and  which will be furnished to  any  Bank
     through  the  Administrative  Agent  upon  the  request  of  such Bank
     through   the Administrative  Agent to the Company), are complete  and
     accurate in  all material  respects and fairly present in all material
     respects the  funding status of such Plans at such date, and since the
     date of each such Schedule B there has been no material adverse change
     in funding status.

           (k)   Neither  the Company nor any of its ERISA  Affiliates  has
     incurred or reasonably expects to  incur any Withdrawal  Liability  to
     any  Multiemployer  Plan in  an annual  amount  exceeding  6%  of  Net 
     Tangible Assets of the Company and its Consolidated Subsidiaries.

           (l) Neither the Company nor any of its ERISA Affiliates has been
     notified  by  the  sponsor  of   a   Multiemployer   Plan  that   such
     Multiemployer  Plan   is  in   reorganization  or has been terminated,
     within the meaning  of Title IV of ERISA.  No  such Multiemployer Plan
     is reasonably expected to be in  reorganization  or to  be terminated,
     within the meaning of Title  IV  of  ERISA,  in  a  reorganization  or
     termination  which  might  reasonably  be  expected  to  result  in  a 
     liability of the Company in an amount in excess  of $5,000,000.

           (m) The Company is not, and immediately after the application by
     the  Company  of  the  proceeds  of  each  Loan  will  not  be, (a) an 
     "investment company" within the meaning of the Investment Company  Act
     of 1940, as amended,  or  (b)  a  "holding company" within the meaning
     of  the  Public Utility Holding Company Act of 1935, as amended.

           (n)  To the best of the Company's knowledge, the operations  and
     properties of the Company and its Subsidiaries taken as a whole comply
     in  all  material respects with all Environmental Laws, all  necessary
     Environmental Permits have been applied for or have been obtained  and
     are in effect for the operations and properties of the Company and its
     Subsidiaries and the Company and its Subsidiaries are in compliance in
     all  material  respects with all such Environmental Permits.   To  the
     best  of the Company's knowledge no circumstances exist that would  be
     reasonably likely to form the basis of an Environmental Action against
     the Company or any of its Subsidiaries or any of their properties that
     could have a Material Adverse Effect.

                           ARTICLE V

                   COVENANTS OF THE BORROWER

           SECTION  5.01.  Affirmative Covenants.  So long as  any  Advance
shall remain unpaid or any Lender shall have any Commitment hereunder,  the
Company will:

           (a)    Compliance  with  Laws,  Etc.   Comply,  and  cause  each
     Designated  Subsidiary  to  comply with all  applicable  laws,  rules,
     regulations   and   orders,  such  compliance  to   include,   without
     limitation,  compliance with ERISA and Environmental Laws as  provided
     in  Section 5.01(j), if failure to comply with such requirements would
     have a Material Adverse Effect.

           (b)   Payment of Taxes, Etc.  Pay and discharge, and cause  each
     Designated Subsidiary to pay and discharge, all taxes, assessments and
     governmental  charges or levies imposed upon it or on  its  income  or
     profits  or upon any of its property; provided, however, that  neither
     the  Company nor any of its Subsidiaries shall be required to  pay  or
     discharge  any  such tax, assessment, charge or claim  that  is  being
     contested  in  good faith and by proper proceedings and  as  to  which
     appropriate reserves are being maintained.

           (c)    Maintenance  of  Insurance.   Maintain,  and  cause  each
     Designated  Subsidiary  to maintain, insurance  with  responsible  and
     reputable  insurance  companies or associations in  such  amounts  and
     covering  such  risks  as is usually carried by companies  engaged  in
     similar  businesses and owning similar properties in the same  general
     areas in which the Company or such Subsidiary operates.

           (d)   Preservation  of Corporate Existence, Etc.   Preserve  and
     maintain,  and  cause  each  Designated  Subsidiary  to  preserve  and
     maintain, its corporate existence and all its material rights (charter
     and  statutory) privileges and franchises; provided, however, that the
     Company  and  each  Designated Subsidiary may consummate  any  merger,
     consolidation or sale of assets permitted under Section 5.02(b).

           (e)  Visitation Rights.  At any reasonable time and from time to
     time,  permit  the  Agent  or any of the  Lenders  or  any  agents  or
     representatives thereof, to examine and make copies of  and  abstracts
     from the records and books of account of, and visit the properties of,
     the Company and any Designated Subsidiary, and to discuss the affairs,
     finances  and  accounts  of the Company and any Designated  Subsidiary
     with  any  of  their officers or directors and with their  independent
     certified public accountants.

            (f)   Keeping  of  Books.   Keep,  and  cause  each  Designated
     Subsidiary to keep, proper books of record and account, in which  full
     and  correct  entries shall be made of all financial transactions  and
     the  assets and business of the Company and each Designated Subsidiary
     in  accordance with generally accepted accounting principles in effect
     from time to time.

           (g)  Maintenance of Properties, Etc.  Maintain and preserve, and
     cause each Designated Subsidiary to maintain and preserve, all of  its
     properties  that are used or useful in the conduct of its business  in
     good  working  order and condition, ordinary wear and  tear  excepted;
     provided,  however, that neither the Company nor any of its Designated
     Subsidiaries shall be required to maintain or preserve any property if
     the  failure to maintain or preserve such property shall  not  have  a
     Material Adverse Effect.

           (h)   Reporting Requirements.  Furnish to the Agent (with a copy
     for  each Lender) and the Agent shall promptly forward the same to the
     Lenders:

                     (i)   as soon as available and in any event within  60
          days  after the end of each of the first three quarters  of  each
          fiscal  year of the Company, a Consolidated balance sheet of  the
          Company  and its Consolidated Subsidiaries as of the end of  such
          quarter and a Consolidated statement of income and cash flows  of
          the  Company  and its Consolidated Subsidiaries  for  the  period
          commencing at the end of the previous fiscal year and ending with
          the  end  of  such  quarter,  setting  forth  in  each  case   in
          comparative   form   the  corresponding   figures   as   of   the
          corresponding  date  and  for  the corresponding  period  of  the
          preceding fiscal year, all in reasonable detail and certified  by
          the  principal  financial officer, principal accounting  officer,
          the Vice-President and Treasurer or an Assistant Treasurer of the
          Company,  subject,  however,  to year-end  auditing  adjustments,
          which certificate shall include a statement that such officer has
          no  knowledge,  except as specifically stated, of any  condition,
          event   or  act  which  constitutes  a  Default.   Simultaneously
          therewith, the Company shall furnish a calculation, in reasonable
          detail,   as  at  the  end  of  the  respective  fiscal  quarter,
          demonstrating compliance with Section 5.02(c);

                     (ii) as soon as available and in any event within  120
          days  after  the  end  of  each fiscal year  of  the  Company,  a
          Consolidated  balance sheet of the Company and  its  Consolidated
          Subsidiaries  as of the end of such fiscal year and  the  related
          Consolidated statements of income and cash flows of  the  Company
          and  its  Consolidated Subsidiaries for such fiscal year  setting
          forth  in each case in comparative form the corresponding figures
          as  of  the  close of and for the preceding fiscal year,  all  in
          reasonable  detail and accompanied by an opinion  of  independent
          public accountants of nationally recognized standing, as to  said
          financial statements and a certificate of the principal financial
          officer,  principal  accounting officer, the  Vice-President  and
          Treasurer  or an Assistant Treasurer of the Company stating  that
          such officer has no knowledge, except as specifically stated,  of
          any   condition,  event  or  act  which  constitutes  a  Default.
          Simultaneously   therewith,   the   Company   shall   furnish   a
          calculation,  in reasonable detail, as at the end  of  each  such
          fiscal year, demonstrating compliance with Section 5.02(c);

                     (iii)     copies of the Forms 8-K and 10-K reports (or
          similar  reports) which the Company is required to file with  the
          Securities  and  Exchange  Commission of  the  United  States  of
          America, promptly after the filing thereof;

                     (iv)  copies of each annual report, quarterly  report,
          special report or proxy statement mailed to substantially all  of
          the  stockholders  of  the Company, promptly  after  the  mailing
          thereof to the stockholders;

                     (v)  immediate notice of the occurrence of any Default
          of  which  the principal financial officer, principal  accounting
          officer,   the  Vice-President  and  Treasurer  or  an  Assistant
          Treasurer of the Company shall have knowledge;

                     (vi)  as soon as available and in any event within  15
          days  after the Company or any of its ERISA Affiliates  knows  or
          has reason to know that any ERISA Event has occurred, a statement
          of  a  senior  officer  of  the Company with  responsibility  for
          compliance  with the requirements of ERISA describing such  ERISA
          Event  and  the action, if any, which the Company or  such  ERISA
          Affiliate proposes to take with respect thereto;

                     (vii)     at the request of any Lender, promptly after
          the  filing thereof with the Internal Revenue Service, copies  of
          Schedule  B  (Actuarial Information) to each annual report  (Form
          5500  series) filed by the Company or any of its ERISA Affiliates
          with respect to each Plan;
 
                     (viii)   promptly after receipt thereof by the Company
          or  any  of its ERISA Affiliates, copies of each notice from  the
          PBGC  stating its intention to terminate any Plan or  to  have  a
          trustee appointed to administer any Plan;

                     (ix) promptly after such request, such other documents
          and information relating to any Plan as any Lender may reasonably
          request from time to time;

                     (x)   promptly  and in any event within five  Business
          Days  after  receipt thereof by the Company or any of  its  ERISA
          Affiliates  from the sponsor of a Multiemployer Plan,  copies  of
          each  notice  concerning  (A) (x) the  imposition  of  Withdrawal
          Liability  in an amount in excess of $5,000,000 with  respect  to
          any one Multiemployer Plan or in an aggregate amount in excess of
          $25,000,000  with respect to all such Multiemployer Plans  within
          any  one  calendar year or (y) the reorganization or termination,
          within  the  meaning of Title IV of ERISA, of  any  Multiemployer
          Plan  that has resulted or might reasonably be expected to result
          in  Withdrawal Liability in an amount in excess of $5,000,000  or
          of  all  such  Multiemployer Plans that  has  resulted  or  might
          reasonably  be expected to result in Withdrawal Liability  in  an
          aggregate amount in excess of $25,000,000 within any one calendar
          year  and  (B) the amount of liability incurred, or that  may  be
          incurred,  by  the  Company or any of  its  ERISA  Affiliates  in
          connection with any event described in such subclause (x) or (y);

                    (xi)    promptly after the commencement thereof, notice of
          all actions and proceedings before any court, governmental agency
          or arbitrator affecting the Borrower or any Designated Subsidiary
          of the type described in Section 4.01(f); and

                     (xii)  from  time to time such further information
          respecting the financial condition and operations of the  Company
          and  its  Subsidiaries  as  any Lender  may  from  time  to  time
          reasonably request.

           (i)   Authorizations.   Obtain,  and  cause  each   Designated
     Subsidiary  to  obtain,   at  any time  and  from  time  to  time  all
     authorizations,  licenses, consents or approvals  (including  exchange
     control approvals) as shall now or hereafter be necessary or desirable
     under applicable law or regulations in connection with its making  and
     performance  of  this Agreement and, upon the request of  any  Lender,
     promptly furnish to such Lender copies thereof.

           (j)   Compliance with Environmental Laws.  Comply, and cause each
     of  its  Subsidiaries and all lessees and other Persons  operating  or
     occupying its properties to comply, in all material respects, with all
     applicable  Environmental Laws and Environmental Permits;  obtain  and
     renew  and  cause  each of its Subsidiaries to obtain  and  renew  all
     Environmental Permits necessary for its operations and properties; and
     conduct,   and  cause  each  of  its  Subsidiaries  to  conduct,   any
     investigation, study, sampling and testing, and undertake any cleanup,
     removal, remedial or other action necessary to remove and clean up all
     Hazardous Materials from any of its properties, in accordance with the
     requirements  of  all  Environmental  Laws;  provided,  however,  that
     neither  the Company nor any of its Subsidiaries shall be required  to
     undertake any such cleanup, removal, remedial or other action  to  the
     extent  that its obligation to do so is being contested in good  faith
     and   by  proper  proceedings  and  appropriate  reserves  are   being
     maintained with respect to such circumstances.

           (k)   Change  of Control.  If a Change of Control  shall  occur,
     within  ten  calendar days after the occurrence thereof,  provide  the
     Agent with notice thereof, describing therein in reasonable detail the
     facts and circumstances giving rise to such Change in Control.

           SECTION 5.02.  Negative Covenants.  So long as any Advance shall
remain  unpaid  or  any  Lender shall have any  Commitment  hereunder,  the
Company will not:

           (a)   Liens, Etc.  Issue, assume or guarantee, or permit any  of
     its  Subsidiaries  owning  Restricted Property  to  issue,  assume  or
     guarantee,  any  Debt  secured by Liens on  or  with  respect  to  any
     Restricted Property without effectively providing that its obligations
     to  the  Lenders  under this Agreement and any of the Notes  shall  be
     secured equally and ratably with such Debt so long as such Debt  shall
     be so secured, except that the foregoing shall not apply to:

                     (i)  Liens affecting property of the Company or any of
          its  Subsidiaries existing on the Effective Date in effect as  of
          the  date  hereof or of any corporation existing at the  time  it
          becomes  a Subsidiary of the Company or at the time it is  merged
          into  or  consolidated with the Company or a  Subsidiary  of  the
          Company;

                     (ii)   Liens  on  property  of  the  Company  or   its
          Subsidiaries  existing  at  the time of  acquisition  thereof  or
          incurred  to  secure the payment of all or part of  the  purchase
          price thereof or to secure Debt incurred prior to, at the time of
          or  within 24 months after acquisition thereof for the purpose of
          financing all or part of the purchase price thereof;

                     (iii)      Liens  on property of the  Company  or  its
          Subsidiaries (in the case of property that is, in the opinion  of
          the  Board  of Directors of the Company, substantially unimproved
          for the use intended by the Company) to secure all or part of the
          cost  of  improvement  thereof, or to  secure  Debt  incurred  to
          provide funds for any such purpose;

                    (iv) Liens which secure only Debt owing by a Subsidiary
          of  the  Company to the Company or to another Subsidiary  of  the
          Company;

                    (v)    Liens in favor of the United States of  America,
          any  State,  any  foreign  country, or  any  department,  agency,
          instrumentality,   or   political  subdivisions   of   any   such
          jurisdiction,  to  secure  partial, progress,  advance  or  other
          payments  pursuant to any contract or statute or  to  secure  any
          Debt incurred for the purpose of financing all or any part of the
          purchase  price or cost of constructing or improving the property
          subject  thereto, including, without limitation, Liens to  secure
          Debt of the pollution control or industrial revenue bond type; or

                    (vi)    any  extension,  renewal  or  replacement   (or
          successive extensions, renewals or replacements), in whole or  in
          part, of any Lien referred to in the foregoing clauses (i) to (v)
          inclusive  of  any  Debt  secured  thereby,  provided  that   the
          principal  amount of Debt secured thereby shall  not  exceed  the
          principal  amount  of  Debt  so  secured  at  the  time  of  such
          extension,  renewal  or  replacement, and  that  such  extension,
          renewal  or replacement Lien shall be limited to all or  part  of
          the property which secured the Lien extended, renewed or replaced
          (plus improvements on such property);

     provided,  however, that, the Company and any one or more Subsidiaries
     owning Restricted Property may issue, assume or guarantee Debt secured
     by   Liens   which  would  otherwise  be  subject  to  the   foregoing
     restrictions in an aggregate principal amount which, together with the
     aggregate  outstanding  principal amount of  all  other  Debt  of  the
     Company  and  its Subsidiaries owning Restricted Property  that  would
     otherwise be subject to the foregoing restrictions (not including Debt
     permitted to be secured under clause (i) through (vi) above)  and  the
     aggregate value of the Sale and Leaseback Transactions in existence at
     such  time,  does not at any one time exceed 10% of the  Net  Tangible
     Assets  of the Company and its Consolidated Subsidiaries; and provided
     further  that  the following type of transaction, among others,  shall
     not  be deemed to create Debt secured by Liens: Liens required by  any
     contract  or  statute in order to permit the Company  or  any  of  its
     Subsidiaries to perform any contract or subcontract made by it with or
     at the request of the United States of America, any foreign country or
     any  department,  agency or instrumentality of any  of  the  foregoing
     jurisdictions.

          (b)  Mergers, Etc.  Merge or consolidate with or into, or convey,
     transfer, lease or otherwise dispose of (whether in one transaction or
     in  a  series of transactions) all or substantially all of its  assets
     (whether  now  owned or hereafter acquired) to, any Person;  provided,
     however,  that  the Company may merge or consolidate  with  any  other
     Person so long as the Company is the surviving corporation and so long
     as  no  Default shall have occurred and be continuing at the  time  of
     such proposed transaction or would result therefrom.

           (c)   Interest  Coverage.  At any time,  permit  the  ratio  of:
     (i)  aggregate  Income From Operations (excluding the amortization  of
     goodwill  and  intangible assets and including income from  securities
     purchased to invest the Company's cash position and cash distributions
     from  any  Person whose results have been accounted for by the  equity
     method)   for  the  four  most  recent  fiscal  quarters   for   which
     Consolidated  statements  of income have been  delivered  pursuant  to
     clauses (i) or (ii) of Section 5.01(h) to (ii) aggregate Interest  and
     Other  Financial Charges (including the amortization of debt  discount
     and  excluding interest for tax audit assessments) for such four  most
     recent  fiscal quarters to be less than 2 to 1.  For purposes  hereof,
     the  terms  "Income From Operations" and "Interest and Other Financial
     Charges"  shall  be  determined for the Company and  its  Consolidated
     Subsidiaries in accordance with GAAP as provided for in Section 1.03.

          (d)  Indebtedness of Domestic Subsidiaries.  Permit the amount of
     Debt  incurred  by  its Domestic Subsidiaries to exceed  $500,000,000;
     provided  however,  that  the  following  shall  not  be  included  in
     determining  compliance with the covenant contained in  the  preceding
     sentence:

                    (i)  Debt of a Domestic Subsidiary  of the Company owed
          to the Company or another Subsidiary of the Company;

                    (ii) Debt existing on the Effective Date (the "Existing
           Debt"),  and any Debt extending the maturity of, or renewing  or
          replacing  (or  successive extensions, renewals or replacements),
          in whole or in part, such Debt; and

                    (iii)   Debt  incurred  by a Domestic Subsidiary of the
          Company  prior to the date it became a Subsidiary of the  Company
          (and   any  extension,  renewal  or  replacement  (or  successive
          extensions,  renewals  or  replacements)  in  whole  of  in  part
          thereof).

                           ARTICLE VI

                       EVENTS OF DEFAULT

          SECTION 6.01.  Events of Default.  If any of the following events
("Events of Default") shall occur and be continuing:

           (a)   Any Borrower shall fail to pay:  (i) any principal of  any
     Advance when the same becomes due and payable; (ii) any facility  fees
     or  any  interest on any Advance payable under this Agreement  or  any
     Note  within  three  Business Days after  the  same  becomes  due  and
     payable;  or (iii) any other fees or other amounts payable under  this
     Agreement or the Notes within 30 days after the same becomes  due  and
     payable  other than those fees and amounts the liabilities  for  which
     are being contested in good faith by such Borrower and which have been
     placed in Escrow by such Borrower; or

           (b)  Any representation or warranty made (or deemed made) by any
     Borrower (or any of its officers) in connection with this Agreement or
     by  any  Designated Subsidiary in the Designation Letter  pursuant  to
     which  such  Designated Subsidiary became a Borrower  hereunder  shall
     prove  to  have been incorrect in any material respect when  made  (or
     deemed made); or

           (c)  The Company shall repudiate its obligations under, or shall
     default in the due performance or observance of, any term, covenant or
     agreement contained in Article VII of this Agreement; or

           (d)  (i)  The Company shall fail to perform or observe any other
     term,  covenant or agreement contained in Section 5.02(a) or  (c)  and
     such failure shall remain unremedied for a period of 30 days after any
     Lender  shall  have given notice thereof to the Company  (through  the
     Agent),  or  (ii)  the  Company or any other Borrower  shall  fail  to
     perform  or to observe any other term, covenant or agreement contained
     in  this  Agreement on its part to be performed or observed  and  such
     failure  shall  remain unremedied for a period of 30  days  after  any
     Lender shall have given notice thereof to the relevant Borrower or, in
     the  case of the Company, any of the principal financial officer,  the
     principal accounting officer, the Vice-President and Treasurer  or  an
     Assistant  Treasurer  of the Company, and in the  case  of  any  other
     Borrower,  a responsible officer of such Borrower, first has knowledge
     of such failure; or

           (e)   (i)   The Company or any of its Consolidated or Designated
     Subsidiaries shall fail to pay any principal of or premium or interest
     on  any  Debt (other than Debt owed to the Company or its Subsidiaries
     or  Affiliates) that is outstanding in a principal amount of at  least
     $25,000,000   in   the  aggregate  (but  excluding  Debt   outstanding
     hereunder)  of  the Company or such Subsidiary (as the case  may  be),
     when  the same becomes due and payable (whether by scheduled maturity,
     required  prepayment,  acceleration, demand or  otherwise),  and  such
     failure  shall  continue after the applicable grace  period,  if  any,
     specified  in  the agreement or instrument relating to such  Debt,  or
     (ii)  any  other event shall occur or condition shall exist under  any
     agreement  or instrument relating to any such Debt and shall  continue
     after the applicable grace period, if any, specified in such agreement
     or  instrument,  if  the  effect of such  event  or  condition  is  to
     accelerate,  or  to permit the acceleration of, the maturity  of  such
     Debt,  or (iii) any such Debt shall be declared to be due and payable,
     or  required  to  be prepaid or redeemed (other than  by  a  regularly
     scheduled  required prepayment or redemption), purchased or  defeased,
     or  an offer to prepay, redeem, purchase or defease such Debt shall be
     required  to  be  made,  in each case prior  to  the  stated  maturity
     thereof;  provided,  however,  that,  for  purposes  of  this  Section
     6.0l(e), in the case of (x) Debt of any Person (other than the Company
     or  one  of  its  Consolidated Subsidiaries)  which  the  Company  has
     guaranteed and (y) Debt of Persons (other than the Company or  one  of
     its  Consolidated Subsidiaries) the payment of which is secured  by  a
     Lien on property of the Company or such Subsidiary, such Debt shall be
     deemed to have not been paid when due or to have been declared  to  be
     due  and payable only when the Company or such Subsidiary, as the case
     may be, shall have failed to pay when due any amount which it shall be
     obligated to pay with respect to such Debt; provided further, however,
     that  any  event or occurrence described in this subsection (e)  shall
     not be an Event of Default if (A) such event or occurrence relates  to
     the Debt of any Subsidiary of the Company located in China, India, the
     Commonwealth  of  Independent  States  or  Turkey  (collectively,  the
     "Exempt  Countries"), (B) such Debt is not guaranteed or supported  in
     any legally enforceable manner by any Borrower or by any Subsidiary or
     Affiliate  of  the Company located outside the Exempt  Countries,  (C)
     such  event or occurrence is due to the direct or indirect  action  of
     any  government entity or agency in any Exempt Country and (D)  as  of
     the  last day of the calendar quarter immediately preceding such event
     or  occurrence,  the book value of the assets of such Subsidiary  does
     not  exceed $80,000,000 and the aggregate book value of the assets  of
     all  Subsidiaries of the Company located in Exempt Countries the  Debt
     of  which would cause an Event of Default to occur but for the  effect
     of this proviso does not exceed $300,000,000; or

           (f)   The  Company  or  any  of its Designated  or  Consolidated
     Subsidiaries  shall generally not pay its debts as such  debts  become
     due,  or  shall  admit  in  writing its inability  to  pay  its  debts
     generally,  or  shall make a general assignment  for  the  benefit  of
     creditors;  or  any proceeding shall be instituted by or  against  the
     Company  or any such Subsidiaries seeking to adjudicate it a  bankrupt
     or  insolvent,  or  seeking liquidation, winding  up,  reorganization,
     arrangement, adjustment, protection, relief, or composition of  it  or
     its  debts  under  any  law  relating  to  bankruptcy,  insolvency  or
     reorganization or relief of debtors, or seeking the entry of an  order
     for  relief  or the appointment of a receiver, trustee,  custodian  or
     other  similar  official  for it or for any substantial  part  of  its
     property and, in the case of any such proceeding instituted against it
     (but  not  instituted  by  it), either such  proceeding  shall  remain
     undismissed or unstayed for a period of 30 days, or any of the actions
     sought in such proceeding (including, without limitation, the entry of
     an  order  for  relief  against, or the  appointment  of  a  receiver,
     trustee,  custodian  or other similar official  for,  it  or  for  any
     substantial part of its property) shall occur; or the Company  or  any
     such Subsidiaries shall take any corporate action to authorize any  of
     the actions set forth above in this subsection (f); provided, however,
     that  any  event or occurrence described in this subsection (f)  shall
     not be an Event of Default if (A) such event or occurrence relates  to
     any  Subsidiary of the Company located in an Exempt Country,  (B)  the
     Debt  of such Subsidiary is not guaranteed or supported in any legally
     enforceable  manner by any Borrower or by any Subsidiary or  Affiliate
     of the Company located outside the Exempt Countries, (C) such event or
     occurrence  is due to the direct or indirect action of any  government
     entity  or agency in any Exempt Country and (D) as of the last day  of
     the  calendar quarter immediately preceding such event or  occurrence,
     the  book  value of the assets of such Subsidiary does not exceed  $80
     million and the aggregate book value of the assets of all Subsidiaries
     of  the Company located in Exempt Countries with respect to which  the
     happening  of  the events or occurrences described in this  subsection
     (f)  would  cause an Event of Default to occur but for the  effect  of
     this proviso does not exceed $300,000,000; or

           (g)  Any judgment or order for the payment of money in excess of
     $25,000,000  shall  be  rendered against the Company  or  any  of  its
     Subsidiaries and enforcement proceedings shall have been commenced  by
     any creditor upon such judgment or order and there shall be any period
     of  10  consecutive  days during which a stay of enforcement  of  such
     judgment  or order, by reason of a pending appeal or otherwise,  shall
     not  be in effect; provided, however, that any such judgment or  order
     shall  not  be an Event of Default under this Section 6.01(g)  if  (A)
     such  judgment  or  order is rendered against any  Subsidiary  of  the
     Company  located in an Exempt Country, (B) the Debt of such Subsidiary
     is  not  guaranteed or supported in any legally enforceable manner  by
     any  Borrower or by any Subsidiary or Affiliate of the Company located
     outside the Exempt Countries, (C) such judgment or order is due to the
     direct  or indirect action of any government entity or agency  in  any
     Exempt  Country  and  (D) as of the last day of the  calendar  quarter
     immediately  preceding the tenth consecutive day of  the  stay  period
     referred  to  above, the book value of the assets of  such  Subsidiary
     does not exceed $80,000,000 and the aggregate book value of the assets
     of  all  Subsidiaries of the Company located in Exempt  Countries  the
     judgments and orders against which would cause an Event of Default  to
     occur but for the effect of this proviso does not exceed $300,000,000;
     or

           (h) Any non-monetary judgment or order shall be rendered against
     the  Company or any of its Subsidiaries that is reasonably  likely  to
     have a Material Adverse Effect, and enforcement proceedings shall have
     been  commenced  by any Person upon such judgment or order  and  there
     shall  be  any period of 10 consecutive days during which  a  stay  of
     enforcement  of such judgment or order, by reason of a pending  appeal
     or otherwise, shall not be in effect; or

           (i)   Any license, consent, authorization or approval (including
     exchange  control approvals) now or hereafter necessary to enable  the
     Company  or  any Designated Subsidiary to comply with its  obligations
     herein or under the Notes of such Borrower shall be modified, revoked,
     withdrawn, withheld or suspended; or

           (j)   (i) Any ERISA Event shall have occurred with respect to  a
     Plan  of  any  Borrower  or any of its ERISA Affiliates  and  the  sum
     (determined as of the date of occurrence of such ERISA Event)  of  the
     Insufficiency of such Plan and the Insufficiency of any and all  other
     Plans  of  the  Borrowers and their ERISA Affiliates with  respect  to
     which  an  ERISA  Event shall have occurred and  then  exist  (or  the
     liability of the Borrowers and their ERISA Affiliates related to  such
     ERISA  Event) exceeds $25,000,000; or (ii) any Borrower or any of  its
     ERISA Affiliates shall be in default, as defined in Section 4219(c)(5)
     of  ERISA, with respect to any payment of Withdrawal Liability and the
     sum  of  the outstanding balance of such Withdrawal Liability and  the
     outstanding  balance  of  any  other  Withdrawal  Liability  that  any
     Borrower or any of its ERISA Affiliates has incurred exceeds 6% of Net
     Tangible  Assets of the Company and its Consolidated Subsidiaries;  or
     (iii)  any  Borrower or any of its ERISA Affiliates  shall  have  been
     notified  by  the sponsor of a Multiemployer Plan of such Borrower  or
     any  of  its  ERISA  Affiliates that such  Multiemployer  Plan  is  in
     reorganization or is being terminated, within the meaning of Title  IV
     of  ERISA,  and as a result of such reorganization or termination  the
     aggregate  annual  contributions of  the  Borrowers  and  their  ERISA
     Affiliates  to all Multiemployer Plans that are then in reorganization
     or  being  terminated have been or will be increased over the  amounts
     contributed  to such Multiemployer Plans for the plan  years  of  such
     Multiemployer Plans immediately preceding the plan year in which  such
     reorganization   or   termination  occurs  by  an   amount   exceeding
     $25,000,000; or

           (k)  Any "Event of Default" (as defined in the Facility B Credit
     Agreement) shall have occurred and be continuing under the Facility  B
     Credit Agreement,

then,  and (i) in any such event (except as provided in clause (ii) below),
the  Agent  (A)  shall  at the request, or may with  the  consent,  of  the
Majority Lenders, by notice to the Company, declare the obligation of  each
Lender  to  make  Advances  to  be terminated,  whereupon  the  same  shall
forthwith terminate, and (B) shall at the request, or may with the consent,
of  the Majority Lenders, by notice to the Company, declare the Notes,  all
interest thereon and all other amounts payable under this Agreement  to  be
forthwith due and payable, whereupon the Notes, all such interest  and  all
such  amounts  shall  become  and be forthwith  due  and  payable,  without
presentment,  demand, protest or further notice of any kind, all  of  which
are  hereby expressly waived by the Borrowers and (ii) in the case  of  the
occurrence  of  any Event of Default described in clause  (i)  or  (ii)  of
Section  6.01(a), the Agent shall, at the request, or may with the consent,
of the Lenders which have made or assumed under this Agreement at least 66-
2/3% of the aggregate principal amount (based in respect of Competitive Bid
Advances denominated in Foreign Currencies on the Equivalent in Dollars  on
the  date of such request) of Competitive Bid Advances then outstanding and
to  whom such Advances are owed, by notice to the Company, declare the full
unpaid  principal of and accrued interest on all Competitive  Bid  Advances
hereunder  and  all  other  obligations of the Borrowers  hereunder  to  be
immediately  due and payable, whereupon such Advances and such  obligations
shall  be immediately due and payable, without presentment, demand, protest
or  other  further  notice of any kind, all of which are  hereby  expressly
waived  by the Borrowers; provided, however, that in the event of an actual
or  deemed entry of an order for relief with respect to any Borrower  under
the  United  States Bankruptcy Code of 1978, as amended, (x) the obligation
of  each  Lender  to  make Advances shall automatically be  terminated  and
(y)  the  Notes, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or  any
notice  of  any  kind,  all  of which are hereby expressly  waived  by  the
Borrowers.

                          ARTICLE VII

                           GUARANTEE

            SECTION   7.01.    Unconditional   Guarantee.    For   valuable
consideration, receipt whereof is hereby acknowledged, and to  induce  each
Lender  to  make Advances to the Designated Subsidiaries and to induce  the
Agent  to act hereunder, the Company hereby unconditionally and irrevocably
guarantees to each Lender and the Agent that:

           (a)   the  principal  of and interest on each  Advance  to  each
     Designated Subsidiary shall be promptly paid in full when due (whether
     at  stated maturity, by acceleration or otherwise) in accordance  with
     the terms hereof, and, in case of any extension of time of payment, in
     whole  or  in  part,  of such Advance, that all  such  sums  shall  be
     promptly paid when due (whether at stated maturity, by acceleration or
     otherwise) in accordance with the terms of such extension; and

           (b)   all  other  amounts payable hereunder  by  any  Designated
     Subsidiary to any Lender or the Agent shall be promptly paid  in  full
     when  due in accordance with the terms hereof (the obligations of  the
     Designated  Subsidiaries under these subsections (a) and (b)  of  this
     Section 7.01 being the "Obligations").

In addition, the Company hereby unconditionally and irrevocably agrees that
upon  default  in  the  payment when due (whether at  stated  maturity,  by
acceleration or otherwise) of any principal of, or interest on, any Advance
to  any  Designated  Subsidiary  or  such  other  amounts  payable  by  any
Designated  Subsidiary  to  any  Lender or  the  Agent,  the  Company  will
forthwith pay the same, without further notice or demand.

           SECTION 7.02.  Guarantee Absolute.  The Company guarantees  that
the  Obligations will be paid strictly in accordance with the terms of this
Agreement,  regardless of any law, regulation or order now or hereafter  in
effect in any jurisdiction affecting any of such terms or the rights of any
Lender  or  the Agent with respect thereto.  The liability of  the  Company
under this guarantee shall be absolute and unconditional irrespective of:

           (a)  any lack of validity or enforceability of this Agreement or
     any other agreement or instrument relating thereto;

           (b) any change in the time, manner or place of payment of, or in
     any  other  term  of,  all  or any of the Obligations,  or  any  other
     amendment or waiver of or any consent to departure from this Agreement
     (including,  without limitation, any Commitment Increase  pursuant  to
     Section 2.05(e));

           (c)   any exchange, release or non-perfection of any collateral,
     or  any release or amendment or waiver of or consent to departure from
     any other guaranty, for all or any of the Obligations; or

           (d)   any other circumstance which might otherwise constitute  a
     defense available to, or a discharge of, the Company, any Borrower  or
     a guarantor.

This guarantee shall continue to be effective or be reinstated, as the case
may  be,  if at any time any payment of any of the Obligations is rescinded
or  must otherwise be returned by any of the Lenders or the Agent upon  the
insolvency, bankruptcy or reorganization of the Company or any Borrower  or
otherwise, all as though such payment had not been made.

           SECTION  7.03.   Waivers.  The Company hereby  expressly  waives
diligence,  presentment, demand for payment, protest, any requirement  that
any  right  or  power  be  exhausted or any action  be  taken  against  any
Designated Subsidiary or against any other guarantor of all or any  portion
of the Advances, and all other notices and demands whatsoever.

           SECTION 7.04.  Remedies.  Each of the Lenders and the Agent  may
pursue its respective rights and remedies under this Article VII and  shall
be entitled to payment hereunder notwithstanding any other guarantee of all
or   any  part  of  the  Advances  to  the  Designated  Subsidiaries,   and
notwithstanding any action taken by any such Lender or the Agent to enforce
any  of  its rights or remedies under such other guarantee, or any  payment
received  thereunder.  The Company hereby irrevocably waives any  claim  or
other  right  that it may now or hereafter acquire against  any  Designated
Subsidiary  that  arises  from  the  existence,  payment,  performance   or
enforcement of the Company's obligations under this Article VII, including,
without  limitation, any right of subrogation, reimbursement,  exoneration,
contribution or indemnification and any right to participate in  any  claim
or  remedy  of the Agent or the Lenders against any Designated  Subsidiary,
whether  or  not  such claim, remedy or right arises  in  equity  or  under
contract,  statute or common law, including, without limitation, the  right
to  take or receive from the Designated Subsidiary, directly or indirectly,
in  cash or other property or by set-off or in any other manner, payment or
security on account of such claim, remedy or right.  If any amount shall be
paid to the Company in violation of the preceding sentence at any time when
all the Obligations shall not have been paid in full, such amount shall  be
held  in  trust  for  the benefit of the Lenders and the  Agent  and  shall
forthwith be paid to the Agent for its own account and the accounts of  the
respective  Lenders to be credited and applied to the Obligations,  whether
matured or unmatured, in accordance with the terms of this Agreement, or to
be  held  as collateral for any Obligations or other amounts payable  under
this  Agreement thereafter arising.  The Company acknowledges that it  will
receive  direct  and  indirect  benefits from  the  financing  arrangements
contemplated  by  this  Agreement and that the waiver  set  forth  in  this
section is knowingly made in contemplation of such benefits.

           SECTION 7.05.  No Stay.  The Company agrees that, as between (a)
the  Company  and  (b) the Lenders and the Agent, the  Obligations  of  any
Designated  Subsidiary guaranteed by the Company hereunder may be  declared
to  be  forthwith  due  and payable as provided in Article  VI  hereof  for
purposes  of  this Article VII by declaration to the Company  as  guarantor
notwithstanding  any stay, injunction or other prohibition preventing  such
declaration as against such Designated Subsidiary and that, in the event of
such declaration to the Company as guarantor, such Obligations (whether  or
not  due and payable by such Designated Subsidiary), shall forthwith become
due and payable by the Company for purposes of this Article VII.

            SECTION  7.06.   Survival.   This  guarantee  is  a  continuing
guarantee  and shall (a) remain in full force and effect until  payment  in
full  (after the Termination Date) of the Obligations and all other amounts
payable  under  this  guaranty,  (b)  be  binding  upon  the  Company,  its
successors  and assigns, (c) inure to the benefit of and be enforceable  by
each  Lender  (including  each Assuming Lender  and  each  assignee  Lender
pursuant  to  Section 9.07) and the Agent and their respective  successors,
transferees  and  assigns and (d) shall be reinstated if at  any  time  any
payment  to  a Lender or the Agent hereunder is required to be restored  by
such Lender or the Agent.  Without limiting the generality of the foregoing
clause  (c),  each Lender may assign or otherwise transfer its interest  in
any  Advance to any other person or entity, and such other person or entity
shall  thereupon  become  vested with all the  rights  in  respect  thereof
granted to such Lender herein or otherwise.

                          ARTICLE VIII

                           THE AGENT

           SECTION  8.01.   Authorization and Action.  Each  Lender  hereby
appoints  and  authorizes the Agent to take such action  as  agent  on  its
behalf  and to exercise such powers and discretion under this Agreement  as
are  delegated to the Agent by the terms hereof, together with such  powers
and discretion as are reasonably incidental thereto.  As to any matters not
expressly  provided  for by this Agreement (including, without  limitation,
enforcement or collection of the Notes), the Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or
to  refrain  from  acting (and shall be fully protected  in  so  acting  or
refraining from acting) upon the instructions of the Majority Lenders,  and
such  instructions  shall be binding upon all Lenders and  all  holders  of
Notes; provided, however, that the Agent shall not be required to take  any
action that exposes the Agent to personal liability or that is contrary  to
this  Agreement or applicable law.  The Agent agrees to give to each Lender
prompt  notice of each notice given to it by any Borrower pursuant  to  the
terms of this Agreement.

           SECTION 8.02.  Agent's Reliance, Etc.  Neither the Agent nor any
of  its  directors, officers, agents or employees shall be liable  for  any
action  taken  or omitted to be taken by it or them under or in  connection
with  this  Agreement,  except for its or their  own  gross  negligence  or
willful misconduct.  Without limitation of the generality of the foregoing,
the Agent:  (a) may treat the payee of any Note as the holder thereof until
the Agent receives and accepts an Assignment and Acceptance entered into by
the  Lender  that is the payee of such Note, as assignor, and  an  Eligible
Assignee,  as  assignee, as provided in Section 9.07; (b) may consult  with
legal  counsel  (including  counsel for the  Company),  independent  public
accountants  and other experts selected by it 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;  (c)  makes  no
warranty  or  representation to any Lender and shall not be responsible  to
any  Lender  for  any  statements, warranties or  representations  (whether
written  or oral) made in or in connection with this Agreement;  (d)  shall
not  have  any  duty  to ascertain or to inquire as to the  performance  or
observance  of any of the terms, covenants or conditions of this  Agreement
on the part of any Borrower or to inspect the property (including the books
and  records) of any Borrower; (e) shall not be responsible to  any  Lender
for  the  due  execution, legality, validity, enforceability,  genuineness,
sufficiency or value of this Agreement or any other instrument or  document
furnished  pursuant hereto; and (f) shall incur no liability  under  or  in
respect  of  this Agreement by acting upon any notice, consent, certificate
or  other  instrument or writing (which may be by telecopier,  telegram  or
telex) believed by it to be genuine and signed or sent by the proper  party
or parties.

           SECTION  8.03.   Citibank and Affiliates.  With respect  to  its
Commitment,  the  Advances made by it and the Note issued to  it,  Citibank
shall  have  the same rights and powers under this Agreement as  any  other
Lender  and may exercise the same as though it were not the Agent; and  the
term  "Lender"  or  "Lenders" shall, unless otherwise expressly  indicated,
include  Citibank in its individual capacity.  Citibank and its  Affiliates
may  accept  deposits from, lend money to, act as trustee under  indentures
of,  accept investment banking engagements from and generally engage in any
kind  of business with, the Company, any of its Subsidiaries and any Person
who  may  do  business with or own securities of the Company  or  any  such
Subsidiary, all as if Citibank were not the Agent and without any  duty  to
account therefor to the Lenders.

           SECTION 8.04.  Lender Credit Decision.  Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other
Lender  and  based on the financial statements referred to in Section  4.01
and such other 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  Agent  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.

           SECTION  8.05.  Indemnification.  The Lenders agree to indemnify
the  Agent  (to the extent not reimbursed by a Borrower), ratably according
to the respective principal amounts of the Revolving Credit Notes then held
by  each  of  them  (or  if  no Revolving Credit  Notes  are  at  the  time
outstanding or if any Revolving Credit Notes are held by Persons  that  are
not   Lenders,  ratably  according  to  the  respective  amounts  of  their
Commitments),  from  and  against  any and  all  liabilities,  obligations,
losses,  damages, penalties, actions, judgments, suits, costs, expenses  or
disbursements  of  any kind or nature whatsoever that may  be  imposed  on,
incurred  by,  or  asserted against the Agent in any  way  relating  to  or
arising  out of this Agreement or any action taken or omitted by the  Agent
under  this  Agreement, provided that no Lender shall  be  liable  for  any
portion  of  such  liabilities, obligations,  losses,  damages,  penalties,
actions, judgments, suits, costs, expenses or disbursements resulting  from
the Agent's gross negligence or willful misconduct.  Without limitation  of
the  foregoing,  each  Lender agrees to reimburse the Agent  promptly  upon
demand  for  its  ratable  share of any out-of-pocket  expenses  (including
counsel  fees)  incurred by the Agent in connection with  the  preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice  in respect of rights or responsibilities under, this Agreement,  to
the  extent  that  the  Agent is not reimbursed  for  such  expenses  by  a
Borrower.

          SECTION 8.06.  Successor Agent.  The Agent may resign at any time
by giving written notice thereof to the Lenders and the Borrower and may be
removed  at  any time with or without cause by the Majority  Lenders.   The
Company may at any time, by notice to the Agent, propose a successor  Agent
(which  shall meet the criteria described below) specified in  such  notice
and  request that the Lenders be notified thereof by the Agent with a  view
to  their  removal  of the Agent and their appointment  of  such  successor
Agent;  the Agent agrees to forward any such notice to the Lenders promptly
upon  its receipt by the Agent.  Upon any such resignation or removal,  the
Majority Lenders shall have the right to appoint a successor Agent.  If  no
successor  Agent shall have been so appointed by the Majority Lenders,  and
shall  have  accepted such appointment, within 30 days after  the  retiring
Agent's giving of notice of resignation or the Majority Lenders' removal of
the  retiring Agent, then the retiring Agent may, on behalf of the Lenders,
appoint a successor Agent, which shall be a commercial bank organized 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.   Upon  the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with  all  the
rights,  powers,  discretion, privileges and duties of the retiring  Agent,
and  the retiring Agent shall be discharged from its duties and obligations
under  this  Agreement.  After any retiring Agent's resignation or  removal
hereunder as Agent, the provisions of this Article VIII shall inure to  its
benefit as to any actions taken or omitted to be taken by it while  it  was
Agent under this Agreement.

                           ARTICLE IX

                         MISCELLANEOUS

           SECTION 9.01.  Amendments, Etc.  No amendment or waiver  of  any
provision  of this Agreement or the Revolving Credit Notes, nor consent  to
any  departure by any Borrower therefrom, shall in any event  be  effective
unless the same shall be in writing and signed by the Majority Lenders, and
then  such  waiver  or  consent shall be effective  only  in  the  specific
instance  and for the specific purpose for which given; provided,  however,
that no amendment, waiver or consent shall, unless in writing and signed by
all the Lenders, do any of the following:  (a) increase the Commitments  of
the  Lenders  other than as provided for in Section 2.05(e) or subject  the
Lenders  to  any  additional obligations, (b) reduce the principal  of,  or
interest  on,  the  Revolving Credit Notes or any  fees  or  other  amounts
payable hereunder, (c) postpone any date fixed for any payment of principal
of, or interest on, the Revolving Credit Notes or any fees or other amounts
payable  hereunder,  (d) release the Company from any  of  its  obligations
under  Article VII or (e) require the duration of an Interest Period to  be
nine  or twelve months if such period is not available to all Lenders;  and
provided  further  that no amendment, waiver or consent  shall,  unless  in
writing  and signed by the Agent in addition to the Lenders required  above
to  take  such action, affect the rights or duties of the Agent under  this
Agreement or any Note.

            SECTION   9.02.    Notices,  Etc.   All   notices   and   other
communications  provided  for  hereunder shall  be  in  writing  (including
telecopier, telegraphic or telex communication) and mailed (return  receipt
requested),  telecopied,  telegraphed, telexed  or  delivered,  if  to  the
Company  or to any Designated Subsidiary, at the Company's address  at  101
Columbia  Road,  Morristown, New Jersey 07962-1219,  Attention:   Assistant
Treasurer;  if  to  any  Initial Lender, at  its  Domestic  Lending  Office
specified  opposite its name on Schedule I hereto; if to any other  Lender,
at its Domestic Lending Office specified in the Assumption Agreement or the
Assignment and Acceptance pursuant to which it became a Lender; and  if  to
the  Agent,  at its address at 399 Park Avenue, New York, New  York  10043,
Attention: Bank Loan Syndication, with a copy to One Court Square,  Seventh
Floor,  Zone  1,  Long Island City, New York 11120, Attention:   Bank  Loan
Syndication; or, as to any Borrower or the Agent, at such other address  as
shall  be designated by such party in a written notice to the other parties
and,  as  to each other party, at such other address as shall be designated
by  such party in a written notice to the Company and the Agent.  All  such
notices  and communications shall, when mailed, telecopied, telegraphed  or
telexed, be effective when deposited in the mails, telecopied, delivered to
the  telegraph  company  or  confirmed by telex  answerback,  respectively,
except that notices and communications to the Agent pursuant to Article II,
III  or  VIII shall not be effective until received by the Agent.  Delivery
by  telecopier of an executed counterpart of any amendment or waiver of any
provision  of  this Agreement or the Notes or of any Exhibit hereto  to  be
executed  and  delivered  hereunder shall be effective  as  delivery  of  a
manually executed counterpart thereof.

           SECTION 9.03.  No Waiver; Remedies.  No failure on the  part  of
any  Lender or the Agent to exercise, and no delay in exercising, any right
hereunder  or under any Note shall operate as a waiver thereof;  nor  shall
any  single  or partial exercise of any such right preclude  any  other  or
further  exercise thereof or the exercise of any other right.  The remedies
herein  provided are cumulative and not exclusive of any remedies  provided
by law.

           SECTION  9.04.  Costs and Expenses.  (a)  The Company agrees  to
pay  on  demand all costs and expenses of the Agent in connection with  the
administration, modification and amendment of this Agreement, the Notes and
the   other  documents  to  be  delivered  hereunder,  including,   without
limitation,  (i)  all  due  diligence,  syndication  (including   printing,
distribution  and  bank  meetings), transportation, computer,  duplication,
appraisal, consultant, and audit expenses and (ii) the reasonable fees  and
expenses  of  counsel  for  the Agent with respect  thereto.   The  Company
further agrees to pay on demand all costs and expenses of the Agent and the
Lenders, if any (including, without limitation, reasonable counsel fees and
expenses),   in   connection   with  the   enforcement   (whether   through
negotiations, legal proceedings or otherwise) of this Agreement, the  Notes
and  the  other  documents  to be delivered hereunder,  including,  without
limitation, reasonable fees and expenses of counsel for the Agent and  each
Lender   in   connection  with  the  enforcement  of  rights   under   this
Section 9.04(a).

           (b)   Each  Borrower agrees to indemnify and hold  harmless  the
Agent  and  each  Lender and each of their Affiliates and  their  officers,
directors,  employees, agents and advisors (each, an  "Indemnified  Party")
from  and  against  any  and all claims, damages, losses,  liabilities  and
expenses  (including, without limitation, reasonable fees and  expenses  of
counsel)  that  may  be  incurred by or asserted  or  awarded  against  any
Indemnified Party, in each case arising out of or in connection with or  by
reason  of,  or  in connection with the preparation for a defense  of,  any
investigation, litigation or proceeding arising out of, related  to  or  in
connection  with  the  Notes,  this  Agreement,  any  of  the  transactions
contemplated  herein or the actual or proposed use of the proceeds  of  the
Advances  whether  or not such investigation, litigation or  proceeding  is
brought  by  the  Company, its directors, shareholders or creditors  or  an
Indemnified Party or any other Person or any Indemnified Party is otherwise
a party thereto and whether or not the transactions contemplated hereby are
consummated,  except to the extent any such claim, damage, loss,  liability
or  expense has resulted from such Indemnified Party's gross negligence  or
willful misconduct.

           (c)   If  any  payment of principal of, or  Conversion  of,  any
Eurocurrency Rate Advance or LIBO Rate Advance is made by the  Borrower  to
or  for  the account of a Lender other than on the last day of the Interest
Period for such Advance, as a result of a payment or Conversion pursuant to
Section  2.03(d),  2.05(b),  2.09(a) or (b) or 2.11,  acceleration  of  the
maturity of the Notes pursuant to Section 6.01 or for any other reason, the
Borrower  shall, upon demand by such Lender (with a copy of such demand  to
the  Agent),  pay to the Agent for the account of such Lender  any  amounts
required  to  compensate such Lender for any additional  losses,  costs  or
expenses  that  it  may reasonably incur as a result  of  such  payment  or
Conversion,  including,  without limitation, any loss  (including  loss  of
anticipated profits), cost or expense incurred by reason of the liquidation
or  reemployment of deposits or other funds acquired by any Lender to  fund
or maintain such Advance.

           (d)  Without prejudice to the survival of any other agreement of
the  Borrower  hereunder, the agreements and obligations  of  the  Borrower
contained in Sections 2.10, 2.13 and 9.04 shall survive the payment in full
of  principal, interest and all other amounts payable hereunder  and  under
the Notes and the termination in whole of any Commitment hereunder.

           SECTION  9.05.   Right of Set-off.  Upon (a) the occurrence  and
during  the continuance of any Event of Default and (b) the making  of  the
request  or  the  granting  of the consent specified  by  Section  6.01  to
authorize  the Agent to declare the Notes due and payable pursuant  to  the
provisions  of  Section 6.01, each Lender and each  of  its  Affiliates  is
hereby  authorized at any time and from time to time, to the fullest extent
permitted  by  law, to set off and apply any and all deposits  (general  or
special,  time or demand, provisional or final) at any time held and  other
indebtedness at any time owing by such Lender or such Affiliate to  or  for
the  credit  or  the account of any Borrower against any  and  all  of  the
obligations of such Borrower now or hereafter existing under this Agreement
and  the  Note of such Borrower held by such Lender, whether  or  not  such
Lender  shall  have made any demand under this Agreement or such  Note  and
although such obligations may be unmatured.  Each Lender agrees promptly to
notify  the  relevant  Borrower  after any such  set-off  and  application,
provided that the failure to give such notice shall not affect the validity
of  such  set-off  and  application.  The rights of  each  Lender  and  its
Affiliates under this Section are in addition to other rights and  remedies
(including,  without limitation, other rights of set-off) that such  Lender
and its Affiliates may have.

           SECTION  9.06.   Binding  Effect.  This Agreement  shall  become
effective  (other  than  Sections 2.01 and 2.03, which  shall  only  become
effective  upon  satisfaction  of the conditions  precedent  set  forth  in
Section 3.01) when it shall have been executed by the Company and the Agent
and  when  the Agent shall have been notified by each Initial  Lender  that
such  Initial  Lender has executed it and thereafter shall be binding  upon
and  inure  to the benefit of each Borrower, the Agent and each Lender  and
their respective successors and assigns, except that no Borrower shall  not
have  the  right  to  assign its rights hereunder or  any  interest  herein
without the prior written consent of the Lenders.

           SECTION 9.07.  Assignments and Participations.  (a)  Each Lender
may at any time, with notice to the Company prior to making any proposal to
any  potential assignee and with the consent of the Company, which  consent
shall not be unreasonably withheld (and shall at any time, if requested  to
do  so by the Company pursuant to Section 2.05(b), 2.10 or 2.13) assign  to
one  or  more Persons all or a portion of its rights and obligations  under
this  Agreement  (including, without limitation, all or a  portion  of  its
Commitment,  the  Revolving Credit Advances owing to it and  the  Revolving
Credit Note or Notes held by it); provided, however, that (i) the Company's
consent  shall  not  be required (A) in the case of  an  assignment  to  an
Affiliate  of  such Lender, provided that notice thereof  shall  have  been
given to the Company and the Agent, or (B) in the case of an assignment  of
the type described in subsection (g) below; (ii) each such assignment shall
be  of  a  constant,  and  not  a varying, percentage  of  all  rights  and
obligations  under this Agreement (other than any right to make Competitive
Bid  Advances,  Competitive Bid Advances owing to it  and  Competitive  Bid
Notes);  (iii)  except  in  the case of an assignment  to  a  Person  that,
immediately prior to such assignment, was a Lender or an assignment of  all
of  a  Lender's rights and obligations under this Agreement, the amount  of
the Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect  to such assignment) shall in no event be less than $10,000,000  or
an  integral  multiple  of  $1,000,000 in excess thereof;  (iv)  each  such
assignment  shall be to an Eligible Assignee; and (v) the parties  to  each
such  assignment shall execute and deliver to the Agent, for its acceptance
and  recording in the Register, an Assignment and Acceptance, together with
a  processing and recordation fee of $3,000 and, if the assigning Lender is
not retaining a Commitment hereunder, any Revolving Credit Note subject  to
such  assignment.  Upon such execution, delivery, acceptance and recording,
from  and  after  the  effective  date specified  in  each  Assignment  and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent  that  rights  and obligations hereunder have been  assigned  to  it
pursuant to such Assignment and Acceptance, have the rights and obligations
of  a Lender hereunder and (y) the Lender assignor thereunder shall, to the
extent  that  rights  and obligations hereunder have been  assigned  by  it
pursuant  to such Assignment and Acceptance, relinquish its rights  and  be
released from its obligations under this Agreement (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, provided, however, that such  assigning
Lender's  rights  under Sections 2.10, 2.13 and 9.04, and  its  obligations
under  Section 8.05, shall survive such assignment as to matters  occurring
prior to the effective date of such assignment).

           (b)   By  executing and delivering an Assignment and Acceptance,
the  Lender assignor thereunder and the assignee thereunder confirm to  and
agree  with each other and the other parties hereto as follows:  (i)  other
than  as provided in such Assignment and Acceptance, 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  or  any  other  instrument  or  document
furnished   pursuant   hereto   or  the  execution,   legality,   validity,
enforceability, genuineness, sufficiency or value of this Agreement or  any
other instrument or document furnished pursuant hereto; (ii) such assigning
Lender  makes  no representation or warranty and assumes no  responsibility
with  respect to the financial condition of any Borrower or the performance
or  observance  by  such  Borrower of any of  its  obligations  under  this
Agreement  or  any other instrument or document furnished pursuant  hereto;
(iii) such assignee confirms that it has received a copy of this Agreement,
together   with  copies  of  the  financial  statements  referred   to   in
Section  4.01  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;  (iv) such assignee  will,  independently  and
without reliance upon the Agent, 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; (v) such assignee confirms  that  it  is  an
Eligible Assignee; (vi) such assignee appoints and authorizes the Agent  to
take  such  action as agent on its behalf and to exercise such  powers  and
discretion under this Agreement as are delegated to the Agent by the  terms
hereof,  together  with  such  powers  and  discretion  as  are  reasonably
incidental thereto; and (vii) such assignee agrees that it will perform  in
accordance  with their terms all of the obligations that by  the  terms  of
this Agreement are required to be performed by it as a Lender.

          (c)  Upon its receipt of an Assignment and Acceptance executed by
an  assigning  Lender and an assignee representing that it is  an  Eligible
Assignee, together with any Revolving Credit Note or Notes subject to  such
assignment,  the  Agent shall, if such Assignment and Acceptance  has  been
completed and is in substantially the form of Exhibit C hereto, (i)  accept
such  Assignment  and  Acceptance, (ii) record  the  information  contained
therein in the Register and (iii) give prompt notice thereof to the Company
and to each other Borrower.  Within five Business Days after its receipt of
such  notice, each Borrower, at its own expense, shall execute and  deliver
to  the  Agent  a new Revolving Credit Note to the order of  such  Eligible
Assignee.  Each such new Revolving Credit Note or Notes shall be dated  the
effective date of such Assignment and Acceptance and shall otherwise be  in
substantially the form of Exhibit A-1 hereto.

           (d)   The  Agent  shall maintain at its address referred  to  in
Section  9.02  a  copy of each Assignment and Acceptance delivered  to  and
accepted  by  it  and  a  register for the recordation  of  the  names  and
addresses of the Lenders and the Commitment of, and principal amount of the
Advances  owing  to, each Lender from time to time (the  "Register").   The
entries  in the Register shall be conclusive and binding for all  purposes,
absent manifest error, and the Company, each other Borrower, the Agent  and
the Lenders may treat each Person whose name is recorded in the Register as
a  Lender hereunder for all purposes of this Agreement.  The Register shall
be  available  for  inspection by the Company, any other  Borrower  or  any
Lender  at any reasonable time and from time to time upon reasonable  prior
notice.

           (e)  Each Lender may sell participations to one or more banks or
other  entities (other than the Company or any of its Affiliates) in or  to
all  or  a  portion  of  its rights and obligations  under  this  Agreement
(including,  without  limitation, all or a portion of its  Commitment,  the
Advances  owing to it and the Note or Notes held by it); provided, however,
that (i) such Lender's obligations under this Agreement (including, without
limitation,  its  Commitment  to  the  Company  and  the  other   Borrowers
hereunder)  shall  remain unchanged, (ii) such Lender shall  remain  solely
responsible  to  the  other  parties hereto for  the  performance  of  such
obligations, (iii) such Lender shall remain the holder of any such Note for
all  purposes of this Agreement, (iv) the Company, any other Borrower,  the
Agent and the other Lenders shall continue to deal solely and directly with
such  Lender in connection with such Lender's rights and obligations  under
this  Agreement, (v) no participant under any such participation shall have
any  right  to  approve any amendment or waiver of any  provision  of  this
Agreement  or  any Note, or any consent to any departure  by  any  Borrower
therefrom,  except  to the extent that such amendment,  waiver  or  consent
would  reduce the principal of, or interest on, the Notes or  any  fees  or
other amounts payable hereunder, in each case to the extent subject to such
participation, or postpone any date fixed for any payment of principal  of,
or  interest on, the Notes or any fees or other amounts payable  hereunder,
in each case to the extent subject to such participation and (vi) within 30
days of the effective date of such participation, such Lender shall provide
notice of such participation to the Company.

           (f)   Any  Lender  may,  in connection with  any  assignment  or
participation  or  proposed assignment or participation  pursuant  to  this
Section  9.07, disclose to the assignee or participant or proposed assignee
or  participant,  any information relating to the Company or  any  Borrower
furnished  to such Lender by or on behalf of such Borrower; provided  that,
prior  to  any  such  disclosure, the assignee or participant  or  proposed
assignee or participant shall agree to preserve the confidentiality of  any
confidential information relating to such Borrower received by it from such
Lender.

           (g)   Notwithstanding  any other provision  set  forth  in  this
Agreement, any Lender may at any time create a security interest in all  or
any  portion  of  its  rights  under  this  Agreement  (including,  without
limitation, the Advances owing to it and the Note or Notes held by  it)  in
favor  of any Federal Reserve Bank in accordance with Regulation A  of  the
Board of Governors of the Federal Reserve System.

           SECTION 9.08.  Designated Subsidiaries.  (a)  Designation.   The
Company may at any time, and from time to time, by delivery to the Agent of
a  Designation  Letter  duly  executed by the Company  and  the  respective
Subsidiary  and  substantially in the form of Exhibit E  hereto,  designate
such Subsidiary as a "Designated Subsidiary" for purposes of this Agreement
and  such  Subsidiary shall thereupon become a "Designated Subsidiary"  for
purposes  of this Agreement and, as such, shall have all of the rights  and
obligations of a Borrower hereunder.  The Agent shall promptly notify  each
Lender  of  each  such designation by the Company and the identity  of  the
respective Subsidiary.

           (b)   Termination.  Upon the payment and performance in full  of
all  of  the indebtedness, liabilities and obligations under this Agreement
and the Notes of any Designated Subsidiary then, so long as at the time  no
Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing
in  respect of such Designated Subsidiary is outstanding, such Subsidiary's
status  as  a "Designated Subsidiary" shall terminate upon notice  to  such
effect  from  the Agent to the Lenders (which notice the Agent  shall  give
promptly  upon  its  receipt  of  a request  therefor  from  the  Company).
Thereafter,  the Lenders shall be under no further obligation to  make  any
Advance hereunder to such Designated Subsidiary.

           SECTION  9.09.   Confidentiality.  Each of the Lenders  and  the
Agent  hereby agrees that it will use reasonable efforts (e.g.,  procedures
substantially comparable to those applied by such Lender or  the  Agent  in
respect of non-public information as to the business of such Lender or  the
Agent)  to  keep  confidential any financial reports and other  information
from  time  to time supplied to it by the Company hereunder to  the  extent
that  such  information is not and does not become publicly  available  and
which  the  Company indicates at the time is to be treated  confidentially,
provided, however, that nothing herein shall affect the disclosure  of  any
such  information  (i)  by  the Agent to any Lender,  (ii)  to  the  extent
required  by law (including statute, rule, regulation or judicial process),
(iii)  to  counsel  for  any Lender or the Agent  or  to  their  respective
independent  public accountants, (iv) to bank examiners  and  auditors  and
appropriate government examining authorities, (v) to the Agent or any other
Lender, (vi) in connection with any litigation to which any Lender  or  the
Agent is a party, (vii) to actual or prospective assignees and participants
as  contemplated by Section 9.07(f) or (viii) to any Affiliate of the Agent
or any Lender or to such Affiliate's officers, directors, employees, agents
and  advisors, provided that, prior to any such disclosure, such  Affiliate
or  such Affiliate's officers, directors, employees, agents or advisors, as
the  case  may  be,  shall  agree to preserve the  confidentiality  of  any
confidential  information  relating  to  the  Company  received  by  it;  a
determination  by  a  Lender  or the Agent as to  the  application  of  the
circumstances   described  in  the  foregoing  clauses   (i)-(viii)   being
conclusive  if  made in good faith; and each of the Lenders and  the  Agent
agrees  that  it  will  follow procedures which are  intended  to  put  any
transferee of such confidential information on notice that such information
is confidential.

           SECTION  9.10.   Mitigation of Yield  Protection.   Each  Lender
hereby  agrees that, commencing as promptly as practicable after it becomes
aware  of  the  occurrence of any event giving rise  to  the  operation  of
Section 2.10(a), 2.11 or 2.13 with respect to such Lender, such Lender will
give  notice  thereof  through the Agent to  the  respective  Borrower.   A
Borrower  may  at  any  time, by notice through the Agent  to  any  Lender,
request  that such Lender change its Applicable Lending Office  as  to  any
Advance  or  Type  of  Advance or that it specify a new Applicable  Lending
Office with respect to its Commitment and any Advance held by it or that it
rebook  any  such  Advance  with  a view  to  avoiding  or  mitigating  the
consequences of an occurrence such as described in the preceding  sentence,
and  such  Lender will use reasonable efforts to comply with  such  request
unless,  in  the  opinion of such Lender, such change or  specification  or
rebooking  is  inadvisable  or might have an adverse  effect,  economic  or
otherwise,  upon  it, including its reputation.  In addition,  each  Lender
agrees that, except for changes or specifications or rebookings required by
law  or  effected pursuant to the preceding sentence, if the result of  any
change or change of specification of Applicable Lending Office or rebooking
would, but for this sentence, be to impose additional costs or requirements
upon  the respective Borrower pursuant to Section 2.10(a), Section 2.11  or
Section  2.13 (which would not be imposed absent such change or  change  of
specification  or rebooking) by reason of legal or regulatory  requirements
in  effect  at the time thereof and of which such Lender is aware  at  such
time,  then  such  costs or requirements shall not  be  imposed  upon  such
Borrower but shall be borne by such Lender.  All expenses incurred  by  any
Bank  in  changing  an  Applicable Lending  Office  or  specifying  another
Applicable  Lending  Office  of such Lender or  rebooking  any  Advance  in
response  to  a  request from a Borrower shall be paid  by  such  Borrower.
Nothing in this Section 9.10 (including, without limitation, any failure by
a  Lender  to  give  any notice contemplated in the first sentence  hereof)
shall  limit, reduce or postpone any obligations of the respective Borrower
under  Section  2.10(a),  Section  2.11  or  Section  2.13,  including  any
obligations  payable in respect of any period prior  to  the  date  of  any
change or specification of a new Applicable Lending Office or any rebooking
of any Advance.

          SECTION 9.11.  Governing Law.  This Agreement and the Notes shall
be  governed by, and construed in accordance with, the laws of the State of
New York.

           SECTION 9.12.  Execution in Counterparts.  This Agreement may be
executed  in any number of counterparts and by different parties hereto  in
separate counterparts, each of which when so executed shall be deemed to be
an  original and all of which taken together shall constitute one  and  the
same agreement.  Delivery of an executed counterpart of a signature page to
this  Agreement by telecopier shall be effective as delivery of a  manually
executed counterpart of this Agreement.

           SECTION  9.13.   Jurisdiction, Etc.  (a)  Each  of  the  parties
hereto  hereby irrevocably and unconditionally submits, for itself and  its
property, to the nonexclusive jurisdiction of any New York State  court  or
federal court of the United States of America sitting in New York City, and
any  appellate court from any thereof, in any action or proceeding  arising
out  of  or relating to this Agreement or the Notes, or for recognition  or
enforcement  of  any  judgment,  and each  of  the  parties  hereto  hereby
irrevocably  and unconditionally agrees that all claims in respect  of  any
such  action or proceeding may be heard and determined in any such New York
State  court  or,  to the extent permitted by law, in such  federal  court.
Each  Designated Subsidiary hereby agrees that service of  process  in  any
such  action or proceeding brought in the any such New York State court  or
in such federal court may be made upon CT Corporation System at its offices
at  1633 Broadway, New York, New York 10019 (the "Process Agent") and  each
Designated  Subsidiary hereby irrevocably appoints the  Process  Agent  its
authorized  agent to accept such service of process, and  agrees  that  the
failure  of the Process Agent to give any notice of any such service  shall
not  impair  or  affect the validity of such service  or  of  any  judgment
rendered  in any action or proceeding based thereon.  Each Borrower  hereby
further  irrevocably consents to the service of process in  any  action  or
proceeding in such courts by the mailing thereof by any parties  hereto  by
registered  or  certified mail, postage prepaid, to such  Borrower  at  its
address  specified  pursuant to Section 9.02.  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 party may otherwise have to  serve  legal
process  in  any other manner permitted by law or to bring  any  action  or
proceeding  relating to this Agreement or the Notes in the  courts  of  any
jurisdiction.   To  the  extent  that each  Designated  Subsidiary  has  or
hereafter may acquire any immunity from jurisdiction of any court  or  from
any  legal process (whether through service or notice, attachment prior  to
judgment,  attachment  in aid of execution, execution  or  otherwise)  with
respect  to  itself  or  its  property, each Designated  Subsidiary  hereby
irrevocably waives such immunity in respect of its obligations  under  this
Agreement.

           (b)   Each of the parties hereto irrevocably and unconditionally
waives,  to  the fullest extent it may legally and effectively do  so,  any
objection that 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  Notes  in  any New York State or federal court.  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.

           SECTION  9.14.  Waiver of Jury Trial.  Each Borrower, the  Agent
and  each Lender hereby irrevocably waive all right to trial by jury in any
action,  proceeding  or counterclaim (whether based on  contract,  tort  or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions  of  the  Agent  or any Lender in the negotiation,  administration,
performance or enforcement thereof.

            SECTION   9.15.   Final  Agreement.   This  written   agreement
represents the full and final agreement between the parties with respect to
the  matters  addressed  herein and supersedes  all  prior  communications,
written  or  oral, with respect thereto.  There are no unwritten agreements
between the parties.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to  be executed by their respective officers thereunto duly authorized,  as
of the date first above written.

                                   ALLIEDSIGNAL INC.

                                   By:  /s/ Richard F. Wallman
                                      ---------------------------
                                    Name:  Richard F. Wallman
                                    Title: Senior Vice President and
                                           Chief Financial Officer

                                   CITIBANK, N.A.,
                                      as Agent

                                   By:  /s/ Robert D. Wetrus
                                      ---------------------------
                                    Name:  Robert D. Wetrus
                                    Title: Vice President

                                   ABN AMRO BANK N.V.,
                                    NEW YORK BRANCH,
                                      as Co-Agent

                                   By:  /s/ John W.  Deegan
                                      --------------------------
                                    Name:  John W.  Deegan
                                    Title: Vice President

                                   By:  /s/ David W. Stack
                                      --------------------------
                                    Name:  David W. Stack
                                    Title: Assistant Vice President

                                   MORGAN GUARANTY TRUST
                                    COMPANY OF NEW YORK,
                                      as Co-Agent

                                   By:  /s/ Penelope J.B. Cox
                                      ---------------------------
                                    Name:  Penelope J.B. Cox
                                    Title: Vice President

COMMITMENT:                        THE LENDERS:

$23,000,000                        ABN AMRO BANK N.V.,
                                    NEW YORK BRANCH

                                   By:  /s/ John W. Deegan
                                      --------------------------
                                    Name:  John W. Deegan
                                    Title: Vice President

                                   By:  /s/ David W. Stack
                                      --------------------------
                                    Name:  David W. Stack
                                    Title:  Assistant Vice President

$17,000,000                        BANK OF AMERICA
                                   NATIONAL TRUST AND SAVINGS
                                   ASSOCIATION

                                   By:  /s/ R.L. Wennekamp
                                      -------------------------
                                    Name:  R.L. Wennekamp
                                    Title: Senior Vice President

$17,000,000                        BANK OF MONTREAL

                                   By:  /s/ Thruston W. Pettus
                                      ---------------------------
                                    Name:  Thruston W. Pettus
                                    Title: Director

$17,000,000                        BANQUE NATIONALE DE PARIS,
                                    NEW YORK

                                   By:  /s/ Robert S. Taylor
                                      --------------------------
                                    Name:  Robert S. Taylor
                                    Title: Senior Vice President

                                   By:  /s/ Richard L. Sted
                                      --------------------------
                                    Name:  Richard L. Sted
                                    Title: Senior Vice President      

COMMITMENT:                        THE LENDERS:

$17,000,000                        CIBC INC.

                                   By:  /s/ Christopher P. Kleczkowski
                                      ----------------------------------
                                   Name:  Christopher P. Kleczkowski
                                   Title: Vice President

$17,000,000                        CHEMICAL BANK

                                   By:  /s/ James B. Treger
                                      ----------------------------
                                    Name:  James B. Treger
                                    Title: Vice President

$23,000,000                        CITIBANK, N.A.

                                   By:  /s/ Mary W. Corkran
                                      --------------------------
                                    Name:  Mary W. Corkran
                                    Title: Vice President

$17,000,000                        DEUTSCHE BANK AG
                                    NEW YORK AND/OR CAYMAN
                                    ISLANDS BRANCHES

                                   By:  /s/ Colin T. Taylor
                                      ---------------------------
                                    Name:  Colin T. Taylor
                                    Title: Director

                                   By:  /s/ Iain Stewart
                                      ---------------------------
                                    Name:  Iain Stewart
                                    Title: Assistant Vice President

COMMITMENT:                        THE LENDERS:

$17,000,000                        MELLON BANK, N.A.

                                   By:  /s/ Caroline R.  Walsh
                                      ----------------------------
                                    Name:  Caroline R. Walsh
                                    Title: Assistant Vice President

$17,000,000                        MIDLAND BANK PLC,
                                    NEW YORK BRANCH

                                   By:  /s/ Rochelle Forster
                                      ----------------------------
                                    Name:  Rochelle Forster
                                    Title: Authorized Signatory

$23,000,000                        MORGAN GUARANTY TRUST
                                    COMPANY OF NEW YORK

                                   By:  /s/ Penelope J.B. Cox
                                      ----------------------------
                                    Name:  Penelope J.B. Cox
                                    Title: Vice President

COMMITMENT:                        THE LENDERS:

$17,000,000                           NATIONAL WESTMINSTER BANK PLC
(joint commitment)                  (NEW YORK BRANCH)

                                   By:  /s/ Jordan R. Fragiacomo
                                      -------------------------------
                                    Name:  Jordan R. Fragiacomo
                                    Title: Vice President

                                   NATIONAL WESTMINSTER BANK PLC
                                    (NASSAU BRANCH)

                                   By:  /s/ Jordan R. Fragiacomo
                                      ------------------------------
                                    Name:  Jordan R. Fragiacomo
                                    Title: Vice President

$17,000,000                        NATIONSBANK, N.A. (CAROLINAS)

                                   By:  /s/ Scott A. Jackson
                                      -----------------------------
                                    Name:  Scott A. Jackson
                                    Title: Vice President

$17,000,000                        ROYAL BANK OF CANADA

                                   By:  /s/ Michael Korine
                                      ----------------------------
                                    Name:  Michael Korine
                                    Title: Senior Manager

$17,000,000                        THE BANK OF NEW YORK

                                   By:  /s/ Russell S. Gorman
                                      ----------------------------
                                    Name:  Russell S. Gorman
                                    Title: Vice President

COMMITMENT:                        THE LENDERS:

$17,000,000                        THE BANK OF TOKYO TRUST
                                     COMPANY

                                   By:  /s/ Paul P. Malecki
                                      --------------------------
                                    Name:  Paul P. Malecki
                                    Title: Vice President

$17,000,000                        THE CHASE MANHATTAN BANK, N.A.

                                   By:  /s/ Robert Dunbar
                                      --------------------------
                                    Name:  Robert Dunbar
                                    Title: Vice President

$17,000,000                        THE FIRST NATIONAL BANK
                                    OF CHICAGO

                                   By:  /s/ Judith L. Mayberry
                                      ---------------------------
                                    Name:  Judith L. Mayberry
                                    Title: Vice President

$17,000,000                        THE INDUSTRIAL BANK OF JAPAN
                                    TRUST COMPANY

                                   By:  /s/ John V. Veltri
                                      -------------------------
                                    Name:  John V. Veltri
                                    Title: Senior Vice President

$17,000,000                        THE TORONTO-DOMINION BANK

                                   By:  /s/ Lisa Allison
                                      -------------------------
                                    Name:  Lisa Allison
                                    Title: Manager Credit Administration

COMMITMENT:                        THE LENDERS:

$17,000,000                        UNION BANK OF SWITZERLAND,
                                    NEW YORK BRANCH

                                   By:  /s/ James P. Kelleher
                                      ---------------------------
                                    Name:  James P. Kelleher
                                    Title: Assistant Vice President

                                   By:  /s/ David H. Perron
                                      ---------------------------
                                    Name:  David H. Perron
                                    Title: Vice President

$375,000,000                       TOTAL OF COMMITMENTS
SCHEDULE I

APPLICABLE LENDING OFFICES

                                                     Eurocurrency
Name of Initial Lender   Domestic Lending            Lending Office

ABN AMRO BANK, N.V.      ABN AMRO Bank N.V.          ABN AMRO Bank N.V.
                         500 Park Avenue             500 Park Avenue
                         New York, NY  10022         New York, NY  10022
                         Attn:  Melissa Jeter        Attn:  Melissa Jeter
                         Phone:  (212) 446-4224      Phone:  (212) 446-4224
                         Fax:  (212) 832-7468        Fax:  (212) 832-7468

BANK OF AMERICA          Bank of America National    Bank of America National
NATIONAL  TRUST  AND     Trust and Savings           Trust  and  Savings
SAVINGS ASSOCIATION      Association                 Association
                         1850 Gateway Boulevard      1850 Gateway Boulevard
                         Concord, CA  94520          Concord, CA  94520
                         Attn:  Liz Taylor           Attn:  Liz Taylor
                         Phone:  (510) 675-8243      Phone:  (510) 675-8243
                         Fax:  (510) 675-7531        Fax:  (510) 675-7531

BANK OF MONTREAL         Bank of Montreal            Bank of Montreal
                         430 Park Avenue             430 Park Avenue
                         New York, NY  10022         New York, NY  10022
                         Attn:  Maggie Gaglin        Attn:  Maggie Gaglin
                         Phone:  (212) 605-1436      Phone:  (212) 605-1436
                         Fax:  (212) 605-1525        Fax:  (212) 605-1525

BANQUE NATIONALE DE      Banque Nationale de Paris,  Banque Nationale de Paris,
   PARIS, NEW YORK       New York Branch             New York Branch
                         499 Park Avenue             499 Park Avenue
                         New York, NY  10022         New York, NY  10022
                         Attn:  Robert S. Taylor     Attn:  Robert S. Taylor
                         Phone:  (212) 415-9713      Phone:  (212) 415-9713
                         Fax:  (212) 415-9606        Fax:  (212) 415-9606

CANADIAN IMPERIAL        Canadian Imperial Bank      Canadian Imperial Bank
   BANK OF COMMERCE      of Commerce                 of Commerce
                         425 Lexington Avenue        425 Lexington Avenue
                         New York, NY  10017         New York, NY  10017
                         Attn:  Dean Criares         Attn:  Dean Criares
                         Phone:  (212) 856-3780      Phone:  (212) 856-3780
                         Fax:  (212) 856-3991        Fax:  (212) 856-3991

CHEMICAL BANK            Chemical Bank               Chemical Bank
                         Transportation Group        Transportation Group
                         270  Park  Avenue,          270 Park  Avenue,  
                         5th Floor                   5th Floor
                         New York, NY  10017         New York, NY  10017
                         Attn:  James Treger         Attn:  James Treger
                         Phone:  (212) 270-2567      Phone:  (212) 270-2567
                         Fax:  (212) 270-7138        Fax:  (212) 270-7138

CITIBANK, N.A.           Citibank, N.A.              Citibank, N.A.
                         399 Park Avenue             399 Park Avenue
                         New York, NY  10043         New York, NY  10043
                         Attn:  Michael Mandracchia  Attn:  Michael Mandracchia
                         Phone:  (212) 559-3245      Phone:  (212) 559-3245
                         Fax:  (212) 826-2371        Fax:  (212) 826-2371

DEUTSCHE BANK AG         Deutsche Bank AG            Deutsche Bank AG
   NEW YORK AND/OR       New York Branch             Cayman Islands Branch
   CAYMAN ISLANDS        31 West 52nd Street         31 West 52nd Street
   BRANCHES              New York, NY  10019         New York, NY  10019
                         Attn:  Colin T. Taylor      Attn:  Colin T. Taylor
                         Phone:  (212) 474-7904      Phone:  (212) 474-7904
                         Fax:  (212) 474-8212        Fax:  (212) 474-8212

MELLON BANK, N.A.        Mellon Bank, N.A.           Mellon Bank, N.A.
                         3 Mellon Bank Cente r       3 Mellon Bank Center
                         #153-2302                   #153-2302
                         Pittsburgh, PA  15259       Pittsburgh, PA  15259
                         Attn:  Jacqueline Lucas     Attn:  Jacqueline Lucas
                         Phone:  (412) 234-8285      Phone:  (412) 234-8285
                         Fax:  (412) 236-2027        Fax:  (412) 236-2027

MIDLAND BANK PLC,        Midland Bank PLC            Midland Bank PLC,
  NEW YORK BRANCH        New York Branch             New York Branch
                         140 Broadway                140 Broadway
                         New York, NY  10005-1196    New York, NY  10005-1196
                         Attn:  Maria Pina           Attn:  Maria Pina
                         Phone:  (212) 658-2777      Phone:  (212) 658-2777
                         Fax:  (212) 658-1184        Fax:  (212) 658-1184

MORGAN GUARANTY          Morgan Guaranty Trust       Morgan Guaranty Trust
   TRUST COMPANY OF      Company of New York         Company of New York
   NEW YORK              60 Wall Street              60 Wall Street
                         New York, NY  10260-0060    New York, NY  10260-0060
                         Attn:Credit Administration  Attn: Credit Administration
                         Phone:  (212) 648-6974      Phone:  (212) 648-6974
                         Fax:  (212) 648-5021        Fax:  (212) 648-5021

NATIONAL WESTMINSTER     National Westminster        National Westminster
   BANK  PLC  (NEW  YORK Bank Plc (New York Branch)  Bank Plc (Nassau Branch)
   BRANCH)               175 Water Street,           175 Water Street,
                         19th Floor                  19th Floor
NATIONAL WESTMINSTER     New York, NY  10038         New York, NY  10038
  BANK PLC (NASSAU       Attn:  Jordan Fragiacomo    Attn:  Jordan Fragiacomo
  BRANCH)                Phone:  (212) 602-4231      Phone:  (212) 602-4231
                         Fax:  (212) 602-4500        Fax:  (212) 602-4500
NATIONSBANK, N.A.        NationsBank, N.A.           NationsBank, N.A.
 (CAROLINAS)             (Carolinas)                 (Carolinas)
                         101 N. Tryon Street,        101 N. Tryon Street,
                         15th Floor                  15th Floor
                         Charlotte, NC  28255        Charlotte, NC  28255
                         Attn:  Carole Greene        Attn:  Carole Greene
                         Phone:  (704) 386-8389      Phone:  (704) 386-8389
                         Fax:  (704) 386-8694        Fax:  (704) 386-8694

ROYAL BANK OF CANADA     Royal Bank of Canada        Royal Bank of Canada
                         1 Financial Square          1 Financial Square
                         New York, NY  10005-3531    New York, NY  10005-3531
                         Attn:  Jewel Haines         Attn:  Jewel Haines
                         Phone:  (212) 428-6321      Phone:  (212) 428-6321
                         Fax:  (212) 428-2372        Fax:  (212) 428-2372

THE BANK OF NEW YORK     The Bank of New York        The Bank of New York
                         1  Wall Street - 22nd Floor 1 Wall Street - 22nd Floor
                         New York, NY  10286         New York, NY  10286
                         Attn:  Terry Blackburn      Attn:  Terry Blackburn
                         Phone:  (212) 635-6787      Phone:  (212) 635-6787
                         Fax:  (212) 635-6397        Fax:  (212) 635-6397

THE BANK OF TOKYO        The Bank of Tokyo           The Bank of Tokyo
  TRUST COMPANY          Trust Company               Trust Company
                         1251 Avenue of the Americas 1251 Avenue of the Americas
                         12th Floor                  12th Floor
                         New York, NY  10116-3138    New York, NY  10116-3138
                         Attn:  National Banking     Attn:  National Banking
                                Department                  Department
                         Phone:  (212) 782-4300      Phone:  (212) 782-4300
                         Fax:  (212) 782-6445        Fax:  (212) 782-6445

THE CHASE MANHATTAN      The Chase Manhattan         The Chase Manhattan
  BANK, N.A.             Bank, N.A.                  Bank, N.A.
                         1 Chase Manhattan Plaza     1 Chase Manhattan Plaza
                         5th Floor                   5th Floor
                         New York, NY   10081        New York, NY   10081
                         Attn:  Edward McNulty       Attn:  Edward McNulty
                         Phone:  (212) 552-5070      Phone:  (212) 552-5070
                         Fax:  (212) 552-1457        Fax:  (212) 552-1457

THE  FIRST NATIONAL BANK The First National Bank     The First National Bank
  OF CHICAGO             of Chicago                  of Chicago
                         One First National Plaza    One First National Plaza
                         Chicago, IL  60670          Chicago, IL  60670
                         Attn:  Ben Oliva            Attn:  Ben Oliva
                         Phone:  (312) 732-5987      Phone:  (312) 732-5987
                         Fax:  (312) 732-4840        Fax:  (312) 732-4840

THE INDUSTRIAL BANK      The Industrial Bank of      The Industrial Bank of
  OF JAPAN TRUST         Japan Trust Company         Japan Trust Company
  COMPANY                245 Park Avenue             245 Park Avenue
                         New York, NY  10167-0037    New York, NY  10167-0037
                         Attn:  Mark O'Connor        Attn:  Mark O'Connor
                         Phone:  (212) 309-6621      Phone:  (212) 309-6621
                         Fax:  (212) 856-9450        Fax:  (212) 856-9450
                               (212) 692-9075              (212) 692-9075

THE TORONTO-DOMINION     The Toronto-Dominion Bank   The Toronto-Dominion Bank
  BANK                   909 Fannin-Suite 1700       909 Fannin-Suite 1700
                         Houston, TX  77010          Houston, TX  77010
                         Attn:  Lisa Allison         Attn:  Lisa Allison
                         Phone:  (713) 653-8244      Phone:  (713) 653-8244
                         Fax:  (713) 951-9921        Fax:  (713) 951-9921

UNION BANK OF            Union Bank of Switzerland,  Union Bank of Switzerland,
  SWITZERLAND,           New York Branch             New York Branch
  NEW YORK BRANCH        299 Park Avenue             299 Park Avenue
                         New York, NY  10171         New York, NY  10171
                         Attn:  Peter B. Yearley     Attn:  Peter B. Yearley
                         Phone:  (212) 821-3339      Phone:  (212) 821-3339
                         Fax:  (212) 821-3383        Fax:  (212) 821-3383

                           SCHEDULE 3.01(b)

                         DISCLOSED LITIGATION

                                 None

                        EXHIBIT A-1 - FORM OF
                        REVOLVING CREDIT
                        PROMISSORY NOTE

                                   Dated:  _______________, 199_

           FOR  VALUE  RECEIVED,  the undersigned,  [NAME  OF  BORROWER],  a
_________________________ corporation (the "Borrower"), HEREBY  PROMISES  TO
PAY to the order of _________________________ (the "Lender") for the account
of its Applicable Lending Office on the Termination Date (each as defined in
the  364-Day  Credit  Agreement referred to below) the  aggregate  principal
amount  of the Revolving Credit Advances made by the Lender to the  Borrower
pursuant  to  the 364-Day Credit Agreement dated as of June 30,  1995  among
AlliedSignal  Inc.,  the Lender and certain other lenders  parties  thereto,
Citibank,  N.A., as Agent, and ABN AMRO Bank N.V. and Morgan Guaranty  Trust
Company of New York, as Co-Agents, for the Lender and such other lenders (as
amended  or modified from time to time, the "364-Day Credit Agreement";  the
terms  defined therein being used herein as therein defined) outstanding  on
the Termination Date.

           The  Borrower  promises to pay interest on the  unpaid  principal
amount  of  each   Revolving Credit Advance from the date of such  Revolving
Credit Advance until such principal amount is paid in full, at such interest
rates,  and  payable at such times, as are specified in the  364-Day  Credit
Agreement.

           Both  principal and interest in respect of each Revolving  Credit
Advance  (i) in Dollars are payable in lawful money of the United States  of
America to Citibank, N.A., as Agent, at 399 Park Avenue, New York, New York,
10043, in same day funds and (ii) in any Major Currency are payable in  such
currency at the applicable Payment Office in same day funds.  Each Revolving
Credit  Advance owing to the Lender by the Borrower pursuant to the  364-Day
Credit  Agreement,  and all payments made on account of  principal  thereof,
shall  be recorded by the Lender and, prior to any transfer hereof, endorsed
on the grid attached hereto which is part of this Promissory Note.

          This Promissory Note is one of the Revolving Credit Notes referred
to  in,  and  is entitled to the benefits of, the 364-Day Credit  Agreement.
The  364-Day  Credit  Agreement, among other things, (i)  provides  for  the
making of Revolving Credit Advances by the Lender to the Borrower from  time
to  time  in  an aggregate amount not to exceed at any time outstanding  the
Dollar amount first above mentioned or the Equivalent thereof in one or more
Major Currencies, the indebtedness of the Borrower resulting from each  such
Revolving  Credit  Advance  being evidenced by this  Promissory  Note,  (ii)
contains  provisions  for  determining the Dollar  Equivalent  of  Revolving
Credit   Advances  denominated  in  Major  Currencies  and  (iii)   contains
provisions  for  acceleration of the maturity hereof upon the  happening  of
certain  stated  events  and also for prepayments on  account  of  principal
hereof  prior  to the maturity hereof upon the terms and conditions  therein
specified.

           The  Borrower  hereby waives presentment,  demand,  protest  and
notice  of  any kind.  No failure to exercise, and no delay in  exercising,
any  rights hereunder on the part of the holder hereof shall operate  as  a
waiver of such rights.

           This  promissory  note shall be governed by,  and  construed  in
accordance with the laws of the State of New York.

                                   [NAME OF BORROWER]

                                   By
                                   Name:
                                   Title:

                ADVANCES AND PAYMENTS OF PRINCIPAL

Date    Type of    Amount of    Interest  Amount of    Unpaid     Notation     
        Advance    Advance in   Rate      Principal    Principal  Made By    
                   Relevant               Paid or      Balance   
                   Currency               Prepaid  

                                                                

                                                                

                                                                

                                                                

                                                                

                                                                

                                                                

                           EXHIBIT A-2 - FORM OF
                           COMPETITIVE BID
                           PROMISSORY NOTE

                                     Dated:  _______________, 199_

           FOR  VALUE  RECEIVED,  the undersigned, [NAME  OF  BORROWER],  a
_________________________ corporation (the "Borrower"), HEREBY PROMISES  TO
PAY  to  the  order  of _________________________ (the  "Lender")  for  the
account of its Applicable Lending Office (as defined in the 364-Day  Credit
Agreement dated as of June 30, 1995 among AlliedSignal Inc., the Lender and
certain  other lenders parties thereto, Citibank, N.A., as Agent,  and  ABN
AMRO Bank N.V. and Morgan Guaranty Trust Company of New York, as Co-Agents,
for the Lender and such other lenders (as amended or modified from time  to
time, the "364-Day Credit Agreement"; the terms defined therein being  used
herein  as  therein defined)), on _______________, the principal amount  of
[U.S.$_______________]   [for  a  Competitive  Bid  Advance  in  a  Foreign
Currency, list currency and amount of such Advance].

           The  Borrower  promises to pay interest on the unpaid  principal
amount  hereof from the date hereof until such principal amount is paid  in
full,  at  the  interest rate and payable on the interest payment  date  or
dates provided below:

           Interest  Rate: [____% per annum (calculated on the basis  of  a
year of _____ days for the actual number of days elapsed)].

          Interest Payment Date or Dates:  ______________

           Both  principal  and interest are payable  in  lawful  money  of
___________________ to Citibank, N.A., as Agent, for  the  account  of  the
Lender     at     the    office    of     _________________________,     at
_________________________ in same day funds.

          This Promissory Note is one of the Competitive Bid Notes referred
to  in,  and  is entitled to the benefits of, the 364-Day Credit Agreement.
The  364-Day Credit Agreement, among other things, contains provisions  for
acceleration  of the maturity hereof upon the happening of  certain  stated
events.

           The  Borrower  hereby waives presentment,  demand,  protest  and
notice  of  any kind.  No failure to exercise, and no delay in  exercising,
any  rights hereunder on the part of the holder hereof shall operate  as  a
waiver of such rights.

           This  Promissory  Note shall be governed by,  and  construed  in
accordance with, the laws of the State of New York.

                                   [NAME OF BORROWER]

                                   By
                                   Name:
                                   Title:

                     EXHIBIT B-1 - FORM OF NOTICE OF
                     REVOLVING CREDIT BORROWING

Citibank, N.A., as Agent
  for the Lenders parties
  to the 364-Day Credit Agreement
  referred to below
  399 Park Avenue
  New York, New York  10043                  [Date]

          Attention:  Bank Loan Syndication

Ladies and Gentlemen:

          The undersigned, [Name of Borrower], refers to the 364-Day Credit
Agreement,  dated as of June 30, 1995 (as amended or  modified from time to
time, the  "364-Day Credit Agreement", the terms defined therein being used
herein as  therein defined), among the undersigned, certain Lenders parties
thereto,  Citibank,  N.A.,  as  Agent,  and  ABN AMRO Bank  N.V. and Morgan
Guaranty Trust Company  of New York,  as Co-Agents,  for  said Lenders, and
hereby gives  you notice, irrevocably, pursuant to Section 2.02 of the 364-
Day Credit  Agreement  that  the  undersigned  hereby  requests a Revolving
Credit  Borrowing  under   the  364-Day  Credit  Agreement,   and  in  that
connection  sets  forth  below the  information relating  to such Revolving
Credit Borrowing (the "Proposed Revolving Credit Borrowing") as required by
Section 2.02(a) of the 364-Day Credit Agreement:

           (i)  The Business Day of the Proposed Revolving Credit Borrowing
     is _______________.

           (ii)    The  Type of Advances comprising the Proposed  Revolving
     Credit Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].

           (iii)     The aggregate  amount of the Proposed Revolving Credit
     Borrowing is [$_______________]  [for a Revolving Credit Borrowing  in
     a  Major  Currency, list  currency  and  amount  of  Revolving  Credit
     Borrowing].

           [(iv)     The initial Interest Period for each Eurocurrency Rate
     Advance  made as  part of the Proposed Revolving Credit  Borrowing  is
     _____ month[s].]

          The undersigned hereby certifies that the conditions precedent to
this  Revolving Credit Borrowing set forth in Section 3.03 of  the  364-Day
Credit   Agreement  have  been  satisfied  and  the  applicable  statements
contained therein are true on the date hereof, and will be true on the date
of the Proposed Revolving Credit Borrowing.

                                   Very truly yours,

                                   [NAME OF BORROWER]

                                   By
                                   Name:
                                   Title:

                  EXHIBIT B-2 - FORM OF NOTICE OF
                     COMPETITIVE BID BORROWING

Citibank, N.A., as Agent
  for the Lenders parties
  to the 364-Day Credit Agreement
  referred to below
  399 Park Avenue
  New York, New York  10043                  [Date]

Attention:  Bank Loan Syndication

Ladies and Gentlemen:

          The undersigned, [Name of Borrower], refers to the 364-Day Credit
Agreement, dated as of June 30, 1995 (as amended or modified from  time  to
time, the "364-Day Credit Agreement", the terms defined therein being  used
herein  as  therein  defined),  among AlliedSignal  Inc.,  certain  Lenders
parties  thereto and Citibank, N.A., as Agent, and ABN AMRO Bank  N.V.  and
Morgan  Guaranty Trust Company of New York, as Co-Agents, for said Lenders,
and  hereby gives you notice, irrevocably, pursuant to Section 2.03 of  the
364-Day Credit Agreement that the undersigned hereby requests a Competitive
Bid  Borrowing  under the 364-Day Credit Agreement, and in that  connection
sets forth the terms on which such Competitive Bid Borrowing (the "Proposed
Competitive Bid Borrowing") is requested to be made:

     (A)  Date of Competitive Bid Borrowing              __________________
     (B)  Aggregate Amount of Competitive Bid Borrowing  __________________
     (C)  [Maturity Date] [Interest Period]              __________________
     (D)  Interest Rate Basis                            __________________
     (E)  Interest Payment Date(s)                       __________________
     (F)  [Currency]                                     __________________
     (G)  Borrower's Account Location                    __________________
     (H)  ___________________                            __________________

          The undersigned hereby certifies that the conditions precedent to
this  Competitive Bid Borrowing set forth in Section 3.04  of  the  364-Day
Credit   Agreement  have  been  satisfied  and  the  applicable  statements
contained therein are true on the date hereof, and will be true on the date
of the Proposed Competitive Bid Borrowing.

          The undersigned hereby confirms that the Proposed Competitive Bid
Borrowing   is   to   be   made  available  to  it   in   accordance   with
Section 2.03(a)(v) of the 364-Day Credit Agreement.

                                   Very truly yours,

                                   [NAME OF BORROWER]

                                   By
                                   Name:
                                   Title:

                          EXHIBIT C - FORM OF
                       ASSIGNMENT AND ACCEPTANCE

                                         Dated: _____________

           Reference  is made to the 364-Day Credit Agreement dated  as  of
June  30,  1995  (as  amended or modified from time to time,  the  "364-Day
Credit  Agreement")  among AlliedSignal Inc., a Delaware  corporation  (the
"Borrower"),  the  Lenders  (as defined in the 364-Day  Credit  Agreement),
Citibank,  N.A., as agent (the "Agent"), and ABN AMRO Bank N.V. and  Morgan
Guaranty  Trust Company of New York, as Co-Agents, for the Lenders.   Terms
defined  in  the  364-Day Credit Agreement are used herein  with  the  same
meaning.

           ____________ (the "Assignor") and ____________ (the  "Assignee")
agree as follows:

           1.    The Assignor hereby sells and assigns to the Assignee, and
the Assignee hereby purchases and assumes from the Assignor, an interest in
and  to  the  Assignor's rights and obligations under  the  364-Day  Credit
Agreement  as of the date hereof (other than in respect of Competitive  Bid
Advances  and  Competitive  Bid Notes) equal  to  the  percentage  interest
specified  on  Schedule 1 hereto of all outstanding rights and  obligations
under  the  364-Day Credit Agreement (other than in respect of  Competitive
Bid  Advances and Competitive Bid Notes).  After giving effect to such sale
and  assignment, the Assignee's Commitment and the amount of the  Revolving
Credit Advances in each relevant currency owing to the Assignee will be  as
set forth on Schedule 1 hereto.

           2.    The  Assignor (i) represents and warrants that it  is  the
legal  and  beneficial owner of the interest being assigned by it hereunder
and  that such interest is free and clear of any adverse claim; (ii)  makes
no representation or warranty and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection with
the  364-Day Credit Agreement or any other instrument or document furnished
pursuant  thereto  or  the  execution, legality, validity,  enforceability,
genuineness,  sufficiency or value of the 364-Day Credit Agreement  or  any
other  instrument or document furnished pursuant thereto;  (iii)  makes  no
representation  or warranty and assumes no responsibility with  respect  to
the financial condition of any Borrower or the performance or observance by
such  Borrower of any of its obligations under the 364-Day Credit Agreement
or  any  other  instrument  or  document furnished  pursuant  thereto;  and
(iv) [attaches the Revolving Credit Note held by the Assignor and] requests
that the Agent obtain from the Borrower a new Revolving Credit Note payable
to the order of the Assignee with respect to the aggregate principal amount
of  the Revolving Credit Advances assumed by such Assignee pursuant hereto,
substantially in the form of Exhibit A-1 to the 364-Day Credit Agreement.

          3.   The Assignee (i) confirms that it has received a copy of the
364-Day  Credit Agreement, together with copies of the financial statements
referred  to  in  Section  4.01(e) thereof and  such  other  documents  and
information  as  it has deemed appropriate to make its own credit  analysis
and decision to enter into this Assignment and Acceptance; (ii) agrees that
it will, independently and without reliance upon the Agent, the Assignor 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  the  364-Day  Credit   Agreement;
(iii)  confirms  that  it  is  an  Eligible  Assignee;  (iv)  appoints  and
authorizes  the  Agent to take such action as agent on its  behalf  and  to
exercise  such powers and discretion under the 364-Day Credit Agreement  as
are  delegated to the Agent by the terms thereof, together with such powers
and  discretion  as are reasonably incidental thereto; (v) agrees  that  it
will perform in accordance with their terms all of the obligations that  by
the  terms of the 364-Day Credit Agreement are required to be performed  by
it  as  a Lender; and (vi) attaches any U.S. Internal Revenue Service forms
required under Section 2.13 of the 364-Day Credit Agreement.

           4.    Following the execution of this Assignment and Acceptance,
it  will  be  delivered to the Agent for acceptance and  recording  by  the
Agent.   The  effective  date  for  this  Assignment  and  Acceptance  (the
"Effective  Date")  shall be the date of acceptance hereof  by  the  Agent,
unless otherwise specified on Schedule 1 hereto.

           5.    Upon such acceptance and recording by the Agent, as of the
Effective  Date,  (i) the Assignee shall be a party to the  364-Day  Credit
Agreement  and,  to the extent provided in this Assignment and  Acceptance,
have  the  rights  and  obligations of a Lender  thereunder  and  (ii)  the
Assignor  shall, to the extent provided in this Assignment and  Acceptance,
relinquish its rights and be released from its obligations under  the  364-
Day  Credit Agreement, provided, however, that the Assignor's rights  under
Sections  2.10,  2.13  and 9.04 of the 364-Day Credit  Agreement,  and  its
obligations  under  Section  8.05 of the 364-Day  Credit  Agreement,  shall
survive  the  assignment pursuant to this Assignment and Acceptance  as  to
matters occurring prior to the Effective Date.
 .

           6.    Upon such acceptance and recording by the Agent, from  and
after the Effective Date, the Agent shall make all payments under the  364-
Day  Credit  Agreement and the Revolving Credit Notes  in  respect  of  the
interest  assigned hereby (including, without limitation, all  payments  of
principal,  interest  and  facility  fees  with  respect  thereto)  to  the
Assignee.  The Assignor and Assignee shall make all appropriate adjustments
in  payments  under the 364-Day Credit Agreement and the  Revolving  Credit
Notes for periods prior to the Effective Date directly between themselves.

           7.    This Assignment and Acceptance shall be governed  by,  and
construed in accordance with, the laws of the State of New York.

          8.   This Assignment and Acceptance may be executed in any number
of  counterparts and by different parties hereto in separate  counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.  Delivery
of  an executed counterpart of Schedule 1 to this Assignment and Acceptance
by  telecopier  shall  be  effective as delivery  of  a  manually  executed
counterpart of this Assignment and Acceptance.

           IN  WITNESS  WHEREOF, the Assignor and the Assignee have  caused
Schedule  1  to  this  Assignment and Acceptance to be  executed  by  their
officers thereunto duly authorized as of the date specified thereon.

                             Schedule 1
                                 to
                     Assignment and Acceptance

                                              Dated:  ______________
Section 1.

     Percentage interest assigned:         _____%
 
     Assignee's Commitment:               $__________

Section 2.

(a)  Assigned Advances

     Aggregate outstanding principal amount of Revolving Credit
     Advances in Dollars assigned:                             
                                                    $__________

     Aggregate outstanding principal amount of Revolving Credit
     Advances  in  lawful  money  of  the  Republic  of  France
     assigned:                                                  
                                                    Francs_____

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful currency of the United Kingdom of Great
     Britain and Northern Ireland assigned:       
                                                    Pounds______

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful currency of the Federal Republic of
     Germany assigned:                                           
                                                    Deutschemarks_____

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful currency of Japan assigned:              
                                                    Yen__________

(b)  Retained Advances

     Aggregate outstanding principal amount of Revolving Credit
     Advances in Dollars retained:                              
                                                    $___________

     Aggregate outstanding principal amount of Revolving Credit
      Advances  in  lawful  money  of  the  Republic  of  France 
      retained:                                                
                                                    Francs_____

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful currency of the United Kingdom of Great
     Britain and Northern Ireland retained:                    
                                                    Pounds_____

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful currency of the Federal Republic of
     Germany retained:                                          
                                                    Deutschemarks______

     Aggregate outstanding principal amount of Revolving Credit
     Advances in lawful currency of Japan retained:            
                                                    Yen________

     Effective Date1:    _______________

                                   [NAME OF ASSIGNOR], as Assignor

                                   By
                                   Title:

                                   Dated:  _______________

                                   [NAME OF ASSIGNEE], as Assignee

                                   By
                                   Title:

                                   Dated:  _______________

                                   Domestic Lending Office:
                                   [Address]

                                   Eurocurrency Lending Office:
                                   [Address]

Consented to this __________ day
of _______________

[NAME OF BORROWER]

By:                       
Name:
Title:

-----------------------------
1  This date shall be no earlier than five Business Days after
   the delivery of this Assignment and Acceptance to the Agent.

                        EXHIBIT D - FORM OF
                        ASSUMPTION AGREEMENT

                                                  Dated:________

AlliedSignal Inc.
P.O. Box 12l9R
101 Columbia Road
Morristown, New Jersey  07960

   Attention:  Treasurer

Citibank, N.A.,
   as Agent
399 Park Avenue
New York, New York  10043

   Attention:  Bank Loan Syndication

Ladies and Gentlemen:

           Reference  is made to the 364-Day Credit Agreement dated  as  of
June  30, 1995 among AlliedSignal Inc. (the "Company"), the Lenders parties
thereto,  Citibank,  N.A.  as Agent, and ABN  AMRO  Bank  N.V.  and  Morgan
Guaranty  Trust  Company  of New York, as Co-Agents  (the  "364-Day  Credit
Agreement";  terms  defined therein being used herein as therein  defined),
for such Lenders.

           The  undersigned (the "Assuming Lender") proposes to  become  an
Assuming Lender pursuant to Section 2.05(e) of the 364-Day Credit Agreement
and,  in  that connection, hereby agrees that it shall become a Lender  for
purposes of the 364-Day Credit Agreement on [applicable Increase Date]  and
that its Commitment shall as of such date be $__________.

           The undersigned (i) confirms that it has received a copy of  the
364-Day  Credit Agreement, together with copies of the financial statements
referred   to  in  Section  4.01(e)  thereof,  the  most  recent  financial
statements referred to in Section 5.01(h) thereof and such other  documents
and  information  as  it  has deemed appropriate to  make  its  own  credit
analysis and decision to enter into this Assumption Agreement; (ii)  agrees
that  it  will, independently and without reliance upon the  Agent  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  the  364-Day  Credit   Agreement;
(iii) appoints and authorizes the Agent to take such action as agent on its
behalf  and  to exercise such powers under the 364-Day Credit Agreement  as
are  delegated to the Agent by the terms thereof, together with such powers
as  are reasonably incidental thereto; (iv) agrees that it will perform  in
accordance  with their terms all of the obligations which by the  terms  of
the  364-Day  Credit  Agreement are required to be performed  by  it  as  a
Lender; (v) confirms that it is an Eligible Assignee; (vi) specifies as its
Lending Office (and address for notices) the offices set forth beneath  its
name on the signature pages hereof; and (vii) attaches the forms prescribed
by the Internal Revenue Service of the United States required under Section
2.13 of the 364-Day Credit Agreement.

           The  Assuming  Lender requests that the Company deliver  to  the
Agent  (to  be promptly delivered to the Assuming Lender) Revolving  Credit
Notes payable to the order of the Assuming Lender, dated as of the Increase
Date  and  substantially in the form of Exhibit A-1 to the  364-Day  Credit
Agreement.

           The  effective  date  for  this Assumption  Agreement  shall  be
[applicable Increase Date].  Upon delivery of this Assumption Agreement  to
the Company and the Agent, and satisfaction of all conditions imposed under
Section  2.05(e) as of [date specified above], the undersigned shall  be  a
party  to  the 364-Day Credit Agreement and have the rights and obligations
of a Lender thereunder.  As of [date specified above], the Agent shall make
all  payments under the 364-Day Credit Agreement in respect of the interest
assigned  hereby (including, without limitation, all payments of principal,
interest and commitment fees) to the Assuming Lender.

           This Assumption Agreement may be executed in counterparts and by
different  parties hereto in separate counterparts, each of which  when  so
executed  shall be deemed to be an original and all of which taken together
shall  constitute  one  and the same agreement.  Delivery  of  an  executed
counterpart  by  telecopier shall be effective as delivery  of  a  manually
executed counterpart of this Assumption Agreement.

           This Assumption Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                     Very truly yours,

                                     [NAME OF ASSUMING LENDER]

                                     By________________________
                                        Name:
                                        Title:

                                     Domestic Lending Office
                                     (and address for notices):

                                     [Address]

                                     Eurodollar Lending Office

Above Acknowledged and Agreed to:

ALLIEDSIGNAL INC.

By______________________
  Name:
  Title:

               EXHIBIT E - FORM OF DESIGNATION LETTER

                                             [DATE]

To each of the Lenders
  parties to the 364-Day
  Credit Agreement (as defined
  below) and to Citibank, N.A.,
  as Agent for such Lenders

Ladies and Gentlemen:

           Reference  is made to the 364-Day Credit Agreement dated  as  of
June  30,  1995 among AlliedSignal Inc. (the "Company"), the Lenders  named
therein, Citibank, N.A., as Agent for said Lenders, and ABN AMRO Bank  N.V.
and  Morgan Guaranty Trust Company of New York, as Co-Agents (the  "364-Day
Credit  Agreement").  For convenience of reference, terms used  herein  and
defined  in the 364-Day Credit Agreement shall have the respective meanings
ascribed to such terms in the 364-Day Credit Agreement.

           Please  be  advised  that  the  Company  hereby  designates  its
undersigned  Subsidiary,  ____________  ("Designated  Subsidiary"),  as   a
"Designated  Subsidiary" under and for all purposes of the  364-Day  Credit
Agreement.

           The  Designated  Subsidiary, in consideration of  each  Lender's
agreement to extend credit to it under and on the terms and conditions  set
forth  in  the  364-Day Credit Agreement, does hereby assume  each  of  the
obligations  imposed upon a "Designated Subsidiary" and a "Borrower"  under
the  364-Day  Credit  Agreement and agrees to be bound  by  the  terms  and
conditions  of  the  364-Day  Credit  Agreement.   In  furtherance  of  the
foregoing, the Designated Subsidiary hereby represents and warrants to each
Lenders as follows:

            1.     The   Designated  Subsidiary  is  a   corporation   duly
     incorporated, validly existing and in good standing under the laws  of
     __________________ and is duly qualified to transact business  in  all
     jurisdictions in which such qualification is required.

           2.    The  execution, delivery and performance by the Designated
     Subsidiary  of this Designation Letter, the 364-Day Credit  Agreement,
     its  Notes  and  the  consummation of  the  transactions  contemplated
     thereby, are within the Designated Subsidiary's corporate powers, have
     been duly authorized by all necessary corporate action, and do not and
     will  not cause or constitute a violation of any provision of  law  or
     regulation  or  any  provision  of  the  charter  or  by-laws  of  the
     Designated  Subsidiary or result in the breach  of,  or  constitute  a
     default or require any consent under, or result in the creation of any
     lien,  charge or encumbrance upon any of the properties, revenues,  or
     assets  of  the  Designated Subsidiary pursuant to, any  indenture  or
     other agreement or instrument to which the Designated Subsidiary is  a
     party  or  by which the Designated Subsidiary or its property  may  be
     bound or affected.

           3.    This  Designation Agreement and each of the Notes  of  the
     Designated  Subsidiary, when delivered, will have been  duly  executed
     and  delivered,  and  this  Designation  Letter,  the  364-Day  Credit
     Agreement  and  each of the Notes of the Designated  Subsidiary,  when
     delivered,  will constitute a legal, valid and binding  obligation  of
     the   Designated   Subsidiary  enforceable  against   the   Designated
     Subsidiary  in  accordance with their respective terms except  to  the
     extent  that such enforcement may be limited by applicable bankruptcy,
     insolvency   and  other  similar  laws  affecting  creditors'   rights
     generally.

           4.    There  is  no action, suit, investigation,  litigation  or
     proceeding  including,  without limitation, any Environmental  Action,
     pending  or  to the knowledge of the Designated Subsidiary  Threatened
     affecting  the  Designated Subsidiary before any  court,  governmental
     agency or arbitration that (i) is reasonably likely to have a Material
     Adverse  Effect, or (ii) purports to effect the legality, validity  or
     enforceability   of  this  Designation  Letter,  the  364-Day   Credit
     Agreement,  any Note of the Designated Subsidiary or the  consummation
     of the transactions contemplated thereby.

          5.   No authorizations, consents, approvals, licenses, filings or
     registrations  by or with any governmental authority or administrative
     body  are  required  in  connection with the  execution,  delivery  or
     performance  by the Designated Subsidiary of this Designation  Letter,
     the 364-Day Credit Agreement or the Notes of the Designated Subsidiary
     except for such authorizations, consents, approvals, licenses, filings
     or  registrations as have heretofore been made, obtained  or  effected
     and are in full force and effect.

           6.   The Designated Subsidiary is not, and immediately after the
     application  by  the  Designated Subsidiary of the  proceeds  of  each
     Advance will not be, (a) an "investment company" within the meaning of
     the  Investment  Company Act of 1940, as amended, or  (b)  a  "holding
     company" within the meaning of the Public Utility Holding Company  Act
     of 1935, as amended.

                                   Very truly yours,

                                   AlliedSignal Inc.

                                   By _________________________
                                     Name:
                                     Title:

                                   [THE DESIGNATED SUBSIDIARY]

                                   By__________________________
                                     Name:
                                     Title:

              EXHIBIT F - FORM OF ACCEPTANCE BY PROCESS AGENT

                   [Letterhead of Process Agent]

                                                              [Date]

To each of the Lenders parties
to the 364-Day Credit
Agreement (as defined
below) and to Citibank, N.A.,
as Agent for said Lenders

                  [Name of Designated Subsidiary]

Ladies and Gentlemen:

           Reference  is made to (i) that certain 364-Day Credit  Agreement
dated  as  of  June  30, 1995 among AlliedSignal Inc.,  the  Lenders  named
therein,  Citibank,  N.A.,  as Agent, and ABN AMRO  Bank  N.V.  and  Morgan
Guaranty Trust Company of New York, as Co-Agents for the Lenders (such 364-
Day  Credit  Agreement  as  it may hereafter be  amended,  supplemented  or
otherwise modified from time to time, being the "364-Day Credit Agreement";
the  terms  defined  therein being used herein  as  therein  defined),  and
(ii)  to  the  Designation  Letter,  dated  _________,  pursuant  to  which
__________ has become a Borrower.

          Pursuant to Section 9.13 of the 364-Day Credit Agreement to which
__________   has  become  subject  pursuant  to  its  Designation   Letter,
__________ has appointed the undersigned (with an office on the date hereof
at 1633 Broadway, New York, New York 10019, United States) as Process Agent
to  receive on behalf of ______________ and its property service of  copies
of  the summons and complaint and any other process which may be served  in
any action or proceeding in any New York State or Federal court sitting  in
New York City arising out of or relating to the 364-Day Credit Agreement.

           The undersigned hereby accepts such appointment as Process Agent
and agrees with each of you that (i) the undersigned will not terminate  or
abandon  the undersigned agency as such Process Agent without at least  six
months  prior  notice  to  the  Agent (and  hereby  acknowledges  that  the
undersigned  has  been retained for its services as Process  Agent  through
July  7,  1996), (ii) the undersigned will maintain an office in  New  York
City  through such date and will give the Agent prompt notice of any change
of  address  of  the undersigned, (iii) the undersigned  will  perform  its
duties  as  Process  Agent to receive on behalf of ______________  and  its
property  service  of  copies of the summons and complaint  and  any  other
process  which may be served in any action or proceeding in  any  New  York
State  or Federal court sitting in New York City arising out of or relating
to  the  364-Day  Credit  Agreement and (iv) the undersigned  will  forward
forthwith  to  ______________ at its address  at  ________________  or,  if
different,  its then current address, copies of any summons, complaint  and
other  process  which  the  undersigned receives  in  connection  with  its
appointment as Process Agent.

            This  acceptance  and  agreement  shall  be  binding  upon  the
undersigned and all successors of the undersigned.

                                   Very truly yours,

                                   [PROCESS AGENT]

                                   By_______________________

                    EXHIBIT G - FORM OF OPINION
                       OF VICTOR P. PATRICK,
             ASSISTANT GENERAL COUNSEL FOR THE COMPANY

                                                       June 30, 1995

To each of the Lenders parties
  to the Credit Agreement
  (as defined below),
  and to Citibank, N.A.,
  as Agent for said Lenders

                         AlliedSignal Inc.

Ladies and Gentlemen:

           This opinion is furnished to you pursuant to Section 3.01(e)(vi)
of the 364-Day Credit Agreement dated as of June 30, 1995 among AlliedSignal
Inc. (the "Company"), the Lenders parties thereto, Citibank, N.A., as Agent
for said  Lenders, and ABN AMRO Bank N.V. and Morgan Guaranty Trust Company
of New  York, as Co-Agents (the "Credit Agreement").  Terms defined in the
Credit Agreement are, unless otherwise defined herein, used herein as
therein defined.

           I have acted as counsel for the Company in connection with the
preparation, execution and delivery of the Credit Agreement.

          In that connection I have examined:

          (1)  The Credit Agreement.

          (2)    The documents furnished by the Company pursuant to Article
     III   of   the   Credit  Agreement,  including  the   Certificate   of
     Incorporation  of  the  Company  and  all  amendments   thereto   (the
     "Charter")  and the By-laws of the Company and all amendments  thereto
     (the "By-laws").

          (3)    A  certificate of the Secretary of State of the  State  of
     Delaware,  dated  June 12, 1995, attesting to the continued  corporate
     existence and good standing of the Company in that State.

I have also examined the originals, or copies certified to my satisfaction,
of  such corporate records of the Company (including resolutions adopted by
the  Board  of Directors of the Company), certificates of public  officials
and  of officers of the Company, and agreements, instruments and documents,
as  I  have  deemed  necessary  as a basis  for  the  opinions  hereinafter
expressed.  As to questions of fact material to such opinions, I have, when
relevant  facts  were  not independently established  by  me,  relied  upon
certificates of the Company or its officers or of public officials.  I have
assumed  the due execution and delivery, pursuant to due authorization,  of
the Credit Agreement by the Initial Lenders and the Agent.

          I am qualified to practice law in the State of New York, and I do
not  purport  to be expert in, or to express any opinion herein concerning,
any  laws  other  than  the  laws of the State of  New  York,  the  General
Corporation Law of the State of Delaware and the Federal laws of the United
States.

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

           1.    The  Company (a) is a corporation duly organized,  validly
     existing and in good standing under the laws of the State of Delaware,
     (b)  is  duly  qualified  as  a  foreign  corporation  in  each  other
     jurisdiction  in  which it owns or leases property  or  in  which  the
     conduct  of its business requires it to so qualify or be licensed  and
     (c)  has  all requisite corporate power and authority to own or  lease
     and  operate  its  properties and to carry  on  its  business  as  now
     conducted and as proposed to be conducted.

           2.    The execution, delivery and performance by the Company  of
     the   Credit  Agreement  and  the  Notes  of  the  Company,  and   the
     consummation of the transactions contemplated thereby, are within  the
     Company's corporate powers, have been duly authorized by all necessary
     corporate action, and do not (i) contravene the Charter or the By-laws
     or (ii) violate any law (including, without limitation, the Securities
     Exchange  Act  of  1934  and  the  Racketeer  Influenced  and  Corrupt
     Organizations  Chapter of the Organized Crime Control  Act  of  1970),
     rule,  regulation (including, without limitation, Regulation X of  the
     Board  of  Governors of the Federal Reserve System)  or  any  material
     order,   writ,   judgment,   decree,   determination   or   award   or
     (iii)  conflict  with  or result in the breach  of,  or  constitute  a
     default  under,  any  material indenture, loan  or  credit  agreement,
     lease,  mortgage,  security  agreement,  bond,  note  or  any  similar
     document.  The Credit Agreement and the Notes of the Company have been
     duly executed and delivered on behalf of the Company.

           3.    No  authorization, approval, or other action  by,  and  no
     notice  to  or filing with, any governmental authority, administrative
     agency or regulatory body, or any third party is required for the  due
     execution,  delivery  and performance by the  Company  of  the  Credit
     Agreement or the Notes of the Company, or for the consummation of  the
     transactions contemplated thereby.

           4.    The Credit Agreement is, and each Note of the Company when
     delivered  under  the Credit Agreement will be, the legal,  valid  and
     binding  obligation of the Company enforceable against the Company  in
     accordance  with their respective terms, except as the  enforceability
     thereof  may  be limited by bankruptcy, insolvency, reorganization  or
     moratorium  or  other  similar laws relating  to  the  enforcement  of
     creditors'   rights  generally  or  by  the  application  of   general
     principles  of  equity (regardless of whether such  enforceability  is
     considered  in  a proceeding in equity or at law), and except  that  I
     express  no opinion as to (i) the subject matter jurisdiction  of  the
     District  Courts  of the United States of America  to  adjudicate  any
     controversy  relating to the Credit Agreement  or  the  Notes  of  the
     Company or (ii) the effect of the law of any jurisdiction (other  than
     the State of New York) wherein any Lender or Applicable Lending Office
     may  be located or wherein enforcement of the Credit Agreement or  the
     Notes  of  the  Company may be sought which limits rates  of  interest
     which may be charged or collected by such Lender.

           5.    There  is  no action, suit, investigation,  litigation  or
     proceeding  against the Company or any of its Subsidiaries before  any
     court,  governmental agency or arbitrator now pending or, to the  best
     of  my  knowledge,  Threatened that is reasonably  likely  to  have  a
     Material Adverse Effect (other than the Disclosed Litigation) or  that
     purports  to  affect the legality, validity or enforceability  of  the
     Credit Agreement or any Note of the Company or the consummation of the
     transactions  contemplated  thereby, and there  has  been  no  adverse
     change in the status, or financial effect on the Company or any of its
     Subsidiaries,  of  the  Disclosed Litigation from  that  described  on
     Schedule 3.01(b) of the Credit Agreement.

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

           7.  The Company is not a "holding company" within the meaning of
     the Public Utility Holding Company Act of 1935, as amended.

           In  connection  with  the  opinions expressed  by  me  above  in
paragraph  4,  I  wish  to  point out that (i)  provisions  of  the  Credit
Agreement  that  permit  the Agent or any Lender to  take  action  or  make
determinations may be subject to a requirement that such action be taken or
such  determinations  be  made on a reasonable basis  and  in  good  faith,
(ii)  that  a  party  to  whom  an  advance  is  owed  may,  under  certain
circumstances,  be  called  upon to prove the  outstanding  amount  of  the
Advances  evidenced  thereby and (iii) the rights  of  the  Agent  and  the
Lenders  provided  for in Section 9.04(b) of the Credit  Agreement  may  be
limited in certain circumstances.

           I  am aware that Shearman & Sterling will rely upon the opinions
set  forth paragraphs 1, 2 and 3 of this opinion in rendering their opinion
furnished pursuant to Section 3.01(e)(vii) of the Credit Agreement.

                                   Very truly yours,

               EXHIBIT H - FORM OF OPINION OF COUNSEL
                     TO A DESIGNATED SUBSIDIARY

                                                  ____________, 19__

To each of the Lenders parties
  to the Credit Agreement
  (as defined below),
  and to Citibank, N.A., as Agent
  for said Lenders

Ladies and Gentlemen:

           In  my capacity as counsel to _____________________ ("Designated
Subsidiary"),  I have reviewed that certain 364-Day Credit Agreement  dated
as  of  June  30, 1995 among AlliedSignal Inc., the Lenders named  therein,
Citibank,  N.A.,  as  Agent for such Lenders, and ABN AMRO  Bank  N.V.  and
Morgan  Guaranty  Trust  Company of New York,  as  Co-Agents  (the  "Credit
Agreement").   In connection therewith, I have also examined the  following
documents:

           (i)  The Designation Letter (as defined in the Credit Agreement)
     executed by the Designated Subsidiary.

               [such other documents as counsel may wish to refer to]

           I  have  also  reviewed such matters of  law  and  examined  the
original,  certified,  conformed  or  photographic  copies  of  such  other
documents,  records,  agreements  and certificates  as  I  have  considered
relevant hereto.

           Except  as expressly specified herein all terms used herein  and
defined in the Credit Agreement shall have the respective meanings ascribed
to them in the Credit Agreement.

          Based upon the foregoing, I am of the opinion that:

           1.    The  Designated  Subsidiary  (a)  is  a  corporation  duly
     incorporated, validly existing and in good standing under the laws  of
     _________________________,  (b)  is  duly  qualified  in  each   other
     jurisdiction  in  which it owns or leases property  or  in  which  the
     conduct  of its business requires it to so qualify or be licensed  and
     (c)  has  all requisite corporate power and authority to own or  lease
     and  operate  its  properties and to carry  on  its  business  as  now
     conducted and as proposed to be conducted.

           2.    The  execution, delivery and performance by the Designated
     Subsidiary  of  its Designation Letter, the Credit Agreement  and  its
     Notes,  and the consummation of the transactions contemplated thereby,
     are  within  the Designated Subsidiary's corporate powers,  have  been
     duly authorized by all necessary corporate action, and do not and will
     not  cause  or  constitute  a violation of any  provision  of  law  or
     regulation   or   any   material  order,   writ,   judgment,   decree,
     determination or award or any provision of the charter or  by-laws  or
     other      constituent      documents      of      the      Designated
     Subsidiary or result in the breach of, or constitute a default or require
     any  consent under, or result in the creation of any lien,  charge  or
     encumbrance  upon any of the properties, revenues, or  assets  of  the
     Designated  Subsidiary pursuant to, any material  indenture  or  other
     agreement or instrument to which the Designated Subsidiary is a  party
     or  by which the Designated Subsidiary or its property may be bound or
     affected.   The  Designation Letter and each Note  of  the  Designated
     Subsidiary  has  been duly executed and delivered  on  behalf  of  the
     Designated Subsidiary.

           3.    The  Credit Agreement and the Designation  Letter  of  the
     Designated  Subsidiary are, and each Note of the Designated Subsidiary
     when  delivered under the Credit Agreement will be, the  legal,  valid
     and  binding  obligation of the Designated Subsidiary  enforceable  in
     accordance  with their respective terms, except as the  enforceability
     thereof  may  be limited by bankruptcy, insolvency, reorganization  or
     moratorium  or  other  similar laws relating  to  the  enforcement  of
     creditors'   rights  generally  or  by  the  application  of   general
     principles  of  equity (regardless of whether such  enforceability  is
     considered  in  a proceeding in equity or at law), and except  that  I
     express  no opinion as to (i) the subject matter jurisdiction  of  the
     District  Courts  of the United States of America  to  adjudicate  any
     controversy  relating to the Credit Agreement, the Designation  Letter
     of the Designated Subsidiary or the Notes of the Designated Subsidiary
     or  (ii)  the  effect of the law of any jurisdiction (other  than  the
     State of New York) wherein any Lender or Applicable Lending Office may
     be  located  or  wherein  enforcement of  the  Credit  Agreement,  the
     Designation  Letter of the Designated Subsidiary or the Notes  of  the
     Designated  Subsidiary may be sought which limits  rates  of  interest
     which may be charged or collected by such Lender.

           4.    There  is  no action, suit, investigation,  litigation  or
     proceeding  at law or in equity before any court, governmental  agency
     or arbitration now pending or, to the best of my knowledge and belief,
     Threatened against the Designated Subsidiary that is reasonably likely
     to  have  a  Material Adverse Effect or that purports  to  affect  the
     legality, validity or enforceability of the Designation Letter of  the
     Designated  Subsidiary,  the  Credit Agreement  or  any  Note  of  the
     Designated   Subsidiary  or  the  consummation  of  the   transactions
     contemplated thereby.

          5.   No authorizations, consents, approvals, licenses, filings or
     registrations  by or with any governmental authority or administrative
     body  are required for the due execution, delivery and performance  by
     the  Designated  Subsidiary  of  its Designation  Letter,  the  Credit
     Agreement  or the Notes of the Designated Subsidiary except  for  such
     authorizations,    consents,   approvals,   licenses,    filings    or
     registrations as have heretofore been made, obtained or  affected  and
     are in full force and effect.

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

          7.   The Designated Subsidiary is not a "holding company" within
     the  meaning  of the Public Utility Holding Company Act  of  1935,  as
     amended.

          In  connection  with  the  opinions expressed  by  me  above  in
paragraph  3,  I  wish  to  point out that (i)  provisions  of  the  Credit
Agreement  which  permit the Agent or any Lender to  take  action  or  make
determinations may be subject to a requirement that such action be taken or
such determinations be made on a reasonable basis and in good faith, (ii) a
party  to  whom  an  advance is owed may, under certain  circumstances,  be
called  upon  to  prove  the outstanding amount of the  Advances  evidenced
thereby and (iii) the rights of the Agent and the Lenders provided  for  in
Section  9.04(b)  of  the  Credit  Agreement  may  be  limited  in  certain
circumstances.

                                   Very truly yours,

                    EXHIBIT I - FORM OF OPINION
                      OF SHEARMAN & STERLING,
                        COUNSEL TO THE AGENT

                          [S&S LETTERHEAD]

                           June 30, 1995

To the Lenders listed on
  Exhibit A hereto and
  to Citibank, N.A., as
  Agent

                         AlliedSignal Inc.

Ladies and Gentlemen:

           We  have  acted  as  counsel to Citibank.  N.A.,  as  Agent,  in
connection  with  the preparation, execution and delivery  of  the  364-Day
Credit Agreement, dated as of June 30, 1995 (the "Credit Agreement"), among
AlliedSignal  Inc. (the "Company") and each of you.  Terms defined  in  the
Credit Agreement are used herein as therein defined.

          In that connection, we have examined the following documents:

           (1)   Counterparts of the Credit Agreement, executed by each  of
     the parties thereto.

           (2)   The documents furnished by the Company pursuant to Article
     III  of the Credit Agreement and listed on Exhibit B hereto, including
     the  opinion of Victor P. Patrick, Assistant General Counsel  for  the
     Company.

           In  our examination of the documents referred to above, we  have
assumed  the  authenticity  of  all  such  documents  submitted  to  us  as
originals,  the  genuineness of all signatures, the due  authority  of  the
parties executing such documents and the conformity to the originals of all
such  documents submitted to us as copies.  We have also assumed that  each
of  the  Lenders  and the Agent has duly executed and delivered,  with  all
necessary  power  and  authority  (corporate  and  otherwise),  the  Credit
Agreement.   To  the  extent  that  our opinions  expressed  below  involve
conclusions as to the matters set forth in paragraphs 1, 2, and  3  of  the
above-mentioned  opinion  of Victor P. Patrick,  we  have  assumed  without
independent investigation the correctness of the matters set forth in  such
paragraphs.

          Based upon the foregoing examination of documents and assumptions
and  upon such other investigation as we have deemed necessary, we  are  of
the  opinion that the Credit Agreement as in effect on the date hereof  is,
and  each  of  the  Notes of the Company when delivered  under  the  Credit
Agreement  will be, the legal, valid and binding obligation of the  Company
enforceable against the Company in accordance with their respective terms.

          Our above opinion is subject to the following qualifications:

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

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

           (c)  Such opinion is limited to the law of the State of New York
     and  the  Federal law of the United States, and we do not express  any
     opinion  herein  concerning  any  other  law.   Without  limiting  the
     generality of the foregoing, we express no opinion as to the effect of
     the  law  of any jurisdiction other than the State of New York wherein
     any  Lender  or  Applicable Lending Office may be located  or  wherein
     enforcement  of the Credit Agreement or any Note may be  sought  which
     limits the rates of interest legally chargeable or collectible.

           A  copy of this opinion letter may be delivered by any Lender to
any  financial  institution in connection with, and at  the  time  of,  any
assignment and delegation by such Lender under the Credit Agreement to such
financial institution of all or a portion of the rights and obligations  of
such Lender under the Credit Agreement in accordance with the provisions of
the  Credit  Agreement,  and such financial institution  may  rely  on  the
opinion  expressed  above  as if this opinion  letter  were  addressed  and
delivered to such financial institution on the date hereof.

          This opinion letter speaks only as of the date hereof.  We do not
assume,  and expressly disclaim, any responsibility to advise  you  or  any
other  person who is permitted to rely on any opinion expressed  herein  as
specified in the next preceding paragraph of any change of law or fact that
may occur after the date of this opinion letter even though such change may
affect  the  legal analysis, any legal conclusion or any other  matter  set
forth  in  or  relating  to this opinion letter.  Accordingly,  any  person
relying  on  this  opinion letter at any time should  seek  advice  of  its
counsel as to the proper application of this opinion letter at such time.

                                   Very truly yours,

                             EXHIBIT A
                 to the Opinion dated June 30, 1995
                       of Shearman & Sterling

                              Lenders

ABN AMRO Bank N.V., New York Branch
Bank of America National Trust and Savings Association
Bank of Montreal
Banque Nationale de Paris, New York
Canadian Imperial Bank of Commerce
Chemical Bank
Citibank, N.A.
Deutsche Bank AG New York and/or Cayman Islands Branches
Mellon Bank, N.A.
Midland Bank PLC, New York Branch
Morgan Guaranty Trust Company of New York
National Westminster Bank Plc (New York and/or Nassau Branches)
NationsBank, N.A. (Carolinas)
Royal Bank of Canada
The Bank of New York
The Bank of Tokyo Trust Company
The Chase Manhattan Bank, N.A.
The First National Bank of Chicago
The Industrial Bank of Japan Trust Company
The Toronto-Dominion Bank
Union Bank of Switzerland, New York Branch

                             EXHIBIT B
                 to the Opinion dated June 30, 1995
                       of Shearman & Sterling

                             Documents

      1.    A certificate signed by a duly authorized officer of the Company,
dated  the  Effective  Date,  stating  that  (i)  the  representations  and
warranties contained in Section 4.01 of the Credit Agreement are correct on
and  as  of  the  Effective Date, and (ii) no event  has  occurred  and  is
continuing  that  constitutes  a  Default, delivered  pursuant  to  Section
3.01(d) of the Credit Agreement.

      2.    The Revolving Credit Notes of the Company to the order  of  the
Lenders,  respectively,  delivered pursuant to Section  3.01(e)(i)  of  the
Credit Agreement.

      3.    Certified copies of the resolutions of the Board of Directors of
the  Company  approving the Credit Agreement and the Notes of the  Company,
and  of  all  documents  evidencing other necessary  corporate  action  and
governmental  approvals, if any, with respect to the Credit  Agreement  and
such  Notes,  delivered  pursuant  to Section  3.01(e)(ii)  of  the  Credit
Agreement.

      4.    A certificate of the Secretary or an Assistant Secretary of the
Company  certifying the names and true signatures of the  officers  of  the
Company  authorized  to sign the Credit Agreement  and  the  Notes  of  the
Company and the other documents to be delivered under the Credit Agreement,
delivered pursuant to Section 3.01(e)(iii) of the Credit Agreement.

      5.    Authenticated copies of the Certificate of Incorporation and By-
Laws  of  the  Company, delivered pursuant to Section  3.01(e)(iv)  of  the
Credit Agreement.

      6.    Evidence of the termination of the Existing Facility  A  Credit
Agreement and the Existing Facility B Credit Agreement, and payment of  all
amounts owing thereunder, delivered pursuant to Section 3.01(e)(v)  of  the
Credit Agreement.

      7.    The opinion of Victor P. Patrick, Assistant General Counsel  of
the  Company,  substantially  in  the form  of  Exhibit  G  to  the  Credit
Agreement, and as to such other matters as any Lender through the Agent may
reasonably  request, delivered pursuant to Section 3.01(vi) of  the  Credit
Agreement.

                               TABLE OF CONTENTS
ARTICLE I                                                               1

SECTION 1.01.  Certain Defined Terms                                    1
SECTION 1.02.  Computation of Time Periods                              10
SECTION 1.03.  Accounting Terms                                         10

ARTICLE II                                                              11

SECTION 2.01.  The Revolving Credit Advances                            11
SECTION 2.02.  Making the Revolving Credit Advances                     11
SECTION 2.03.  The Competitive Bid Advances                             12
SECTION 2.04.  Fees                                                     16
SECTION 2.05.  Termination, Reduction or Increase of the Commitments    16
SECTION 2.06.  Repayment of Revolving Credit Advances                   19
SECTION 2.07.  Interest on Revolving Credit Advances                    19
SECTION 2.08.  Interest Rate Determination                              19
SECTION 2.09.  Prepayments of Revolving Credit Advances                 21
SECTION 2.10.  Increased Costs                                          21
SECTION 2.11.  Illegality                                               22
SECTION 2.12.  Payments and Computations                                22
SECTION 2.13.  Taxes                                                    23
SECTION 2.14.  Sharing of Payments, Etc.                                25
SECTION 2.15.  Use of Proceeds                                          26

ARTICLE III                                                             26

SECTION  3.01.  Conditions Precedent to Effectiveness of Sections 2.01
                and 2.03                                                26
SECTION 3.02.  Initial Loan to Each Designated Subsidiary               27
SECTION 3.03.  Conditions Precedent to Each Revolving Credit Borrowing  27
SECTION 3.04.  Conditions Precedent to Each Competitive Bid Borrowing   28
SECTION 3.05.  Determinations Under Section 3.01                        29

ARTICLE IV                                                              29

SECTION 4.01.  Representations and Warranties of the Borrower           29

ARTICLE V                                                               31

SECTION 5.01.  Affirmative Covenants                                    31
SECTION 5.02.  Negative Covenants                                       34

ARTICLE VI                                                              35

SECTION 6.01.  Events of Default                                        35

ARTICLE VII                                                             38

SECTION 7.01.  Unconditional Guarantee                                  38
SECTION 7.02.  Guarantee Absolute                                       39
SECTION 7.03.  Waivers                                                  39
SECTION 7.04.  Remedies                                                 39
SECTION 7.05.  No Stay                                                  40
SECTION 7.06.  Survival                                                 40

ARTICLE VIII                                                            40

SECTION 8.01.  Authorization and Action                                 40
SECTION 8.02.  Agent's Reliance, Etc.                                   40
SECTION 8.03.  Citibank and Affiliates                                  41
SECTION 8.04.  Lender Credit Decision                                   41
SECTION 8.05.  Indemnification                                          41
SECTION 8.06.  Successor Agent                                          41

ARTICLE IX                                                              42

SECTION 9.01.  Amendments, Etc.                                         42
SECTION 9.02.  Notices, Etc.                                            42
SECTION 9.03.  No Waiver; Remedies                                      42
SECTION 9.04.  Costs and Expenses                                       43
SECTION 9.05.  Right of Set-off                                         43
SECTION 9.06.  Binding Effect                                           44
SECTION 9.07.  Assignments and Participations                           44
SECTION 9.08.  Designated Subsidiaries                                  46
SECTION 9.09.  Confidentiality.                                         46
SECTION 9.10.  Mitigation of Yield Protection.                          46
SECTION 9.11.  Governing Law.                                           47
SECTION 9.12.  Execution in Counterparts                                47
SECTION 9.13.  Jurisdiction, Etc.                                       47
SECTION 9.14.  Waiver of Jury Trial                                     48
SECTION 9.15.  Final Agreement                                          48

                              SCHEDULES

Schedule I - List of Applicable Lending Offices

Schedule 3.01(b) - Disclosed Litigation

EXHIBITS

Exhibit A-1 -  Form of Revolving Credit Note

Exhibit A-2 -  Form of Competitive Bid Note

Exhibit B-1 -  Form of Notice of Revolving Credit Borrowing

Exhibit B-2 -  Form of Notice of Competitive Bid Borrowing

Exhibit C   -  Form of Assignment and Acceptance

Exhibit D   -  Form of Assumption Agreement

Exhibit E   -  Form of Designation Letter

Exhibit F   -  Form of Acceptance by Process Agent

Exhibit G   -  Form  of  Opinion  of Victor P. Patrick,  Assistant
               General Counsel for the Company

Exhibit H   -  Form of Opinion of Counsel to a Designated Subsidiary

Exhibit I   -  Form of Opinion of Shearman & Sterling, Counsel to the Agent

                                        EXHIBIT 15

August 9, 1995

Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549

Dear Ladies and Gentlemen:

We are aware that the June 30, 1995 Quarterly Report on
Form 10-Q of AlliedSignal Inc. which includes our
report dated July 25, 1995 (issued pursuant to the
provisions of Statement on  Auditing Standard No. 71)
will be incorporated by reference in the Prospectuses
constituting part of AlliedSignal Inc.'s Registration
Statements, on  Forms S-8 (nos. 33-09896, 33-50314, 33-
51031, 33-51455, 33-55410, 33-58345, 33-58347, 33-60261
and 33-65792), on Forms S-3 (Nos. 33-00631, 33-13211,
33-14071 and 33-55425) and on Form S-8 (filed as an
amendment to Form S-14, No. 2-99416-01).  We are also
aware of our responsibilities under the Securities Act
of 1933.

Very truly yours,

/s/ Price Waterhouse LLP

Price Waterhouse LLP

 5

This schedule contains summary financial information extracted from the
consolidated balance sheet at June 30, 1995 and the consolidated statement of
income for the six months ended June 30, 1995 and is qualified in its entirety
by reference to such financial statements.

 1,000,000

                   6-MOS
                          DEC-31-1995
                              JAN-1-1995
                               JUN-30-1995
                                             575
                                         0
                                    1,669
                                        35
                                      1,921
                                 5,022
                                           9,285
                                   4,851
                                  12,045
                            3,830
                                          1,304
                                           358
                                0
                                          0
                                       2,987
                    12,045
                                          7,049
                                 7,049
                                            5,649
                                    5,649
                                     0
                                     0
                                  87
                                    648
                                       223
                                425
                                       0
                                      0
                                            0
                                       425
                                     1.50
                                        0