
<PAGE>

                                                                    EXHIBIT 10.1

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



                                   $36,000,000

                                CREDIT AGREEMENT

                                      among


                              VERNITRON CORPORATION,


                                  VARIOUS BANKS


                                       and


                                 BANQUE PARIBAS,
                                    as Agent


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

                           Dated as of April 25, 1996

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


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- --------------------------------------------------------------------------------
<PAGE>



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Section 1.  Amount and Terms of Credit . . . . . . . . . . . . . . . . . . .   1
       1.01  The Commitments . . . . . . . . . . . . . . . . . . . . . . . .   1
       1.02  Minimum Amount of Each Borrowing. . . . . . . . . . . . . . . .   3
       1.03  Notice of Borrowing . . . . . . . . . . . . . . . . . . . . . .   3
       1.04  Disbursement of Funds . . . . . . . . . . . . . . . . . . . . .   4
       1.05  Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
       1.06  Conversions . . . . . . . . . . . . . . . . . . . . . . . . . .   6
       1.07  Pro Rata Borrowings . . . . . . . . . . . . . . . . . . . . . .   6
       1.08  Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
       1.09  Interest Periods. . . . . . . . . . . . . . . . . . . . . . . .   7
       1.10  Increased Costs, Illegality, etc. . . . . . . . . . . . . . . .   9
       1.11  Compensation. . . . . . . . . . . . . . . . . . . . . . . . . .  11
       1.12  Replacement of Banks. . . . . . . . . . . . . . . . . . . . . .  11

Section 2.  Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . .  12
       2.01  Letters of Credit . . . . . . . . . . . . . . . . . . . . . . .  12
       2.02  Minimum Stated Amount . . . . . . . . . . . . . . . . . . . . .  14
       2.03  Letter of Credit Requests . . . . . . . . . . . . . . . . . . .  14
       2.04  Letter of Credit Participations . . . . . . . . . . . . . . . .  14
       2.05  Agreement to Repay Letter of Credit Drawings. . . . . . . . . .  16
       2.06  Increased Costs . . . . . . . . . . . . . . . . . . . . . . . .  17

Section 3.  Commitment Commission; Fees; Reductions of Commitment. . . . . .  18
       3.01  Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       3.02  Voluntary Termination of Unutilized Commitments . . . . . . . .  19
       3.03  Mandatory Reduction of Commitments. . . . . . . . . . . . . . .  20

Section 4.  Prepayments; Payments; Taxes . . . . . . . . . . . . . . . . . .  21
       4.01  Voluntary Prepayments . . . . . . . . . . . . . . . . . . . . .  21
       4.02  Mandatory Repayments and Commitment Reductions. . . . . . . . .  22
       4.03  Method and Place of Payment . . . . . . . . . . . . . . . . . .  27
       4.04  Net Payments. . . . . . . . . . . . . . . . . . . . . . . . . .  27

Section 5.  Conditions Precedent to Loans on the Initial Borrowing Date. . .  29
       5.01  Execution of Agreement; Notes . . . . . . . . . . . . . . . . .  29
       5.02  Officer's Certificate . . . . . . . . . . . . . . . . . . . . .  29
       5.03  Opinions of Counsel . . . . . . . . . . . . . . . . . . . . . .  29
       5.04  Corporate Documents; Proceedings. . . . . . . . . . . . . . . .  30


                                       (i)
<PAGE>

                                                                            Page
                                                                            ----

       5.05  Employee Benefit Plans; Shareholders' Agreements; Management
               Agreements; Employment Agreements; Collective Bargaining
               Agreements; Debt Agreements; Tax Sharing Agreements;
               Material Contracts. . . . . . . . . . . . . . . . . . . . . .  30
       5.06  Consummation of the Acquisition; Consummation of the Merger . .  31
       5.07  Pledge Agreement. . . . . . . . . . . . . . . . . . . . . . . .  32
       5.08  Security Agreement; Banking Arrangements. . . . . . . . . . . .  32
       5.09  Mortgage; Title Insurance; Surveys; etc.. . . . . . . . . . . .  33
       5.10  Subsidiaries Guaranty . . . . . . . . . . . . . . . . . . . . .  34
       5.11  Material Adverse Change, etc. . . . . . . . . . . . . . . . . .  34
       5.12  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . .  35
       5.13  Fees, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . .  35
       5.14  Solvency Certificate; Environmental Analyses. . . . . . . . . .  35
       5.15  Insurance Policies. . . . . . . . . . . . . . . . . . . . . . .  36
       5.16  Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
       5.17  Capital Contribution, Intercompany Loan . . . . . . . . . . . .  36
       5.18  Financial Statements; Projections; Management Letters . . . . .  37
       5.19  Consent Letter. . . . . . . . . . . . . . . . . . . . . . . . .  37
       5.20  Due Diligence . . . . . . . . . . . . . . . . . . . . . . . . .  38
       5.21  Initial Borrowing Base Certificate. . . . . . . . . . . . . . .  38
       5.22  Refinancing . . . . . . . . . . . . . . . . . . . . . . . . . .  38

Section 6.  Conditions Precedent to All Credit Events. . . . . . . . . . . .  39
       6.01  No Default; Representations and Warranties. . . . . . . . . . .  39
       6.02  Material Adverse Change, etc. . . . . . . . . . . . . . . . . .  39
       6.03  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . .  39
       6.04  Notice of Borrowing; Letter of Credit Request . . . . . . . . .  39

Section 7.  Representations, Warranties and Agreements . . . . . . . . . . .  40
       7.01  Corporate Status. . . . . . . . . . . . . . . . . . . . . . . .  40
       7.02  Corporate Power and Authority . . . . . . . . . . . . . . . . .  40
       7.03  No Violation. . . . . . . . . . . . . . . . . . . . . . . . . .  41
       7.04  Governmental Approvals. . . . . . . . . . . . . . . . . . . . .  41
       7.05  Financial Statements; Financial Condition; Undisclosed
               Liabilities; Projections; etc.. . . . . . . . . . . . . . . .  41
       7.06  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . .  43
       7.07  True and Complete Disclosure. . . . . . . . . . . . . . . . . .  43
       7.08  Use of Proceeds; Margin Regulations . . . . . . . . . . . . . .  43
       7.09  Tax Returns and Payments. . . . . . . . . . . . . . . . . . . .  44
       7.10  Compliance with ERISA . . . . . . . . . . . . . . . . . . . . .  45
       7.11  The Security Documents. . . . . . . . . . . . . . . . . . . . .  45
       7.12  Representations and Warranties in Documents . . . . . . . . . .  46


                                      (ii)
<PAGE>

                                                                            Page
                                                                            ----

       7.13  Properties. . . . . . . . . . . . . . . . . . . . . . . . . . .  46
       7.14  Capitalization. . . . . . . . . . . . . . . . . . . . . . . . .  47
       7.15  Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . .  47
       7.16  Compliance with Statutes, etc.. . . . . . . . . . . . . . . . .  47
       7.17  Investment Company Act. . . . . . . . . . . . . . . . . . . . .  47
       7.18  Public Utility Holding Company Act. . . . . . . . . . . . . . .  47
       7.19  Environmental Matters . . . . . . . . . . . . . . . . . . . . .  48
       7.20  Labor Relations . . . . . . . . . . . . . . . . . . . . . . . .  49
       7.21  Patents, Licenses, Franchises and Formulas. . . . . . . . . . .  49
       7.22  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . .  50
       7.23  Restrictions on or Relating to Subsidiaries . . . . . . . . . .  50
       7.24  Special Purpose Corporation; Immaterial Subsidiaries. . . . . .  50
       7.25  The Transaction . . . . . . . . . . . . . . . . . . . . . . . .  51
       7.26  Concentration Account and Bank Deposit Accounts . . . . . . . .  51

Section 8.  Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . .  51
       8.01  Information Covenants . . . . . . . . . . . . . . . . . . . . .  51
       8.02  Books, Records and Inspections. . . . . . . . . . . . . . . . .  55
       8.03  Maintenance of Property, Insurance. . . . . . . . . . . . . . .  55
       8.04  Corporate Franchises. . . . . . . . . . . . . . . . . . . . . .  56
       8.05  Compliance with Statutes, etc.. . . . . . . . . . . . . . . . .  56
       8.06  Compliance with Environmental Laws. . . . . . . . . . . . . . .  56
       8.07  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
       8.08  End of Fiscal Years; Fiscal Quarters. . . . . . . . . . . . . .  58
       8.09  Performance of Obligations. . . . . . . . . . . . . . . . . . .  58
       8.10  Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . .  58
       8.11  Interest Rate Protection. . . . . . . . . . . . . . . . . . . .  59
       8.12  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .  59
       8.13  UCC Searches. . . . . . . . . . . . . . . . . . . . . . . . . .  59
       8.14  Intellectual Property Rights. . . . . . . . . . . . . . . . . .  59
       8.15  Registry. . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
       8.16  Ownership of Subsidiaries . . . . . . . . . . . . . . . . . . .  60
       8.17  Further Actions . . . . . . . . . . . . . . . . . . . . . . . .  60

Section 9.  Negative Covenants . . . . . . . . . . . . . . . . . . . . . . .  62
       9.01  Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
       9.02  Consolidation, Merger, Purchase or Sale of Assets, etc. . . . .  64
       9.03  Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
       9.04  Operating Leases. . . . . . . . . . . . . . . . . . . . . . . .  65
       9.05  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . .  66
       9.06  Advances, Investments and Loans . . . . . . . . . . . . . . . .  67
       9.07  Transactions with Affiliates. . . . . . . . . . . . . . . . . .  68


                                      (iii)
<PAGE>

                                                                            Page
                                                                            ----

       9.08  Capital Expenditures. . . . . . . . . . . . . . . . . . . . . .  68
       9.09  Fixed Charge Coverage Ratio . . . . . . . . . . . . . . . . . .  69
       9.10  Interest Coverage Ratio . . . . . . . . . . . . . . . . . . . .  70
       9.11  Consolidated Indebtedness to Consolidated EBITDA. . . . . . . .  70
       9.12  Minimum Consolidated EBITDA . . . . . . . . . . . . . . . . . .  71
       9.13  Minimum Consolidated Net Worth. . . . . . . . . . . . . . . . .  72
       9.14  Maximum Leverage. . . . . . . . . . . . . . . . . . . . . . . .  72
       9.15  Minimum Working Capital Ratio . . . . . . . . . . . . . . . . .  73
       9.16  Limitation on Modifications of Indebtedness, Certificate of
               Incorporation, By-Laws and Certain Other Agreements; etc. . .  73
       9.17  Limitation on Certain Restrictions on Subsidiaries. . . . . . .  75
       9.18  Limitation on Issuance of Capital Stock . . . . . . . . . . . .  75
       9.19  Business. . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
       9.20  Limitation on Creation of Subsidiaries. . . . . . . . . . . . .  76
       9.21  Concentration Account and Bank Deposit Accounts . . . . . . . .  76
       9.22  Account Receivable Days . . . . . . . . . . . . . . . . . . . .  76

Section 10.  Events of Default . . . . . . . . . . . . . . . . . . . . . . .  76
       10.01  Payments . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
       10.02  Representations, etc.. . . . . . . . . . . . . . . . . . . . .  76
       10.03  Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . .  76
       10.04  Default Under Other Agreements . . . . . . . . . . . . . . . .  76
       10.05  Bankruptcy, etc. . . . . . . . . . . . . . . . . . . . . . . .  77
       10.06  ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
       10.07  Security Documents . . . . . . . . . . . . . . . . . . . . . .  78
       10.08  Subsidiaries Guaranty. . . . . . . . . . . . . . . . . . . . .  78
       10.09  Judgments. . . . . . . . . . . . . . . . . . . . . . . . . . .  78
       10.10  Change of Control. . . . . . . . . . . . . . . . . . . . . . .  79

Section 11.  Definitions and Accounting Terms. . . . . . . . . . . . . . . .  79
       11.01  Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . .  79

Section 12.  The Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
       12.01  Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . 105
       12.02  Nature of Duties . . . . . . . . . . . . . . . . . . . . . . . 105
       12.03  Lack of Reliance on the Agent. . . . . . . . . . . . . . . . . 105
       12.04  Certain Rights of the Agent. . . . . . . . . . . . . . . . . . 106
       12.05  Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
       12.06  Indemnification. . . . . . . . . . . . . . . . . . . . . . . . 106
       12.07  The Agent in Its Individual Capacity . . . . . . . . . . . . . 106
       12.08  Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
       12.09  Resignation by the Agent . . . . . . . . . . . . . . . . . . . 107


                                      (iv)
<PAGE>

                                                                            Page
                                                                            ----

Section 13.  Miscellaneous.. . . . . . . . . . . . . . . . . . . . . . . . . 107
       13.01  Payment of Expenses, etc.. . . . . . . . . . . . . . . . . . . 108
       13.02  Right of Setoff. . . . . . . . . . . . . . . . . . . . . . . . 109
       13.03  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
       13.04  Benefit of Agreement . . . . . . . . . . . . . . . . . . . . . 109
       13.05  No Waiver; Remedies Cumulative . . . . . . . . . . . . . . . . 111
       13.06  Payments Pro Rata. . . . . . . . . . . . . . . . . . . . . . . 111
       13.07  Calculations; Computations . . . . . . . . . . . . . . . . . . 112
       13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION;  VENUE; WAIVER
                OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . . 112
       13.09  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 113
       13.10  Effectiveness. . . . . . . . . . . . . . . . . . . . . . . . . 114
       13.11  Headings Descriptive . . . . . . . . . . . . . . . . . . . . . 114
       13.12  Amendment or Waiver. . . . . . . . . . . . . . . . . . . . . . 114
       13.13  Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
       13.14  Domicile of Loans. . . . . . . . . . . . . . . . . . . . . . . 116
       13.15  Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . 116
       13.16  Post-Closing Actions.. . . . . . . . . . . . . . . . . . . . . 116
       13.17  No Oral Agreement. . . . . . . . . . . . . . . . . . . . . . . 117


                                       (v)
<PAGE>

SCHEDULE I     Commitments
SCHEDULE II    Real Property
SCHEDULE III   Subsidiaries
SCHEDULE IV    Bank Deposit Accounts
SCHEDULE V     Insurance
SCHEDULE VI    Existing Liens
SCHEDULE VII   Securities
SCHEDULE VIII  Existing Indebtedness
SCHEDULE IX    Liabilities
SCHEDULE X     ERISA Matters

EXHIBIT A-1    Form of Notice of Borrowing
EXHIBIT A-2    Form of Notice of Conversion
EXHIBIT B-1    Form of A Term Note
EXHIBIT B-2    Form of B Term Note
EXHIBIT B-3    Form of Revolving Note
EXHIBIT C      Form of Letter of Credit Request
EXHIBIT D      Form of Opinion of Elliott N. Konopko, Esq.
EXHIBIT E      Form of Officers' Certificate of Credit Parties
EXHIBIT F      Form of Pledge Agreement
EXHIBIT G-1    Form of Security Agreement
EXHIBIT G-2    Form of Bank Deposit Account Consent Letter
EXHIBIT G-3    Form of Concentration Account Consent Letter
EXHIBIT H      Form of Subsidiaries Guaranty
EXHIBIT I      Form of Solvency Certificate
EXHIBIT J      Form of Consent Letter
EXHIBIT K      Form of Section 4.04(b)(ii) Certificate
EXHIBIT L      Form of Bank Assignment and Assumption Agreement
EXHIBIT M      Form of Borrowing Base Certificate
EXHIBIT N      Form of Intercompany Note


                                      (vi)
<PAGE>

          CREDIT AGREEMENT, dated as of April 25, 1996, among VERNITRON
CORPORATION, a corporation organized and existing under the laws of the State of
Delaware (the "Borrower"), the financial institutions party hereto from time to
time (each a "Bank" and, collectively, the "Banks"), and BANQUE PARIBAS, as
agent (the "Agent").  Unless otherwise defined herein, all capitalized terms
used herein and defined in Section 11 are used herein as therein defined.


                              W I T N E S S E T H :


          WHEREAS, subject to and upon the terms and conditions herein set
forth, the Banks are willing to make available to the Borrower the respective
credit facilities provided for herein;


          NOW, THEREFORE, IT IS AGREED:


          Section 1.  AMOUNT AND TERMS OF CREDIT.

          1.01  THE COMMITMENTS.  (a)  Subject to and upon the terms and
conditions set forth herein, each Bank with an A Term Loan Commitment severally
agrees to make, on the Initial Borrowing Date, a term loan (each, an "A Term
Loan" and, collectively, the "A Term Loans") to the Borrower, which A Term
Loans:

          (i)  shall be made and initially maintained as a single Borrowing of
     Base Rate Loans (subject to the option to convert such Base Rate Loans
     pursuant to Section 1.06); and

         (ii)  shall not exceed for any Bank, in initial aggregate principal
     amount, that amount which equals the A Term Loan Commitment of such Bank on
     such date (before giving effect to any reductions thereto on such date
     pursuant to Section 3.03(b)(i) but after giving effect to any reductions
     thereto on or prior to such date pursuant to Section 3.03(b)(ii)).

Once repaid, A Term Loans incurred hereunder may not be reborrowed.

          (b)  Subject to and upon the terms and conditions set forth herein,
each Bank with a B Term Loan Commitment severally agrees to make, on the Initial
Borrowing Date,
<PAGE>

a term loan (each, a "B Term Loan" and, collectively, the "B Term Loans") to the
Borrower, which B Term Loans:

          (i)  shall be made and initially maintained as a single Borrowing of
     Base Rate Loans (subject to the option to convert such Base Rate Loans
     pursuant to Section 1.06); and

         (ii)  shall not exceed for any Bank, in initial aggregate principal
     amount, that amount which equals the B Term Loan Commitment of such Bank on
     such date (before giving effect to any reductions thereto on such date
     pursuant to Section 3.03(c)(i) but after giving effect to any reductions
     thereto on or prior to such date pursuant to Section 3.03(c)(ii)).

Once repaid, B Term Loans incurred hereunder may not be reborrowed.

          (c)  Subject to and upon the terms and conditions set forth herein,
each Bank with a Revolving Loan Commitment severally agrees at any time and from
time to time on and after the Initial Borrowing Date and prior to the Revolving
Loan Maturity Date, to make a loan or loans (each a "Revolving Loan" and,
collectively, the "Revolving Loans") to the Borrower, which Revolving Loans:

          (i)  shall, at the option of the Borrower, be Base Rate Loans or
     Eurodollar Loans, PROVIDED that (x) except as otherwise specifically
     provided in Section 1.10(b), all Revolving Loans comprising the same
     Borrowing shall at all times be of the same Type and (y) no Eurodollar
     Loans may be incurred prior to the Syndication Termination Date;

         (ii)  may be repaid and reborrowed in accordance with the provisions
     hereof;

        (iii)  which are not utilized to make a Tax Payment, shall not exceed
     for any Bank at any time outstanding that aggregate principal amount which,
     when added to the product of (x) such Bank's Percentage and (y) the
     aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid
     Drawings which are repaid with the proceeds of, and simultaneously with the
     incurrence of, the respective incurrence of Revolving Loans) at such time,
     equals the Revolving Loan Commitment of such Bank at such time minus such
     Bank's Percentage of the Blocked Commitment at such time;

         (iv)  which are utilized to make a Tax Payment, shall not exceed for
     all Banks the amount of the Blocked Commitment at such time; and


                                       -2-
<PAGE>

          (v)  shall not exceed for all Banks at any time outstanding that
     aggregate principal amount which, when added to the amount of all Letter of
     Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the
     proceeds of, and simultaneously with the incurrence of, the respective
     incurrence of Revolving Loans) at such time, equals the lesser of (x) the
     Borrowing Base then in effect and (y) the Total Revolving Loan Commitment
     at such time.

Notwithstanding anything to the contrary contained above, the aggregate amount
of Revolving Loans which may be incurred on the Initial Borrowing Date after
giving effect to all Borrowings on such date shall not exceed $6,400,000.

          1.02  MINIMUM AMOUNT OF EACH BORROWING.  The aggregate principal
amount of each Borrowing hereunder shall not be less than the Minimum Borrowing
Amount and, if greater, shall be in integral multiples of $100,000.  More than
one Borrowing may occur on the same date, but at no time shall there be
outstanding more than five Borrowings of Eurodollar Loans.

          1.03  NOTICE OF BORROWING.  (a)  Whenever the Borrower desires to make
a Borrowing hereunder, it shall give the Agent at its Notice Office, prior to
11:00 a.m. (New York time) at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate
Loans and at least three Business Days' prior written notice (or telephonic
notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans.
Each such notice (each a "Notice of Borrowing"), except as otherwise expressly
provided in Section 1.10, shall be irrevocable and shall be given by the
Borrower in the form of Exhibit A-1, appropriately completed to specify:
(i) the aggregate principal amount of the Loans to be made pursuant to such
Borrowing which shall be at least the Minimum Borrowing Amount; (ii) the date of
such Borrowing (which shall be a Business Day); (iii) whether the Loans being
made pursuant to such Borrowing shall constitute A Term Loans, B Term Loans or
Revolving Loans; and (iv) whether the Loans being made pursuant to such
Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans
and, if Eurodollar Loans, the initial Interest Period to be applicable thereto.
The Agent shall promptly give each Bank which is required to make Loans of the
Tranche specified in the respective Notice of Borrowing notice of such proposed
Borrowing, of such Bank's proportionate share thereof and of the other matters
specified in the Notice of Borrowing.  Whenever the Borrower desires to utilize
the Blocked Commitment to make a Borrowing of Revolving Loans to make a Tax
Payment, the Notice of Borrowing shall include a statement to such effect, the
details of such payment, including, without limitation, the aggregate principal
amount of such payment and all previous Tax Payments, the aggregate principal
amount of Revolving Loans to be utilized in connection with such payment, the
recipient of such payment, the aggregate principal amount of Revolving Loans
previously incurred and utilized to make a Tax Payment and the proposed date of
such payment.


                                       -3-
<PAGE>

          (b)  Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice permitted to be given under this
Agreement, the Agent or the Issuing Bank (in the case of Letters of Credit), as
the case may be, may prior to receipt of written confirmation act without
liability upon the basis of telephonic notice, believed by the Agent or the
Issuing Bank, as the case may be, in good faith to be from the President, the
Chief Financial Officer, Controller or Treasurer of the Borrower.  In each such
case, the Agent's or the Issuing Bank's record of the terms of such telephonic
notice shall be conclusive absent manifest error.

          1.04  DISBURSEMENT OF FUNDS.  No later than 12:00 Noon (New York time)
on the date specified in each Notice of Borrowing, each Bank with a Commitment
of the respective Tranche will make available its PRO RATA portion (determined
in accordance with Section 1.07) of each such Borrowing requested to be made on
such date.  All such amounts shall be made available in Dollars and in
immediately available funds at the Payment Office of the Agent, and the Agent
will make available to the Borrower at the Payment Office the aggregate of the
amounts so made available by the Banks.  Unless the Agent shall have been
notified by any Bank prior to the date of Borrowing that such Bank does not
intend to make available to the Agent such Bank's portion of any Borrowing to be
made on such date, the Agent may assume that such Bank has made such amount
available to the Agent on such date of Borrowing and the Agent may, in reliance
upon such assumption, make available to the Borrower a corresponding amount.  If
such corresponding amount is not in fact made available to the Agent by such
Bank, the Agent shall be entitled to recover such corresponding amount on demand
from such Bank.  If such Bank does not pay such corresponding amount forthwith
upon the Agent's demand therefor, the Agent shall promptly notify the Borrower
and the Borrower shall immediately pay such corresponding amount to the Agent.
The Agent shall also be entitled to recover on demand from such Bank or the
Borrower, as the case may be, interest on such corresponding amount in respect
of each day from the date such corresponding amount was made available by the
Agent to the Borrower until the date such corresponding amount is recovered by
the Agent, at a rate per annum equal to (i) if recovered from such Bank, the
cost to the Agent of acquiring overnight federal funds and (ii) if recovered
from the Borrower, the rate of interest applicable to the respective Borrowing,
as determined pursuant to Section 1.08.  Nothing in this Section 1.04 shall be
deemed to relieve any Bank from its obligation to make Loans hereunder or to
prejudice any rights which the Borrower may have against any Bank as a result of
any failure by such Bank to make Loans hereunder.

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


                                       -4-
<PAGE>

blanks appropriately completed in conformity herewith (each, a "B Term Note"
and, collectively, the "B Term Notes") and (iii) if Revolving Loans, by a
promissory note duly executed and delivered by the Borrower substantially in the
form of Exhibit B-3, with blanks appropriately completed in conformity herewith
(each a "Revolving Note" and, collectively, the "Revolving Notes").

          (b)  The A Term Note issued to each Bank shall (i) be executed by the
Borrower, (ii) be payable to the order of such Bank or its registered assigns
and be dated the Initial Borrowing Date, (iii) be in a stated principal amount
equal to the A Term Loan made by such Bank on the Initial Borrowing Date and be
payable in the principal amount of the A Term Loan evidenced thereby, (iv)
mature on the A Term Loan Maturity Date, (v) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary repayment as provided in Section 4.01, and mandatory repayment as
provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement
and the Subsidiaries Guaranty and be secured by the Security Documents.

          (c)  The B Term Note issued to each Bank shall (i) be executed by the
Borrower, (ii) be payable to the order of such Bank or its registered assigns
and be dated the Initial Borrowing Date, (iii) be in a stated principal amount
equal to the B Term Loan made by such Bank on the Initial Borrowing Date and be
payable in the principal amount of the B Term Loan evidenced thereby, (iv)
mature on the B Term Loan Maturity Date, (v) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary repayment as provided in Section 4.01, and mandatory repayment as
provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement
and the Subsidiaries Guaranty and be secured by the Security Documents.

          (d)  The Revolving Note issued to each Bank with a Revolving Loan
Commitment shall (i) be executed by the Borrower, (ii) be payable to the order
of such Bank or its registered assigns and be dated the Initial Borrowing Date,
(iii) be in a stated principal amount equal to the Revolving Loan Commitment of
such Bank and be payable in the principal amount of the Revolving Loans
evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect of the
Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby,
(vi) be subject to voluntary repayment as provided in Section 4.01, and
mandatory repayment as provided in Section 4.02 and (vii) be entitled to the
benefits of this Agreement and the Subsidiaries Guaranty and be secured by the
Security Documents.

          (e)  Each Bank will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evi-

                                       -5-
<PAGE>

denced thereby.  Failure to make any such notation or the making of an incorrect
notation shall not affect the Borrower's obligations in respect of such Loans.

          1.06  CONVERSIONS.  The Borrower shall have the option to convert, on
any Business Day occurring on or after the Syndication Termination Date, all or
a portion, at least equal to the Minimum Borrowing Amount, of the outstanding
principal amount of the Loans made pursuant to one or more Borrowings (so long
as of the same Tranche) of one Type of Loan into a Borrowing or Borrowings (of
the same Tranche) of the other Type of Loan; PROVIDED that:

          (i)  except as otherwise provided in Section 1.10(b), Eurodollar Loans
     may be converted into Base Rate Loans only on the last day of an Interest
     Period applicable to the Loans being converted and no such partial
     conversion of Eurodollar Loans shall reduce the outstanding principal
     amount of such Eurodollar Loans made pursuant to a single Borrowing to less
     than the Minimum Borrowing Amount applicable thereto;

         (ii)  Base Rate Loans may only be converted into Eurodollar Loans if no
     Default or Event of Default is in existence on the date of the conversion;
     and

        (iii)  no conversion pursuant to this Section 1.06 shall result in a
     greater number of Borrowings of Eurodollar Loans than is permitted under
     Section 1.02.

Each such conversion shall be effected by the Borrower by giving the Agent at
its Notice Office prior to 11:00 A.M. (New York time) at least three Business
Days' prior written notice (or telephonic notice promptly confirmed in writing)
(each a "Notice of Conversion") which notice shall be in the form of Exhibit
A-2, appropriately completed to specify the Loans to be so converted, the
Borrowing(s) pursuant to which such Loans were made and, if to be converted into
Eurodollar Loans, the Interest Period to be initially applicable thereto.  The
Agent shall give each Bank prompt notice of any such proposed conversion
affecting any of its Loans.  Upon any such conversion, the proceeds thereof will
be deemed to be applied directly on the day of such conversion to prepay the
outstanding principal amount of the Loans being converted.

          1.07  PRO RATA BORROWINGS.  All Borrowings of A Term Loans, B Term
Loans and Revolving Loans under this Agreement shall be incurred from the Banks
PRO RATA on the basis of their respective A Term Loan Commitments, B Term Loan
Commitments and Revolving Loan Commitments, as the case may be.  It is
understood that no Bank shall be responsible for any default by any other Bank
of its obligation to make Loans hereunder and that each Bank shall be obligated
to make the Loans provided to be made by it hereunder regardless of the failure
of any other Bank to make its Loans hereunder.


                                       -6-
<PAGE>

          1.08  INTEREST.  (a)  The Borrower agrees to pay interest in respect
of the unpaid principal amount of each Base Rate Loan from the date of the
Borrowing thereof until the earlier of (i) the conversion of such Base Rate Loan
to a Eurodollar Loan pursuant to Section 1.06 and (ii) the maturity thereof
(whether by acceleration or otherwise), at a rate per annum which shall at all
times be equal to the sum of the Applicable Margin plus the Base Rate in effect
from time to time.

          (b)  The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date of the Borrowing thereof
until (i) the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to
Section 1.06, 1.09 or 1.10(b), as applicable, and (ii) the maturity thereof
(whether by acceleration or otherwise) at a rate per annum which shall, during
each Interest Period applicable thereto, be equal to the sum of the Applicable
Margin plus the Quoted Rate for such Interest Period.

          (c)  Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder
shall, in each case, bear interest at a rate per annum equal to the greater of
(x) the sum of (i) the Base Rate in effect from time to time, (ii) the
Applicable Margin applicable for Base Rate Loans of such Facility and (iii) 2%
and (y) the rate which is 2% in excess of the rate of interest then applicable
to such Loan, in each case with such interest to be payable on demand.

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

          (e)  Upon each Interest Determination Date, the Agent shall determine
the Quoted Rate for the Interest Period applicable to Eurodollar Loans to which
such Interest Determination Date relates and shall promptly notify the Borrower
and the Banks thereof.  Each such determination shall, absent manifest error, be
final and conclusive and binding on all parties hereto.

          1.09  INTEREST PERIODS.  At the time it gives any Notice of Borrowing
or Notice of Conversion in respect of the making of, or conversion into, a
Eurodollar Loan (in the case of the initial Interest Period applicable thereto)
or prior to 11:00 a.m. (New York time) on the third Business Day prior to the
expiration of an Interest Period applicable to such Eurodollar Loan (in the case
of any subsequent Interest Period), the Borrower shall have the right to elect,
by giving the Agent notice thereof, the interest period (each an


                                       -7-
<PAGE>

"Interest Period") applicable to such Eurodollar Loan, which Interest Period
shall, at the option of the Borrower, be a one, three or six-month period;
PROVIDED that:

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

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

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

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

          (v)  no Interest Period shall be selected which extends beyond (x) the
     A Term Loan Maturity Date, in the case of A Term Loans, (y) the B Term Loan
     Maturity Date, in the case of B Term Loans and (z) the Revolving Loan
     Maturity Date, in the case of Revolving Loans;

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

        (vii)  no Interest Period in respect of any Borrowing of A Term Loans or
     B Term Loans shall be selected which extends beyond any date upon which a
     Scheduled A Term Loan Repayment or Scheduled B Term Loan Repayment is
     required to be made if, after giving effect to the selection of such
     Interest Period, the aggregate principal amount of such A Term Loans or B
     Term Loans, as the case may be, maintained as Eurodollar Loans which have
     Interest Periods expiring after such date would exceed the aggregate
     principal amount of such A Term Loans or B Term Loans, as the case may be,
     permitted to be outstanding after giving effect to such Scheduled
     Repayment.


                                       -8-
<PAGE>

If upon the expiration of any Interest Period applicable to a Borrowing of
Eurodollar Loans, the Borrower has failed to elect, or is not permitted to
elect, a new Interest Period to be applicable to such Eurodollar Loans as
provided above, the Borrower shall be deemed to have elected to convert such
Eurodollar Loans into Base Rate Loans effective as of the expiration date of
such current Interest Period.

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

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

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

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

then, and in any such event, such Bank (or the Agent, in the case of clause (i)
above) shall promptly give notice (if by telephone, promptly confirmed in
writing) to the Borrower and,


                                       -9-
<PAGE>

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

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

          (c)  If any Bank shall have determined that after the date hereof, the
adoption or effectiveness of any applicable law or governmental rule,
regulation, order, guideline or request (whether or not having the force of law)
concerning capital adequacy, or any change in interpretation or administration
thereof by any governmental authority, central bank or comparable agency, will
have the effect of increasing the amount of capital required or expected to be
maintained by such Bank or any corporation controlling such Bank based on the
existence of such Bank's Commitments hereunder or its obligations hereunder,
then the Borrower shall pay to such Bank such additional amounts as shall be
required to compensate such Bank for the increased cost to such Bank or such
other corporation or the reduction in the rate of return to such Bank or such
other corporation as a result of such increase of capital.  In determining such
additional amounts, each Bank will act reasonably and in good faith and will use
averaging and attribution methods which are


                                      -10-
<PAGE>

reasonable; PROVIDED that such Bank's determination of compensation owing under
this Section 1.10(c) shall, absent manifest error, be final and conclusive and
binding on all the parties hereto.  Each Bank, upon determining that any
additional amounts will be payable pursuant to this Section 1.10(c), will give
prompt written notice thereof to the Borrower, which notice shall show in
reasonable detail the basis for calculation of such additional amounts, although
the failure to give any such notice shall not release or diminish any of the
Borrower's obligations to pay additional amounts pursuant to this Section
1.10(c).

          1.11  COMPENSATION.  The Borrower shall compensate each Bank, upon its
written request (which request shall set forth in reasonable detail the basis
for requesting such compensation), for all losses, expenses and liabilities
(including, without limitation, any loss, expense or liability incurred by
reason of the liquidation or reemployment of deposits or other funds required by
such Bank to fund its Eurodollar Loans) which such Bank may sustain:  (i) if for
any reason (other than a default by such Bank or the Agent) a Borrowing of, or
conversion from or into, Eurodollar Loans does not occur on a date specified
therefor in a Notice of Borrowing or Notice of Conversion (whether or not
withdrawn by the Borrower or deemed withdrawn pursuant to Section 1.10(a)); (ii)
if any repayment (including any repayment made pursuant to Section 4.02 or as a
result of an acceleration of the Loans pursuant to Section 10) or conversion of
any of its Eurodollar Loans occurs on a date which is not the last day of an
Interest Period with respect thereto; (iii) if any prepayment of any of its
Eurodollar Loans is not made on any date specified in a notice of prepayment
given by the Borrower; or (iv) as a consequence of (x) any other default by the
Borrower to repay its Loans when required by the terms of this Agreement or any
Note held by such Bank or (y) any election made pursuant to Section 1.10(b).  A
Bank's basis for requesting compensation pursuant to this Section, and a Bank's
calculations of the amount thereof, shall, absent manifest error, be final and
conclusive and binding on all the parties hereto.

          1.12  REPLACEMENT OF BANKS.  (x)  If any Bank becomes a Defaulting
Bank or otherwise defaults in its obligations to make Loans or fund Unpaid
Drawings or (y) if any Bank (other than the Agent) refuses to consent to certain
proposed changes, waivers, discharges or terminations with respect to this
Agreement which have been approved by the Required Banks as provided in Section
13.12(b), then the Borrower shall have the right, if no Default or Event of
Default then exists, to replace such Bank (the "Replaced Bank") with any other
Bank or with one or more Eligible Transferee or Transferees, none of whom shall
constitute a Defaulting Bank at the time of such replacement (collectively, the
"Replacement Bank") reasonably acceptable to the Agent and the Issuing Bank with
outstanding Letters of Credit (unless the respective Replacement Bank is not
acquiring any participations in outstanding Letters of Credit); PROVIDED that:

          (i)  at the time of any replacement pursuant to this Section 1.12, the
     Replacement Bank shall enter into one or more assignment agreements
     pursuant to


                                      -11-
<PAGE>

     Section 13.04(b) (and with all fees payable pursuant to said Section
     13.04(b) to be paid by the Replacement Bank) pursuant to which the
     Replacement Bank shall acquire all of the Commitments and outstanding Loans
     of, and participations in Letters of Credit by, the Replaced Bank and, in
     connection therewith, shall pay to (x) the Replaced Bank in respect thereof
     an amount equal to the sum of (A) an amount equal to the principal of, and
     all accrued interest on, all outstanding Loans of the Replaced Bank, (B) an
     amount equal to such Replaced Bank's Percentage of all Unpaid Drawings that
     have been funded by (and not reimbursed to) such Replaced Bank, together
     with all then unpaid interest with respect thereto at such time and (C) an
     amount equal to all accrued, but theretofore unpaid, Fees owing to the
     Replaced Bank pursuant to Section 3.01 hereof and (y) the Issuing Bank or
     Banks an amount equal to such Replaced Bank's Percentage of any Unpaid
     Drawing (which at such time remains an Unpaid Drawing) to the extent such
     amount was not theretofore funded by such Replaced Bank; and

         (ii)  all obligations of the Borrower owing to the Replaced Bank (other
     than those specifically described in clause (i) above in respect of which
     the assignment purchase price has been, or is concurrently being, paid)
     shall be paid in full by the Borrower to such Replaced Bank concurrently
     with such replacement.

Upon the execution of the respective assignment documentation, the payment of
amounts referred to in clauses (i) and (ii) above, recordation of the assignment
on the Register by the Agent pursuant to Section 8.15 and, if so requested by
the Replacement Bank, delivery to the Replacement Bank of the appropriate Notes
executed by the Borrower, the Replacement Bank shall become a Bank hereunder and
the Replaced Bank shall cease to constitute a Bank hereunder with respect to the
Loans and Commitments so transferred, except with respect to indemnification
provisions under this Agreement, which shall survive as to such Replaced Bank,
and the Percentages of the Banks shall be automatically adjusted at such time to
give effect to such replacement.

          Section 2.  LETTERS OF CREDIT.

          2.01  LETTERS OF CREDIT.  (a)  Subject to and upon the terms and
conditions herein set forth, the Borrower may request the Issuing Bank at any
time and from time to time after the Initial Borrowing Date and prior to the
date that is three Business Days prior to the Revolving Loan Maturity Date to
issue, for the account of the Borrower and for the benefit of any holder (or any
trustee, agent or other similar representative for any such holders) of L/C
Supportable Indebtedness, an irrevocable standby letter of credit in a form
customarily used by the Issuing Bank or in such other form as has been approved
by the Issuing Bank in support of said L/C Supportable Indebtedness (each such
letter of credit, a "Letter of Credit" and, collectively, the "Letters of
Credit").  All Letters of Credit shall be denominated in Dollars.


                                      -12-
<PAGE>

          (b)  The Issuing Bank hereby agrees that it will (subject to the terms
and conditions contained herein), at any time and from time to time after the
Initial Borrowing Date and prior to the date that is three Business Days prior
to the Revolving Loan Maturity Date, following its receipt of the respective
Letter of Credit Request, issue for the account of the Borrower one or more
Letters of Credit in support of such L/C Supportable Indebtedness as is
permitted to remain outstanding without giving rise to a Default or Event of
Default hereunder; PROVIDED, that the Issuing Bank shall be under no obligation
to issue any Letter of Credit if at the time of such issuance:

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

         (ii)  the Issuing Bank shall have received a notice of the type
     described in the second sentence of Section 2.03(b) from any Bank prior to
     the issuance of such Letter of Credit; or

        (iii)  a Bank Default exists, unless the Issuing Bank has entered into
     arrangements satisfactory to it and the Borrower to eliminate the Issuing
     Bank's risk with respect to the Bank which is the subject of the Bank
     Default, including by cash collateralizing such Bank's Percentage of the
     Letter of Credit Outstandings.

          (c)  Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of,
prior to the issuance of, the respective Letter of Credit) at such time, would
exceed either (x) $2,000,000 or (y) when added to the aggregate principal amount
of all Revolving Loans then outstanding, an amount equal to the lesser of (A)
the Total Revolving Loan Commitment then in effect (after giving effect to any
reductions to the Total Revolving Loan Commitment on such date) less the Blocked
Commitment then in effect or (B) the Borrowing Base then in effect, and (ii)
each Letter of Credit shall by its terms terminate on or before the earlier of
(x) the date which occurs 12 months after the date of the issuance thereof
(although any such Letter of Credit may be renewable for successive periods of
up to 12 months, but not beyond the date that is


                                      -13-
<PAGE>

three Business Days prior to the Revolving Loan Maturity Date, on terms
acceptable to the Issuing Bank) and (y) the date that is three Business Days
prior to the Revolving Loan Maturity Date.

          2.02  MINIMUM STATED AMOUNT.  The Stated Amount of each Letter of
Credit shall be not less than $50,000 or such lesser amount as is acceptable to
the Issuing Bank and at no time shall there be outstanding more than five
Letters of Credit.

          2.03  LETTER OF CREDIT REQUESTS.  (a)  Whenever the Borrower desires
that a Letter of Credit be issued for its account, the Borrower shall give the
Agent and the Issuing Bank at least 10 Business Days' (or such shorter period as
is acceptable to the Issuing Bank in any given case) written notice prior to the
proposed date of issuance (which shall be a Business Day).  Each notice shall be
in the form of Exhibit C (each a "Letter of Credit Request").

          (b)  The making of each Letter of Credit Request shall be deemed to be
a representation and warranty by the Borrower that such Letter of Credit may be
issued in accordance with, and will not violate the requirements of, Section
2.01(c).  Unless the Issuing Bank has received notice from any Bank before it
issues a Letter of Credit that one or more of the conditions specified in
Section 5 or 6, as the case may be, are not then satisfied, or that the issuance
of such Letter of Credit would violate Section 2.01(c), then the Issuing Bank
may issue the requested Letter of Credit for the account of the Borrower in
accordance with the Issuing Bank's usual and customary practices.

          2.04  LETTER OF CREDIT PARTICIPATIONS.  (a)  Immediately upon the
issuance by the Issuing Bank of any Letter of Credit, the Issuing Bank shall be
deemed to have sold and transferred to each Bank with a Revolving Loan
Commitment, other than the Issuing Bank (each such Bank, in its capacity under
this Section 2.04, a "Participant"), and each such Participant shall be deemed
irrevocably and unconditionally to have purchased and received from the Issuing
Bank, without recourse or warranty, an undivided interest and participation, to
the extent of such Participant's Percentage in such Letter of Credit, each
substitute letter of credit, each drawing made thereunder and the obligations of
the Borrower under this Agreement with respect thereto, and any security
therefor or guaranty pertaining thereto.  Upon any change in the Revolving Loan
Commitments of the Banks pursuant to Section 1.12 or 13.04, it is hereby agreed
that, with respect to all outstanding Letters of Credit and Unpaid Drawings,
there shall be an automatic adjustment to the participations pursuant to this
Section 2.04 to reflect the new Percentages of the assignor and assignee Bank or
of all Banks with Revolving Loan Commitments, as the case may be.

          (b)  In determining whether to pay under any Letter of Credit, the
Issuing Bank shall not have any obligation relative to the other Banks other
than to confirm that any documents required to be delivered under such Letter of
Credit appear to have been deliv-


                                      -14-
<PAGE>

ered and that they appear to comply on their face with the requirements of such
Letter of Credit.  Any action taken or omitted to be taken by the Issuing Bank
under or in connection with any Letter of Credit if taken or omitted in the
absence of gross negligence or willful misconduct, shall not create for the
Issuing Bank any resulting liability to the Borrower or any Bank.

          (c)  In the event that the Issuing Bank makes any payment under any
Letter of Credit and the Borrower shall not have reimbursed such amount in full
to the Issuing Bank pursuant to Section 2.05(a), the Issuing Bank shall promptly
notify the Agent, which shall promptly notify each Participant of such failure,
and each Participant shall promptly and unconditionally pay to the Agent for the
account of the Issuing Bank the amount of such Participant's Percentage of such
unreimbursed payment in Dollars and in same day funds.  If the Agent so
notifies, prior to 11:00 A.M. (New York time) on any Business Day, any
Participant required to fund a payment under a Letter of Credit, such
Participant shall make available to the Agent at the Payment Office of the Agent
for the account of the Issuing Bank in Dollars such Participant's Percentage of
the amount of such payment on such Business Day in same day funds.  If and to
the extent such Participant shall not have so made its Percentage of the amount
of such payment available to the Agent for the account of the Issuing Bank, such
Participant agrees to pay to the Agent for the account of the Issuing Bank,
forthwith on demand such amount, together with interest thereon, for each day
from such date until the date such amount is paid to the Agent for the account
of the Issuing Bank at the overnight Federal Funds Rate.  The failure of any
Participant to make available to the Agent for the account of the Issuing Bank
its Percentage of any payment under any Letter of Credit shall not relieve any
other Participant of its obligation hereunder to make available to the Agent for
the account of the Issuing Bank its Percentage of any Letter of Credit on the
date required, as specified above, but no Participant shall be responsible for
the failure of any other Participant to make available to the Agent for the
account of the Issuing Bank such other Participant's Percentage of any such
payment.

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

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


                                      -15-
<PAGE>

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

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

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

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

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

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

          2.05  AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS.  (a)  The Borrower
hereby agrees to reimburse the Issuing Bank, by making payment to the Agent in
immediately available funds at the Payment Office (or by making the payment
directly to the Issuing Bank at such location as may otherwise have been agreed
upon by the Borrower and the Issuing Bank), for any payment or disbursement made
by the Issuing Bank under any Letter of Credit (each such amount so paid until
reimbursed, an "Unpaid Drawing"), immediately after, and in any event on the
date of, such payment or disbursement, with interest on the amount so paid or
disbursed by the Issuing Bank, to the extent not reimbursed prior to 12:00 Noon
(New York time) on the date of such payment or disbursement, from and including
the date paid or disbursed to but excluding the date the Issuing Bank is
reimbursed by the Borrower therefor at a rate per annum which shall be (x)
unless a Bankruptcy Default exists on the date of the respective payment or
disbursement, for the period from and including the date of the respective
payment or disbursement until the earlier to occur of a Bankruptcy Default or
the date of receipt by the Borrower from the Issuing Bank or the Agent of
written or telephonic notice of such payment or disbursement,


                                      -16-
<PAGE>

the Base Rate in effect from time to time plus the Applicable Margin for
Revolving Loans maintained as Base Rate Loans at the time of such payment or
disbursement, and (y) from and including the date of the respective payment or
disbursement if a Bankruptcy Default then exists or, if a Bankruptcy Default
does not exist on the date of the respective payment or disbursement, from and
including the earlier to occur of the date upon which a Bankruptcy Default
subsequently occurs or the date of receipt by the Borrower from the Issuing Bank
or the Agent of written or telephonic notice of such payment or disbursement to
but excluding the date the Issuing Bank was reimbursed by the Borrower therefor,
the Base Rate in effect from time to time plus the Applicable Margin for
Revolving Loans maintained as Base Rate Loans plus 2%, in each case with such
interest to be payable on demand.  The Issuing Bank shall give the Borrower
prompt notice of each Drawing under any Letter of Credit; PROVIDED, that the
failure to give any such notice shall in no way affect, impair or diminish the
Borrower's obligations hereunder.

          (b)  The obligations of the Borrower under this Section 2.05 to
reimburse the Issuing Bank with respect to Unpaid Drawings (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which the Borrower may have or have had against any Bank (including in its
capacity as Issuing Bank or as Participant), including, without limitation, any
defense based upon the failure of any drawing under a Letter of Credit (each a
"Drawing") to conform to the terms of the Letter of Credit or any nonapplication
or misapplication by the beneficiary of the proceeds of such Drawing; PROVIDED,
HOWEVER, that the Borrower shall not be obligated to reimburse the Issuing Bank
for any wrongful payment made by the Issuing Bank under a Letter of Credit as a
result of acts or omissions constituting willful misconduct or gross negligence
on the part of the Issuing Bank.

          2.06  INCREASED COSTS.  If at any time after the date hereof the
Issuing Bank or any Participant determines that the introduction of or any
change in any applicable law, rule, regulation, order, guideline or request or
in the interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof, or compliance by the
Issuing Bank or any Participant, or any corporation controlling such Person,
with any request or directive by any such authority (whether or not having the
force of law), shall either (i) impose, modify or make applicable any reserve,
deposit, capital adequacy or similar requirement against letters of credit
issued by the Issuing Bank or participated in by any Participant, or (ii) impose
on the Issuing Bank or any Participant, or any corporation controlling such
Person, any other conditions relating, directly or indirectly, to this Agreement
or any Letter of Credit; and the result of any of the foregoing is to increase
the cost to the Issuing Bank or any Participant of issuing, maintaining or
participating in any Letter of Credit, or reduce the amount of any sum received
or receivable by the Issuing Bank or any Participant hereunder or reduce the
rate of return on its capital with respect to Letters of Credit, then, upon
demand to the Borrower by the Issuing Bank or any


                                      -17-
<PAGE>

Participant (a copy of which demand shall be sent by the Issuing Bank or such
Participant to the Agent), the Borrower shall pay to the Issuing Bank or such
Participant such additional amount or amounts as will compensate such Bank for
such increased cost or reduction in the amount receivable or reduction on the
rate of return on its capital.  The Issuing Bank or any Participant, upon
determining that any additional amounts will be payable pursuant to this Section
2.06, will give prompt written notice thereof to the Borrower, which notice
shall include a certificate submitted to the Borrower by the Issuing Bank or
such Participant (a copy of which certificate shall be sent by the Issuing Bank
or such Participant to the Agent), setting forth in reasonable detail the basis
for the calculation of such additional amount or amounts necessary to compensate
the Issuing Bank or such Participant, although failure to give any such notice
shall not release or diminish the Borrower's obligations to pay additional
amounts pursuant to this Section 2.06.  The certificate required to be delivered
pursuant to this Section 2.06 shall, absent manifest error, be final, conclusive
and binding on the Borrower.

          Section 3.  COMMITMENT COMMISSION; FEES; REDUCTIONS OF COMMITMENT.

          3.01  FEES.  (a)  The Borrower agrees to pay to the Agent for
distribution to each Bank with a Revolving Loan Commitment a commitment
commission (the "Commitment Commission") for the period from and including the
Initial Borrowing Date to and excluding the Revolving Loan Maturity Date (or
such earlier date as the Total Revolving Loan Commitment shall have been
terminated) computed at a rate for each day equal to 1/2 of 1% per annum on the
daily Unutilized Revolving Loan Commitment of such Bank.  Accrued Commitment
Commission shall be due and payable quarterly in arrears on each Quarterly
Payment Date and on the Revolving Loan Maturity Date or such earlier date upon
which the Total Revolving Loan Commitment is terminated.

          (b)  The Borrower agrees to pay to the Issuing Bank, for its own
account, a facing fee in respect of each Letter of Credit issued by the Issuing
Bank hereunder (the "Facing Fee"), for the period from and including the date of
issuance of such Letter of Credit to and including the date of termination of
such Letter of Credit, equal to 1/4 of 1% per annum of the daily Stated Amount
of such Letter of Credit; PROVIDED, that in no event shall the annual Facing Fee
with respect to each Letter of Credit be less than $500.  Accrued Facing Fees
shall be due and payable in arrears to the Issuing Bank in respect of each
Letter of Credit issued by it on each Quarterly Payment Date and upon the first
day after the termination of the Total Revolving Loan Commitment upon which no
Letters of Credit remain outstanding.

          (c)  The Borrower agrees to pay to the Agent for distribution to each
Bank with a Revolving Loan Commitment a fee in respect of each Letter of Credit
issued hereunder (the "Letter of Credit Fee"), for the period from and including
the date of issuance of such Letter of Credit to and including the date of
termination of such Letter of Credit,


                                      -18-
<PAGE>

computed at a rate per annum equal to 3-1/4% of the daily Stated Amount of such
Letter of Credit.  Letter of Credit Fees shall be distributed by the Agent to
the Banks on the basis of the respective Percentages as in effect from time to
time.  Accrued Letter of Credit Fees shall be due and payable quarterly in
arrears on each Quarterly Payment Date and upon the first day after the
termination of the Total Revolving Loan Commitment upon which no Letters of
Credit remain outstanding.

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

          (e)  The Borrower shall pay to the Agent, for its account, such other
fees as have been agreed to in writing by the Borrower or any of its Affiliates
and the Agent.

          3.02  VOLUNTARY TERMINATION OF UNUTILIZED COMMITMENTS.  (a)  Upon at
least three Business Days' prior written notice (or telephonic notice promptly
confirmed in writing) to the Agent at its Notice Office (which notice the Agent
shall promptly transmit to each of the Banks), the Borrower shall have the
right, without premium or penalty, to terminate the Total Unutilized Revolving
Loan Commitment, in whole or in part; PROVIDED, that (i) each such reduction
shall apply proportionately to reduce the Revolving Loan Commitment of each Bank
with such a Commitment, (ii) any partial reduction pursuant to this Section 3.02
shall be in integral multiples of at least $100,000 and (iii) the Total
Unutilized Revolving Loan Commitment shall not be reduced to an amount below the
Blocked Commitment, if any, at such time.

          (b)  In the event of certain refusals by a Bank as provided in Section
13.12(b) to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Banks, the Borrower may, upon five Business Days' written notice to the
Agent at its Notice Office (which notice the Agent shall promptly transmit to
each of the Banks) terminate all of the Revolving Loan Commitment of such Bank
so long as all Loans, together with accrued and unpaid interest, Fees and all
other amounts, owing to such Bank are repaid concurrently with the effectiveness
of such termination and the Borrower shall have paid to the Agent at such time
an amount of cash and/or Cash Equivalents equal to such Bank's applicable
Percentage of the Letter of Credit Outstandings (which cash and/or Cash
Equivalent shall be held by the Agent as security for the obligations of the
Borrower hereunder and in respect to the outstanding Letters of Credit pursuant
to a cash collateral agreement to be entered into in form and substance
reasonably satisfactory to the Agent) (at which time



                                      -19-
<PAGE>

Schedule I shall be deemed modified to reflect such changed amounts), and at
such time, unless the respective Bank continues to have outstanding Term Loans
hereunder, such Bank shall no longer constitute a "Bank" for purposes of this
Agreement, except with respect to indemnification and clawback provisions, under
this Agreement (including, without limitation, Sections 1.10, 1.11, 2.06, 4.04,
13.01 and 13.06), which shall survive as to such repaid Bank.

          3.03  MANDATORY REDUCTION OF COMMITMENTS.  (a)  The Total Commitment
(and the A Term Loan Commitment, the B Term Loan Commitment and the Revolving
Loan Commitment of each Bank with such a Commitment) shall terminate on August
14, 1996 unless the Initial Borrowing Date has occurred on or before such date.

          (b)  In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total A Term Loan Commitment (and the A Term Loan
Commitment of each Bank with such a Commitment) shall (i) terminate in its
entirety on the Initial Borrowing Date (after giving effect to the making of the
A Term Loans on such date) and (ii) prior to the termination of the Total A Term
Loan Commitment as provided in clause (i) above, be reduced from time to time to
the extent required by Section 4.02.

          (c)  In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total B Term Loan Commitment (and the B Term Loan
Commitment of each Bank with such a Commitment) shall (i) terminate in its
entirety on the Initial Borrowing Date (after giving effect to the making of the
B Term Loans on such date) and (ii) prior to the termination of the Total B Term
Loan Commitment as provided in clause (i) above, be reduced from time to time to
the extent required by Section 4.02.

          (d)  In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Revolving Loan Commitment (and the Revolving
Loan Commitment of each Bank with such a Commitment) shall be reduced at the
time any payment is required to be made on the principal amount of Revolving
Loans (or would be required to be made if Revolving Loans were then outstanding)
pursuant to Section 4.02(B)(a), by an amount equal to the maximum amount of
Revolving Loans that would be required to be repaid pursuant to
Section 4.02(B)(a) assuming that Revolving Loans were outstanding in an
aggregate principal amount equal to the Total Revolving Loan Commitment.

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

          (f)  Each reduction to the Total A Term Loan Commitment, the Total B
Term Loan Commitment and the Total Revolving Loan Commitment pursuant to this
Section 3.03 shall be applied proportionately to reduce the A Term Loan
Commitment, the


                                      -20-
<PAGE>

B Term Loan Commitment and the Revolving Loan Commitment, as the case may be, of
each Bank with such a Commitment

          Section 4.  PREPAYMENTS; PAYMENTS; TAXES.

          4.01  VOLUNTARY PREPAYMENTS.  The Borrower shall have the right to
prepay Loans, without premium or penalty, in whole or in part from time to time
on the following terms and conditions:  (i) the Borrower shall give the Agent
prior to 11:00 a.m. (New York time) at its Notice Office at least three Business
Days' prior written notice in the case of Eurodollar Loans and one Business
Day's prior written notice in the case of Base Rate Loans of the Borrower's
intent to prepay the Loans, whether such Loans are A Term Loans, B Term Loans or
Revolving Loans, the amount of such prepayment and the Types of Loans to be
prepaid and, in the case of Eurodollar Loans, the specific Borrowing or
Borrowings pursuant to which made, which notice the Agent shall promptly
transmit to each of the Banks; (ii) in the case of prepayments of less than all
of the outstanding Loans of a Tranche, each prepayment shall be in an aggregate
principal amount of at least the applicable Minimum Borrowing Amount and, if
greater, in integral multiples of $100,000; PROVIDED, that no partial prepayment
of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding
Eurodollar Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount applicable thereto; (iii) prepayments of Eurodollar
Loans made pursuant to this Section 4.01 may only be made on the last day of an
Interest Period applicable thereto; (iv) except as provided in clauses (v) and
(vi) below, each prepayment in respect of any Loans made pursuant to a Borrowing
shall be applied PRO RATA among such Loans; (v) in the event of certain refusals
by a Bank as provided in Section 13.12(b) to consent to certain proposed
changes, waivers, discharges or terminations with respect to this Agreement
which have been approved by the Required Banks, the Borrower may, upon 5
Business Days' written notice to the Agent at its Notice Office (which notice
the Agent shall promptly transmit to each of the Banks) repay all Loans,
together with accrued and unpaid interest, Fees, and other amounts owing to such
Bank (or owing to such Bank with respect to each Tranche which gave rise to the
need to obtain such Bank's individual consent) in accordance with said Section
13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any
Bank pursuant to this clause (v) the Revolving Loan Commitment of such Bank is
terminated concurrently with such repayment (at which time Schedule I shall be
deemed modified to reflect the changed Revolving Loan Commitments) and (B) the
consents required by Section 13.12(b) in connection with the repayment pursuant
to this clause (v) have been obtained; (vi) each prepayment of Term Loans
pursuant to this Section 4.01 (except pursuant to the preceding clause (v)) must
consist of a PRO RATA prepayment of A Term Loans (in an amount equal to the A TL
Percentage of such prepayment) and B Term Loans (in an amount equal to the B TL
Percentage of such prepayment) and (vii) each prepayment of A Term Loans and B
Term Loans pursuant to this Section 4.01 shall be applied to reduce the then
remaining Scheduled Repayments of the respective Tranche being repaid in inverse
order of maturity; PROVIDED,


                                      -21-
<PAGE>

that repayments of Term Loans pursuant to clause (v) of this Section 4.01 shall
apply to reduce the then remaining Scheduled Repayments of the respective
Tranche being repaid to the extent such Term Loans so repaid are not replaced
pursuant to Section 13.12(b), with any such reductions to reduce the then
remaining Scheduled Repayments on a PRO RATA basis.

          4.02  MANDATORY REPAYMENTS AND COMMITMENT REDUCTIONS.

          (A)  REQUIREMENTS:

          (a)  On any day on which the sum of the aggregate outstanding
principal amount of the Revolving Loans and Letter of Credit Outstandings at
such time, exceeds the Total Revolving Loan Commitment as then in effect less
the Blocked Commitment at such time, the Borrower shall prepay the principal of
Revolving Loans in an amount equal to such excess.  If, after giving effect to
the prepayment of all outstanding Revolving Loans, the aggregate amount of the
Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as
then in effect (the "Excess Condition"), the Borrower shall pay to the Agent at
its Payment Office on such date an amount of cash or Cash Equivalents equal to
the amount of such excess, such cash or Cash Equivalents to be held as security
for all Obligations of the Borrower hereunder in a cash collateral account to be
established and maintained (including the investments made pursuant thereto) by
the Agent pursuant to a cash collateral agreement in form and substance
reasonably satisfactory to the Agent until the Excess Condition shall have
terminated, whereupon the Agent shall return to the Borrower all amounts then
held as collateral under such agreement.

          (b)  If any Borrowing Base Certificate shall disclose the existence of
a Borrowing Base Deficiency, the Borrower shall on the date of the delivery
thereof in accordance with Section 8.01(k), repay the principal of Revolving
Loans in an amount equal to such Borrowing Base Deficiency and, to the extent
such Borrowing Base Deficiency exceeds the principal amount of then outstanding
Revolving Loans required to be prepaid (the "Deficiency Condition"), the
Borrower shall, pay an amount of cash or Cash Equivalents equal to such excess
to the Agent at the Payment Office, such cash or Cash Equivalents to be held as
security for all Obligations of the Borrower hereunder in a cash collateral
account established and maintained (including the investments made pursuant
thereto) by the Agent pursuant to a cash collateral agreement in form and
substance reasonably satisfactory to the Agent until the Deficiency Condition
shall have terminated whereupon the Agent shall return to the Borrower all
amounts then held as collateral under such agreement.

          (c)  In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, the Borrower shall be required to
repay on each date set forth below the principal amount of A Term Loans, to the
extent then outstanding, set


                                      -22-
<PAGE>

forth below opposite such date (each such repayment as the same may be reduced
as provided in Sections 4.01 and 4.02(B), a "Scheduled A Term Loan Repayment"):

      Scheduled Repayment Date                                  Amount
      ------------------------                                  ------

September 30 and December 31, 1996                           $ 750,000

March 31, June 30, September 30                                875,000
and December 31, 1997

March 31, June 30, September 30                              1,000,000
and December 31, 1998

March 31, June 30, September 30                              1,000,000
and December 31, 1999

A Term Loan Maturity Date                                    1,000,000

          (d)  In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, the Borrower shall be required to
repay on each date set forth below the principal amount of B Term Loans, to the
extent then outstanding, set forth below opposite such date (each such repayment
as the same may be reduced as provided in Sections 4.01 and 4.02(B), a
"Scheduled B Term Loan Repayment" and together with the Scheduled A Term Loan
Repayments, the "Scheduled Repayments"):

      Scheduled Repayment Date                                  Amount
      ------------------------                                  ------

September 30 and December 31, 1996                            $ 75,000

March 31, June 30, September 30                                 75,000
and December 31, 1997

March 31, June 30, September 30                                 75,000
and December 31, 1998

March 31, June 30, September 30                                125,000
and December 31, 1999


                                      -23-
<PAGE>

March 31, June 30, September 30                                968,750
and December 31, 2000

March 31, June 30, September 30                              1,362,500
and December 31, 2001

B Term Loan Maturity Date                                    1,425,000

          (e)  In addition to any other mandatory repayments or commitment 
reductions pursuant to this Section 4.02, on the date of the receipt thereof by 
the Borrower or any of its Subsidiaries, an amount equal to:

          (i)  100% of the cash proceeds (net of underwriting discounts and
     commissions and all other reasonable costs associated with such
     transaction) (the "Net Cash Proceeds") from any sale or issuance after the
     Effective Date of equity of the Borrower or any Subsidiary of the Borrower
     (other than equity (x) permitted to be issued in connection with the Newco
     Capital Contribution, (y) issued upon the exercise of employee stock
     options under the Borrower's option plan as in effect on the Effective Date
     or (z) issued upon the exercise of warrants outstanding on the Effective
     Date, provided that the aggregate Net Cash Proceeds in the case of any
     issuance pursuant to clause (z) shall not exceed $50,000 or $100,000 for
     all such issuances), and

         (ii)  100% of the cash proceeds (net of underwriting discounts and
     commissions, loan fees and all other reasonable costs associated with such
     transaction) from any incurrence of any Indebtedness by the Borrower or any
     Subsidiary of the Borrower (other than Indebtedness permitted to be
     incurred pursuant to Section 9.05 as said Section is in effect on the
     Effective Date),

shall be applied as provided in Section 4.02(B).

          (f)  In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, no later than 90 days after the last
day of each fiscal year of the Borrower, an amount equal to 75% of Excess Cash
Flow of the Borrower and its Subsidiaries for the relevant Excess Cash Flow
Payment Period shall be applied as provided in Section 4.02(B).

          (g)  In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date after the Effective Date
on which the Borrower or any Subsidiary of the Borrower receives cash proceeds
from any sale of assets (including capital stock and securities other than
capital stock or securities the proceeds from the sale of which are recaptured
under Section 4.02(A)(e) (or would be recaptured


                                      -24-
<PAGE>

under Section 4.02(A)(e) but for the exclusions set forth in the parenthetical
contained in clause (i) thereof), but excluding (i) sales of inventory in the
ordinary course of business and (ii) sales of equipment which, in the reasonable
judgment of the Borrower has become obsolete, worn out or uneconomic, in the
ordinary course of business, the proceeds of which are used, or irrevocably
committed, to purchase replacement equipment within 180 days from the date of
sale so long as the aggregate amount of Net Sale Proceeds excluded pursuant to
this clause (ii) does not exceed $300,000 in the aggregate in any fiscal year of
the Borrower), an amount equal to 100% of the Net Sale Proceeds thereof shall be
applied as provided in Section 4.02(B).

          (h)  In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date after the Effective Date
of the receipt thereof by the Borrower or any Subsidiary of the Borrower, an
amount equal to 100% of the cash proceeds of any Recovery Event (net of
reasonable costs incurred in connection with such Recovery Event (including the
estimated marginal increase in income taxes which will be payable as a result of
such Recovery Event by the Borrower or any Subsidiary of the Borrower and
repayments of Indebtedness which are required to be made with the proceeds of
such Recovery Event)) shall be applied as provided in Section 4.02(B); PROVIDED,
that (x) so long as no Default or Event of Default then exists and such proceeds
are not in excess of $250,000 for any one occurrence and $1,000,000 for all
occurrences, such proceeds shall not be required to be so applied on such date
to the extent that the Borrower delivers a certificate to the Agent on or prior
to such date stating that such proceeds shall be (or are committed to be) used
to replace or restore any properties or assets in respect of which such proceeds
were paid within a period specified in such certificate not to exceed 120 days
after the date of receipt of such proceeds (which certificate shall set forth
estimates of the proceeds to be so expended), and (y) (i) if the amount of such
proceeds from any such Recovery Event exceeds $250,000 then the entire amount of
proceeds from such Recovery Event shall be applied as provided in Section
4.02(B) and if the amount of such proceeds from any such Recovery Event, when
aggregated with the total amount of all such proceeds from all Recovery Events
occurring prior to such Recovery Event, exceeds $1,000,000 (excluding any
amounts from any Recovery Events previously applied pursuant to Section
4.02(B)), then the amount by which the amount of proceeds from all Recovery
Events (including the Recovery Event for which the determination is being made)
exceeds $1,000,000 shall be applied as provided in Section 4.02(B), and (ii) if
all or any portion of such proceeds not so applied pursuant to Section 4.02(B)
are not so used (or committed to be used) within the period specified in the
relevant certificate furnished pursuant to the preceding clause (x), such
remaining portion shall be applied on the last day of such specified period as
provided in Section 4.02(B); PROVIDED, FURTHER that with respect to cash
proceeds received by the Borrower or any of its Subsidiaries in connection with
(1) Recovery Events with respect to the IRB Property, such proceeds shall only
be required to be applied pursuant to this Agreement to the extent not required
to be applied otherwise by the Gilford IRB Mortgage and (2) Recovery Events with
respect to a leasehold


                                      -25-
<PAGE>

interest, such proceeds shall only be required to be applied pursuant to this
Agreement to the extent not required to be applied otherwise by the applicable
lease.

          (B)  APPLICATION:

          (a)  Each mandatory repayment of Loans pursuant to Section 4.02(A)(e)
through (h), inclusive, shall be applied:

          (i)  first, to prepay the principal of outstanding A Term Loans and B
     Term Loans, on a PRO RATA basis, with the A Term Loans to receive the A TL
     Percentage and the B Term Loans to receive the B TL Percentage, in each
     case of the total amount to be applied as a mandatory repayment of Term
     Loans pursuant to this Section 4.02(B)(a)(i), and which prepayments of such
     Tranche of Term Loans shall be applied to reduce the then remaining
     Scheduled A Term Loan Repayments and Scheduled B Term Loan Repayments, as
     the case may be, in inverse order of maturity after giving effect to all
     prior reductions thereto;

         (ii)  second, to prepay the principal of outstanding Revolving Loans
     (with a corresponding reduction to the Total Revolving Loan Commitment);

        (iii)  third, to cash collateralize Letter of Credit Outstandings by
     depositing cash in a cash collateral account to be established and
     maintained by the Agent pursuant to a cash collateral agreement in form and
     substance reasonably satisfactory to the Agent in an amount equal to such
     Letter of Credit Outstandings (it being understood that the Total Revolving
     Loan Commitment shall be reduced by the amount of cash collateral required
     to be deposited pursuant to this clause (iii)); and

         (iv)  fourth, to reduce the remaining (I.E., after giving effect to all
     prior reductions thereto, including, without limitation, to the reductions
     theretofore effected pursuant to the preceding clauses (ii) and (iii))
     Total Revolving Loan Commitment (it being understood and agreed that the
     amount of such reduction shall be deemed to be an application of proceeds
     for purposes of this Section 4.02(B)(a)(iv) even though cash is not
     actually applied).

          (b)  With respect to each repayment of Loans required by this Section
4.02, the Borrower may designate the Types of Loans which are to be repaid and,
in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the
respective Tranche pursuant to which made; PROVIDED, that:  (i) repayments of
Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day
of an Interest Period applicable thereto unless all Eurodollar Loans of the
respective Tranche with Interest Periods ending on such date of required
repayment and all Base Rate Loans of the respective Tranche have been paid in
full; (ii) if any repayment of Eurodollar Loans made pursuant to a single
Borrowing shall reduce


                                      -26-
<PAGE>

the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount
less than the applicable Minimum Borrowing Amount, such Borrowing shall
immediately be converted into Base Rate Loans; and (iii) each repayment of any
Loans made pursuant to a single Borrowing shall be applied PRO rata among such
Loans.  In the absence of a designation by the Borrower as described in the
preceding sentence, the Agent shall, subject to the above, make such designation
in its sole discretion.

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

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

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


                                      -27-
<PAGE>

to or on behalf of such Bank pursuant to the preceding sentence and in respect
of any amounts paid to or on behalf of such Bank pursuant to this sentence.  The
Borrower will furnish to the Agent within 45 days after the date the payment of
any Taxes is due pursuant to applicable law certified copies of tax receipts
evidencing such payment by the Borrower. The Borrower agrees to indemnify and
hold harmless each Bank, and reimburse such Bank upon its written request, for
the amount of any Taxes so levied or imposed and paid by such Bank.

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


                                      -28-
<PAGE>

from such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section 4.04(a) hereof to gross-up payments to be made to a Bank in
respect of income or similar taxes imposed by the United States if (I) such Bank
is not a United States person (defined as provided above) and has not provided
to the Borrower the Internal Revenue Service Forms required to be provided to
the Borrower pursuant to this Section 4.04(b) or (II) in the case of a payment,
other than interest, to a Bank described in clause (ii) above, to the extent
that such forms do not establish a complete exemption from withholding of such
taxes.  Notwithstanding anything to the contrary contained in the preceding
sentence or elsewhere in this Section 4.04, the Borrower agrees to pay any
additional amounts and to indemnify each Bank in the manner set forth in Section
4.04(a) (without regard to the identity of the jurisdiction requiring the
deduction or withholding) in respect of any amounts deducted or withheld by it
as described in the immediately preceding sentence as a result of any changes
after the Effective Date in any applicable law, treaty, governmental rule,
regulation, guideline or order, or in the interpretation thereof, relating to
the deducting or withholding of income or similar Taxes.

          Section 5.  CONDITIONS PRECEDENT TO LOANS ON THE INITIAL BORROWING
DATE.  The obligation of each Bank to make Loans on the Initial Borrowing Date
is subject at the time of such Loans to the satisfaction of the following
conditions:

          5.01  EXECUTION OF AGREEMENT; NOTES.  On or prior to the Initial
Borrowing Date (i) the Effective Date shall have occurred and (ii) there shall
have been delivered to the Agent for the account of each of the Banks the
appropriate A Term Loan, B Term Note or Revolving Note executed by the Borrower,
in each case in the amount, maturity and as otherwise provided herein.

          5.02  OFFICER'S CERTIFICATE.  On the Initial Borrowing Date, the Agent
shall have received a certificate dated the Initial Borrowing Date signed on
behalf of the Borrower by the President, any Executive Vice President or any
Vice President of the Borrower stating that all of the conditions in Sections
5.06, 5.07, 5.11, 5.12, 5.16, 6.01, 6.02 and 6.03 have been satisfied on such
date.

          5.03  OPINIONS OF COUNSEL.  On the Initial Borrowing Date, the Agent
shall have received (i) from Elliot N. Konopko, general counsel to the Borrower
and its Subsidiaries, an opinion addressed to the Agent, the Collateral Agent
and each of the Banks and dated the Initial Borrowing Date covering the matters
set forth in Exhibit D, (ii) from counsel rendering such opinions, reliance
letters with respect to all legal opinions delivered in connection with the
Acquisition which shall be addressed to the Agent and each of the Banks and
dated the Initial Borrowing Date, and be in form and substance satisfactory to
the Agent and the Required Banks and (iii) from local counsel satisfactory to
the Agent, opinions each of which shall be in form and substance satisfactory to
the Agent and the Required Banks and shall cover the perfection of the security
interests granted pursuant to


                                      -29-
<PAGE>

the Security Agreement and the Mortgages and such other matters incidental to
the transactions contemplated herein as the Agent shall reasonably request.

          5.04  CORPORATE DOCUMENTS; PROCEEDINGS.  (a)  On the Initial Borrowing
Date, the Agent shall have received from each Credit Party a certificate, dated
the Initial Borrowing Date, signed by the President or any Vice President of
such Credit Party, and attested to by the Secretary or any Assistant Secretary
of such Credit Party, in the form of Exhibit E with appropriate insertions,
together with copies of the Certificate of Incorporation and By-Laws of such
Credit Party and the resolutions of such Credit Party referred to in such
certificate, and the foregoing shall be acceptable to the Agent and the Required
Banks in their sole discretion.

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

          5.05  EMPLOYEE BENEFIT PLANS; SHAREHOLDERS' AGREEMENTS; MANAGEMENT
AGREEMENTS; EMPLOYMENT AGREEMENTS; COLLECTIVE BARGAINING AGREEMENTS; DEBT
AGREEMENTS; TAX SHARING AGREEMENTS; MATERIAL CONTRACTS.  On or prior to the
Initial Borrowing Date, there shall have been delivered to the Agent true and
correct copies, certified as true and complete by an appropriate officer of the
Borrower, of:

          (i)  all 401(K) plans of the Borrower or any Subsidiary of the
     Borrower;

         (ii)  all agreements entered into by the Borrower or any Subsidiary of
     the Borrower governing the terms and relative rights of its capital stock
     and any agreements entered into by shareholders relating to any such entity
     with respect to their capital stock (collectively, the "Shareholders'
     Agreements");

        (iii)  all agreements with members of, or with respect to the, senior
     management of the Borrower or any Subsidiary of the Borrower other than
     Employment Agreements (collectively, the "Management Agreements");

         (iv)  any employment agreements entered into by the Borrower or any
     Subsidiary of the Borrower (collectively, the "Employment Agreements");


                                      -30-
<PAGE>

          (v)  all collective bargaining agreements applying or relating to any
     employee of the Borrower or any Subsidiary of the Borrower (collectively,
     the "Collective Bargaining Agreements");

         (vi)  all agreements evidencing or relating to Indebtedness of the
     Borrower or any Subsidiary of the Borrower for borrowed money
     (collectively, the "Debt Agreements");

        (vii)  all tax sharing, tax allocation and other similar agreements
     entered into by the Borrower or any Subsidiary of the Borrower
     (collectively, the "Tax Sharing Agreements");

       (viii)  all material contracts and licenses of the Borrower or any of its
     Subsidiaries (collectively, the "Material Contracts"); and

         (ix)  all contracts, agreements or understandings entered into between
     the Borrower or any of its Subsidiaries, on the one hand, and any of its
     Affiliates on the other hand (collectively, the "Affiliate Contracts");

all of which Employee Benefit Plans, Shareholders' Agreements, Management
Agreements, Employment Agreements, Collective Bargaining Agreements, Debt
Agreements, Tax Sharing Agreements, Material Contracts and Affiliate Contracts
shall be in form and substance reasonably satisfactory to the Agent and the
Required Banks and shall be in full force and effect on the Initial Borrowing
Date.

          5.06  CONSUMMATION OF THE ACQUISITION; CONSUMMATION OF THE MERGER.
(a)  On or prior to the Initial Borrowing Date, there shall have been delivered
to the Banks true and correct copies of all Acquisition Documents and Merger
Documents, and all terms and provisions of such Acquisition Documents and Merger
Documents shall be in form and substance satisfactory to the Agent and the
Required Banks and shall not have been amended without the consent of the Agent
and the Required Banks.  The Acquisition and the Merger, including all of the
terms and conditions thereof, shall have been duly approved by the board of
directors and (if required by applicable law) the shareholders of the parties
thereto, and all Acquisition Documents and Merger Documents shall have been duly
executed and delivered by the parties thereto and shall be in full force and
effect.  The representations and warranties set forth in the Acquisition
Documents and Merger Documents shall be true and correct in all material
respects as if made on and as of the Initial Borrowing Date.  Each of the
conditions precedent to the consummation of the Acquisition and the Merger as
set forth in the Acquisition Documents and Merger Documents shall have been
satisfied to the satisfaction of the Agent and the Required Banks or waived with
the consent of the Agent and the Required Banks, and the Acquisition shall have
been consummated in accordance with all applicable law and the Acquisition
Documents (without giving effect


                                      -31-
<PAGE>

to any amendment or modification thereof or waiver with respect thereto unless
consented to by the Agent or the Required Banks).  The total consideration paid
in connection with the Acquisition (including, without limitation, all payments
arising from change of control provisions and severance provisions and all
payments in connection with options and similar securities) shall not exceed
$4,850,000.

          (b)  Promptly following the consummation of the Acquisition, but in
any event on or prior to the initial Credit Event, Newco shall consummate the
Merger in accordance with the Merger Documents and all applicable laws.
Additionally, on or prior to the Initial Borrowing Date, the certificate of
ownership and merger or the certificate of merger, as the case may be, with
respect to the Merger shall have been filed with the Secretary of State of the
State of Delaware and a copy thereof shall be delivered to the Banks.

          5.07  PLEDGE AGREEMENT.  On the Initial Borrowing Date, each Credit
Party shall have duly authorized, executed and delivered a Pledge Agreement
substantially in the form of Exhibit F (as modified, supplemented or amended
from time to time, the "Pledge Agreement") and shall have delivered to the
Collateral Agent, as pledgee thereunder, all of the Pledged Securities referred
to therein then owned by each such Credit Party (x) endorsed in blank in the
case of promissory notes constituting Pledged Securities and (y) together with
executed and undated irrevocable stock powers, in the case of capital stock
constituting Pledged Securities, and the Pledge Agreement and such other
documents shall be in full force and effect.

          5.08  SECURITY AGREEMENT; BANKING ARRANGEMENTS.  (a)  On the Initial
Borrowing Date, each Credit Party shall have duly authorized, executed and
delivered a Security Agreement in the form of Exhibit G-1 (as modified,
supplemented or amended from time to time, the "Security Agreement") covering
all of such Credit Party's present and future Security Agreement Collateral, in
each case together with:

          (i)  proper Financing Statements (Form UCC-1 or such other financing
     statements or similar notices as shall be required by local law) fully
     executed for filing under the UCC or other appropriate filing offices of
     each jurisdiction as may be necessary or, in the opinion of the Collateral
     Agent, desirable to perfect the security interests purported to be created
     by the Security Agreement;

         (ii)  certified copies of Requests for Information or Copies (Form UCC-
     11), or equivalent reports, listing all judgment liens, tax liens or
     effective financing statements that name the Borrower or any of its
     Subsidiaries (including PAI), or a division or other operating unit of any
     such Person, as debtor and that are filed in the jurisdictions referred to
     in said clause (i), together with copies of such other financing statements
     (none of which shall cover the Collateral except to the extent evidencing
     Permitted Liens or for which the Collateral Agent shall receive termina-


                                      -32-
<PAGE>

     tion statements (Form UCC-3 or such other termination statements as shall
     be required by local law) fully executed for filing);

        (iii)  evidence of the completion of all other recordings and filings
     of, or with respect to, the Security Agreement as may be necessary or, in
     the opinion of the Collateral Agent, desirable to perfect the security
     interests intended to be created by such Security Agreement; and

         (iv)  evidence that all other actions necessary or, in the opinion of
     the Collateral Agent, desirable to perfect and protect the security
     interests purported to be created by the Security Agreement have been
     taken;

and the Security Agreement and such other documents shall be in full force and
effect.

          (b)  On the Initial Borrowing Date, the Borrower and each of its
Material Subsidiaries shall have duly authorized, executed and delivered a Bank
Deposit Account Consent Letter substantially in the form of Exhibit G-2 hereto,
with such changes, if any, as may be approved by the Collateral Agent (each as
modified, amended or supplemented from time to time in accordance with the terms
thereof and hereof, a "Bank Deposit Account Consent Letter") with the Collateral
Agent and the banking institutions listed on Part A of Schedule IV hereto (each
a "Deposit Bank"), acknowledging that each checking, savings or other deposit
account listed on Part A of Schedule IV maintained at such Deposit Bank (each a
"Bank Deposit Account") is under the exclusive dominion and control of the
Collateral Agent and that all moneys, instruments and other securities deposited
in such Bank Deposit Account are to be held by the Deposit Bank for the benefit
of the Collateral Agent.

          (c)  On the Initial Borrowing Date, the Borrower and each of its
Material Subsidiaries shall have duly authorized, executed and delivered a
Concentration Account Consent Letter substantially in the form of Exhibit G-3
hereto, with such changes, if any, as may be approved by the Collateral Agent
(each as modified, amended or supplemented from time to time in accordance with
the terms thereof and hereof, a "Concentration Account Consent Letter") with the
Collateral Agent and the Concentration Account Bank, acknowledging that the
Concentration Account listed on Part B of Schedule IV maintained at the
Concentration Account Bank is under the exclusive dominion and control of the
Collateral Agent and that all moneys, instruments and other securities deposited
in such Concentration Account are to be held by the Concentration Account Bank
for the benefit of the Collateral Agent.

          5.09  MORTGAGE; TITLE INSURANCE; SURVEYS; ETC.  On the Initial
Borrowing Date, the Collateral Agent shall have received:


                                      -33-
<PAGE>

          (a)  fully executed counterparts of a mortgage or deed to secure debt
     or similar documents in form and substance satisfactory to the Agent (as
     may be amended, modified or supplemented from time to time in accordance
     with the terms hereof and thereof, each, a "Mortgage" and collectively,
     "Mortgages"), which Mortgages shall cover such of the Real Property owned
     by the Borrower or any of its Subsidiaries (after giving effect to the
     Transaction) as designated on Schedule II (each, a "Mortgaged Property" and
     collectively, the "Mortgaged Properties"), together with evidence that
     counterparts of the Mortgages have been delivered to the title insurance
     company insuring the Lien of the Mortgages for recording in all places to
     the extent necessary or, in the opinion of the Collateral Agent, desirable
     to effectively create a valid and enforceable first priority mortgage lien
     on each Mortgaged Property in favor of the Collateral Agent (or such other
     trustee as may be required or desired under local law) for the benefit of
     the Secured Creditors;

          (b)  mortgagee title insurance policies in connection with the
     Mortgaged Properties issued by title insurers satisfactory to the Agent and
     the Required Banks, (the "Mortgage Policies") in amounts satisfactory to
     the Agent and the Required Banks assuring the Collateral Agent that the
     respective Mortgages on such Mortgaged Properties are valid and enforceable
     first priority mortgage liens on the respective Mortgaged Properties, free
     and clear of all defects and encumbrances except Permitted Encumbrances and
     such Mortgage Policies shall otherwise be in form and substance
     satisfactory to the Agent and the Required Banks and shall include, as
     appropriate, an endorsement for future advances under this Agreement, the
     Notes and the Mortgages and for any other matter that the Agent or the
     Required Banks in their discretion may reasonably request, shall not
     include an exception for mechanics' liens, and shall provide for
     affirmative insurance and such reinsurance (including direct access
     agreements) as the Agent or the Required Banks in their discretion may
     reasonably request; and

          (c)  surveys in form and substance reasonably satisfactory to the
     Collateral Agent of each Mortgaged Property dated a recent date acceptable
     to the Collateral Agent, certified in a manner satisfactory to the
     Collateral Agent by a licensed professional surveyor satisfactory to the
     Collateral Agent.

          5.10  SUBSIDIARIES GUARANTY.  On the Initial Borrowing Date, each
Material Subsidiary of the Borrower shall have duly authorized, executed and
delivered a guaranty in the form of Exhibit H (as modified, supplemented or
amended from time to time, the "Subsidiaries Guaranty") and the Subsidiaries
Guaranty shall be in full force and effect.

          5.11  MATERIAL ADVERSE CHANGE, ETC.  Since April 30, 1995, nothing
shall have occurred (and the Banks shall have become aware of no facts or
conditions not previously known) which the Agent or the Required Banks shall
determine (a) could reasonably


                                      -34-
<PAGE>

be expected to have a material adverse effect on the rights or remedies of the
Banks or the Agent, or on the ability of the Borrower or any of its Subsidiaries
to perform their obligations to the Agent and the Banks under this Agreement or
any other Credit Document, (b) could reasonably be expected to have a materially
adverse effect on the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole or (c) indicates
the inaccuracy in any material respect of the information previously provided to
the Agent or the Banks (taken as a whole) in connection with their analysis of
the transactions contemplated hereby or indicates that the information
previously provided omitted to disclose any material information.

          5.12  LITIGATION.  On the Initial Borrowing Date, no litigation by any
entity (private or governmental) shall be pending or threatened with respect to
this Agreement, any other Document or any documentation executed in connection
herewith or with respect to the transactions contemplated hereby, or which the
Agent or Required Banks shall determine could reasonably be expected to have a
materially adverse effect on the Transaction or on the performance, business,
assets, nature of assets, liabilities, operations, properties, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole.

          5.13  FEES, ETC.  On the Initial Borrowing Date, the Borrower shall
have paid in full to the Agent and the Banks all costs, fees and expenses
(including, without limitation, all legal fees and expenses) payable to the
Agent and the Banks to the extent then due pursuant hereto or as otherwise
agreed between the Borrower or any Affiliate of the Borrower and the Agent.

          5.14  SOLVENCY CERTIFICATE; ENVIRONMENTAL ANALYSES.  On the Initial
Borrowing Date, the Borrower shall cause to be delivered to the Agent:

          (i)  a solvency certificate from Raymond F. Kunzmann, in the form of
     Exhibit I hereto, which shall be addressed to the Agent and each of the
     Banks and dated the Initial Borrowing Date and in form and substance
     satisfactory to the Agent and the Required Banks, setting forth the
     conclusion that, after giving effect to the Transaction and the incurrence
     of all financings contemplated herein, the Borrower and its Subsidiaries
     (on a consolidated basis) and PAI and its Subsidiaries (on a consolidated
     basis), are not insolvent and will not be rendered insolvent by the
     Indebtedness incurred in connection herewith, will not be left with
     unreasonably small capital with which to engage in their respective
     businesses and will not have incurred debts beyond their ability to pay
     such debts as they mature and become due; and


                                      -35-
<PAGE>

         (ii)  (1) environmental and hazardous substance analyses reports from
     Enviro-Sciences, Inc., dated April 1996, and (2) an environmental study and
     report performed by the National Jewish Center of Colorado, dated April 25,
     1995, as supplemented on January 24, 1996, each of which shall be in scope,
     and in form and substance, acceptable to the Agent and the Required Banks,
     together with reliance letters in form and substance satisfactory to the
     Agent and the Required Banks.

          5.15  INSURANCE POLICIES.  On the Initial Borrowing Date, the Agent
shall have received analyses and evidence (including, without limitation,
certificates with respect to each insurance policy listed in Schedule V and,
with respect to all casualty insurance, naming the Collateral Agent on behalf of
the Secured Creditors, as mortgagee/secured party and loss payee, and with
respect to all liability policies, naming the Collateral Agent, the Agent and
each Bank as an additional insured, and in all cases stating that such insurance
shall not be cancelled or revised without 30 days' prior written notice by the
insurer to the Agent) of insurance complying with the requirements of Section
8.03 for the business and properties of the Borrower and each Subsidiary of the
Borrower (including, without limitation, PAI), in form and substance
satisfactory to the Agent and the Required Banks.

          5.16  APPROVALS.  All necessary governmental and third party approvals
in connection with the Transaction and the transactions contemplated by the
Documents and otherwise referred to herein or therein (including, but not
limited to, those approvals required in respect of existing permits, landlord
consents and transfers of contract rights) shall have been obtained and remain
in effect, and all applicable waiting periods shall have expired without any
action being taken by any competent authority which restrains, prevents or
imposes, in the sole judgment of the Agent or the Required Banks, adverse
conditions upon the consummation of the Transaction or the other transactions
contemplated by the Documents and otherwise referred to herein or therein.
Additionally, there shall not exist any judgment, order, injunction or other
restraint issued or filed or a hearing seeking injunction relief or other
restraint pending or notified prohibiting or imposing materially adverse
conditions upon the consummation of the Transaction, the transactions
contemplated by the Documents, the making of the Loans or the issuance of
Letters of Credit.

          5.17  CAPITAL CONTRIBUTION, INTERCOMPANY LOAN.  (a)  On the Initial
Borrowing Date, Newco shall have received (or shall concurrently with the
initial Credit Event have received) from the Borrower (i) cash in an amount of
at least $1,000 in return for the issuance of Newco Common Stock and (ii) cash
in an amount of at least $16,895,353.34 in return for the issuance by Newco of
an intercompany promissory note in the form of Exhibit N hereto (clauses (i) and
(ii) being referred to, collectively, as the "Newco Capital Contribution"),
which Newco Common Stock and intercompany promissory note shall be pledged by
the Borrower as Collateral pursuant to the Pledge Agreement.  On or prior to the
Initial Borrowing Date, each Bank shall have received copies of Newco's
Certificate of


                                      -36-
<PAGE>

Incorporation and all agreements entered into, or proposed to be entered into,
in respect of the issuance of the Newco Common Stock, duly authorized, executed
and delivered by the parties thereto and shall be in full force and effect and
in form and substance satisfactory to the Agent and the Required Banks.

          (b)  On the Initial Borrowing Date, Newco shall have used the proceeds
in Section 5.17(a) to make payments owing in connection with the Transaction.

          5.18  FINANCIAL STATEMENTS; PROJECTIONS; MANAGEMENT LETTERS.  (a)  On
or prior to the Initial Borrowing Date, the Banks shall have received (i) the
consolidated balance sheet of PAI as at April 30, 1995, 1994 and 1993, and the
related statements of earnings and cash flows of PAI for the fiscal periods
ended as of said dates, which have been examined by McGladrey & Pullen LLP, who
delivered unqualified opinions in respect thereto, (ii) the consolidated balance
sheet of the Borrower as at December 31, 1995, 1994 and 1993, and the related
statements of earnings and cash flows for the fiscal periods ended as of said
dates, which have been examined by Arthur Andersen LLP, who delivered
unqualified opinions in respect thereto and (iii) the pro forma (after giving
effect to the Transaction and the related financing thereof) consolidated
balance sheet of the Borrower as at February 29, 1996, which financial
statements shall be prepared in accordance with United States generally accepted
accounting principles (except as provided in the notes thereto) and shall be in
form and substance satisfactory to the Agent and the Required Banks, and shall
not disclose any material adverse differences in the business, properties,
assets, liabilities, results of operations, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole from that
previously disclosed to the Agent and the Required Banks.

          (b)  On the Initial Borrowing Date, the Banks shall have received
detailed consolidated financial projections, certified by (i) the President or a
Vice-President of the Borrower and (ii) the chief financial officer or
controller of the Borrower, for the Borrower and its Subsidiaries, which include
the projected results of PAI, after giving effect to the Transaction and the
other transactions contemplated herein, for at least six years ended after the
Initial Borrowing Date (the "Projections"), which Projections, and the
supporting assumptions and explanations thereto, and the accounting practices
and procedures to be utilized by the Borrower following the Initial Borrowing
Date, shall be satisfactory in form and substance to the Agent and the Required
Banks.

          (c)  On or prior to the Initial Borrowing Date, the Agent shall have
received a copy of any "management letter" received by PAI or any of its
Subsidiaries from its certified public accountants on or after April 30, 1991.

          5.19  CONSENT LETTER.  The Agent shall have received a letter from CT
Corporation System, presently located at 1633 Broadway, New York, New York
10019,


                                      -37-
<PAGE>

substantially in the form of Exhibit J hereto, indicating its consent to its
appointment by the Borrower and each other Credit Party as their agent to
receive service of process as specified in Section 13.08 of this Agreement.

          5.20  DUE DILIGENCE.  The Agent shall have completed, and be satisfied
with the results of, its business and legal due diligence review with respect to
the Borrower and its Subsidiaries (including PAI), the Transaction and the other
transactions contemplated by the Documents, including, without limitation, a due
diligence review of the financials of the Borrower and PAI, the tax status of
the Borrower and PAI, and an environmental, litigation, employee benefits and
insurance due diligence review and the Agent and the Required Banks shall be
satisfied with the nature and status of all contract, securities, labor, tax,
ERISA and employee benefits (including, without limitation, satisfaction with
the amounts and status of the pension plans and post-retirement health and life
insurance benefit plans), environmental, health and safety matters involving or
affecting the Borrower or any Subsidiary of the Borrower.

          5.21  INITIAL BORROWING BASE CERTIFICATE.  On the Initial Borrowing
Date, the Borrower shall have delivered to the Agent the initial Borrowing Base
Certificate meeting the requirements of Section 8.01(k).

          5.22  REFINANCING.  On the Initial Borrowing Date and after giving
effect to the Merger and the Loans incurred on the Initial Borrowing Date
neither the Borrower nor any of its Subsidiaries shall have any Indebtedness
outstanding except for the Loans and the Existing Indebtedness, which Existing
Indebtedness shall not exceed $5,500,000.  All of the Existing Indebtedness
shall remain outstanding after the Acquisition and the other transactions
contemplated hereby without any default or events of default existing thereunder
or arising as a result of the Acquisition and the other transactions
contemplated hereby (except to the extent amended or waived by the parties
thereto on terms and conditions satisfactory to the Agent and the Required
Banks), and there shall not be any amendments or modifications to the Existing
Indebtedness Agreements other than as requested or approved by the Agent or the
Required Banks.  All Indebtedness of the Borrower and its Subsidiaries other
than the Existing Indebtedness shall have been repaid in full in connection with
the Transaction.  The Agent and the Required Banks shall be satisfied with the
amount of and the terms and conditions of (i) all Existing Indebtedness and (ii)
the repayment of all Indebtedness repaid in connection with the transactions
contemplated hereby (collectively, the "Refinanced Indebtedness") and the amount
of all accrued interest, premiums, fees, commissions and expenses owing in
connection with the repayment of such Refinanced Indebtedness and all Liens in
connection with such Refinanced Indebtedness shall have been terminated (and all
appropriate releases, termination statements or other instruments of assignment
with respect thereto shall have been obtained) to the satisfaction of the Agent
and the Required Banks and the Banks shall have received a satisfactory legal
opinion to such effect.  The Agent shall have received copies, certified as true
and complete


                                      -38-
<PAGE>

by an appropriate officer of the Borrower of all documents executed in
connection with the repayment of the Refinanced Indebtedness and the release of
the Liens thereunder.

          Section 6.  CONDITIONS PRECEDENT TO ALL CREDIT EVENTS.  The obligation
of each Bank to make Loans (including Loans made on the Initial Borrowing Date)
and the obligation of the Issuing Bank to issue any Letter of Credit, is
subject, at the time of each such Credit Event (except as hereinafter
indicated), to the satisfaction of the following conditions:

          6.01  NO DEFAULT; REPRESENTATIONS AND WARRANTIES.  At the time of each
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of the making of such Credit Event.

          6.02  MATERIAL ADVERSE CHANGE, ETC.  Nothing shall have occurred since
April 30, 1995 (and the Banks shall have become aware of no facts or conditions
not previously known) which the Agent or the Required Banks shall determine (i)
could reasonably be expected to have a material adverse effect on the rights or
remedies of the Banks or the Agent, or on the ability of the Borrower or any
other Credit Party to perform its obligations to the Banks under this Agreement
or any other Credit Document or (ii) which could reasonably be expected to have
a materially adverse effect on the performance, business, assets, nature of
assets, liabilities, operations, properties, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole.

          6.03  LITIGATION.  At the time of each such Credit Event and also
after giving effect thereto, no litigation by any entity (private or
governmental) shall be pending or threatened with respect to this Agreement or
any other Credit Document executed in connection herewith or the transactions
contemplated hereby or which the Required Banks shall determine could reasonably
be expected to have a materially adverse effect on the performance, business,
assets, nature of assets, liabilities, operations, properties, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole.

          6.04  NOTICE OF BORROWING; LETTER OF CREDIT REQUEST.  (a)  Prior to
the making of each Loan, the Agent shall have received a Notice of Borrowing
meeting the requirements of Section 1.03.

          (b)  Prior to the issuance of each Letter of Credit, the Issuing Bank
shall have received a Letter of Credit Request meeting the requirements of
Section 2.03.


                                      -39-
<PAGE>

          The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the Borrower to each of the Banks that all the
conditions specified in Section 5 and in this Section 6 and applicable to such
Credit Event exist as of that time.  All of the Notes, certificates, legal
opinions and other documents and papers referred to in Section 5 and in this
Section 6, unless otherwise specified, shall be delivered to the Agent at the
Notice Office for the account of each of the Banks and, except for the Notes, in
sufficient counterparts for each of the Banks and, unless otherwise specified,
shall be in form and substance satisfactory to the Banks.

          Section 7.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS.  In order to
induce the Banks to enter into this Agreement and to make the Loans, and issue
(or participate in) the Letters of Credit as provided herein, the Borrower makes
the following representations, warranties and agreements as to itself and as to
each of its Subsidiaries, as of the Initial Borrowing Date (both before and
after giving effect to the Credit Events occurring on such date, the Transaction
and the other transactions contemplated by the Documents, and all references to
the Borrower herein and elsewhere in this Agreement, shall, unless otherwise
specifically indicated, be references to the Borrower after giving effect to the
Transaction) and as of the date of each subsequent Credit Event which
representations, warranties and agreements shall survive the execution and
delivery of this Agreement and the Notes and any subsequent Credit Event, with
the occurrence of each Credit Event on or after the Initial Borrowing Date being
deemed to constitute a representation and warranty that the matters specified in
this Section 7 are true and correct on and as of the Initial Borrowing Date and
on the date of each such Credit Event:

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

          7.02  CORPORATE POWER AND AUTHORITY.  Each of the Borrower and its
Subsidiaries has the corporate power to execute, deliver and perform the terms
and provisions of each of the Documents to which it is party and has taken all
necessary corporate action to authorize the execution, delivery and performance
by it of each of such Documents.  Each of the Borrower and its Subsidiaries has
duly executed and delivered each of the Documents to which it is party, and each
of such Documents constitutes its legal, valid and binding obligation
enforceable in accordance with its terms, except as the enforceability


                                      -40-
<PAGE>

thereof may be limited by bankruptcy, reorganization, moratorium or similar laws
relating to or limiting creditors' rights generally or by general equitable
principles (regardless of whether the issue of enforceability is considered in a
proceeding in equity or at law).

          7.03  NO VIOLATION.  Neither the execution, delivery or performance by
the Borrower or any of its Subsidiaries of the Documents to which it is a party,
nor compliance by it with the terms and provisions thereof, (i) will contravene
any provision of any applicable law, statute, rule or regulation or any order,
writ, injunction or decree of any court or governmental instrumentality
applicable to it, (ii) will conflict with or result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any Lien (except pursuant to the Security Documents) upon any of the property or
assets of the Borrower or any of its Subsidiaries pursuant to the terms of any
indenture, mortgage, deed of trust, credit agreement or loan agreement, or any
other agreement, contract or instrument to which the Borrower or its
Subsidiaries is a party or by which it or any of its property or assets is bound
or to which it may be subject, except for such conflicts, breaches, defaults or
the creation or imposition of any Lien, arising from the execution, delivery or
performance by the Borrower or any of its Subsidiaries of the Acquisition
Documents or Merger Documents, which, singularly or in the aggregate, would not
have a material adverse effect on the performance, business, assets, nature of
assets, liabilities, operations, properties, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole or (iii) will
violate any provision of the Certificate of Incorporation or By-Laws (or similar
organizational documents) of the Borrower or any of its Subsidiaries.

          7.04  GOVERNMENTAL APPROVALS.  No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made on or prior to the Initial Borrowing Date
and are in full force and effect), or exemption by, any governmental or public
body or authority, or any subdivision thereof, is required to authorize, or is
required in connection with (i) the Transaction, (ii) the legality, validity,
binding effect or enforceability of any Document or (iii) the execution,
delivery and performance of any such Document, except in the case of any
Acquisition Document or any Merger Document for orders, consents, approvals,
licenses, authorizations and validations which individually and in the aggregate
are immaterial.

          7.05  FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED
LIABILITIES; PROJECTIONS; ETC.   (a) (i) The consolidated balance sheets of PAI
at April 30, 1995, 1994 and 1993 and the related statements of earnings and cash
flows of PAI for the fiscal periods ended as of said dates, (ii) the
consolidated balance sheets of the Borrower at December 31, 1995, 1994 and 1993
and the related statements of earnings and cash flows of the Borrower for the
fiscal periods ended as of said dates and (iii) the pro forma (after giving
effect to the Transaction and the related financing thereof) consolidated
balance sheet of the Bor-


                                      -41-
<PAGE>

rower referred to in Section 5.18 of this Agreement, copies of all of which
financial statements referred to in the preceding clauses (i), (ii) and (iii)
have heretofore been furnished to each Bank, present fairly the financial
position of the respective entities at the dates of said statements and the
results of operations for the period covered thereby (or, in the case of the pro
forma balance sheet, present a good faith estimate of the pro forma financial
condition of the Borrower and its Subsidiaries (after giving effect to the
Transaction) on a consolidated basis at the date thereof).  The annual financial
statements of the Borrower and PAI have been audited by Arthur Andersen LLP and
McGladrey & Pullen LLP, respectively, who delivered unqualified opinions with
respect thereto.  All such audited and unaudited financial statements (other
than pro forma statements) have been prepared in accordance with United States
generally accepted accounting principles and practices consistently applied
except to the extent provided in the notes to said financial statements and with
respect to interim financial statements, subject to normal year end adjustments.
Since April 30, 1995, there has been no material adverse change in the
performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole.

          (b)  On and as of the Initial Borrowing Date, on a pro forma basis
after giving effect to the Transaction and all other transactions contemplated
by the Documents and to all Indebtedness (including the Loans) being incurred in
connection with the Transaction, and Liens created, and to be created, by each
Credit Party in connection therewith:  (a) the sum of the assets (including all
intangible assets), at a fair valuation, of each Credit Party will exceed its
debts; (b) no Credit Party has incurred or intends to, or believes that it will,
incur debts beyond its ability to pay such debts as such debts mature; and (c)
each Credit Party will have sufficient capital with which to conduct its
business.  For purposes of this Section 7.05(b) "debt" means any liability on a
claim, and "claim" means (i) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (ii)
right to an equitable remedy for breach of performance if such breach gives rise
to a payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

          (c)  Except as fully reflected in the financial statements or the
notes related thereto described in Section 7.05(a), there were as of the Initial
Borrowing Date (and after giving effect to the Transaction and the other
transactions contemplated hereby and by the Documents) no liabilities or
obligations with respect to the Borrower or any of its Subsidiaries of any
nature whatsoever (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in aggregate, could reasonably
be expected to be material to the Borrower and its Subsidiaries taken as a
whole.  As of the Initial Borrowing Date, neither the Borrower nor any of its
Subsidiaries knows of any basis for the assertion against the Borrower or any of
its Subsidiaries of any liability or obligation of any nature whatsoever that is
not fully reflected in the financial statements or the notes


                                      -42-
<PAGE>

related thereto described in Section 7.05(a) which, either individually or in
the aggregate, could reasonably be expected to be material to the Borrower and
its Subsidiaries taken as a whole.  As of the Initial Borrowing Date (and after
giving effect to the Transaction) none of the Borrower or any of its
Subsidiaries will have any outstanding Indebtedness other than (i) the Loans,
(ii) Capitalized Lease Obligations and (iii) the Existing Indebtedness.

          (d)  On and as of the Initial Borrowing Date, the Projections have
been prepared in good faith by the Borrower with the participation of management
of PAI and there are no statements or conclusions in any of the Projections
which are based upon or include information known to the Borrower to be
misleading or which fail to take into account material information regarding the
matters reported therein.  On the Initial Borrowing Date, the Borrower believes
that the Projections are based on estimates and assumptions which are reasonable
under the circumstances and, subject to the foregoing, the Borrower believes the
Projections are attainable (although actual results may differ from the
Projections and no representation is made that the Projections will in fact be
attained).

          7.06  LITIGATION.  There are no actions, suits or proceedings pending
or, to the best knowledge of the Borrower or any of its Subsidiaries, threatened
(i) with respect to any Credit Document or the transaction contemplated thereby,
(ii) with respect to any Indebtedness of the Borrower or any of its
Subsidiaries, other than actions, suits or proceedings with respect to
Indebtedness (other than Indebtedness created by any Credit Document) that could
not reasonably be expected to have a material adverse effect on the performance,
business, assets, nature of assets, liabilities, operations, properties,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole or (iii) that are reasonably likely to materially
and adversely affect the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.

          7.07  TRUE AND COMPLETE DISCLOSURE.  All factual information (taken as
a whole) heretofore or contemporaneously furnished by or on behalf of the
Borrower or any Subsidiary of the Borrower in writing to any Bank (including,
without limitation, all information contained in the Documents) for purposes of
or in connection with this Agreement or any transaction contemplated herein is,
and all other such factual information (taken as a whole with all information
previously furnished) hereafter furnished by or on behalf of the Borrower or any
Subsidiary of the Borrower in writing to any Bank will be, true and accurate in
all material respects on the date as of which such information is dated or
certified and not incomplete by omitting to state any material fact.

          7.08  USE OF PROCEEDS; MARGIN REGULATIONS.  (a)  All proceeds of the
Term Loans and Revolving Loans incurred on the Initial Borrowing Date shall be
used by the Borrower (i) to make the Newco Capital Contribution, (ii) to
consummate the Acquisition, (iii) to repay the Refinanced Indebtedness and (iv)
to pay Transaction Fees and Expenses.


                                      -43-
<PAGE>

          (b)  All proceeds of Revolving Loans incurred after the Initial
Borrowing Date shall be used by the Borrower (i) for its general corporate and
working capital purposes and (ii) to make intercompany loans to PAI and its
Wholly-Owned Subsidiaries (other than any Immaterial Subsidiary) for general
corporate and working capital purposes of PAI and its Wholly-Owned Subsidiaries
(other than any Immaterial Subsidiary), PROVIDED that proceeds of Revolving
Loans in an aggregate amount not to exceed the Blocked Commitment as from time
to time in effect, drawn down for the purpose of making the Tax Payment as set
forth in the applicable Notice of Borrowing, may only be used after the Initial
Borrowing Date to make the Tax Payments.

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

          7.09  TAX RETURNS AND PAYMENTS.  Each of the Borrower and its
Subsidiaries has timely filed or caused to be timely filed (including pursuant
to any valid extensions of time for filing) with the appropriate taxing
authority, all returns, statements, forms and reports for taxes (the "Returns")
required to be filed by or with respect to the income, properties or operations
of the Borrower and/or any of its Subsidiaries.  Except as may be the case with
respect to the Tax Liability (including, without limitation, the Disputed
Alabama Taxes), the Returns accurately reflect in all material respects all
liability for taxes of the Borrower and its Subsidiaries for the periods covered
thereby.  Each of the Borrower and each of its Subsidiaries have paid all
material taxes payable by them which have become due other than those contested
in good faith and, except as may be the case with respect to the Disputed
Alabama Taxes, for which adequate reserves have been established in accordance
with generally accepted accounting principles.  Except for proceedings in
connection with the Tax Liability (including, without limitation, the Disputed
Alabama Taxes), there is no material action, suit, proceeding, investigation,
audit, or claim now pending or, to the best knowledge of the Borrower or any of
its Subsidiaries, threatened by any authority regarding any taxes relating to
the Borrower or any of its Subsidiaries.  Except with respect to the Tax
Liability (including, without limitation, the Disputed Alabama Taxes), neither
the Borrower nor any of its Subsidiaries has entered into an agreement or waiver
or been requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of taxes of the Borrower or
any of its Subsidiaries, or is aware of any circumstances that would cause the
taxable years or other taxable periods of the Borrower or any of its
Subsidiaries not to be subject to the normally applicable statute of
limitations.  Neither the Borrower nor any of its Subsidiaries has provided,
with respect to themselves or property held by them, any consent under Section
341 of the Code.  None of the Borrower or any of its Subsidiaries has incurred,
or will incur, any material tax liability in connection with the Transaction or
any other


                                      -44-
<PAGE>

transactions contemplated hereby.  On December 31, 1995, the Borrower had
available to it not less than $13,300,000 in net operating loss carry forwards
which can be applied to reduce taxable income for Federal income tax purposes
without limitations (other than potential limitations resulting from
calculations of alternative minimum tax amounts).

          7.10  COMPLIANCE WITH ERISA.  Each Plan is in substantial compliance
with ERISA and the Code; except as disclosed on Schedule X, no Reportable Event
has occurred with respect to a Plan; no Plan is insolvent or in reorganization;
no Plan has an Unfunded Current Liability which, when added to the aggregate
amount of Unfunded Current Liabilities with respect to all other Plans, exceeds
$450,000; no Plan has an accumulated or waived funding deficiency or has applied
for an extension of any amortization period within the meaning of Section 412 of
the Code; all contributions required to be made with respect to a Plan have been
timely made; neither the Borrower nor any of its Subsidiaries nor any ERISA
Affiliate has incurred any material liability to or on account of a Plan
pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201, 4204
or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or 4980 of the Code or
expects to incur any material liability under any of the foregoing Sections with
respect to any Plan; no proceedings have been instituted to terminate or appoint
a trustee to administer any Plan; no condition exists which presents a material
risk to the Borrower or any of its Subsidiaries or any ERISA Affiliate of
incurring a material liability to or on account of a Plan pursuant to the
foregoing provisions of ERISA and the Code; using actuarial assumptions and
computation methods consistent with Part 1 of subtitle E of Title IV of ERISA,
the Borrower and its Subsidiaries and their ERISA Affiliates would not have any
material liability to any plan which is a multiemployer plan (as defined in
Section 4001(a)(3) of ERISA) in the event of a complete withdrawal therefrom, as
of the close of the most recent fiscal year of each such Plan ended prior to the
date of the most recent Credit Event; no lien imposed under the Code or ERISA on
the assets of the Borrower or any of its Subsidiaries or any ERISA Affiliate
exists or is likely to arise on account of any Plan; and the Borrower and its
Subsidiaries may cease contributions to or terminate any employee benefit plan
maintained by any of them without incurring any material liability.

          7.11  THE SECURITY DOCUMENTS.  (a)  The provisions of the Security
Agreement are effective to create in favor of the Collateral Agent for the
benefit of the Secured Creditors a legal, valid and enforceable security
interest in all right, title and interest of the respective Credit Parties in
the Collateral described therein and the Collateral Agent, for the benefit of
the Secured Creditors, has a fully perfected first Lien on, and security
interest in, all right, title and interest of the respective Credit Parties, in
all of the Collateral described therein, subject to no other Liens other than
Permitted Liens.  The recordation of the Security Agreement in the United States
Patent and Trademark Office together with filings on Form UCC-1 made pursuant to
the Security Agreement will be effective, under federal and state law, to
perfect the security interest granted to the Collateral Agent in the trademarks
and patents covered by the Security Agreement and the filing


                                      -45-
<PAGE>

of the Security Agreement with the United States Copyright Office together with
filings on Form UCC-1 made pursuant to the Security Agreement will be effective
under federal and state law to perfect the security interest granted to the
Collateral Agent in the copyrights covered by the Security Agreement.  Each of
the Credit Parties party to the Security Agreement has good and merchantable
title to all Collateral described therein, free and clear of all Liens other
than Permitted Liens.

          (b)  The security interests created in favor of the Collateral Agent,
as pledgee for the benefit of the Secured Creditors, under the Pledge Agreement
constitute first perfected security interests in the Pledged Securities
described in the Pledge Agreement, subject to no security interests of any other
Person.  No filings or recordings are required in order to perfect (or maintain
the perfection or priority of) the security interests created in the Pledged
Securities and the proceeds thereof under the Pledge Agreement.

          (c)  The Mortgages create, as security for the obligations purported
to be secured thereby, a valid and enforceable perfected security interest in
and Lien on all of the Mortgaged Properties in favor of the Collateral Agent (or
such other trustee as may be required or desired under local law) for the
benefit of the Secured Creditors, superior to and prior to the rights of all
third persons (except that the security interest created in the Mortgaged
Properties may be subject to the Permitted Encumbrances related thereto) and
subject to no other Liens (other than Permitted Liens).  Schedule II contains a
true and complete list of each parcel of Real Property owned or leased by the
Borrower and each of its Subsidiaries on the Initial Borrowing Date, and the
type of interest therein held by the Borrower and/or its Subsidiaries.  Each of
the Borrower and its Subsidiaries has good and marketable title at the time of
the grant thereof and at all times thereafter to all Mortgaged Properties free
and clear of all Liens except those described in the first sentence of this
subsection (c).

          (d)  The Borrower represents and warrants that neither it nor any of
its Subsidiaries maintains, nor will it in the future maintain, any Bank Deposit
Account with any Deposit Bank other than the applicable Bank Deposit Account;
PROVIDED, HOWEVER, that each such Credit Party shall be permitted to establish
new Bank Deposit Accounts pursuant to the terms of the Security Agreement.

          7.12  REPRESENTATIONS AND WARRANTIES IN DOCUMENTS.  All
representations and warranties set forth in the Documents are true and correct
in all material respects at the time as of which such representations and
warranties were made and on the Initial Borrowing Date.

          7.13  PROPERTIES.  Each of the Borrower and its Subsidiaries has good
and merchantable title to all properties owned by them, including all property
reflected in the consolidated pro forma balance sheet (after giving effect to
the Transaction) referred to in


                                      -46-
<PAGE>

Section 7.05(a) (except as sold or otherwise disposed of since the date of such
balance sheet in the ordinary course of business or as permitted by Section
9.02), free and clear of all Liens, other than (i) as referred to in the
consolidated balance sheet or in the notes thereto or in the pro forma balance
sheet or (ii) otherwise permitted by Section 9.01.

          7.14  CAPITALIZATION.  On the Initial Borrowing Date, the authorized
capital stock of (i) the Borrower consists of (x) 20,000,000 shares of common
stock, $.01 par value, 12,659,957 of which shares are issued and outstanding,
and (y) 4,000,000 shares of preferred stock, $.01 par value, 738,584 of which
shares are issued and outstanding and (ii) PAI consists of (x) 100 shares of
common stock, $.01 par value, 10 of which shares are issued and outstanding, and
(y) no shares of preferred stock.  All of such outstanding shares have been duly
and validly issued, are fully paid and nonassessable and are free of preemptive
rights.  Except as set forth on Schedule VII, on the Effective Date, neither the
Borrower nor any of its Subsidiaries has outstanding any securities convertible
into or exchangeable for its capital stock or outstanding any rights to
subscribe for or to purchase, or any options for the purchase of, or any
agreements providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to, its capital stock.

          7.15  SUBSIDIARIES.  On the Initial Borrowing Date, the corporations
listed on Schedule III are the only Subsidiaries of the Borrower.  Schedule III
correctly sets forth, as of the Initial Borrowing Date, (a) the percentage
ownership (direct and indirect) of the Borrower in each class of capital stock
of each of its Subsidiaries and also identifies the direct owner thereof and (b)
all other equity ownership interests of the Borrower or any of its Subsidiaries
in any Person.

          7.16  COMPLIANCE WITH STATUTES, ETC.  Each of the Borrower and its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property, except with respect to each of the foregoing such noncompliance
as could not, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.

          7.17  INVESTMENT COMPANY ACT.  None of the Borrower nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

          7.18  PUBLIC UTILITY HOLDING COMPANY ACT.  None of the Borrower nor
any of its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a


                                      -47-
<PAGE>

"holding company" within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

          7.19  ENVIRONMENTAL MATTERS.  (a)  The Borrower and each of its
Subsidiaries have complied with, and on the date of each Credit Event shall be
in compliance with, in all respects, all applicable Environmental Laws and the
requirements of any permits issued under such Environmental Laws except such
noncompliances which, individually or in the aggregate, could not reasonably be
expected to have a material adverse effect on the performance, business, assets,
nature of assets, liabilities, operations, properties, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.
There are no past, pending or, to the best knowledge of the Borrower, threatened
Environmental Claims against the Borrower or any of its Subsidiaries or any Real
Property currently owned or operated by the Borrower or any of its Subsidiaries
except such Environmental Claims which, individually or in the aggregate, could
not reasonably be expected to have a material adverse effect on the performance,
business, assets, nature of assets, liabilities, operations, properties,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.  There are no facts, circumstances, conditions or
occurrences regarding the Borrower, its operations or any of its Subsidiaries or
any Real Property at any time owned or operated by the Borrower or any of its
Subsidiaries or any property adjoining any such Real Property, that could
reasonably be expected (i) to form the basis of an Environmental Claim against
the Borrower or any of its Subsidiaries or any Real Property currently owned or
operated by the Borrower, or any of its Subsidiaries or (ii) to cause any such
currently owned Real Property to be subject to any restrictions on the
ownership, occupancy, use or transferability of such Real Property under any
Environmental Law, except such Environmental Claims and restrictions which
individually or in the aggregate could not reasonably be expected to have a
material adverse effect on the performance, business, assets, nature of assets,
liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.

          (b)  Neither the Borrower nor any of its Subsidiaries has, at any
time, generated, used, treated, stored, transported or released Hazardous
Materials on, to or from any Real Property owned, leased or at any time operated
by the Borrower or any of its Subsidiaries in any manner which constitutes a
violation in any material respect of any Environmental Laws except for any such
violations which have been settled or singly or in the aggregate could not be
reasonably expected to have a material adverse effect on the performance,
business, assets, nature of assets, contracts, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole.


                                      -48-
<PAGE>

          (c)  To the best knowledge of the Borrower, there are not now and
never have been any underground storage tanks located on any Real Property owned
or operated by the Borrower or any of its Subsidiaries.

          (d)  No Real Property currently owned or operated by the Borrower or
any of its Subsidiaries is located on any site listed on, or proposed in the
Federal Register for listing on, the Superfund National Priorities List, or
listed on the Comprehensive Environmental Response Compensation and Liability
Information System or their state equivalents.  To the best knowledge of the
Borrower, no Real Property at any time owned or operated by the Borrower or any
of its Subsidiaries is located on any site listed on, or proposed in the Federal
Register for listing on, the Superfund National Priorities List, or listed on
the Comprehensive Environmental Response Compensation and Liability Information
System or their state equivalents.

          7.20  LABOR RELATIONS.  None of the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a material adverse effect on the Borrower and its Subsidiaries
taken as a whole.  There is (i) no significant unfair labor practice complaint
pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower, threatened against any of them, before the National
Labor Relations Board, and no significant grievance or significant arbitration
proceeding arising out of or under any collective bargaining agreement is so
pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower, threatened against any of them, (ii) no significant
strike, labor dispute, slowdown or stoppage pending against the Borrower or any
of its Subsidiaries or, to the best knowledge of the Borrower, threatened
against the Borrower or any of its Subsidiaries and (iii) no union
representation question existing with respect to the employees of the Borrower
or any of its Subsidiaries, except (with respect to any matter specified in
clause (i), (ii) or (iii) above, either individually or in the aggregate) those
matters which could not reasonably be expected to have a material adverse effect
on the performance, business, assets, nature of assets, contracts, liabilities,
operations, properties, condition (financial or otherwise) or prospects of the
Borrower and its Subsidiaries taken as a whole.

          7.21  PATENTS, LICENSES, FRANCHISES AND FORMULAS.  (a)  The Borrower,
together with its Subsidiaries, has a license to use or otherwise has the right
to use, free and clear of pending or, to the best knowledge of the Borrower,
threatened material Liens, all the material patents, patent applications,
trademarks, service marks, trade names, trade secrets, copyrights, proprietary
information, computer programs, data bases, licenses, franchises and formulas,
or rights with respect to the foregoing (collectively, "Intellectual Property"),
and has obtained all licenses and other rights of whatever nature, necessary for
the present conduct of its business, without any known conflict with the rights
of others which, or the failure to obtain which, as the case may be, could
reasonably be expected to have a material adverse effect on the performance,
business, assets, nature of assets,


                                      -49-
<PAGE>

liabilities, operations, properties, condition (financial or otherwise) or
prospects of the Borrower and its Subsidiaries taken as a whole.

          (b)  Neither the Borrower nor any of its Subsidiaries has knowledge of
any claim by any third party contesting the validity, enforceability, use or
ownership of the Intellectual Property, or of any existing state of facts that
would support a claim that use by the Borrower or any of its Subsidiaries of any
such Intellectual Property has infringed or otherwise violated any Intellectual
Property right of any other Person or that any such claim is threatened, except
for such claims that could not individually or in the aggregate reasonably be
expected to have a material adverse affect on the performance, business, assets,
nature of assets, liabilities, operations, properties, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

          7.22  INDEBTEDNESS.  Schedule VIII sets forth a true and complete list
of any Indebtedness (other than the Loans and the Letters of Credit) of the
Borrower and each of its Subsidiaries as of the Initial Borrowing Date after
giving effect to the Acquisition and the other transactions contemplated hereby
(the "Existing Indebtedness"), in each case showing the aggregate amount thereof
and the name of the respective obligor and any other entity which directly or
indirectly guaranteed such debt.  None of the Existing Indebtedness was incurred
in connection with, or in contemplation of, the Transaction or the other
transactions contemplated hereby.

          7.23  RESTRICTIONS ON OR RELATING TO SUBSIDIARIES.  There does not
exist any encumbrance or restriction on the ability of (i) any Subsidiary of the
Borrower to pay dividends or make any other distributions on its capital stock
or any other interest or participation in its profits to the Borrower or any
Subsidiary of the Borrower, or to pay any Indebtedness to the Borrower or a
Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower to make loans or
advances to the Borrower or any of the Borrower's Subsidiaries or (iii) the
Borrower or any Subsidiary of the Borrower to transfer any of its properties or
assets to the Borrower or any Subsidiary of the Borrower, except for such
encumbrances or restrictions existing under or by reason of (t) applicable law,
(u) this Agreement and the other Credit Documents, (v) customary provisions
restricting subletting or assignment of any lease governing a leasehold interest
of the Borrower or a Subsidiary of the Borrower, (w) customary provisions
restricting the assignment of contracts, permits and/or licenses, (x)
restrictions existing in the documents governing the terms of the Gilford IRBs,
(y) by reason of any Permitted Lien or (z) as contemplated by clause (2) of the
second proviso of Section 4.02(A)(h).

          7.24  SPECIAL PURPOSE CORPORATION; IMMATERIAL SUBSIDIARIES.  (a) Newco
was formed to effect the Acquisition and the Merger, and except in connection
therewith (and as contemplated by this Agreement), Newco does not engage in
business activities and has no significant assets or liabilities.


                                      -50-
<PAGE>

          (b)  No Immaterial Subsidiary of the Borrower engages in any business
activities or has any assets or liabilities.

          7.25  THE TRANSACTION.  All aspects of the Transaction have been
effected in accordance with the Documents and all applicable law in all material
respects.  At the time of consummation thereof, all material consents and
approvals of, and filings and registrations with, and all other actions in
respect of, all governmental agencies, authorities or instrumentalities and
third parties required in order to consummate the Transaction shall have been
obtained, given, filed or taken and are in full force and effect (or effective
judicial relief with respect thereto has been obtained).  All applicable waiting
periods with respect thereto have or, prior to the time when required, will
have, expired without, in all such cases, any action being taken by any
competent authority which restrains, prevents or imposes material adverse
conditions upon the consummation of the Transaction.  Additionally, at the time
of consummation thereof, there does not exist any judgment, order or injunction
prohibiting or imposing material adverse conditions upon the consummation of the
Transaction, and there does not exist any judgment, order or injunction
prohibiting or imposing any material adverse condition upon the occurrence of
any Credit Event or the performance by the Borrower or any of its Subsidiaries
of their obligations under the Documents.  All actions taken by the Borrower or
any of its Subsidiaries pursuant to or in furtherance of the Transaction have
been taken in compliance in all material respects with the respective Documents
and all applicable law.  No shareholder of PAI is entitled to receive a proxy
statement or information statement in connection with the Merger other than an
information statement under Delaware law following the effective time of the
Merger.  No state takeover statute is applicable to the Merger.

          7.26  CONCENTRATION ACCOUNT AND BANK DEPOSIT ACCOUNTS.  Schedule IV
sets forth a true and complete list of each Bank Deposit Account maintained with
each Deposit Bank by the Borrower and each of its Subsidiaries and the
Concentration Account maintained with the Concentration Account Bank by the
Borrower and each of its Subsidiaries.

          Section 8.  AFFIRMATIVE COVENANTS.  The Borrower covenants and agrees
that on and after the Effective Date and until the Total Commitment and all
Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings,
together with interest, Fees and all other Obligations are paid in full:

          8.01  INFORMATION COVENANTS.  The Borrower will furnish to each Bank:

            MONTHLY REPORTS.  Within 30 days after the end of each fiscal
     month other than the last such month of any fiscal quarter of the Borrower,
     the consolidated and consolidating balance sheets of the Borrower and its
     Subsidiaries as at the end of such month and the related consolidated and
     consolidating statements of income, retained earnings and cash flows for
     such month and for the elapsed por-


                                      -51-
<PAGE>

     tion of the fiscal year ended with the last day of such month, in each case
     setting forth comparative figures for the corresponding month and elapsed
     portion of such fiscal year for the prior fiscal year and comparable
     budgeted figures for such period, all of which shall be certified by the
     chief financial officer or controller of the Borrower, subject to normal
     year-end audit adjustments.

          (b)  QUARTERLY FINANCIAL STATEMENTS.  Within 45 days after the close
     of the first three quarterly accounting periods in each fiscal year of the
     Borrower, the consolidated and consolidating balance sheets of the Borrower
     and its Subsidiaries as at the end of such quarterly period and the related
     consolidated and consolidating statements of income, retained earnings and
     cash flows, in each case for such quarterly period and for the elapsed
     portion of the fiscal year ended with the last day of such quarterly
     period, in each case setting forth comparative figures for the
     corresponding periods in the prior fiscal year and comparable budgeted
     figures for such period, all of which shall be certified by the chief
     financial officer or controller of the Borrower, subject to normal year-end
     audit adjustments.

          (c)  ANNUAL FINANCIAL STATEMENTS.  Within 90 days after the close of
     each fiscal year of the Borrower, the consolidated and consolidating
     balance sheets of the Borrower and its Subsidiaries as at the end of such
     fiscal year and the related consolidated and consolidating statements of
     income, retained earnings and cash flows for such fiscal year and setting
     forth comparative figures for the preceding fiscal year and comparable
     budgeted figures for such period and certified, (x) in the case of the
     consolidating statements, by the chief financial officer or controller of
     the Borrower and (y) in the case of the consolidated financial statements
     of the Borrower and its Subsidiaries, by any of the "big six" or other
     independent certified public accountants of recognized national standing
     reasonably acceptable to the Required Banks, together with a signed opinion
     of such accounting firm (which opinion shall not be qualified in any
     respect) stating that it has read this Agreement and that, in the course of
     its regular audit of the financial statements of the Borrower which audit
     was conducted in accordance with generally accepted auditing standards,
     such accounting firm obtained no knowledge of any Default or Event of
     Default which has occurred or, if in the opinion of such accounting firm
     such a Default or Event of Default has occurred and is continuing, a
     statement as to the nature thereof.

          (d)  MANAGEMENT LETTERS.  Promptly after the receipt thereof by the
     Borrower or any of its Subsidiaries, a copy of any "management letter"
     received by the Borrower or any of its Subsidiaries from its certified
     public accountants.

          (e)  BUDGETS.  As soon as available but in no event later than 30 days
     after the first day of each fiscal year of the Borrower, a budget for the
     Borrower and its


                                      -52-
<PAGE>

     Subsidiaries in form reasonably satisfactory to the Agent and the Required
     Banks (including budgeted statements of income and sources and uses of cash
     and balance sheets) prepared by the Borrower (and approved by the Board of
     Directors of the Borrower) for each calendar month of such fiscal year
     prepared in reasonable detail with appropriate presentation and discussion
     of the principal assumptions upon which such budgets are based, accompanied
     by the statement of the chief financial officer or controller of the
     Borrower to the effect that, to the best of his knowledge, the budget is a
     reasonable estimate for the period covered thereby.

          (f)  OFFICER'S CERTIFICATES.  At the time of the delivery of the
     financial statements provided for in Section 8.01(a), (b) and (c), a
     certificate of the chief financial officer of the Borrower to the effect
     that no Default or Event of Default has occurred and is continuing or, if
     any Default or Event of Default has occurred and is continuing, specifying
     the nature and extent thereof, which certificate, (x) in the case of
     certificates delivered pursuant to Section 8.01(b) or (c), shall set forth
     the calculations required to establish whether the Borrower was in
     compliance with the provisions of Sections 3.03, 4.02, 9.02, 9.04, 9.05 and
     9.08 through 9.15, inclusive, and 9.22, at the end of such fiscal quarter
     or year, as the case may be and (y) in the case of certificates delivered
     pursuant to Section 8.01(c), shall set forth the amount of Excess Cash Flow
     for the relevant Excess Cash Flow Payment Period.

          (g)  NOTICE OF DEFAULT OR LITIGATION.  Promptly, and in any event
     within three Business Days after an officer of the Borrower or PAI obtains
     knowledge thereof, notice of (i) the occurrence of any event which
     constitutes a Default or Event of Default, (ii) any litigation or
     governmental investigation or proceeding pending (x) against the Borrower
     or its Subsidiaries which could reasonably be expected to materially and
     adversely affect the performance, business, assets, nature of assets,
     liabilities, operations, properties, condition (financial or otherwise) or
     prospects of the Borrower and its Subsidiaries taken as a whole or (y) with
     respect to any Credit Document and (iii) any other event which could
     reasonably be expected to materially and adversely affect the performance,
     business, assets, nature of assets, liabilities, operations, properties,
     condition (financial or otherwise) or prospects of the Borrower and its
     Subsidiaries taken as a whole.

          (h)  OTHER REPORTS AND FILINGS.  Promptly upon transmission thereof,
     copies of any financial information, proxy materials and other information
     and reports, if any, which any Credit Party or any of its Subsidiaries (x)
     has filed with, the Securities and Exchange Commission or any successor
     thereto (the "SEC") or (y) has delivered to holders of, or any agent or
     trustee with respect to, Indebtedness of any Credit Party or any of its
     Subsidiaries in its capacity as such a holder, agent, or trustee (other
     than Indebtedness constituting Capitalized Lease Obligations).


                                      -53-
<PAGE>

          (i)  ENVIRONMENTAL MATTERS.  Promptly upon, and in any event within
     three Business Days after an officer of the Borrower or PAI obtains
     knowledge thereof, notice of any of the following environmental matters:
     (i) any pending or threatened material Environmental Claim against the
     Borrower or any of its Subsidiaries or any Real Property owned or operated
     by the Borrower or any of its Subsidiaries; (ii) any condition or
     occurrence on or arising from any Real Property at any time owned or
     operated by the Borrower or any of its Subsidiaries that (a) could
     reasonably be anticipated to result in a material noncompliance by the
     Borrower or any of its Subsidiaries with any applicable Environmental Law,
     or (b) could reasonably be anticipated to form the basis of a material
     Environmental Claim against the Borrower or any of its Subsidiaries or any
     Real Property owned or operated by the Borrower or any of its Subsidiaries;
     (iii) any condition or occurrence on any Real Property owned or operated by
     the Borrower or any of its Subsidiaries or any property adjoining such Real
     Property that could reasonably be anticipated to cause such Real Property
     to be subject to any material restrictions on the ownership, occupancy, use
     or transferability of such Real Property under any Environmental Law; and
     (iv) the taking of any removal or remedial action in response to a Release
     or threatened Release or the actual or alleged presence of any Hazardous
     Material on or from any Real Property at any time owned or operated by the
     Borrower or any of its Subsidiaries in each case as required by any
     Environmental Law or any governmental or other administrative agency.  All
     such notices shall describe in reasonable detail the nature of the claim,
     investigation, condition, occurrence or removal or remedial action and the
     Borrower or such Subsidiary's response thereto.  In addition, the Borrower
     will provide the Banks with copies of all material communications with any
     government or governmental agency relating to material Environmental
     Claims, all material communications with any person relating to material
     Environmental Claims, and such detailed reports of any Environmental Claim
     as may reasonably be requested by the Required Banks.

          (j)  ANNUAL MEETINGS WITH BANKS.  Within 120 days after the close of
     each fiscal year of the Borrower, the Borrower shall, at the request of the
     Agent or Required Banks, hold a meeting at its offices with all Banks who
     choose to attend such meeting at which meeting shall be reviewed the
     financial results of the previous fiscal year and the financial condition
     of the Borrower and its Subsidiaries and the budgets presented for the
     current fiscal year of the Borrower and its Subsidiaries.

          (k)  BORROWING BASE CERTIFICATE.  (i)  On the Initial Borrowing Date
     and (ii) thereafter, not later than 12:00 Noon (New York time) on the
     thirtieth day after the end of each fiscal month, a borrowing base
     certificate substantially in the form of Exhibit M (each, a "Borrowing Base
     Certificate"), with respect to the Eligible Receivables and the Eligible
     Inventory of the Borrower as of (x) in the case of


                                      -54-
<PAGE>

     clause (i), February 29, 1996 and (y) in the case of clause (ii), the last
     day of the immediately preceding fiscal month, and in each case, certified
     by the chief financial officer of the Borrower.

          (l)  OTHER INFORMATION.  From time to time, such other information or
     documents (financial or otherwise) with respect to any Credit Party or any
     of its Subsidiaries, as the Agent, or the Required Banks may reasonably
     request.

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

          8.03  MAINTENANCE OF PROPERTY, INSURANCE.  (a)  Schedule V sets forth
a true and complete listing of all insurance maintained by the Borrower and each
of its Subsidiaries as of the Effective Date.  The Borrower will, and will cause
each of its Subsidiaries to, (i) keep all material property useful and necessary
in its business in good working order and condition (ordinary wear and tear
excepted), (ii) maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against at
least such risks as are described on Schedule V, and (iii) furnish to each Bank,
upon written request, full information as to the insurance carried.  The
provisions of this Section 8.03 shall be deemed to be supplemental to, but not
duplicative of, the provisions of any of the Security Documents that require the
maintenance of insurance.

          (b)  The Borrower will at all times keep, and will cause each of its
Subsidiaries to keep, its property insured in favor of the Collateral Agent, and
all policies (including mortgage policies) or certificates (or certified copies
thereof) with respect to such insurance (and any other insurance maintained by
the Borrower or its Subsidiaries) (i) shall be endorsed to the Collateral
Agent's satisfaction for the benefit of the Collateral Agent (including, without
limitation, by naming the Collateral Agent as loss payee and naming the
Collateral Agent, the Agent and each Bank as an additional insured) with respect
to Collateral, (ii) shall state that such insurance policies shall not be
cancelled or revised without 30 days' prior written notice thereof by the
respective insurer to the Collateral Agent, (iii) shall provide that the
respective insurers irrevocably waive any and all rights of sub-


                                      -55-
<PAGE>

rogation with respect to the Collateral Agent, (iv) shall contain the standard
noncontributory mortgagee clause endorsement in favor of the Collateral Agent
with respect to hazard insurance coverage, (v) shall provide that any losses
shall be payable notwithstanding (A) any act or neglect of the Borrower or any
of its Subsidiaries, (B) the occupation or use of the properties for purposes
more hazardous than those permitted by the terms of the respective policy if
such coverage is obtainable at commercially reasonable rates and is of the kind
from time to time customarily insured against by Persons owning or using similar
property and in such amounts as are customary, (C) any foreclosure or other
proceeding relating to the insured properties or (D) any change in the title to
or ownership or possession of the insured properties and (vi) shall be deposited
with the Collateral Agent.  If the Borrower or any of its Subsidiaries shall
fail to insure its property in accordance with this Section 8.03, or if the
Borrower or any of its Subsidiaries shall fail to endorse and deposit all
policies or certificates with respect thereto, the Collateral Agent shall have
the right (but shall be under no obligation) to procure such insurance and the
Borrower agrees to reimburse the Collateral Agent for all reasonable costs and
expenses of procuring such insurance.

          8.04  CORPORATE FRANCHISES.  The Borrower will do, and will cause each
of its Subsidiaries to do or cause to be done, all things necessary to preserve
and keep in full force and effect its existence and its rights, franchises,
licenses and patents useful and necessary for the operation of their respective
businesses; PROVIDED, HOWEVER, that nothing in this Section 8.04 shall prevent
the withdrawal by the Borrower or any Subsidiary of the Borrower of its
qualification as a foreign corporation in any jurisdiction or the taking of any
other action or failure to take any action by the Borrower or any Subsidiary
where such withdrawal, action or omission could not reasonably be expected to
have a material adverse effect on the performance, business, assets, nature of
assets, liabilities, properties, operations, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole.

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

          8.06  COMPLIANCE WITH ENVIRONMENTAL LAWS.  (a)  The Borrower will
comply, and will cause each of its Subsidiaries to comply, in all material
respects with all Environmental Laws applicable to the operation of its business
and the ownership or use of all Real Property now or hereafter owned or operated
by the Borrower and each of its


                                      -56-
<PAGE>

Subsidiaries, will promptly pay or cause any of its Subsidiaries to pay all
costs and expenses incurred in such compliance, and will keep or cause to be
kept all owned Real Properties free and clear of any Liens (other than Liens
permitted by Section 9.01(xiii)) imposed pursuant to such Environmental Laws.
Neither the Borrower nor any Subsidiary of the Borrower will generate, use,
treat, store, release or dispose of, or permit the generation, use, treatment,
storage, Release or disposal of Hazardous Materials on any Real Property, or
transport or permit the transportation of Hazardous Materials to or from any
Real Property in any manner which constitutes a violation in any material
respect of any Environmental Laws.

          (b)  At the request of the Agent or the Required Banks at any time and
from time to time during the existence of this Agreement: (i) if a Default or
Event of Default exists under this Agreement, (ii) upon the reasonable belief by
the Agent that the Borrower or any of its Subsidiaries has breached any
representation or covenant herein with respect to any environmental matters and
such breach is continuing, or (iii) in the event notice is provided under
Section 8.01(i) herein, the Borrower will provide, at its sole cost and expense
(or will cause any of its Subsidiaries to provide at its sole cost and expense),
an environmental site assessment report reasonable in scope concerning, in the
case of (i) above, any Real Property of the Borrower or its Subsidiaries, and in
the case of clause (ii) or (iii) above, the Real Property(s) that is (are) the
subject of the breach or the notice provided, respectively, prepared by an
environmental consulting firm approved by the Agent and the Required Banks,
addressing the presence or Release of Hazardous Materials on or from any of the
Real Property and the potential cost of any removal or remedial action in
connection with any Hazardous Materials on such Real Property.  If the Borrower
fails to provide the same after thirty days' notice, the Agent may order the
same, and the Borrower shall grant and hereby grants to the Agent and its agents
access to such Real Property and specifically grants the Agent an irrevocable
non-exclusive license to undertake such an assessment all at the Borrower's or
its Subsidiary's expense, as the case may be (but the Borrower or Subsidiary, as
the case may be, shall be responsible only for such expenses as are reasonably
incurred by the Agent).

          8.07  ERISA.  As soon as possible and, in any event, within 10
Business Days after the Borrower or PAI or any ERISA Affiliate knows or has
reason to know of the occurrence of any of the following, the Borrower will
deliver to each of the Banks a certificate of the chief financial officer of the
Borrower setting forth details as to such occurrence and the action, if any,
which the Borrower, any Subsidiary of the Borrower or such ERISA Affiliate is
required or proposes to take, together with any notices required or proposed to
be given to or filed with or by the Borrower, the Subsidiary, the ERISA
Affiliate, the PBGC, a Plan participant or the Plan administrator with respect
thereto: that a Reportable Event has occurred; that an accumulated funding
deficiency has been incurred or an application may be or has been made to the
Secretary of the Treasury for a waiver or modification of the minimum funding
standard (including any required installment pay-


                                      -57-
<PAGE>

ments) or an extension of any amortization period under Section 412 of the Code
with respect to a Plan; that a contribution required to be made to a Plan has
not been timely made; that a Plan has been or may be terminated, reorganized,
partitioned or declared insolvent under Title IV of ERISA; that a Plan has an
Unfunded Current Liability giving rise to a lien under ERISA or the Code; that
proceedings may be or have been instituted to terminate or appoint a trustee to
administer a Plan; that a proceeding has been instituted pursuant to Section 515
of ERISA to collect a delinquent contribution to a Plan; that the Borrower, any
Subsidiary of the Borrower or any ERISA Affiliate will or may incur any
liability (including any indirect, contingent or secondary liability) to or on
account of the termination of or withdrawal from a Plan under Section 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under
Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or
502(l) of ERISA; or that the Borrower, or any Subsidiary of the Borrower may
incur any material liability pursuant to any employee welfare benefit plan (as
defined in Section 3(1) of ERISA) that provides benefits to retired employees or
other former employees (other than as required by Section 601 of ERISA) or any
employee pension benefit plan (as defined in Section 3(2) of ERISA).  The
Borrower will deliver to each of the Banks a complete copy of the annual report
(Form 5500) of each Plan (including, to the extent required, the related
financial and actuarial statements and opinions and other supporting statements,
certifications, schedules and other information) required to be filed with the
Internal Revenue Service.  In addition to any certificates or notices delivered
to the Banks pursuant to the first sentence hereof, copies of annual reports and
any material notices received by the Borrower or any Subsidiary of the Borrower
or any ERISA Affiliate with respect to any Plan shall be delivered to the Banks
no later than 10 Business Days after the date such report has been filed with
the Internal Revenue Service or such notice has been received by the Borrower or
the Subsidiary or the ERISA Affiliate, as applicable.

          8.08  END OF FISCAL YEARS; FISCAL QUARTERS.  The Borrower will cause
its, and each of its Subsidiaries', fiscal years to end on December 31 and each
of its, and each of its Subsidiaries', first three fiscal quarters to end on
March 31, June 30 and September 30, or within four calendar days of any such
dates.

          8.09  PERFORMANCE OF OBLIGATIONS.  The Borrower will, and will cause
each of its Subsidiaries to, perform all of its obligations under the terms of
each mortgage, indenture, security agreement and other debt instrument by which
it is bound, except such non-performances as could not, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the
performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole.

          8.10  PAYMENT OF TAXES.  The Borrower will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all material taxes,
assessments and


                                      -58-
<PAGE>

governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties would
otherwise attach thereto, and all lawful claims which, if unpaid, might become a
material lien or charge upon any properties of the Borrower or any of its
Subsidiaries; PROVIDED, that neither the Borrower nor any of its Subsidiaries
shall be required to pay any such tax, assessment, charge, levy or claim which
is being contested in good faith and by proper proceedings if it has maintained,
except as may be the case with respect to the Disputed Alabama Taxes, adequate
reserves with respect thereto in accordance with generally accepted accounting
principles.

          8.11  INTEREST RATE PROTECTION.  The Borrower shall no later than 60
days following the Initial Borrowing Date enter into arrangements acceptable to
the Agent establishing a fixed or maximum interest rate acceptable to the Agent
for at least 50% of the outstanding Term Loans for a period of at least three
years.

          8.12  USE OF PROCEEDS.  All proceeds of the Loans shall be used as
provided in Section 7.08.

          8.13  UCC SEARCHES.  On or prior to the 60th day following the Initial
Borrowing Date, the Credit Parties shall deliver to the Agent (at each such
Credit Party's own cost) copies of Request for Information or Copies (UCC-11),
or equivalent reports for the purpose of verifying that all financing statements
necessary or, in the reasonable opinion of the Collateral Agent desirable, to
perfect the security interests purported to be created by the Security Agreement
shall have been properly recorded and filed.

          8.14  INTELLECTUAL PROPERTY RIGHTS.  The Borrower will, and will cause
each of its Subsidiaries to, make all filings required in connection with the
transfer of the Intellectual Property rights in the Acquisition.  The Borrower
will, and will cause each of its Subsidiaries to, maintain in full force and
effect all Intellectual Property rights necessary or appropriate to the business
of the Borrower or any Subsidiary of the Borrower and take no action (including,
without limitation, the licensing of Intellectual Property), or fail to take an
action, as the case may be, in connection with such Intellectual Property rights
which could reasonably be expected to result in a material adverse effect on the
performance, business, assets, nature of assets, liabilities, properties,
operations, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole.  The Borrower will, and will cause each of
its Subsidiaries to, diligently prosecute all pending applications filed in
connection with perfecting or seeking to perfect the Intellectual Property
rights and take all other reasonable actions necessary for the protection and
maintenance of the material Intellectual Property rights necessary or
appropriate to the business of the Borrower or any Subsidiary of the Borrower at
all times from and after the Initial Borrowing Date.


                                      -59-
<PAGE>

          8.15  REGISTRY.  The Borrower hereby designates the Agent to serve as
the Borrower's agent, solely for purposes of this Section 8.15, to maintain a
register (the "Register") on which it will record the Commitments from time to
time of each of the Banks, the Loans made by each of the Banks and each
repayment in respect of the principal amount of the Loans of each Bank.  Failure
to make any such recordation, or any error in such recordation shall not affect
the Borrower's obligations in respect of such Loans.  With respect to any Bank,
the transfer of the Commitments of such Bank and the rights to the principal of,
and interest on, any Loan made pursuant to such Commitments shall not be
effective until such transfer is recorded on the Register maintained by the
Agent with respect to ownership of such Commitments and Loans and prior to such
recordation all amounts owing to the transferor with respect to such Commitments
and Loans shall remain owing to the transferor.  The registration of an
assignment or transfer of all or part of any Commitments and Loans shall be
recorded by the Agent on the Register only upon the acceptance by the Agent of a
properly executed and delivered assignment and assumption agreement pursuant to
Section 13.04(b).  Coincident with the delivery of such an assignment and
assumption agreement to the Agent for acceptance and registration of assignment
or transfer of all or part of a Loan, or as soon thereafter as practicable, the
assigning or transferor Bank shall surrender the Note evidencing such Loan, and
thereupon one or more new Notes in the same aggregate principal amount shall be
issued to the assigning or transferor Bank and/or the new Bank.  The Borrower
agrees to indemnify the Agent from and against any and all losses, claims,
damages and liabilities of whatsoever nature which may be imposed on, asserted
against or incurred by the Agent in performing its duties under this Section
8.15.

          8.16  OWNERSHIP OF SUBSIDIARIES.  The Borrower shall at all times own
directly or through one or more of its Wholly-Owned Subsidiaries, 100% of the
capital stock of each of its Subsidiaries.

          8.17  FURTHER ACTIONS.  (a)  Each Credit Party shall grant to the
Collateral Agent, for the benefit of the Secured Creditors, at the request of
the Agent or the Required Banks, at any time, a security interest in any Real
Property (other than a mortgage on the IRB Property so long as the Gilford IRBs
(or any Indebtedness refinancing the Gilford IRBs permitted hereunder) are
outstanding), vehicles or other assets or property of any type owned by any such
Credit Party and not already subject to a Mortgage or other security interest
and shall take all actions reasonably requested by the Agent or the Required
Banks (including, without limitation, the obtaining of mortgage policies, title
surveys and real estate appraisals satisfying the requirements of all applicable
laws) in connection with the granting of such security interest; PROVIDED that
if the Agent requests a mortgage on the IRB Property otherwise permitted by this
Section 8.17 which is not permitted by the terms of the Gilford IRBs (or any
Indebtedness refinancing such IRBs), the Borrower shall use its reasonable
efforts to obtain any required consents with respect thereto.


                                      -60-
<PAGE>

          (b)  The security interests required to be granted pursuant to clause
(a) above shall be granted pursuant to mortgages, deeds of trust and security
agreements, in each case reasonably satisfactory in form and substance to the
Agent and the Required Banks, which mortgages and security agreements shall
create valid and enforceable perfected security interests prior to the rights of
all third Persons and subject to no other Liens except such Liens as are
permitted by Section 9.01.  The mortgages and other instruments related thereto
and security agreements shall be duly recorded or filed in such manner and in
such places and at such times as are required by law to establish, perfect,
preserve and protect the Liens, in favor of the Collateral Agent for the benefit
of the Secured Creditors, required to be granted pursuant to such documents and
all taxes, fees and other charges payable in connection therewith shall be paid
in full by the Borrower.  At the time of the execution and delivery of the
additional documents, the Borrower shall cause to be delivered to the Collateral
Agent such opinions of counsel, mortgage policies, title surveys, real estate
appraisals to the extent required by law, certificates of title and other
related documents as may be reasonably requested by the Agent or the Required
Banks to assure themselves that this Section 8.17 has been complied with.

          (c)  The Borrower shall, and shall cause each of its Subsidiaries to,
at its own expense, make, execute, endorse, acknowledge, file and/or deliver to
the Collateral Agent from time to time such vouchers, invoices, schedules,
confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, reports and other assurances or
instruments and take such further steps relating to perfecting the security
interest of the Secured Creditors in the Collateral as the Collateral Agent may
reasonably require.  Furthermore, at the time of any request by the Agent or the
Required Banks pursuant to this clause (c) or preceding clauses (a) or (b) the
Borrower shall cause to be delivered to the Collateral Agent such opinions of
counsel and other documents as may be reasonably requested by the Agent or the
Required Banks to assure themselves that Section 8.17 has been complied with.

          (d)  At any time and from time to time to the extent that the Banks,
the Agent or the Collateral Agent request, in order to fulfill the requirements
of any applicable statute, regulation or order of any governmental body, to
preserve, protect, enforce or realize upon the security interests granted to the
Secured Creditors pursuant to the Security Documents, each Credit Party will,
and will cause each of its Subsidiaries to, cooperate with and promptly take all
actions reasonably necessary to assist the Banks, the Agent and the Collateral
Agent, including, without limitation, to make, execute, acknowledge, file and/or
deliver to the Banks, the Agent or the Collateral Agent, as the case may be,
such information, documents, certificates, reports and other assurances or
instruments, which the Banks, the Agent or the Collateral Agent, as the case may
be, deems reasonably appropriate or advisable to comply with such statutes,
regulations or orders so as to preserve, protect, enforce or realize upon such
security interests granted to the Secured Creditors.


                                      -61-
<PAGE>

          (e)  Each Credit Party agrees that each action required by Section
8.17(a), (b), (c) or (d) shall be completed within 60 days of the date such
action is requested to be taken.

          Section 9.  NEGATIVE COVENANTS.  The Borrower hereby covenants that on
and after the Effective Date and until the Total Commitment and all Letters of
Credit have terminated and the Loans, Notes and Unpaid Drawings, together with
interest, Fees and all other Obligations have been paid in full:

          9.01  LIENS.  The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
the Borrower or any of its Subsidiaries, whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable with recourse to the Borrower or any of
its Subsidiaries), or assign any right to receive income or permit the filing of
any financing statement under the UCC or any other similar notice of Lien under
any similar recording or notice statute; PROVIDED that the provisions of this
Section 9.01 shall not prevent the Borrower or any of its Subsidiaries from
creating, incurring, assuming or permitting the existence of the following
(liens described below are herein referred to as "Permitted Liens"):

          (i)  inchoate Liens with respect to the Borrower or any of its
     Subsidiaries for taxes not yet due or Liens for taxes being contested in
     good faith and by appropriate proceedings for which adequate reserves have
     been established in accordance with generally accepted accounting
     principles or Liens for the Disputed Alabama Taxes;

         (ii)  Liens in respect of property or assets of the Borrower or any of
     its Subsidiaries imposed by law, which were incurred in the ordinary course
     of business and do not secure Indebtedness for borrowed money, such as
     carriers', warehousemen's, materialmen's, mechanics' and landlords' liens
     and other similar Liens arising in the ordinary course of business, and
     (x) which do not in the aggregate materially detract from the value of the
     Borrower's or any of its Subsidiaries' property or assets or materially
     impair the use thereof in the operation of the business of the Borrower or
     its Subsidiaries or (y) which are being contested in good faith by
     appropriate proceedings, which proceedings have the effect of preventing
     the forfeiture or sale of the property or assets subject to any such Lien,
     PROVIDED that in the event a reserve is required by generally accepted
     accounting principles for Liens subject to this clause (y), the Borrower
     shall have established such reserve;

        (iii)  Liens of the Borrower or its Subsidiaries in existence on the
     Effective Date which are listed, and the property subject thereto
     described, on Schedule VI,


                                      -62-
<PAGE>

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

         (iv)  Permitted Encumbrances;

          (v)  Liens created pursuant to the Security Documents;

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

        (vii)  Liens on property of the Borrower and its Subsidiaries subject
     to, and securing only, Capitalized Lease Obligations to the extent such
     Capitalized Lease Obligations are permitted by Section 9.05(iv), PROVIDED
     that such Liens only serve to secure the payment of Indebtedness arising
     under such Capitalized Lease Obligation and the Lien encumbering the asset
     giving rise to the Capitalized Lease Obligation does not encumber any other
     asset of the Borrower or any of its Subsidiaries;

       (viii)  Liens (other than any Lien imposed by ERISA) on property of the
     Borrower or any of its Subsidiaries incurred or deposits made in the
     ordinary course of business in connection with (x) workers' compensation,
     unemployment insurance and other types of social security or public
     liability laws or (y) securing the performance of tenders, statutory
     obligations, surety and appeal bonds, bids, leases, government contracts,
     trade contracts, performance and return-of-money bonds and other similar
     obligations (exclusive of obligations for the payment of borrowed money),
     PROVIDED that the aggregate amount of cash and the fair market value of the
     property encumbered by Liens described in this clause (viii) shall not
     exceed $100,000 for all matters;

         (ix)  Liens placed upon equipment or machinery used in the ordinary
     course of the business of the Borrower or any of its Subsidiaries at or
     within 60 days following the time of purchase thereof by the Borrower or
     any of its Subsidiaries to secure Indebtedness representing the purchase
     price thereof, PROVIDED that (x) the Indebtedness secured by Liens
     permitted by this clause (ix) is permitted under Section 9.05(iv), (y) in
     all events, the Lien encumbering the equipment or machinery so acquired
     does not encumber any other asset of the Borrower or any of its
     Subsidiaries and (z) Indebtedness secured by any Lien does not exceed 100%
     of the purchase price of the equipment or machinery being purchased;


                                      -63-
<PAGE>

          (x)  Liens arising from precautionary UCC-1 financing statement
     filings regarding operating leases entered into by the Borrower or any of
     its Subsidiaries in the ordinary course of business;

         (xi)  inchoate Liens (where there has been no execution or levy and no
     pledge or delivery of collateral) arising from and out of judgments or
     decrees in existence at such time not constituting an Event of Default; and

       (xiii)  other Liens that, individually or in the aggregate, do not exceed
     $300,000.

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

          (i)  Capital Expenditures by the Borrower and its Subsidiaries shall
     be permitted to the extent not in violation of Section 9.08;

         (ii)  each of the Borrower and its Subsidiaries may in the ordinary
     course of business, sell equipment which, in the reasonable judgment of the
     Borrower have become obsolete, worn out or uneconomic, the proceeds of
     which (I) are applied in accordance with Section 4.02(A)(g), or (II) are
     used, or irrevocably committed, to purchase replacement equipment within
     180 days from the date of such sale so long as the aggregate amount of
     proceeds from such sales in any one fiscal year do not exceed $300,000;

        (iii)  each of the Borrower and its Subsidiaries may lease (as lessee)
     real or personal property in the ordinary course of business to the extent
     permitted by Section 9.04 (so long as such lease does not create
     Capitalized Lease Obligations except to the extent permitted by 9.02(i));

         (iv)  investments may be made to the extent permitted by Section 9.06;

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


                                      -64-
<PAGE>

         (vi)  the Transaction shall be permitted;

        (vii)  Dividends may be paid to the extent permitted by Section 9.03;

       (viii)  the Borrower and its Subsidiaries may purchase assets not
     otherwise permitted by this Section 9.02 so long as (x) no Default or Event
     of Default exists (before and after giving effect to such purchase), (y)
     the aggregate purchase price for all such purchases does not exceed
     $500,000 in cash and (z) no liabilities in connection with such purchased
     assets are assumed by the Borrower or any of its Subsidiaries; and

         (ix)  the Borrower and its Subsidiaries may make sales of assets not
     otherwise permitted by this Section 9.02 for cash so long as (w) no Default
     or Event of Default exists (both before and after giving effect to such
     sale), (x) such sales are for fair market value, (y) the aggregate amount
     of gross proceeds from all such sales does not exceed $2,000,000 and (z)
     100% of the Net Sale Proceeds from such sale are applied in accordance with
     Sections 4.02(A)(g) and 4.02(B).

To the extent the Required Banks waive the provisions of this Section 9.02 with
respect to the sale of any Collateral (to the extent the Required Banks are
permitted to waive such provisions in accordance with Section 13.12), or any
Collateral is sold as permitted by this Section 9.02, (A) such Collateral shall
be sold free and clear of the Liens created by the Security Documents and (B) if
such Collateral includes all the capital stock in a Subsidiary Guarantor, such
capital stock shall be released from the Pledge Agreement and such Subsidiary
Guarantor shall be released from the Subsidiary Guaranty, and the Agent and
Collateral Agent shall be authorized to take any actions deemed appropriate in
order to effect the foregoing.

          9.03  DIVIDENDS.  The Borrower will not, and will not permit any of
its Subsidiaries to, declare or pay any Dividends with respect to the Borrower
or any of its Subsidiaries, except that any Subsidiary of the Borrower may pay
Dividends to the Borrower or any Wholly-Owned Subsidiary (other than an
Immaterial Subsidiary) of the Borrower.

          9.04  OPERATING LEASES.  The Borrower will not permit the aggregate
payments (including, without limitation, any property taxes paid as additional
rent or lease payments) made by the Borrower and its Subsidiaries on a
consolidated basis under any agreement to rent or lease any real or personal
property (or any extension or renewal thereof) (excluding Capitalized Lease
Obligations) to exceed at any time during the period commencing on the Initial
Borrowing Date and ending December 31, 1996 - $1,650,000, and at any time during
the following fiscal years the amounts set forth opposite said fiscal


                                      -65-
<PAGE>

years: 1997 - $2,425,000; 1998 - $2,550,000; 1999 - $2,675,000; 2000 -
$2,800,000; 2001 - $2,950,000 and 2002 - $3,000,000.

          9.05  INDEBTEDNESS.  The Borrower will not, and will not permit any of
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

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

         (ii)  intercompany indebtedness of PAI and its Wholly-Owned
     Subsidiaries (other than any Immaterial Subsidiary) owing to the Borrower
     to the extent arising in connection with intercompany loans (x) not to
     exceed $3,000,000 in aggregate principal amount outstanding made for the
     general corporate and working capital needs of PAI and its Wholly-Owned
     Subsidiaries (other than any Immaterial Subsidiary) or (y) pursuant to the
     Newco Capital Contribution, in each case, so long as such intercompany
     loans are evidenced by an intercompany promissory note in the form of
     Exhibit N hereto, which note is pledged by the Borrower as Collateral
     pursuant to the Pledge Agreement;

        (iii)  Indebtedness of the Borrower under any Interest Rate Protection
     or Other Hedging Agreement and under any similar type of agreement, in each
     case, entered into pursuant to Section 8.11;

         (iv)  Indebtedness of the Borrower evidenced by Capitalized Lease
     Obligations to the extent permitted pursuant to Section 9.08 and
     Indebtedness of the Borrower incurred pursuant to purchase money Liens
     permitted under Section 9.01(ix);

          (v)  Existing Indebtedness listed on Schedule VIII but without giving
     effect to any refinancings, renewals or increases in the principal amount
     thereof other than any refinancings or renewals which do not result in any
     increase in any amount payable at any time thereunder while the Obligations
     are outstanding and which do not result in terms and conditions of such
     Indebtedness which would be more adverse to the Banks in any material
     respect than the terms and conditions of such Indebtedness immediately
     prior to such refinancing or renewal; and

         (vi)    Indebtedness consisting of reimbursement obligations of the
     Borrower to a surety who provides a surety bond with respect to the
     Disputed Alabama Taxes which reimbursement obligations shall not exceed an
     amount equal to twice the amount of the Disputed Alabama Taxes at the time
     such surety bond is issued, PROVIDED that such obligations are unsecured
     and unguaranteed.


                                      -66-
<PAGE>

          9.06  ADVANCES, INVESTMENTS AND LOANS.  The Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly lend money or
credit or make advances to any Person, or purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any other Person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any
cash or Cash Equivalents, except that the following shall be permitted:

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

         (ii)  the Borrower may acquire and hold cash and Cash Equivalents,
     PROVIDED that all such cash or Cash Equivalents shall be held by the
     Borrower in the Concentration Account or a Bank Deposit Account in
     accordance with the terms of the Concentration Account Consent Letter or
     the relevant Bank Deposit Account Consent Letter, and PROVIDED FURTHER,
     that at any time that any Revolving Loans are outstanding, the aggregate
     amount of cash (which for purposes of this calculation shall be deemed to
     exclude any uncollected funds on deposit in accounts as permitted by
     Section 9.21) and Cash Equivalents permitted to be held by the Borrower and
     its Subsidiaries shall not exceed $500,000 for any period of three
     consecutive Business Days;

        (iii)  the Borrower may enter into Interest Rate Protection or Other
     Hedging Agreements or any similar type of agreement, in each case, entered
     into pursuant to Section 8.11;

         (iv)  the Borrower may make Capital Expenditures to the extent
     permitted by Section 9.08;

          (v)  the Transaction shall be permitted;

         (vi)  the Borrower and its Subsidiaries may make loans and advances in
     the ordinary course of business to their respective employees for moving,
     travel and emergency expenses and other similar expenses, so long as the
     aggregate principal amount thereof at any one time outstanding (determined
     without regard to any write-downs or write-offs of such loans and advances)
     shall not exceed $250,000;

        (vii)  intercompany loans (x) not to exceed $3,000,000 in aggregate
     principal amount outstanding made by the Borrower to PAI and its Wholly-
     Owned Subsidiaries (other than Immaterial Subsidiaries) for the general
     corporate and working capital needs of PAI and its Wholly-Owned
     Subsidiaries (other than


                                      -67-
<PAGE>

     Immaterial Subsidiaries) or (y) made pursuant to the Newco Capital
     Contribution, in each case, to the extent permitted by Section 9.05(ii);
     and

       (viii)  the Borrower or any of its Wholly-Owned Subsidiaries may make
     capital contributions to any other Material Subsidiary so long as the
     aggregate amount thereof does not exceed $300,000.

          9.07  TRANSACTIONS WITH AFFILIATES.  The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any transaction or series of
related transactions, whether or not in the ordinary course of business, with
any Affiliate of the Borrower or any Affiliate of the Borrower's Subsidiaries,
other than transactions by the Borrower or any of its Subsidiaries in the
ordinary course of business and on terms and conditions substantially as
favorable to the Borrower or such Subsidiary, as the case may be, as would be
obtainable by the Borrower or such Subsidiary, as the case may be, at that time
in a comparable arm's-length transaction with a Person other than an Affiliate,
except that (i) the Borrower and its Subsidiaries may effect the Transaction,
(ii) loans, capital contributions, investments and advances made in accordance
with Section 9.06 shall be permitted and (iii) the Borrower may pay customary
fees to non-officer directors of the Borrower.  In no event may any management
or similar fees be paid or payable by the Borrower or any of its Subsidiaries to
any Person other than the Borrower.

          9.08  CAPITAL EXPENDITURES.  (a) The Borrower will not and will not
permit any of its Subsidiaries to, make any expenditure which should be
capitalized in accordance with generally accepted accounting principles,
including all such expenditures with respect to fixed or capital assets
(including, without limitation, expenditures for maintenance and repairs which
should be capitalized in accordance with generally accepted accounting
principles and including Capitalized Lease Obligations) (collectively, "Capital
Expenditures"), except that (x) during the period (taken as one accounting
period) commencing on the Initial Borrowing Date and ending on December 31,
1996, the Borrower and its Subsidiaries may make Capital Expenditures so long as
the aggregate amount thereof does not exceed $2,900,000 during such period and
(y) during any calendar year thereafter the Borrower and its Subsidiaries may
make Capital Expenditures so long as the aggregate amount thereof does not
exceed the amount set forth opposite such fiscal year below:


                                      -68-
<PAGE>

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

                  1997                       $3,350,000
                  1998                       $3,475,000
                  1999                       $3,525,000
                  2000                       $3,675,000
                  2001                       $3,795,000
                  2002                       $3,795,000

For purposes of this Section 9.08, asset purchases made in accordance with
Section 9.02(viii) shall not constitute Capital Expenditures for purposes of
this Section 9.08 and refinancings of existing Capitalized Lease Obligations
effected in accordance with Section 9.05(v) shall not constitute Capital
Expenditures for purposes of this Section 9.08.

          (b)  Notwithstanding anything to the contrary contained above, to the
extent that Capital Expenditures made by the Borrower and its Subsidiaries
pursuant to Section 9.08(a) during any fiscal year are less than the amount
permitted for such fiscal year, such excess may be carried forward and used by
the Borrower and its Subsidiaries to make additional Capital Expenditures during
subsequent fiscal years; PROVIDED that the maximum amount carried forward
pursuant to this clause (b) into any fiscal year shall be $750,000, with any
amounts otherwise permitted to be carried forward, if any, to lapse and
terminate at such time, as they are not permitted to be carried forward into a
subsequent fiscal year by virtue of this proviso.

          9.09  FIXED CHARGE COVERAGE RATIO.  The Borrower will not permit the
Fixed Charge Coverage Ratio for any Test Period ended on the last day of a
fiscal quarter set forth below to be less than the ratio set forth below
opposite such date.

          Fiscal Quarter
          Ended                                          Ratio
          --------------                                 -----

          June 30, 1996                                1.15:1.00
          September 30, 1996                           1.15:1.00
          December 31, 1996                            1.15:1.00
          March 31, 1997                               1.15:1.00
          June 30, 1997                                1.15:1.00
          September 30, 1997                           1.20:1.00
          December 31, 1997                            1.30:1.00
          March 31, 1998                               1.30:1.00
          June 30, 1998                                1.30:1.00
          September 30, 1998                           1.30:1.00


                                      -69-
<PAGE>

          December 31, 1998                            1.30:1.00
          March 31, 1999                               1.30:1.00
          June 30, 1999 and
          each fiscal quarter thereafter               1.20:1:00


          9.10  INTEREST COVERAGE RATIO.  The Borrower will not permit the ratio
of its Consolidated EBITDA to its Consolidated Cash Interest Expense for any
Test Period ended on the last day of a fiscal quarter set forth below to be less
than the ratio set forth below opposite such date:

          Fiscal Quarter
          Ended                                          Ratio
          --------------                                 -----

          June 30, 1996                                2.85:1.00
          September 30, 1996                           2.85:1.00
          December 31, 1996                            3.25:1.00
          March 31, 1997                               3.10:1.00
          June 30, 1997                                3.30:1.00
          September 30, 1997                           3.65:1.00
          December 31, 1997                            4.10:1.00
          March 31, 1998                               4.25:1.00
          June 30, 1998                                4.45:1.00
          September 30, 1998                           4.65:1.00
          December 31, 1998                            5.00:1.00
          March 31, 1999                               5.25:1.00
          June 30, 1999                                5.70:1.00
          September 30, 1999 and each
          fiscal quarter thereafter                    6.00:1.00


          9.11  CONSOLIDATED INDEBTEDNESS TO CONSOLIDATED EBITDA.  The Borrower
will not permit on any date set forth below the ratio of (x) Consolidated
Indebtedness at such time to (y) Consolidated EBITDA for the Test Period then
ended to be greater than the ratio set forth below opposite such date:

          Fiscal Quarter
          Ended                                          Ratio
          --------------                                 -----

          June 30, 1996                                3.50:1.00
          September 30, 1996                           3.50:1.00
          December 31, 1996                            3.00:1.00


                                      -70-
<PAGE>

          March 31, 1997                               3.20:1.00
          June 30, 1997                                3.00:1.00
          September 30, 1997                           2.75:1.00
          December 31, 1997                            2.50:1.00
          March 31, 1998                               2.40:1.00
          June 30, 1998                                2.25:1.00
          September 30, 1998                           2.00:1.00
          December 31, 1998                            1.75:1.00
          March 31, 1999                               1.65:1.00
          June 30, 1999                                1.50:1.00
          September 30, 1999                           1.35:1.00
          December 31, 1999                            1.25:1.00
          March 31, 2000                               1.20:1.00
          June 30, 2000 and each
          fiscal quarter thereafter                    1.00:1.00


          9.12  MINIMUM CONSOLIDATED EBITDA.  The Borrower will not permit its
Consolidated EBITDA for any Test Period ended on the last day of a fiscal
quarter set forth below to be less than the amount set forth below opposite such
date:

          Fiscal Quarter                                  Minimum
          Ended                                           Amount
          --------------                                  -------

          June 30, 1996                                $ 1,700,000
          September 30, 1996                           $ 4,250,000
          December 31, 1996                            $ 7,800,000
          March 31, 1997                               $ 9,600,000
          June 30, 1997                                $10,900,000
          September 30, 1997                           $11,500,000
          December 31, 1997                            $12,250,000
          March 31, 1998                               $12,500,000
          June 30, 1998                                $12,750,000
          September 30, 1998                           $13,000,000
          December 31, 1998                            $13,500,000
          March 31, 1999                               $13,700,000
          June 30, 1999                                $14,000,000
          September 30, 1999                           $14,500,000
          December 31, 1999                            $14,800,000
          March 31, 2000 and each
          fiscal quarter thereafter                    $15,000,000


                                      -71-
<PAGE>

          9.13  MINIMUM CONSOLIDATED NET WORTH.  The Borrower will not permit
its Consolidated Net Worth during any Test Period ended on the last day of a
fiscal quarter set forth below to be less than the amount set forth opposite
such date:

                                                        Minimum
              Period                                   Consolidated
              Ended                                     Net Worth
              -----                                    ------------

          June 30, 1996                                $14,800,000
          September 30, 1996                           $15,250,000
          December 31, 1996                            $16,250,000
          March 31, 1997                               $16,750,000
          June 30, 1997                                $17,750,000
          September 30, 1997                           $18,750,000
          December 31, 1997                            $20,000,000
          March 31, 1998                               $20,750,000
          June 30, 1998                                $21,500,000
          September 30, 1998                           $22,500,000
          December 31, 1998                            $24,000,000
          March 31, 1999                               $24,500,000
          June 30, 1999                                $25,500,000
          September 30, 1999                           $26,500,000
          December 31, 1999                            $28,000,000
          March 31, 2000                               $28,500,000
          June 30, 2000                                $30,000,000
          September 30, 2000                           $30,500,000
          December 31, 2000                            $32,000,000
          March 31, 2001                               $32,500,000
          June 30, 2001                                $33,500,000
          September 30, 2001                           $34,500,000
          December 31, 2001                            $36,000,000
          March 31, 2002                               $36,500,000
          June 30, 2002                                $37,500,000


          9.14  MAXIMUM LEVERAGE.  The Borrower will not permit the ratio of
Consolidated Indebtedness to Consolidated Net Worth at any time during any
quarter ended on a date set forth below to be greater than the ratio set forth
opposite such date set forth below :


                                      -72-
<PAGE>

          Fiscal Quarter
          Ended                                          Ratio
          --------------                                 -----

          June 30, 1996                                2.70:1.00
          September 30, 1996                           2.50:1.00
          December 31, 1996                            2.30:1.00
          March 31, 1997                               2.25:1.00
          June 30, 1997                                2.00:1.00
          September 30, 1997                           1.85:1.00
          December 31, 1997                            1.60:1.00
          March 31, 1998                               1.55:1.00
          June 30, 1998                                1.40:1.00
          September 30, 1998                           1.25:1.00
          December 31, 1998                            1.10:1.00
          March 31, 1999                               1.05:1.00
          June 30, 1999                                0.95:1.00
          September 30, 1999                           0.80:1.00
          December 31, 1999                            0.70:1.00
          March 31, 2000 and each
          fiscal quarter thereafter                    0.50:1.00


          9.15  MINIMUM WORKING CAPITAL RATIO.  The Borrower will not permit the
ratio of Consolidated Current Assets to Consolidated Current Liabilities at any
time to be less than 2.00:1.00.

          9.16  LIMITATION ON MODIFICATIONS OF INDEBTEDNESS, CERTIFICATE OF
INCORPORATION, BY-LAWS AND CERTAIN OTHER AGREEMENTS; ETC.  The Borrower will
not, and will not permit any of its Subsidiaries to:

          (i)  make (or give any notice in respect of) any exchange of any of
     the Borrower's Cumulative Exchangeable Redeemable Preferred Stock or any
     voluntary or optional payment or prepayment on or redemption (including
     pursuant to any change of control provision) or acquisition for value of
     (including, without limitation, by way of depositing with the trustee with
     respect thereto money or securities before due for the purpose of paying
     when due) any Existing Indebtedness, other than, so long as no Default or
     Event of Default exists, (x) any optional redemptions at par and open
     market purchases at par or less of Gilford IRBs in an aggregate amount not
     to exceed $250,000, plus accrued interest to the date of redemption in the
     case of an optional redemption at par, during any calendar year or (y) in
     connection with the refinancing or renewal of Existing Indebtedness


                                      -73-
<PAGE>

     permitted by Section 9.05(v) if the proceeds thereof are applied to effect
     such prepayment, redemption or acquisition for value;

         (ii)  amend or modify, or permit the amendment or modification of, any
     provision of the Existing Indebtedness (except to accomplish a refinancing
     or renewal permitted by Section 9.05(v)), the Acquisition Documents or the
     Merger Documents except for such amendments to any Existing Indebtedness,
     the Acquisition Documents or the Merger Documents which do not relate to
     the terms of any preferred stock and, in the aggregate or individually,
     could not reasonably be likely to be adverse to any Bank in its capacity as
     such;

        (iii)  amend, modify or change its Certificate of Incorporation
     (including, without limitation, by the filing or modification of any
     certificate of designation) (other than the certificate of merger with
     respect to the Merger) or By-Laws, except for such amendments to the
     Certificate of Incorporation or By-Laws of the Borrower or any of its
     Subsidiaries which do not relate to the terms of any preferred stock and,
     in the aggregate or individually, could not reasonably be likely to be
     adverse to any Bank in its capacity as such, and except for any amendment,
     modification or change to its Certificate of Incorporation to increase the
     authorized capital of the Borrower or to effect a reverse split of the
     Borrower's common stock, provided that the Borrower shall not make cash
     payments in respect of the cash out of fractional shares created thereby in
     an aggregate amount in excess of $50,000;

         (iv)  amend, modify or change, terminate, or enter into any new
     Shareholders' Agreement or any other agreement with respect to its capital
     stock, except amendments, modifications, changes or such new agreements
     which are not materially adverse to any Bank, do not violate or breach, or
     are not inconsistent with, any of the terms of this Agreement and which do
     not, and will not, involve the payment by the Borrower or any of its
     Subsidiaries of any amounts and do not result in the Borrower or any of its
     Subsidiaries incurring then or any time in the future any liability or
     monetary obligation;

          (v)  amend, modify or change, terminate or enter into any new Tax
     Sharing Agreement; or

         (vi)  amend, modify or change, or enter into any new Management
     Agreement, Employee Benefit Plan or Employment Agreement, except in the
     case of this clause (vi) if the aggregate cost to the Borrower and its
     Subsidiaries as a result of such amendments, modifications, changes to such
     plans and agreements and new plans and agreements is not reasonably likely
     to have a material adverse effect on the performance, business, property,
     assets, nature of assets, liabilities,


                                      -74-
<PAGE>

     condition (financial or otherwise) or prospects of the Borrower and its
     Subsidiaries taken as a whole.

          9.17  LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES.  The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any
encumbrance or restriction on the ability of any Subsidiary of the Borrower to
(i) pay dividends or make any other distributions on its capital stock or any
other interest or participation in its profits to the Borrower or any Subsidiary
of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of
the Borrower, (ii) make loans or advances to the Borrower or any of the
Borrower's Subsidiaries or (iii) transfer any of its properties or assets to the
Borrower, except for such encumbrances or restrictions existing under or by
reason of (t) applicable law, (u) this Agreement and the other Credit Documents,
(v) customary provisions restricting subletting or assignments of any lease
governing a leasehold interest of the Borrower or a Subsidiary of the Borrower,
(w) customary provisions restricting the assignment of contracts, permits and/or
licenses, (x) restrictions existing in the documents governing the terms of the
Gilford IRBs, (y) by reason of any Permitted Lien or (z) as contemplated by
clause (2) of the second proviso of Section 4.02(A)(h).

          9.18  LIMITATION ON ISSUANCE OF CAPITAL STOCK.  The Borrower will not,
and will not permit any of its Subsidiaries to, issue any capital stock
(including by way of sales of treasury stock) or any options or warrants to
purchase (other than grants of options under the Borrower's long-term stock
incentive plan as in effect on the Effective Date (the "Stock Option Plan")), or
securities convertible into, capital stock, except (i) for transfers and
replacements of then outstanding shares and (ii) for stock splits, stock
dividends and similar issuances which do not decrease the percentage ownership
of any person in the Borrower or any Subsidiary of the Borrower in any class of
the capital stock of the Borrower or such Subsidiary (except for immaterial
decreases in connection with a reverse stock split), (iii) shares of common
stock issued by the Borrower for cash (including, without limitation, shares
issued upon the exercise of employee stock options granted under the Stock
Option Plan or warrants outstanding on the Effective Date) if, after giving
effect to such issuance, no Event of Default will exist under Section 10.10 and
immediately after such issuance, to the extent so required, the Borrower
complies with Section 4.02(A)(e)(i) and (iv) shares issued to the Borrower's or
PAI's 401(K) (or successor) plan to make a 3% match in respect of contributions
by covered employees if, after giving effect to such issuance, no Event of
Default will exist under Section 10.10.  Any stock issued as permitted by this
Section 9.18, if owned by the Borrower or any of the Borrower's Subsidiaries,
shall be immediately pledged as Collateral and delivered pursuant to the Pledge
Agreement.

          9.19  BUSINESS.  The Borrower will not, and will not permit any of its
Subsidiaries, to engage (directly or indirectly) in any line of business other
than the lines


                                      -75-
<PAGE>

of business in which the Borrower and its Subsidiaries is engaged on the Initial
Borrowing Date after giving effect to the Transaction, and reasonably related
extensions thereof.

          9.20  LIMITATION ON CREATION OF SUBSIDIARIES.  The Borrower will not,
and will not permit any of its Subsidiaries to, establish, create or acquire any
new Subsidiary.

          9.21  CONCENTRATION ACCOUNT AND BANK DEPOSIT ACCOUNTS.  The Borrower
will not, and will not permit any of its Subsidiaries to, directly or
indirectly, open, maintain or otherwise have any checking, savings or other
deposit accounts at any bank or other financial institution where cash or Cash
Equivalents is or may be deposited or maintained with any Person, other than (i)
the Bank Deposit Accounts listed on Schedule IV hereto, or such other account as
may be acceptable to the Agent, (ii) the Concentration Account or (iii) as
required by the terms of the Security Agreement.

          9.22  ACCOUNT RECEIVABLE DAYS.  The Borrower will not permit the
number of Account Receivable Days on the last day of any fiscal quarter of the
Borrower to be greater than 55.

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


          10.01  PAYMENTS.  The Borrower shall (i) default in the payment when
due of any principal of any Loan or any Note or any Unpaid Drawing or (ii)
default, and such default shall continue unremedied for two or more Business
Days, in the payment when due of any interest on any Loan or Note or Unpaid
Drawing, or any Fees or any other amounts owing by it hereunder or under any
other Credit Document; or

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

          10.03  COVENANTS.  Any Credit Party shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(g)(i), 8.08, 8.11, 8.16, 8.17 or 9 or (ii) default in the due
performance or observance by it of any other term, covenant  or agreement
contained in this Agreement and such default of the kinds referred to in this
clause (ii) shall continue unremedied for a period of 30 days after written
notice to the Borrower by the Agent or the Required Banks; or

          10.04  DEFAULT UNDER OTHER AGREEMENTS.  The Borrower or any of its
Subsidiaries shall (i) default in any payment of any Indebtedness (other than
the Indebtedness referred to in Section 10.01) beyond the period of grace (not
to exceed 20 days), if


                                      -76-
<PAGE>

any, provided in the instrument or agreement under which such Indebtedness was
created, (ii) default in the observance or performance of any agreement or
condition relating to any Indebtedness (other than the Indebtedness referred to
in Section 10.01) or contained in any instrument or agreement (other than the
Indebtedness referred to in Section 10.01) evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause (determined without regard to whether any notice is required),
any Indebtedness to become due prior to its stated maturity and such default
shall not have been cured or waived, or (iii) any Indebtedness (other than the
Indebtedness referred to in Section 10.01) of the Borrower or any of its
Subsidiaries shall be declared to be due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof; PROVIDED that it shall not constitute an Event of Default
pursuant to this Section 10.04 unless the aggregate amount of all Indebtedness
referred to in the preceding clauses (i) through (iii) above exceeds $500,000 at
any one time; or

          10.05  BANKRUPTCY, ETC.  The Borrower or any of its Subsidiaries shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any successor
thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the
Borrower or any of its Subsidiaries and the petition is not controverted within
10 days, or is not dismissed or discharged, within 60 days, after commencement
of the case; or a custodian (as defined in the Bankruptcy Code) is appointed
for, or takes charge of, all or substantially all of the property of the
Borrower or any of its Subsidiaries, or the Borrower or any of its Subsidiaries
commences any other proceeding under any reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar
law of any jurisdiction whether now or hereafter in effect relating to the
Borrower or any of its Subsidiaries, or there is commenced against the Borrower
or any of its Subsidiaries any such proceeding which remains undismissed or
undischarged for a period of 60 days, or the Borrower or any of its Subsidiaries
is adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Borrower or any of its
Subsidiaries suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a
period of 60 days; or the Borrower or any of its Subsidiaries makes a general
assignment for the benefit of creditors; or any corporate action is taken by the
Borrower or any of its Subsidiaries for the purpose of effecting any of the
foregoing; or

          10.06  ERISA.  (a)  Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code, any Plan shall have had or is likely to have a trustee appointed to
administer such Plan, a contribution required to be made to a Plan has not been
timely made, any Plan is, shall have


                                      -77-
<PAGE>

been or is likely to be terminated or the subject of termination proceedings
under ERISA, any Plan shall have an Unfunded Current Liability, the Borrower, or
any Subsidiary of the Borrower or any ERISA Affiliate has incurred or is likely
to incur a liability to or on account of a Plan under Section 409, 502(i),
502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section
401(a)(29), 4971, 4975 or 4980 of the Code, or the Borrower or any Subsidiary of
the Borrower has incurred or is likely to incur liabilities pursuant to one or
more employee welfare benefit plans (as defined in Section 3(l) of ERISA) which
provide benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA) or employee pension benefit plans (as defined
in Section 3(2) of ERISA); (b) there shall result from any such event or events
or liabilities the imposition of a lien, the granting of a security interest, or
a liability or a material risk of incurring a liability; and (c) which lien,
security interest or liability, individually, and/or in the aggregate, in the
opinion of the Required Banks, will have a material adverse effect upon the
performance, business, assets, nature of assets, liabilities, operations,
properties, condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole; or

          10.07  SECURITY DOCUMENTS.  At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect or shall cease to give the Collateral Agent for the benefit of the
Secured Creditors the Liens, rights, powers and privileges purported to be
created thereby (including, without limitation, a perfected security interest
in, and Lien on, all of the Collateral), in favor of the Collateral Agent,
superior to and prior to the rights of all third Persons (except in connection
with Permitted Liens), and subject to no other Liens (other than Permitted
Liens), or any Credit Party shall default in the due performance or observance
of any term, covenant or agreement on its part to be performed or observed
pursuant to any of the Security Documents and such default shall continue beyond
any grace period specifically applicable thereto pursuant to the terms of such
Security Document; or

          10.08  SUBSIDIARIES GUARANTY.  At any time after the execution and
delivery thereof, the Subsidiaries Guaranty or any provision thereof shall cease
to be in full force or effect as to any Subsidiary Guarantor, or any Subsidiary
Guarantor or any Person acting by or on behalf of any Subsidiary Guarantor shall
deny or disaffirm such Subsidiary Guarantor's obligations under the Subsidiaries
Guaranty, or any Subsidiary Guarantor shall default in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed pursuant to the Subsidiaries Guaranty and such default shall continue
beyond any grace period specifically applicable thereto; or

          10.09  JUDGMENTS.  One or more judgments or decrees shall be entered
against the Borrower or any of its Subsidiaries involving in the aggregate for
the Borrower and its Subsidiaries a liability (not paid or fully covered by a
reputable insurance company)


                                      -78-
<PAGE>

of $500,000 or more and all such judgments or decrees shall not be satisfied,
vacated, discharged or stayed or bonded pending appeal for any period of 30
consecutive days; or

          10.10  CHANGE OF CONTROL.  There shall be a Change of Control;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Agent, upon the written request of the Required
Banks, shall by written notice to the Borrower, take any or all of the following
actions, without prejudice to the rights of the Agent, any Bank or the holder of
any Note to enforce its claims against any Credit Party (PROVIDED that, if an
Event of Default specified in Section 10.05 shall occur with respect to the
Borrower, the result which would occur upon the giving of written notice by the
Agent to the Borrower as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice):  (i) declare the Total
Commitment terminated, whereupon all Commitments of each Bank shall forthwith
terminate immediately and any Commitment Commission and other Fees shall
forthwith become due and payable without any other notice of any kind; (ii)
declare the principal of and any accrued interest in respect of all Loans and
the Notes and all Obligations owing hereunder and thereunder to be, whereupon
the same shall become, forthwith due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by each
Credit Party; (iii) terminate any Letter of Credit which may be terminated in
accordance with its terms; (iv) direct the Borrower to pay (and the Borrower
agrees that upon receipt of such notice, or upon the occurrence of an Event of
Default specified in Section 10.05, it will pay) to the Collateral Agent at the
Payment Office such additional amount of cash, to be held as security by the
Collateral Agent for the benefit of the Banks in a cash collateral account
established and maintained by the Collateral Agent pursuant to a cash collateral
agreement in form and substance satisfactory to the Collateral Agent, as is
equal to the aggregate Letters of Credit Outstandings; (v) exercise any rights
or remedies under any of the Subsidiaries Guaranty; and (vi) enforce, as
Collateral Agent, all of the Liens and security interests created pursuant to
the Security Documents.

          Section 11.  DEFINITIONS AND ACCOUNTING TERMS.

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

          "A Term Loan" shall have the meaning provided in Section 1.01(a).

          "A Term Loan Commitment" shall mean, with respect to each Bank, the
amount set forth opposite such Bank's name in Schedule I directly below the
column entitled "A Term Loan Commitment," as the same may be reduced or
terminated pursuant to Section 3.03, 4.02 and/or 10.


                                      -79-
<PAGE>

          "A Term Loan Facility" shall mean the facility evidenced by Total A
Term Loan Commitment.

          "A Term Loan Maturity Date" shall mean the fourth anniversary of the
Initial Borrowing Date.

          "A Term Note" shall have the meaning provided in Section 1.05(a)(i).

          "A TL Percentage" shall mean, at any time, a fraction (expressed as a
percentage) the numerator of which is equal to the aggregate principal amount of
all A Term Loans outstanding at such time and the Total A Term Loan Commitment
then in effect and the denominator of which is equal to the aggregate principal
amount of all Term Loans outstanding at such time and the Total Term Loan
Commitment then in effect.

          "Account Receivable Days" shall mean, as of the last day of any fiscal
quarter, the number of account receivable days determined by multiplying (i) the
quotient obtained by dividing (x) the total face amount of the net account
receivables balance of the Borrower and its Subsidiaries as of such last day by
(y) the net revenue of the Borrower and its Subsidiaries for such quarter by
(ii) 90 days.

          "Acquisition" shall mean the acquisition by Newco of 100% of the
capital stock of PAI pursuant to the Acquisition Documents and the Merger
Documents.

          "Acquisition Agreement" shall mean the Shareholders Agreement, dated
as of February 16, 1996, between the Borrower, Newco and the sellers listed on
Schedule I thereto, as in effect on the date hereof.

          "Acquisition Documents" shall mean the Acquisition Agreement and all
other documents entered into in connection with the Acquisition Agreement or the
Acquisition.

          "Additional Collateral" shall mean all property (whether real or
personal) in which security interests are granted (or purported to be granted)
(and continue to be in effect at the time of determination) pursuant to 8.17.

          "Additional Security Documents" shall mean all mortgages, pledge
agreements, security agreements and other security documents entered into
pursuant to 8.17 with respect to Additional Collateral.

          "Adjusted Consolidated Net Income" for any period shall mean
Consolidated Net Income for such period plus the sum of the amount of all net
non-cash charges (including, without limitation, depreciation, amortization,
deferred tax expense, non-cash


                                      -80-
<PAGE>

interest expense and other non-cash charges (including non-cash charges arising
from purchase accounting adjustments relating to the Transaction)) included in
arriving at Consolidated Net Income for such period less the sum of the amount
of all net non-cash gains or losses and gains or losses from sales of assets
(other than sales of inventory in the ordinary course of business) and Recovery
Events included in arriving at Consolidated Net Income for such period.

          "Adjusted Consolidated Working Capital" shall mean Consolidated
Current Assets (excluding (i) cash, (ii) Cash Equivalents and (iii) the amount
of the Total Unutilized Revolving Loan Commitment at such time) less
Consolidated Current Liabilities.

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with, such Person; PROVIDED, HOWEVER, that for purposes of Section 9.07,
an Affiliate of the Borrower shall include any Person that directly or
indirectly (including through limited partner or general partner interests) owns
more than 5% of any class of the capital stock of the Borrower and for all
purposes of this Agreement, neither the Agent, the Collateral Agent, any Bank or
any of their respective Affiliates, shall be considered an Affiliate of the
Borrower or any of its Subsidiaries.  A Person shall be deemed to control
another Person if such Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of such other
Person, whether through the ownership of voting securities, by contract or
otherwise.

          "Affiliate Contracts" shall have the meaning provided in Section 5.05.

          "Agent" shall mean Banque Paribas in its capacity as Agent for the
Banks hereunder, and shall include any successor to the Agent appointed pursuant
to Section 12.09.

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

          "Applicable Margin" shall mean a percentage per annum equal to (i) (A)
in the case of A Term Loans and Revolving Loans which are maintained as Base
Rate Loans, 1.75% and (B) in the case of B Term Loans which are maintained as
Base Rate Loans, 2.25% and (ii) (A) in the case of A Term Loans and Revolving
Loans which are maintained as Eurodollar Loans, 3.25% and (B) in the case of B
Term Loans which are maintained as Eurodollar Loans, 3.75%.

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


                                      -81-
<PAGE>

          "B Term Loan Commitment" shall mean, with respect to each Bank, the
amount set forth opposite such Bank's name in Schedule I directly below the
column entitled "B Term Loan Commitment," as the same may be terminated pursuant
to Section 3.03, 4.02 and/or 10.

          "B Term Loan Facility" shall mean the facility evidenced by the Total
B Term Loan Commitment.

          "B Term Loan Maturity Date" shall mean the sixth anniversary of the
Initial Borrowing Date.

          "B Term Note" shall have the meaning provided in Section 1.05(a)(ii).

          "B TL Percentage" shall mean, at any time, a fraction (expressed as a
percentage) the numerator of which is equal to the aggregate principal amount of
all B Term Loans outstanding at such time and the Total B Term Loan Commitment
then in effect and the denominator of which is equal to the aggregate principal
amount of all Term Loans outstanding at such time and the Total Term Loan
Commitment then in effect.

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

          "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.04(c) or (ii) a Bank
having notified in writing the Borrower and/or the Agent that it does not intend
to comply with its obligations under Section 1.01 or 2, including in either case
as a result of any takeover of such Bank by any regulatory authority or agency.

          "Bank Deposit Account" shall have the meaning provided in Section
5.08(b).

          "Bank Deposit Account Consent Letter" shall have the meaning provided
in Section 5.08(b).

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

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

          "Banque Paribas" shall mean Banque Paribas, a French banking
organization acting through its New York Branch.


                                      -82-
<PAGE>

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

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

          "Blocked Commitment" shall mean (i) an amount equal to $1,200,000 and,
in the event the Agent reasonably determines that the Tax Liability is less than
$1,200,000, the Blocked Commitment shall be reduced by the amount by which the
Tax Liability is less than $1,200,000 and (ii) at any time after the date on
which the Agent and the Required Banks have been satisfied that the Tax Payment
has been paid in full or that the Borrower and its Subsidiaries do not have any
remaining liability with respect to the Tax Liability, zero.

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

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

          "Borrowing Base" shall mean, as at any date on which the amount
thereof is being determined, an amount equal to the sum of 85% of Eligible
Receivables and 50% of Eligible Inventory.

          "Borrowing Base Certificate" shall have the meaning provided in
Section 8.01(k).

          "Borrowing Base Deficiency" shall mean, at any time, the amount, if
any, by which the sum of the aggregate principal amount of Revolving Loans then
outstanding plus the Letter of Credit Outstandings at such time exceeds the
Borrowing Base then in effect.

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


                                      -83-
<PAGE>

day which is a Business Day described in clause (i) above and which is also a
day for trading by and between banks in the New York interbank Eurodollar
market.

          "Capital Expenditures" shall have the meaning provided in Section
9.08.

          "Capital Lease," as applied to any Person, shall mean any lease of any
property (whether real, personal or mixed) by that Person as lessee which, in
conformity with generally accepted accounting principles, is accounted for as a
capital lease on the balance sheet of that Person.

          "Capitalized Lease Obligations" of any Person shall mean all rental
obligations under Capital Leases, in each case taken at the amount thereof
accounted for as Indebtedness in accordance with generally accepted accounting
principles.

          "Cash Equivalents" shall mean, as to any Person, (i) securities issued
or directly and fully guaranteed or insured by the United States or any agency
or instrumentality thereof (PROVIDED that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than
twelve months from the date of acquisition, (ii) time deposits and certificates
of deposit of any commercial bank organized under the laws of the United States,
any State thereof or the District of Columbia having, or which is the principal
banking subsidiary of a bank holding company organized under the laws of the
United States, any State thereof, or the District of Columbia having, capital,
surplus and undivided profits aggregating in excess of $200,000,000 and having a
long-term unsecured debt rating of at least "A" or the equivalent thereof from
Standard & Poor's Ratings Services ("S&P") or "A2" or the equivalent thereof
from Moody's Investors Service, Inc. ("Moody's"), with maturities of not more
than twelve months from the date of acquisition by such Person, (iii) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clause (i) above entered into with any bank meeting the
qualifications specified in clause (ii) above, (iv) commercial paper issued by
any Person incorporated in the United States rated at least A-2 or the
equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody's
and in each case maturing not more than twelve months after the date of
acquisition by such Person, (v) investments in money market funds substantially
all of whose assets are comprised of securities of the types described in
clauses (i) through (iv) above.

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

          "Change of Control" shall mean (i) the direct or indirect acquisition
by any Person or group (as such term is defined in Section 13(d)(3) of the
Securities Exchange Act) of the beneficial ownership (as such term is defined in
Rule 13D-3 promulgated under


                                      -84-
<PAGE>

the Securities Exchange Act) of 20% or more of the outstanding shares of the
common stock of the Borrower, PROVIDED that Lehman Brothers Group, Inc. or any
transferees of Lehman Brothers Group, Inc. shall be permitted to collectively
own up to 25% of the combined voting power attributable to all classes of
capital stock of the Borrower entitled to vote in the election of directors
generally (the "Voting Securities") so long as Mr. Stephen W. Bershad controls
at least 30% of the combined voting power of the Voting Securities outstanding
at such time, (ii) Mr. Stephen W. Bershad shall at any time fail to control
shares of capital stock of the Borrower entitling him to exercise at least 40%
of the combined voting power of the Voting Securities outstanding at such time
except as such 40% ownership interest may be diluted through the issuance of
capital stock after the Effective Date pursuant to the exercise of options or
warrants outstanding on the Effective Date, (iii) the Board of Directors of the
Borrower shall not consist of a majority of Continuing Directors, (iv) Mr.
Bershad shall cease to be Chairman and Chief Executive Officer of the Borrower
unless within six months of the date on which Mr. Bershad ceases to be Chairman
and Chief Executive Officer of the Borrower (or to have such responsibilities),
the Borrower shall have employed a replacement Chairman and Chief Executive
Officer acceptable to the Required Banks or (v) an "ownership change" within
Section 382 of the Code shall have occurred.

          "Claims" shall have the meaning provided in the definition of
"Environmental Claims."

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

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

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

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


                                      -85-
<PAGE>

          "Commitment" shall mean, with respect to each Bank, such Bank's A Term
Loan Commitment, B Term Loan Commitment and Revolving Loan Commitment, if any.

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

          "Concentration Account" shall mean a separate account established and
maintained with and in the name of the Concentration Account Bank for the
benefit of the Secured Creditors by the Borrower and each of its Subsidiaries
and in which the Collateral Agent has a security interest pursuant to the
Concentration Account Consent Letter.

          "Concentration Account Bank" shall mean Republic National Bank of New
York and such other bank that may become a Concentration Account Bank in
accordance with the Security Agreement.

          "Concentration Account Consent Letter" shall have the meaning provided
in Section 5.08(c).

          "Consolidated Cash Interest Expense" shall mean, for any period, the
total consolidated interest expense of the Borrower and its Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) payable during such period in respect of all Indebtedness of the
Borrower and its Subsidiaries, on a consolidated basis, for such period
(including, without duplication, the cash portion of Capitalized Lease
Obligations representing the interest factor for such period but excluding (i)
interest accrued on liabilities listed on Schedule IX, established at their net
present value and (ii) amortization of deferred financing fees).

          "Consolidated Current Assets" shall mean, at any time, the
consolidated current assets of the Borrower, and its Subsidiaries at such time
determined on a consolidated basis plus the Total Unutilized Revolving Loan
Commitment.

          "Consolidated Current Liabilities" shall mean the consolidated current
liabilities of the Borrower and its Subsidiaries, but excluding the current
portion of any long-term Indebtedness which would otherwise be included therein
(including, without limitation, all Revolving Loans).

          "Consolidated EBIT" shall mean, for any period, the Consolidated Net
Income before interest income, consolidated interest expense and provision for
taxes and without giving effect to any net extraordinary gains or losses or
gains or losses from sales of assets other than inventory sold in the ordinary
course of business.


                                      -86-
<PAGE>

          "Consolidated EBITDA" for any period shall mean Consolidated EBIT,
adjusted by adding thereto the amount of all amortization of intangibles and
depreciation that were deducted in arriving at Consolidated Net Income for such
period, PROVIDED, that to the extent Consolidated EBITDA is being determined for
any period of less than four consecutive fiscal quarters, the amount of
Consolidated EBITDA to be used for purposes of calculations being made pursuant
to Section 9.11 for the period of determination shall be equal to the product of
the amount of Consolidated EBITDA for such period and a fraction, the numerator
of which is 365 and the denominator of which is the number of days elapsed
during such period.

          "Consolidated Indebtedness" shall mean, at any time, all Indebtedness
of the Borrower and its Subsidiaries determined on a consolidated basis
(excluding (x) the stated amount of any surety bond issued in connection with
the Disputed Alabama Taxes and (y) all Indebtedness of the type described in
clause (vii) of the definition thereof, except to the extent amounts are owing
with respect thereto upon the termination of the respective agreement
constituting such Indebtedness).

          "Consolidated Net Income" shall mean, for any period, net income of
the Borrower and its Subsidiaries for such period determined on a consolidated
basis (after provision for taxes); PROVIDED, HOWEVER, the net income of any
Subsidiary of the Borrower, which is not a Wholly-Owned Subsidiary of the
Borrower and for which the investment of the Borrower therein is accounted for
by the equity method of accounting, shall have its net income included in the
Consolidated Net Income of such Person and its Subsidiaries only to the Extent
of the amount of cash dividends or distributions paid by such Subsidiary to the
Borrower.

          "Consolidated Net Worth" shall mean, as to any Person and its
Subsidiaries determined on a consolidated basis, the sum of their capital stock,
capital in excess of par or stated value of shares of its capital stock,
retained earnings and any other account which, in accordance with generally
accepted accounting principles in the United States, constitutes stockholders
equity, excluding any treasury stock.

          "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (ii) to advance or supply funds (x) for the
purchase or payment of any such primary obligation or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary


                                      -87-
<PAGE>

obligor to make payment of such primary obligation or (iv) otherwise to assure
or hold harmless the holder of such primary obligation against loss in respect
thereof; PROVIDED, HOWEVER, that the term Contingent Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business.  The amount of any Contingent Obligation shall be deemed to
be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.

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

          "Credit Documents" shall mean this Agreement, each Note, each Notice
of Borrowing, each Notice of Conversion, each Letter of Credit, each Letter of
Credit Request, the Subsidiaries Guaranty and each Security Document.

          "Credit Event" shall mean the making of any Loan or the issuance of
any Letter of Credit.

          "Credit Party" shall mean the Borrower and each Subsidiary Guarantor.

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

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

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

          "Deficiency Condition" shall have the meaning provided in Section
4.02(A)(b).

          "Deposit Bank" shall have the meaning provided in Section 5.08(b).

          "Disputed Alabama Taxes" shall mean franchise taxes and interest and
penalties thereon, in an amount not to exceed $585,000 plus the statutorily
mandated rate of interest, payable to the State of Alabama, Department of
Revenue, in connection with a dispute which is the subject of SPEEDRING, INC.,
TAXPAYER, V. STATE OF ALABAMA DEPARTMENT OF REVENUE.  (Docket Number F.95-237,
F.95-288).


                                      -88-
<PAGE>

          "Dividend" with respect to any Person shall mean that such Person has
declared or paid a dividend or returned any equity capital to its stockholders
or authorized or made any other distribution, payment or delivery of property
(other than common stock of such Person) or cash to its stockholders in their
capacity as stockholders, or redeemed, retired, purchased or otherwise acquired,
directly or indirectly, for a consideration any shares of any class of its
capital stock outstanding on or after the Effective Date (or any options or
warrants issued by such Person with respect to its capital stock), or set aside
any funds for any of the foregoing purposes, or shall have permitted any of its
Subsidiaries to purchase or otherwise acquire for a consideration any shares of
any class of the capital stock of such Person outstanding on or after the
Effective Date (or any options or warrants issued by such Person with respect to
its capital stock).  Without limiting the foregoing, "Dividends" with respect to
any Person shall also include all cash payments made or required to be made by
such Person with respect to any stock appreciation rights, equity incentive
plans (other than cash contributions to the Borrower's or PAI's 401(K) plan (or
any successor plan) to fund a 3% matching contribution paid in stock) or any
similar plans or setting aside of any funds for the foregoing purposes.

          "Documents" shall mean the Credit Documents, the Acquisition Documents
and the Merger Documents.

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

          "Drawing" shall have the meaning provided in Section 2.05(b).

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

          "Eligible Inventory" shall mean the gross dollar value (valued at the
lower of cost (determined on a first in-first out basis) or market value) of the
inventory of the Borrower, which conforms to the representations and warranties
contained in the Security Agreement including, without limitation, that the
Collateral Agent shall have and maintain a first priority perfected security
interest in all such inventory, which inventory constitutes raw materials, work-
in-progress or finished goods and which is not, in the Borrower's good faith
opinion and consistent with past practice, excess, obsolete or unmerchantable,
less (i) any supplies (other than raw materials), spare parts, goods returned or
rejected by customers and goods to be returned to suppliers, (ii) inventory
subject to any Lien other than the Liens created under the Security Documents or
(iii) any market reserves maintained by the Borrower and its Subsidiaries.

          "Eligible Receivables" shall mean the total face amount of the
receivables of the Borrower which conform to the representations and warranties
contained in the Security Agreement (including, without limitation, that the
Collateral Agent shall have and


                                      -89-
<PAGE>

maintain a first priority perfected security interest in all such receivables),
and at all times continue to be acceptable to the Collateral Agent in its
reasonable judgment less any returns, discounts, claims, credits and allowances
of any nature (whether issued, owing, granted or outstanding) and less reserves
for any other matter affecting the creditworthiness of account debtors with
respect to the receivables and excluding (i) bill and hold (deferred shipment)
transactions and progress billings, (ii) contracts or sales to any Affiliate,
(iii) all receivables which have not been paid in full within 90 days after the
invoice date thereof or which have been disputed by the account debtor, (iv)
sales to account debtors residing or located outside the United States, (v)
receivables of any account debtor with respect to which any action or event of
the types described in Section 10.05 has occurred, (vi) receivables of any
account debtor of which 50% or more of the aggregate outstanding receivables of
such account debtor owed to the Borrower would be excluded pursuant to clause
(iii) hereof, (vii) to the extent that the receivables of any account debtor
exceed 10% of the total outstanding receivables of all account debtors owed to
the Borrower, all receivables of such account debtor in excess of such 10%,
(viii) receivables with respect to which the Collateral Agent does not have a
valid, first priority and perfected security interest (it being understood that
until such time as, and to the extent that, Assignment of Claims Act Notices are
filed in accordance with the Security Agreement, receivables arising under the
applicable Government Contract shall not be included in the calculation of the
Borrowing Base) and (ix) any receivable subject to a Lien (other than Liens
granted to the Collateral Agent as contemplated hereunder).

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

          "Employee Benefit Plans" shall mean all Plans, or any other similar
plans or arrangements for the benefit of the employees of the Borrower or any
Subsidiary of the Borrower, and any profit sharing plans and deferred
compensation plans of the Borrower or any Subsidiary of the Borrower.

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

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


                                      -90-
<PAGE>

fication, cost recovery, compensation or injunctive relief resulting from
Hazardous Materials arising from alleged injury or threat of injury to health,
safety or the environment.

          "Environmental Law" shall mean any Federal, state, foreign or local
statute, law, rule, regulation, ordinance, code, policy and rule of common law
now or hereafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, relating to the environment, health, safety
or Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal
Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 ET SEQ.; the
Toxic Substances Control Act, 15 U.S.C. Section 2601 ET SEQ.; the Clean Air Act,
42 U.S.C. Section 7401 ET SEQ.; the Safe Drinking Water Act, 42 U.S.C. Section
300f ET SEQ.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 ET SEQ.; the
Occupational Safety and Health Act, 29 U.S.C. Section 651 ET SEQ.; and any
applicable state and local or foreign counterparts or equivalents.

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

          "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or any Subsidiary of the Borrower
would be deemed to be a "single employer" (i) within the meaning of Section
414(b), (c), (m) or (o) of the Code or (ii) as a result of the Borrower or a
Subsidiary of the Borrower being or having been a general partner of such
person.

          "Eurodollar Loan" shall mean each Loan designated as such by the
Borrower at the time of the incurrence thereof or conversion thereto.

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

          "Excess Cash Flow" shall mean, for any period, the remainder of
(without duplication) (i) the sum of (a) Adjusted Consolidated Net Income for
such period and (b) the decrease, if any, in Adjusted Consolidated Working
Capital from the first day to the last day of such period, minus (ii) the sum of
(a) the amount of cash Capital Expenditures (to the extent not financed with
Indebtedness (but not in excess of the amounts permitted pursuant to Section
9.08)), and the amount of asset purchases permitted by Section 9.02(viii), made
by the Borrower and its Subsidiaries on a consolidated basis during such period,
(b) the amount of permanent principal payments of Indebtedness for borrowed
money of the Borrower and its Subsidiaries (other than (1) payments made in
respect of the Refinanced


                                      -91-
<PAGE>

Indebtedness and (2) repayments of Loans), PROVIDED that repayments of Loans
shall be deducted in determining Excess Cash Flow if such repayments were
applied to Scheduled Repayments required to be made during such period or were
made as a voluntary prepayment with internally generated funds (but in the case
of a voluntary prepayment of Revolving Loans, only to the extent accompanied by
a voluntary reduction to the Total Revolving Loan Commitment) during such
period, (c) the increase, if any, in Adjusted Consolidated Working Capital from
the first day to the last day of such period, (d) the increase, if any, during
such period in current liabilities due to any accrued dividends on preferred
stock of the Borrower.  Notwithstanding the foregoing, Excess Cash Flow shall
not be increased by the reclassification of any Other Long Term Liability into a
current liability.

          "Excess Cash Flow Payment Period" shall mean (a) the period commencing
on the Initial Borrowing Date and ending on December 31, 1996 and (b) each
calendar year thereafter.

          "Excess Condition" shall have the meaning provided in Section
4.02(A)(a).

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

          "Facility" shall mean any of the credit facilities established under
this Agreement, I.E., the Term Loan Facility or the Revolving Loan Facility.

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

          "Federal Funds Rate" shall mean for any period, a fluctuating interest
rate 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 which
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 the Agent.

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

          "Fixed Charge Coverage Ratio" for any period shall mean the ratio of
(x) Consolidated EBITDA less the amount of Capital Expenditures made in cash,
and less the amount of asset purchases permitted by Section 9.02(viii), by the
Borrower or any of its Subsidiaries for such period to (y) Fixed Charages for
such period.


                                      -92-
<PAGE>

          "Fixed Charges" for any period shall mean the sum of (i) Consolidated
Cash Interest Expense for such period, (ii) the aggregate principal amount of
all scheduled Term Loan payments, (iii) the portion of payments with respect to
Capitalized Lease Obligations representing the principal factor for such period,
(iv) all taxes payable by the Borrower and its Subsidiaries for such period
(other than payments in respect of the Tax Liability), (v) payments made as an
optional redemption or an open market purchase of the Gilford IRBs permitted in
accordance with Section 9.16(i)(x) and (vi) cash payments in respect of the cash
out of fractional shares created by a reverse split of the Borrower's common
stock permitted in accordance with Section 9.16(iii).

          "Gilford IRBs" shall mean the $1,870,000 principal amount Industrial
Development Authority of the State of New Hampshire Floating/Fixed Rate
Industrial Facility Revenue Bonds (V Land Corporation-1985 Laconia Series) due
2005.

          "Gilford IRB Mortgage" shall mean the Leasehold Mortgage, Assignment
and Security Agreement, dated as of October 1, 1987, among V Land Corporation,
the Borrower and Laconia Peoples National Bank and Trust Company, as Trustee, as
amended from time to time in accordance with the terms hereof and thereof.

          "Hazardous Materials" means (a) petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, transformers or other equipment that contain,
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
(b) any chemicals, materials or substances defined as or included in the
definition of "hazardous substances," "hazardous waste," "hazardous materials,"
"extremely hazardous waste," "restricted hazardous waste," "toxic substances,"
"toxic pollutants," "contaminants," or "pollutants," or words of similar meaning
and regulatory effect, under any applicable Environmental Law; and (c) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated under applicable Environmental Laws.

          "Immaterial Subsidiary" shall mean any Subsidiary that owns no assets
as indicated on Schedule III.

          "Indebtedness" shall mean, as to any Person, without duplication, (i)
all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services other than trade payables and accrued expenses arising in the ordinary
course of business in accordance with customary trade terms, (ii) the maximum
amount available to be drawn under all letters of credit issued for the account
of such Person and all unpaid drawings in respect of such letters of credit,
(iii) all Indebtedness of another Person of the types described in clause (i),
(ii), (iv), (v), (vi) or (vii) of this definition secured by any Lien (other
than Permitted Liens) on any property owned by the Borrower or any of its
Subsidiaries, whether or not


                                      -93-
<PAGE>

such Indebtedness has been assumed by the Borrower or any its Subsidiaries, (iv)
all Capitalized Lease Obligations of such Person, (v) all obligations of such
Person to pay a specified purchase price for goods or services, whether or not
delivered or accepted, I.E., take-or-pay and similar obligations, (vi) all
Contingent Obligations of such Person, (vii) all obligations under any Interest
Rate Protection or Other Hedging Agreement or under any similar types of
agreements entered into with a Person not a Bank or financial institution, as
the case may be and (viii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money.

          "Indemnified Matters" shall have the meaning provided in Section
13.01.

          "Indemnitees" shall have the meaning provided in Section 13.01.

          "Initial Borrowing Date" shall mean the date on which the initial
Credit Event occurs.

          "Intellectual Property" shall have the meaning provided in Section
7.21.

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

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

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

          "IRB Property" shall mean the Borrower's real property located in
Gilford, New Hampshire that is subject to the Gilford IRBs.

          "Issuing Bank" shall mean Banque Paribas.

          "L/C Supportable Indebtedness" shall mean (i) obligations of the
Borrower or any of its Subsidiaries incurred in the ordinary course of business
with respect to workers compensation, surety bonds and other similar statutory
obligations and (ii) such other obligations of the Borrower or any of its
Subsidiaries as are reasonably acceptable to the Issuing Bank and otherwise
permitted to exist pursuant to the terms of this Agreement.

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


                                      -94-
<PAGE>

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

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

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

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

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

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

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

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

          "Material Contracts" shall have the meaning provided in Section 5.05.

          "Material Subsidiary" shall mean any Subsidiary that is not an
Immaterial Subsidiary.

          "Maturity Date" with respect to a Tranche shall mean either the A Term
Loan Maturity Date, the B Term Loan Maturity Date or the Revolving Loan Maturity
Date, as the case may be.

          "Merger" shall mean the merger of Newco with, and into, PAI pursuant
to the Merger Documents, with PAI as the surviving corporation of the Merger, as
a direct Wholly-Owned Subsidiary of the Borrower.

          "Merger Agreement" shall mean the Agreement and Plan of Merger, dated
as of February 16, 1996, among the Borrower, Newco and PAI, as in effect on the
date hereof.


                                      -95-
<PAGE>

          "Merger Documents" shall mean the Merger Agreement and all other
documents entered into in connection with the Merger Agreement or the Merger.

          "Minimum Borrowing Amount" shall mean (i) for Base Rate Loans,
$100,000 and (ii) for Eurodollar Loans, $250,000.

          "Mortgages" shall have the meaning provided in Section 5.09.

          "Mortgage Policies" shall have the meaning provided for in Section
5.09.

          "Mortgaged Properties" shall have the meaning provided in Section
5.09.

          "Net Cash Proceeds" shall have the meaning provided in Section
4.02(A)(e)(i).

          "Net Sale Proceeds" shall mean for any sale of assets, the gross cash
proceeds (including any cash received by way of deferred payment pursuant to a
promissory note, receivable or otherwise, but only as and when received)
received from such sale, net of reasonable transaction costs (including, without
limitation, attorneys' fees), the amount of such gross cash proceeds required to
be used to permanently repay any Indebtedness which is secured by the respective
assets which were sold, and the estimated marginal increase in income taxes
which will be payable by the Borrower's consolidated group as a result of such
sale.

          "Newco" shall mean PA Acquisition Corporation, a Delaware corporation.

          "Newco Capital Contribution" shall have the meaning provided in
Section 5.17.

          "Note" shall mean each A Term Note, each B Term Note and each
Revolving Note.

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

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

          "Notice Office" shall mean the office of the Agent located at 787
Seventh Avenue, New York, New York 10019, Attention:  Donald Ercole or such
other office as the Agent may hereafter designate in writing as such to the
other parties hereto.

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


                                      -96-
<PAGE>

          "Other Long Term Liabilities" shall mean consolidated noncurrent
liabilities of the Borrower and its Subsidiaries but excluding any Borrowings
under the Credit Agreement and the Gilford IRBs.

          "PAI" shall mean Precision Aerotech, Inc., a Delaware corporation.

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

          "Payment Office" shall mean the office of the Agent located at 787
Seventh Avenue, New York, New York 10019, Attention:  Donald Ercole or such
other office as the Agent may hereafter designate in writing as such to the
other parties hereto.

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

          "Percentage" of any Bank at any time shall mean a fraction (expressed
as a percentage) the numerator of which is the Revolving Loan Commitment of such
Bank at such time and the denominator of which is the Total Revolving Loan
Commitment at such time; PROVIDED, that if the Percentage of any Bank is to be
determined after the Total Revolving Loan Commitment has been terminated, then
the Percentages of the Banks shall be determined immediately prior (and without
giving effect) to such termination.

          "Permitted Encumbrance" shall mean, with respect to any Mortgaged
Property, such exceptions to title as are set forth in the title insurance
policy or title commitment delivered with respect thereto, all of which
exceptions must be acceptable, on the date of delivery of such title insurance
policy, to the Agent and the Required Banks.

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

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

          "Plan" shall mean any multiemployer or single-employer plan, as
defined in Section 4001 of ERISA, which is maintained or contributed to by (or
to which there is an obligation to contribute of) the Borrower, a Subsidiary of
the Borrower or an ERISA Affiliate, and each such Plan for the five year period
immediately following the latest date on which the Borrower, a Subsidiary of the
Borrower or an ERISA Affiliate maintained, contributed to or had an obligation
to contribute to such Plan.

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


                                      -97-
<PAGE>

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

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

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

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

          "Projections" shall have the meaning provided in Section 5.18(b).

          "Quarterly Payment Date" shall mean the last Business Day of each
March, June, September and December of each calendar year.

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

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

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


                                      -98-
<PAGE>

          "Recovery Event" shall mean the receipt by the Borrower or any of its
Subsidiaries of any cash insurance or condemnation proceeds (including, without
limitation, errors and omissions policies), payable (i) by reason of theft,
physical destruction or damage or any other similar event with respect to any
properties or assets of the Borrower or any of its Subsidiaries, (ii) by reason
of any condemnation, taking or seizing or similar event with respect to any
properties or assets of the Borrower or any of its Subsidiaries and (iii) under
any other policy of insurance required to be maintained under Section 8.03
(including key-man life insurance and business interruption insurance).

          "Refinanced Indebtedness" shall have the meaning provided in Section
5.22.

          "Register" shall have the meaning provided in Section 8.15.

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

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

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

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

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

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

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

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


                                      -99-
<PAGE>

          "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan other than those events as to which the 30-day
notice period is waived under subsection .13, .14, .16, .18, .19 or .20 of PBGC
Regulation Section 2615.

          "Required A Facility Banks" shall mean Banks the sum of whose
outstanding A Term Loans represent an amount greater than 50% of all outstanding
A Term Loans made by all Banks.

          "Required B Facility Banks" shall mean Banks the sum of whose
outstanding B Term Loans represent an amount greater than 50% of the sum of all
outstanding B Term Loans made by all Banks.

          "Required Banks" shall mean Banks the sum of whose outstanding Term
Loans, Term Loan Commitments (to the extent not theretofore terminated) and
Revolving Loan Commitments (or after the termination thereof, the sum of
outstanding Revolving Loans and Letter of Credit Outstandings), represent an
amount greater than 50% of the sum of all outstanding Term Loans, the then Total
Term Loan Commitments (to the extent not theretofore terminated) and the Total
Revolving Loan Commitment (or after the termination thereof, the sum of the then
total outstanding Revolving Loans and Letter of Credit Outstandings).

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

          "Revolving Loan Commitment" shall mean, for each Bank, the amount set
forth opposite such Bank's name on Schedule I hereto directly below the column
entitled "Revolving Loan Commitment," as same may be (x) reduced or terminated
from time to time pursuant to Section 3.02, 3.03, 4.02 and/or 10 or (y) adjusted
from time to time as a result of assignments to or from such Bank pursuant to
Section 1.12 or 13.04.

          "Revolving Loan Facility" shall mean the facility evidenced by the
Total Revolving Loan Commitment.

          "Revolving Loan Maturity Date" shall mean the fourth anniversary of
the Initial Borrowing Date.

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

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

          "Scheduled A Term Loan Repayment" shall have the meaning provided in
Section 4.02(A)(c).


                                      -100-
<PAGE>

          "Scheduled B Term Loan Repayment" shall have the meaning provided in
Section 4.02(A)(d).

          "Scheduled Repayments" shall have the meaning provided in Section
4.02(A)(d).

          "SEC" shall have the meaning provided in Section 8.01(h).

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

          "Secured Creditors" shall mean (x) the Banks, the Agent, the
Collateral Agent and (y) any Bank or Affiliate of any Bank which on the date
hereof is, or subsequently becomes, party to any Interest Rate Protection or
Other Hedging Agreement.

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

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

          "Security Agreement" shall have the meaning provided in Section 5.08.

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

          "Security Documents" shall mean the Pledge Agreement, the Security
Agreement, each Bank Deposit Account Consent Letter, each Concentration Account
Consent Letter, each Additional Security Document and each Mortgage.

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

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

          "Stock Option Plan" shall have the meaning provided in Section 9.18.

          "Subsidiaries Guaranty" shall have the meaning provided in Section
5.10.


                                      -101-
<PAGE>

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

          "Subsidiary Guarantor" shall mean each Material Subsidiary of the
Borrower.

          "Syndication Termination Date" shall mean the date which is the
earlier of (i) the 120th day after the Initial Borrowing Date or (ii) a date on
which the Agent, in its sole discretion, determines (and notifies the Borrower)
that the primary syndication (and the resultant addition of institutions as
Banks pursuant to Section 13.04) has been completed.

          "Tax Liability" shall mean a liability of the Borrower (or Speeding,
Inc., in the case of the Disputed Alabama Taxes) with respect to taxes and
accrued interest and penalties payable by the Borrower to the Federal government
and certain states resulting from the disallowance of certain deductions taken
by the Borrower during the Borrower's tax years 1981 - 1987 not to exceed
$1,200,000 plus interest accruing thereon at the statutorily mandated rate of
interest and with respect to the Disputed Alabama Taxes not to exceed $585,000
plus interest accruing thereon at the statutorily mandated rate of interest.

          "Tax Payment" shall mean a payment to the Federal government of the
United States or to a state government with respect to the Tax Liability; the
aggregate amount of all Tax Payments with respect to the Tax Liability relating
to the disallowance of certain deductions shall not exceed $1,200,000 and the
aggregate amount of all Tax Payments with respect to the Disputed Alabama Taxes
shall not exceed $585,000, plus, in each case, the statutorily mandated rate of
interest.

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

          "Taxes" shall have the meaning provided in Section 4.04(a).

          "Term Loans" shall mean the A Term Loans and the B Term Loans.

          "Term Loan Commitment" shall mean each A Term Loan Commitment and each
B Term Loan Commitment, with the Term Loan Commitment of any Bank at any time


                                      -102-
<PAGE>

to equal the sum of its A Term Loan Commitment and B Term Loan Commitment as
then in effect.

          "Term Loan Facility" shall mean the facility evidenced by Total Term
Loan Commitment.

          "Test Period" shall mean each of the following (each taken as one
accounting period):  (i) the period beginning on April 1, 1996 and ending on
June 30, 1996, (ii) the period beginning on April 1, 1996 and ending on
September 30, 1996, (iii) the period beginning on April 1, 1996 and ending on
December 31, 1996 and (iv) for each other period ending on or after March 31,
1996, the four consecutive fiscal quarterly periods of the Borrower then ended.

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

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

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

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

          "Total Term Loan Commitment" shall mean, at any time, the sum of the
Total A Term Loan Commitment and the Total B Term Loan Commitment.

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

          "Tranche" shall mean the respective facility and commitments utilized
in making Loans hereunder, with there being three separate Tranches, I.E.,
whether A Term Loans, B Term Loans or Revolving Loans.

          "Transaction" shall mean collectively, (i) the incurrence of Loans
hereunder on the Initial Borrowing Date, (ii) the making of the Newco Capital
Contribution, (iii) the consummation of the Acquisition, (iii) the consummation
of the Merger, (iv) the repayment of all Refinanced Indebtedness, together with
all accrued interest, premiums, fees, commissions and expenses owing in
connection therewith, and the termination of all


                                      -103-
<PAGE>

commitments owing thereunder and (v) the payment of the Transaction Fees and
Expenses in connection therewith.

          "Transaction Fees and Expenses" shall mean all fees and expenses
incurred in connection with and arising out of the Transaction and the
transactions contemplated thereby and hereby; PROVIDED, HOWEVER, that the
aggregate amount of such fees and expenses shall not exceed $3,400,000 in the
aggregate.

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

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

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

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

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

          "Unutilized Revolving Loan Commitment" for any Bank, at any time,
shall mean the Revolving Loan Commitment of such Bank at such time less the sum
of (i) the aggregate principal amount of Revolving Loans made by such Bank and
then outstanding and (ii) such Bank's Percentage of the Letter of Credit
Outstandings in respect of Letters of Credit.

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

          "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock is at the time owned by such Person
and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any
partnership, association, joint venture or other entity in which such Person
and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity
interest at such time.


                                      -104-
<PAGE>

          Section 12.  THE AGENT.

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

          12.02  NATURE OF DUTIES.  The Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement and the
Security Documents.  Neither the Agent nor any of its officers, directors,
agents or employees shall be liable for any action taken or omitted by it or
them hereunder or under any other Credit Document or in connection herewith or
therewith, unless caused by its or their gross negligence or willful misconduct.
The duties of the Agent shall be mechanical and administrative in nature; the
Agent shall not have by reason of this Agreement or any other Credit Document a
fiduciary relationship in respect of any Bank or the holder of any Note; and
nothing in this Agreement or any other Credit Document, expressed or implied, is
intended to or shall be so construed as to impose upon the Agent any obligations
in respect of this Agreement or any other Credit Document except as expressly
set forth herein.

          12.03  LACK OF RELIANCE ON THE AGENT.  Independently and without
reliance upon the Agent, each Bank and the holder of each Note, to the extent it
deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Borrower and its
Subsidiaries in connection with the making and the continuance of the Loans and
the participation in Letters of Credit and the taking or not taking of any
action in connection herewith and (ii) its own appraisal of the creditworthiness
of the Borrower and its Subsidiaries and, except as expressly provided in this
Agreement, the Agent shall have no duty or responsibility, either initially or
on a continuing basis, to provide any Bank or the holder of any Note with any
credit or other information with respect thereto, whether coming into its
possession before the making of the Loans, the participation in the Letters of
Credit or at any time or times thereafter.  The Agent shall not be responsible
to any Bank or the holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other
writing delivered in connection herewith or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, priority or sufficiency of
this Agreement or any other Credit Document or the financial condition of the
Borrower or its Subsidiaries or be required to


                                      -105-
<PAGE>

make any inquiry concerning either the performance or observance of any of the
terms, provisions or conditions of this Agreement or any other Credit Document,
or the financial condition of the Borrower or its Subsidiaries or the existence
or possible existence of any Default or Event of Default.  In no event shall the
Agent be required to take any action in contravention of applicable law or if
such action would cause it, in its sole determination, to incur any risk or
liability for which it is not adequately indemnified for to its sole
satisfaction.

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

          12.05  RELIANCE.  The Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or facsimile message, cablegram,
radiogram, legal opinion, order or other document or telephone message signed,
sent or made by any Person that the Agent believed to be the proper Person, and,
with respect to all legal matters pertaining to this Agreement and any other
Credit Document and its duties hereunder and thereunder, upon advice of counsel
selected by it.

          12.06  INDEMNIFICATION.  To the extent the Agent is not reimbursed and
indemnified by the Borrower, the Banks will reimburse and indemnify the Agent,
in proportion to their respective "percentages" as used in determining the
Required Banks, for and against any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses or
disbursements of whatsoever kind or nature which may be imposed on, asserted
against or incurred by the Agent in performing its duties hereunder or under any
other Credit Document, in any way relating to or arising out of this Agreement
or any other Credit Document; PROVIDED, that no Bank shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Agent's
gross negligence or willful misconduct.

          12.07  THE AGENT IN ITS INDIVIDUAL CAPACITY.  With respect to its
obligation to make Loans under this Agreement, the Agent shall have the rights
and powers specified herein for a "Bank" and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
term "Banks," "Required Banks," "holders


                                      -106-
<PAGE>

of Notes" or any similar terms shall, unless the context clearly otherwise
indicates, include the Agent in its individual capacity.  The Agent may accept
deposits from, lend money to, and generally engage in any kind of banking, trust
or other business with any Credit Party or any Affiliate of any Credit Party as
if it were not performing the duties specified herein, and may accept fees and
other consideration from the Borrower or any other Credit Party for services in
connection with this Agreement and otherwise without having to account for the
same to the Banks.

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

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

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

          (c)  If a successor Agent shall not have been so appointed within such
15 Business Day period, the Agent, with the consent of the Borrower, shall then
appoint a successor Agent who shall serve as Agent hereunder or thereunder until
such time, if any, as the Banks appoint a successor Agent as provided above.

          (d)  If no successor Agent has been appointed pursuant to clause (b)
or (c) above by the 20th Business Day after the date such notice of resignation
was given by the Agent, the Agent's resignation shall become effective and the
Banks shall thereafter perform all the duties of the Agent hereunder and/or
under any other Credit Document until such time, if any, as the Banks appoint a
successor Agent as provided above.

          Section 13.  MISCELLANEOUS.


                                      -107-
<PAGE>

          13.01  PAYMENT OF EXPENSES, ETC.  The Borrower agrees to: (i) whether
or not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Agent and Collateral Agent (including,
without limitation, the reasonable fees and disbursements of White & Case and
local counsel) in connection with the preparation, execution and delivery of
this Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein and any amendment, waiver or consent relating
hereto or thereto, of the Agent in connection with its syndication efforts with
respect to this Agreement (including, without limitation, the reasonable fees
and disbursements of White & Case) and of the Agent, the Collateral Agent and
each of the Banks in connection with the enforcement of this Agreement and the
other Credit Documents and the documents and instruments referred to herein and
therein (including, without limitation, the reasonable fees and disbursements of
counsel for the Agent and for each of the Banks); (ii) pay and hold each of the
Banks and the Collateral Agent harmless from and against any and all present and
future stamp, excise and other similar taxes with respect to the foregoing
matters and save each of the Banks harmless from and against any and all
liabilities with respect to or resulting from any delay or omission (other than
to the extent attributable to such Bank) to pay such taxes; and (iii) defend,
protect, indemnify and hold harmless the Agent, the Collateral Agent and each
Bank, and each of their respective officers, directors, employees,
representatives, attorneys and agents (collectively called the "Indemnitees")
from and against any and all liabilities, obligations (including removal or
remedial actions), losses, damages (including foreseeable and unforeseeable
consequential damages and punitive damages), penalties, claims, actions,
judgments, suits, costs, expenses and disbursements (including reasonable
attorneys' and consultants fees and disbursements) of any kind or nature
whatsoever that may at any time be incurred by, imposed on or assessed  against
the Indemnitees directly or indirectly based on, or arising or resulting from,
or in any way related to, or by reason of (a) any investigation, litigation or
other proceeding (whether or not the Agent, the Collateral Agent or any Bank is
a party thereto and whether or not any such investigation, litigation or other
proceeding is between or among the Agent, the Collateral Agent, any Bank, any
Credit Party or any third Person or otherwise) related to the entering into
and/or performance of this Agreement or any other Document or the use of any
Letter of Credit or the proceeds of any Loans hereunder or the consummation of
any transactions contemplated herein (including, without limitation, the
Transaction) or in any other Document or the exercise of any of their rights or
remedies provided herein or in the other Credit Documents; or, (b) the actual or
alleged generation, presence or Release of Hazardous Materials on or from, or
the transportation of Hazardous Materials to or from, any Real Property at any
time owned or operated by the Borrower or any of its Subsidiaries or; (c) any
Environmental Claim relating to the Borrower or any of its Subsidiaries or any
Real Property at any time owned or operated by the Borrower or any of its
Subsidiaries or; (d) the exercise of the rights of the Agent, the Collateral
Agent and of any Bank under any of the provisions of this Agreement, any
Security Document, or any other Document or any Letter of Credit or any Loans
hereunder; or (e) the consummation of any transaction contemplated herein
(including, without limitation, the


                                      -108-
<PAGE>

Transaction) or in any other Credit Document (the "Indemnified Matters")
regardless of when such Indemnified Matter arises, but excluding any such
Indemnified Matter based on the gross negligence or willful misconduct of any
Indemnitee.

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

          13.03  NOTICES.  Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, facsimile or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered:  if to the Borrower, at
its address specified opposite its signature below; if to any Bank, at its
address specified opposite its name below; and if to the Agent, at its Notice
Office; or, as to any Credit Party or the Agent, at such other address as shall
be designated by such party in a written notice to the other parties hereto and,
as to each Bank, at such other address as shall be designated by such Bank in a
written notice to the Borrower and the Agent.  All such notices and
communications shall, when mailed, telegraphed, telexed, facsimiled, or cabled
or sent by overnight courier, be effective 3 Business Days after deposited in
the mails, certified, return receipt requested, when delivered to the telegraph
company, cable company or one day following delivery to an overnight courier, as
the case may be, or sent by telex or facsimile device, except that notices and
communications to the Agent shall not be effective until received by the Agent.

          13.04  BENEFIT OF AGREEMENT.  (a)  This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; PROVIDED, HOWEVER, no Credit Party may assign
or transfer any of its rights, obligations or interest hereunder or under any
other Credit Document without the prior written consent of the Banks; and
PROVIDED FURTHER, that although any Bank may grant participations in its rights
hereunder, such Bank shall remain a "Bank" for all purposes hereunder (and may
not transfer or assign all or any portion of its Commitments or Loans


                                      -109-
<PAGE>

hereunder except as provided in Section 13.04(b)) and the participant shall not
constitute a "Bank" hereunder; and PROVIDED FURTHER, that no Bank shall grant
any participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would: (i) extend the final scheduled
maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is
not extended beyond the Revolving Loan Maturity Date) in which such participant
is participating, or reduce the rate or extend the time of payment of interest
or Fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof,
or increase the Commitments in which such participant is participating over the
amount thereof then in effect (it being understood that a waiver of any Default
or Event of Default or of a mandatory reduction in the Total Commitment or of a
mandatory prepayment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment shall be permitted without
the consent of any participant if the participant's participation is not
increased as a result thereof), (ii) consent to the assignment or transfer by
any Credit Party of any of its rights and obligations under this Agreement or
(iii) release all or substantially all of the Collateral under all of the
Security Documents (except as expressly provided in the Credit Documents)
supporting the Loans hereunder in which such participant is participating.  In
the case of any such participation, the participant shall not have any rights
under this Agreement or any of the other Credit Documents (the participant's
rights against such Bank in respect of such participation to be those set forth
in the agreement executed by such Bank in favor of the participant relating
thereto) and all amounts payable by the Borrower hereunder shall be determined
as if such Bank had not sold such participation.

          (b)  Notwithstanding the foregoing, any Bank (or any Bank together
with one or more other Banks) may (x) (A) pledge its Loans and/or Notes
hereunder to a Federal Reserve Bank in support of borrowings made by such Bank
from such Federal Reserve Bank or (B) assign all or a portion of its Loans or
Commitments and related outstanding Obligations hereunder to its parent company
and/or any Affiliate of such Bank which is at least 50% owned by such Bank or
its parent company or one or more other Banks or (y) assign all or a portion
equal to at least $2,500,000 in the aggregate for the assigning Bank or
assigning Banks (PROVIDED, that the $2,500,000 limitation shall not apply to
assignments to an assignee who was a Bank immediately prior to the assignment),
of such Loans or Commitments and related outstanding Obligations hereunder to
one or more Eligible Transferees each of which assignees shall become a party to
this Agreement as a Bank by execution of an assignment and assumption agreement
substantially in the form of Exhibit L (appropriately completed); PROVIDED,
that: (i) at such time Schedule I shall be deemed modified to reflect the
Commitments of such new Bank and of the existing Banks; (ii) new Notes will be
issued to such new Bank and to the assigning Bank upon the request of such new
Bank or assigning Bank, such new Notes to be in conformity with the requirements
of Section 1.05 to the extent needed to reflect the revised Commitments; (iii)
the


                                      -110-
<PAGE>

consent (which shall not be unreasonably withheld) of the Agent, and, with
respect to assignments of Revolving Loans and/or Revolving Commitments, the
Issuing Bank shall be required in connection with any assignment; and (iv) the
Agent shall receive at the time of each such assignment, from the assigning
Bank, the payment of a non-refundable assignment fee of $3,000.  To the extent
of any assignment pursuant to this Section 13.04(b), the assigning Bank shall be
relieved of its obligations hereunder.  No transfer or assignment under this
Section 13.04(b) will be effective until recorded by the Agent on the Register
pursuant to Section 8.15.  At the time of each assignment pursuant to this
Section 13.04(b) to a Person which is not already a Bank hereunder and which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for Federal income tax purposes, the respective assignee Bank shall
provide to the Borrower and the Agent the appropriate Internal Revenue Service
Forms (and, if applicable, a Section 4.04(b)(ii) Certificate) required by
Section 4.04(b).  The Agent shall provide notice to the Borrower of any such
assignment effected pursuant to this Section 13.04(b);  PROVIDED, that the
failure to give such notice shall not prohibit, affect or otherwise impair any
such assignment.

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

          13.06  PAYMENTS PRO RATA.  (a)  The Agent agrees that promptly after
its receipt of each payment from or on behalf of the Borrower in respect of any
Obligations hereunder, it shall distribute such payment to the Banks PRO RATA
based upon their respective shares, if any, of the Obligations with respect to
which such payment was received.

          (b)  Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings, Commitment Commission or Fees,


                                      -111-
<PAGE>

of a sum which with respect to the related sum or sums received by other Banks
is in a greater proportion than the total of such Obligation then owed and due
to such Bank bears to the total of such Obligation then owed and due to all of
the Banks immediately prior to such receipt, then such Bank receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Banks an interest in the Obligations of the respective Credit Party to
such Banks in such amount as shall result in a proportional participation by all
the Banks in such amount; PROVIDED, that if all or any portion of such excess
amount is thereafter recovered from such Bank, such purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without
interest.

          13.07  CALCULATIONS; COMPUTATIONS.  (a)  The financial statements to
be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in the
notes thereto or as otherwise disclosed in writing by the Borrower to the
Banks); PROVIDED, that except as otherwise specifically provided herein, all
computations of Excess Cash Flow and all computations determining compliance
with Sections 9.04 and 9.08 through 9.15, inclusive, and 9.22, including the
definitions used therein, shall utilize accounting principles and policies in
conformity with those used to prepare the historical financial statements of the
Borrower for the fiscal year ended December 31, 1995, and of PAI for the fiscal
year ended April 30, 1995, in each case, delivered to the Banks pursuant to
Section 7.05(a).

          (b)  All computations of interest, Commitment Commission and Fees
hereunder shall be made on the basis of a year of 360 days for the actual number
of days (including the first day but excluding the last day) occurring in the
period for which such interest, Commitment Commission or Fees are payable.

          13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL.  (a)  THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS
OTHERWISE PROVIDED IN THE MORTGAGES, BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.  ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS.  THE BORROWER HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT
CORPORATION SYSTEMS, INC. WITH OFFICES ON THE


                                      -112-
<PAGE>

DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK, AS ITS DESIGNEE, APPOINTEE AND
AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT
OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND
DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.  IF FOR ANY
REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS
SUCH, THE BORROWER AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT ON
THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE AGENT UNDER
THIS AGREEMENT.  THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW,
SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.  NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE AGENT UNDER THIS AGREEMENT, ANY BANK OR THE HOLDER
OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER
JURISDICTION.

          (b)  THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.

          (c)  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

          13.09  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together


                                      -113-
<PAGE>

constitute one and the same instrument.  A set of counterparts executed by all
the parties hereto shall be lodged with the Borrower and the Agent.

          13.10  EFFECTIVENESS.  This Agreement shall become effective on the
date (the "Effective Date") on which the Borrower and each of the Banks shall
have signed a copy hereof (whether the same or different copies) and shall have
delivered the same to the Agent at its Notice Office or, in the case of the
Banks, shall have given to the Agent telephonic (confirmed in writing), written
or facsimile transmission notice (actually received) in accordance with Section
13.03 at such office that the same has been signed and mailed to it.

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

          13.12  AMENDMENT OR WAIVER.  (a)  Neither this Agreement nor any other
Credit Document nor any terms hereof or thereof may be amended, changed, waived,
discharged or terminated unless such amendment, change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party thereto
and the Required Banks; PROVIDED that no such amendment, change, waiver,
discharge or termination shall, without the consent of each Bank (with
Obligations of the respective types being directly affected thereby):  (i)
extend the final scheduled maturity of any Loan or Note or extend the stated
maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or
reduce the rate or extend the time of payment of interest or Fees thereon
(except in connection with a waiver of applicability of any post-default
increase in interest rates), or reduce the principal amount thereof, or increase
the Commitments of any Bank over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Total Commitment shall not constitute an increase of the
Commitment of any Bank, and that an increase in the available portion of any
Commitment of any Bank shall not constitute an increase in the Commitment of
such Bank); (ii) release all or substantially all of the Collateral (except as
expressly provided in the respective Credit Document); (iii) amend, modify or
waive any provision of this Section 13.12; (iv) reduce the percentage specified
in, or otherwise modify, the definition of Required Banks (it being understood
that, with the consent of the Required Banks, additional extensions of credit
permitted pursuant to this Agreement may be included in the determination of the
Required Banks on substantially the same basis as the extensions of Term Loans
and Revolving Loan Commitments are included on the Effective Date); or (v)
consent to the assignment or transfer by the Borrower of any of their rights and
obligations under this Agreement; PROVIDED FURTHER, that no such change, waiver,
discharge or termination shall:  (u) increase the Commitments of any Bank over
the amount thereof then in effect (it being understood that a waiver of any
conditions precedent, covenants, Defaults or Events of Default or of a mandatory
reduction in the Total Commitment or of a mandatory


                                      -114-
<PAGE>

prepayment shall not constitute an increase of the Commitment of any Bank, and
that an increase in the available portion of any Commitment of any Bank shall
not constitute an increase in the Commitment of such Bank) without the consent
of such Bank; or (v) without the consent of the Issuing Bank, amend, modify or
waive any provision of Section 2 or alter its rights or obligations with respect
to Letters of Credit; or (w) without the consent of the Agent, amend, modify or
waive any provision of Section 12 or any other provision relating to the rights
or obligations of the Agent; or (x) without the consent of the Required A
Facility Banks (A) amend, modify or waive any of the terms contained in Sections
4.01(vi) or 4.02(B)(a)(i) to the extent that, in any such case, such amendment,
modification or waiver would alter the application of prepayments or repayments
as between A Term Loans and B Term Loans in a manner adverse to the A Term
Loans; or (y) without the consent of the Required B Facility Banks (A) amend,
modify or waive any of the terms contained in Sections 4.01(vi) or 4.02(B)(a)(i)
to the extent that, in any such case, such amendment, modification or waiver
would alter the application of prepayments or repayments as between A Term Loans
and B Term Loans in a manner adverse to the B Term Loans or (z) without the
consent of the Collateral Agent, amend, modify or waive any provision of Section
12 or any other provision relating to the rights or obligations of the
Collateral Agent.

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

          (c)  Notwithstanding anything to the contrary contained above in this
Section 13.12, the Collateral Agent may (i) enter into amendments to the
Subsidiaries Guaranty and the Security Documents for the purpose of adding
additional Subsidiaries of the Borrower (or other Credit Parties) as parties
thereto and (ii) enter into security documents to satisfy the requirements of
Section 8.17 without the consent of the Required Banks.

          13.13  SURVIVAL.  All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01 shall survive
the execution and delivery of this Agreement and the Notes and the making and
repayment of the Loans and Letters of Credit.


                                      -115-
<PAGE>

          13.14  DOMICILE OF LOANS.  Each Bank may transfer and carry its Loans
at, to or for the account of any office, Subsidiary or Affiliate of such Bank.

          13.15  CONFIDENTIALITY.  (a) Subject to the provisions of clause (b)
of this Section 13.15, each Bank agrees that it will use its best efforts not to
disclose without the prior consent of the Borrower (other than to its employees,
auditors, advisors or counsel or to another Bank if the Bank or such Bank's
holding or parent company in its sole discretion determines that any such party
should have access to such information, provided such Persons shall be subject
to the provisions of this Section 13.15 to the same extent as such Bank) any
information with respect to the Borrower or any of its Subsidiaries which is now
or in the future furnished pursuant to this Agreement or any other Credit
Document and which is designated by the Borrower to the Banks in writing as
confidential, PROVIDED that any Bank may disclose any such information (a) as
has become generally available to the public, (b) as may be required or
appropriate in any report, statement or testimony submitted to any municipal,
state or Federal regulatory body having or claiming to have jurisdiction over
such Bank or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their successors, (c) as may be required or appropriate in respect to any
summons or subpoena or in connection with any litigation, (d) in order to comply
with any law, order, regulation or ruling applicable to such Bank, (e) to the
Agent or the Collateral Agent and (f) to any prospective or actual transferee or
participant in connection with any contemplated transfer or participation of any
of the Loans or Commitments or any interest therein by such Bank, PROVIDED, that
such prospective transferee executes an agreement with such Bank containing
provisions substantially the same as to those contained in this Section.

          (b)  The Borrower hereby acknowledges and agrees that each Bank may
share with any of its affiliates any information related to the Borrower or any
of its Subsidiaries (including, without limitation, any non-public customer
information regarding the creditworthiness of the Borrower and its Subsidiaries,
provided such Persons shall be subject to the provisions of this Section 13.15
to the same extent as such Bank).

          13.16  POST-CLOSING ACTIONS.  Notwithstanding anything to the contrary
contained in this Agreement or the other Credit Documents, the parties hereto
acknowledge and agree that (a) within 60 days after the Effective Date, the
Collateral Agent shall have received surveys, as described in Section 5.09(c),
with respect to each Mortgaged Property located in Cullman, Alabama and Wichita,
Kansas and (b) within 60 days after the Effective Date, the Borrower shall have
authorized, executed and delivered Bank Deposit Account Consent Letters and
Concentration Account Consent Letters, as described in Sections 5.08(b) and (c),
respectively.  The representations and warranties made in each of the Credit
Documents with respect to such surveys, Bank Deposit Account Consent Letters and
Concentration Account Consent Letters and any defaults arising therefrom, shall
be waived for such 60-day period.


                                      -116-
<PAGE>

          13.17  NO ORAL AGREEMENT.  The Borrower and the Agent, on behalf of
the Banks, confirm that no unwritten oral agreements exist between or among the
Borrower, the Banks and/or the Agent.

     (Initial) ________________    ________________
               Borrower            Agent

                                      * * *


                                      -117-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.



ADDRESS:                                VERNITRON CORPORATION
645 Madison Avenue
New York, New York 10022
Attention: Stephen Bershad
Tel: (212) 593-7900                          By
Fax: (212) 754-6348                             ---------------------------
                                                Title:


787 Seventh Avenue                           BANQUE PARIBAS,
New York, New York 10019                         Individually and as Agent
Attention:  Donald Ercole
Telephone:  (212) 841-2540
Facsimile:  (212) 841-2363                   By
                                                ---------------------------
                                                Title:


                                             By
                                                ---------------------------
                                                Title:



c/o Dean Witter Intercapital, Inc.           PRIME INCOME TRUST
2 World Trade Center
New York, New York  10048
Attention:  Raphael Scolari
Telephone:  (212) 392-5686                   By
Facsimile:  (212) 392-5345                     ----------------------------
                                               Title:



2850 West Golf Road                          FIRST SOURCE FINANCIAL LLP,
Fifth Floor                                  By First Source Financial, Inc.,
Rolling Meadows, Illinois  60008                its Agent/Manager
Attention:  Tom Thompson
Telephone:  (847) 734-2036
Facsimile:  (847) 734-7910                   By
                                               ----------------------------
                                               Title:


                                      -118-
<PAGE>

One State Street                             IBJ SCHRODER BANK & TRUST
New York, New York  10004                       COMPANY
Attention:  Allan Pagnotta
Telephone:  (212) 858-2269
Facsimile:  (212) 858-2768                   By
                                               ----------------------------
                                               Title:

153 West 51st Street                         THE FIRST NATIONAL BANK OF
New York, New York  10019                      CHICAGO
Attention:  Stephen McDonald
Telephone:  (212) 373-1480
Facsimile:  (212) 373-1180                   By
                                               ----------------------------
                                               Title:

with a copy to:

NBD Bank
611 Woodward Avenue
Detroit, Michigan  48226
Attention:  Joseph Tully
Telephone:  (313) 225-3707
Facsimile:  (313) 225-4642


                                      -119-
<PAGE>


                                                                      SCHEDULE I



                                   COMMITMENTS


                             A Term Loan     B Term Loan   Revolving Loan
Bank                          Commitment      Commitment     Commitment
- ----                         -----------     -----------   --------------

Banque Paribas               $ 4,700,000     $         0      $ 3,300,000

Prime Income Trust                     0       4,000,000                0

First Source                   3,500,000       3,000,000        2,500,000
Financial LLP

IBJ Schroder Bank &            2,900,000       2,500,000        2,100,000
Trust Company

The First National             2,900,000       2,500,000        2,100,000
Bank of Chicago
                             -----------     -----------      -----------
             Totals:         $14,000,000     $12,000,000      $10,000,000


