SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                           FORM 10-Q
                                
X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934       
                                
         For the quarterly period ended June 30, 1996
                                
                               OR
                                
       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                
                 COMMISSION FILE NUMBER 1-3295
                              --
                   MINERALS TECHNOLOGIES INC.
     (Exact name of registrant as specified in its charter)
                                                                
           DELAWARE                               25-1190717
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)               Identification No.)

      405 Lexington Avenue, New York, New York 10174-1901
  (Address of principal executive offices, including zip code)
                                
                         (212) 878-1800
      (Registrant's telephone number, including area code)
                                
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that registrant was required to file
such reports) and (2) has been subject to such filing
requirements for the past 90 days.

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

           CLASS                    OUTSTANDING AT July 26, 1996
Common Stock, $.10 par value                  22,616,424


                    MINERALS TECHNOLOGIES INC.
                         INDEX TO FORM 10-Q
                                                       Page No.
PART I.   FINANCIAL INFORMATION

Item 1.

     Financial Statements:
          Condensed Consolidated Statement of Income for
          the three-month and six-month periods ended 
          June 30, 1996 and July 2, 1995.                   3

          Condensed Consolidated Balance Sheet 
          as of June 30, 1996 and December 31, 1995.        4

          Condensed Consolidated Statement of Cash Flows 
          for the six-month periods ended June 30, 1996 
          and July 2, 1995.                                 5

          Notes to Condensed Consolidated Financial
          Statements.                                       6

          Independent Auditors' Report                      7

Item 2.

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

PART II.  OTHER INFORMATION

Item 1.

          Legal Proceedings                                 10

Item 4.

     Submission of Matters to a Vote of Security Holders    10

Item 6.

     Exhibits and Reports on Form 8-K                       10

Signature                                                   11


PART I.   FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS


     MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
          CONDENSED CONSOLIDATED STATEMENT OF INCOME
                         (Unaudited)

                         Three Months Ended    Six Months Ended
                         ------------------    -----------------
                         June 30,    July 2,   June 30,  July 2,
                          1996        1995      1996      1995
                         -------     ------    -------   ------
(thousands of dollars,
except per share data)   

Net sales                $140,466   $138,617  $268,575  $258,822 
Operating costs and 
expenses:
     Cost of goods sold    99,357    100,025   192,434   185,711 
     Marketing, distribution
     and administrative 
     expenses              19,125     18,548    36,225    34,901 
     Research and 
     development expenses   4,948      5,096     9,779     9,851
                          -------    -------   -------   -------
Income from operations     17,036     14,948    30,137    28,359

Non-operating items:
     Other income             351        711       428     2,600
     Other deductions      (1,539)    (1,077)   (2,404)   (2,625)
                          -------    -------   -------   -------
Non-operating deductions, 
  net                      (1,188)      (366)   (1,976)      (25)
                          -------    -------   -------   -------

Income before provision 
  for taxes on income and 
  minority interests       15,848     14,582    28,161    28,334 
Provision for taxes on 
  income                    4,927      4,818     8,927     9,460 
Minority interests            114       (122)     (120)      (26)
                          -------    -------   -------   -------

Net income               $ 10,807   $  9,886  $ 19,354  $ 18,900
                          =======    =======   =======   =======
Earnings per 
  common share           $   0.48   $   0.44  $   0.86  $   0.84 
                          =======    =======   =======   =======

Cash dividends declared
  per common share       $ 0.025   $ 0.025   $ 0.050   $ 0.050 
                          ======    ======    ======    ======

Weighted average number of 
  common shares 
  outstanding             22,627    22,624    22,632    22,620 
                          ======    ======    ======    ======

See accompanying Notes to Condensed Consolidated Financial
Statements.


     MINERALS  TECHNOLOGIES  INC.  AND  SUBSIDIARY  COMPANIES
              CONDENSED  CONSOLIDATED  BALANCE  SHEET


ASSETS

(thousands of dollars)             June 30,       December 31,
                                    1996*             1995**
                                   ------           --------

Current assets:
     Cash and cash equivalents     $ 10,987       $ 11,318
     Accounts receivable, net       105,328        100,473
     Inventories                     69,571         64,637
     Other current assets            10,360          5,997
                                    -------        -------
          Total current assets      196,246        182,425
Property, plant and equipment, 
  less accumulated depreciation 
  and depletion - June 30, 1996 
  - $292,258; Dec. 31, 1995 
  - $275,665                        488,500        455,809
Other assets and deferred charges    12,136         10,910
                                    -------        -------
          Total assets             $696,882       $649,144
                                    =======        =======


               LIABILITIES  AND  SHAREHOLDERS' EQUITY

Current liabilities:
     Short-term debt               $ 76,549       $ 14,890
     Current maturities of 
      long-term debt                 13,000         13,000
     Accounts payable                25,613         30,405
     Other current liabilities       27,695         37,384
                                    -------        -------
          Total current liabilities 142,857         95,679
Long-term debt                       54,900         67,927
Other noncurrent liabilities         70,527         69,385
                                    -------        -------
          Total liabilities         268,284        232,991

Shareholders' equity:
     Common stock                     2,520          2,515
     Additional paid-in capital     134,386        133,221
     Retained earnings              341,597        323,375
     Currency translation adjustment 12,727         16,931
     Unrealized holdings gains          181            111
                                    -------        -------
                                                                  
                                    491,411        476,153

     Less common stock held in 
       treasury, at cost             62,813         60,000
                                    -------        -------
          Total shareholders' 
            equity                  428,598        416,153
                                    -------        -------

          Total liabilities and 
            shareholders' equity   $696,882       $649,144
                                    =======        =======

*    Unaudited
**   Condensed from audited financial statements.

See accompanying Notes to Condensed Consolidated Financial
Statements.


          MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
            CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                           (Unaudited)

                                        Six Months Ended  
                                        ----------------    
(thousands of dollars)                  June 30,   July 2,
                                          1996      1995
                                        --------  --------
Operating Activities

Net income                              $ 19,354  $ 18,900
Adjustments to reconcile net 
  income to net cash provided 
  by operating activities:
     Depreciation, depletion 
       and amortization                   22,248    19,769
     Deferred income taxes                 2,678     3,514
     Other non-cash items                  (376)       852
     Net changes in operating assets 
       and liabilities                  (32,011)   (18,269)
                                         ------     ------
Net cash provided by operating 
  activities                             11,893     24,766


Investing Activities

Purchases of property, 
  plant and equipment                   (57,925)   (46,521)
Other investing activities, net             475        --
Net cash used in investing activities   (57,450)   (46,521)
                                         ------     ------


Financing Activities

Increase in short-term debt              61,659        --
Repayment of debt                       (13,027)       --
Purchase of common shares for treasury   (2,813)       --
Dividends paid                           (1,132)    (1,132)
Other financing activities, net           1,170        983  
                                          -----      -----
Net cash provided by (used in) 
  financing activities                   45,857       (149)
                                         ------     ------
Effect of exchange rate changes on 
  cash and cash equivalents                (631)       962
                                         ------     ------
 
Net decrease in cash and cash equivalents  (331)   (20,942)
Cash and cash equivalents at beginning 
  of period                              11,318     56,240
                                         ------     ------
Cash and cash equivalents at end 
  of period                             $10,987    $35,298
                                         ======     ====== 

Interest paid                           $ 3,556    $ 2,602
                                         ======     ======

Income taxes paid                       $ 6,838   $  3,464
                                         ======    =======

See accompanying Notes to Condensed Consolidated Financial
Statements.


      MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES 
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 -- Basis of Presentation

 
      The accompanying unaudited condensed consolidated
 financial statements have been prepared by management in
 accordance with the rules and regulations of the United 
 States Securities and Exchange Commission. Accordingly, 
 certain information and footnote disclosures normally included
 in financial statements prepared in accordance with generally
 accepted accounting principles have been condensed or omitted. 
 Therefore, these financial statements should be read in
 conjunction with the consolidated financial statements and
 notes thereto contained in the Company's Annual Report on Form
 10-K for the year ended December 31, 1995.  In the opinion of
 management, all adjustments, consisting solely of normal
 recurring adjustments necessary for a fair presentation of the
 financial information for the periods indicated, have been
 included.  The results for three-month and six-month periods
 ended June 30, 1996 are not necessarily indicative of the
 results that may be expected for the year ending
 December 31, 1996.
 
 
 Note 2 -- Inventories
 
      The following is a summary of inventories by major
 category:
 
                                    June 30,  December 31,
 (thousands of dollars)              1996         1995
                                    -------   ------------
 
      Raw materials                 $23,400   $17,919
      Work in process                 9,170     9,757
      Finished goods                 21,278    20,575
      Packaging and supplies         15,723    16,386
                                     ------    ------ 
      Total inventories             $69,571   $64,637
                                     ======    ======
 
 
 Note 3 -- Subsequent Event  
 
      On July 24, 1996, through a private placement, the Company
 issued $50 million of 7.49% Guaranteed Senior Notes due July
 24, 2006.  The proceeds from the sale of the notes were used to
 refinance a portion of the short-term commercial bank debt
 outstanding.  No required principal payments are due until July
 24, 2006.  Interest on the notes is payable semi-annually.
 
                
                INDEPENDENT AUDITORS' REPORT
 
 
 The Board of Directors and Shareholders
 Minerals Technologies Inc.:
 
           We have reviewed the condensed consolidated balance
 sheet of Minerals Technologies Inc. and subsidiary companies as
 of June 30, 1996 and the related condensed consolidated
 statements of income for each of the  three-month and six-month
 periods ended June 30, 1996 and July 2, 1995 and cash flows for
 the six-month periods then ended.  These financial statements
 are the responsibility of the company's management. 
 
      We conducted our review in accordance with standards
 established by the American Institute of Certified Public
 Accountants.  A review of interim financial information
 consists principally of applying analytical procedures to
 financial data and making inquiries of persons responsible for
 financial and accounting matters.  It is substantially less in
 scope than an audit conducted in accordance with generally
 accepted auditing standards, the objective of which is the
 expression of an opinion regarding the financial statements
 taken as a whole.  Accordingly, we do not express such an
 opinion.
 
      Based on our review, we are not aware of any material
 modifications that should be made to the condensed consolidated
 financial statements referred to above for them to be in
 conformity with generally accepted accounting principles.
 
      We have previously audited, in accordance with generally
 accepted auditing standards, the consolidated balance sheet of
 Minerals Technologies Inc. and subsidiary companies as of
 December 31, 1995, and the related consolidated statements of
 income, shareholders' equity, and cash flows for the year then
 ended (not presented herein); and in our report dated January
 31, 1996, we expressed an unqualified opinion on those
 consolidated financial statements.  In our opinion, the
 information set forth in the accompanying condensed
 consolidated balance sheet as of December 31, 1995 is fairly
 presented, in all material respects, in relation to the
 consolidated balance sheet from which it has been derived.
                                                                 
  
                                KPMG Peat Marwick LLP
 
 New York, New York
 August 8, 1996
 
 
 
 ITEM 2.
 
 Management's Discussion and Analysis of Financial Condition and
 Results of Operations
 
                                   Income and Expense Items 
                                 As a Percentage of Net Sales 
                             ---------------------------------- 
                           Three Months Ended   Six Months Ended 
                          -------------------    ----------------
                          June 30,   July 2,    June 30,  July 2,
                            1996      1995        1996     1995  
                           -------   -------    -------  -------

Net sales                  100.0%    100.0%       100.0%   100.0%
Cost of goods sold          70.8      72.1         71.7     71.7
Marketing, distribution and
 administrative expenses    13.6      13.4         13.5     13.5
Research and development 
 expenses                    3.5       3.7          3.6      3.8
                            ----      ----         ----     ----
Income from operations      12.1      10.8         11.2     11.0
Net income                   7.7%      7.1%         7.2%     7.3%
                            ====      ====         ====     ====


Results of Operations 

Three Months Ended June 30, 1996 as Compared with Three Months
Ended July 2, 1995

     Net sales in the second quarter of 1996 increased 1.4% to
$140.5 million from $138.6 million in the second quarter of 1995.
The stronger U.S. dollar had an unfavorable impact of
approximately $4 million on sales growth.  In addition, in the
second quarter of 1995, the company brought forward the financial
close of certain international subsidiaries to a current calendar
month, which had the effect of increasing reported net sales by
approximately $4 million.  Excluding the effect of foreign
exchange and the acceleration of reporting periods, sales growth
was approximately 7 percent.  Higher volumes in the precipitated
calcium carbonate (PCC) product line were chiefly responsible for
the sales increase. 


     PCC sales grew 13.5% to $64.9 million from $57.2 million in
the second quarter of 1995. This increase was attributable
primarily to volumes generated as a result of five new satellite
PCC plants coming into operation since the second quarter of 1995
and to production capacity expansions at several satellite plants
during 1995.  The company began operation of a satellite plant in
Poland during the third quarter of 1995, as well as one in
Israel, two in Brazil, and a joint venture in Thailand during the
first half of 1996.  

     The company has signed contracts for three new PCC satellite
plants since the end of the first quarter.  These satellite
plants are located in the United States, Slovakia and
Indonesia. The satellite PCC plant in the United States will be
equivalent to approximately three satellite units and is
scheduled to begin operation in the third quarter of 1996.  A
satellite "unit" produces between 25,000 and 35,000 tons of PCC
annually.  The satellite PCC plant in Slovakia will be
equivalent to one satellite unit and is expected to commence
operations in the first quarter of 1997.  The satellite plant in
Indonesia, which will be operated through a joint venture, will
be equivalent to two satellite units and is also expected to
begin operations in the first quarter of 1997.  The company now
operates 42 satellite PCC plants in 10 countries and has four
satellite plants under construction.

      Net sales of other mineral products grew 1.9% in the second
quarter of 1996 to $27.0, million from $26.5 million in the
comparable quarter of 1995. 

     Net sales of refractory products decreased 11.5% to $48.6
million, from $54.9 million in the second quarter of 1995.  This
decrease was primarily due to the aforementioned prior year
acceleration of reporting periods of certain international
subsidiaries and to unfavorable exchange rates from the stronger
U.S. dollar.

     Income from operations rose 14.0% in the second quarter of
1996 to $17.0 million.  This increase was due primarily to good
growth in the PCC satellite operations, despite the weakness in
the paper industry and significant start-up costs at several
international locations, and improved profitability in refractory
products, due primarily to the substantial growth in the calcium
and metallurgical wire product line.


     Other income decreased as a result of lower interest income
in the current year due to lower levels of cash-on-hand.  Other
deductions increased primarily due to higher interest costs
associated with additional short-term borrowings.

     Net income grew 9.1% to $10.8 million from $9.9 million in
the prior year.  Earnings per share were $0.48 in the second
quarter of 1996  compared to $0.44 in the prior year.

Six Months Ended June 30, 1996 as Compared with Six Months Ended
July 2, 1995

     Net sales in the first half of 1996 increased 3.8% to $268.6
million from $258.8 million in 1995.  This increase was due
primarily to the continued expansion of the PCC product line. 
PCC sales increased 10.8% to $123.4 million from $111.4 million
in the first half of 1995.  Sales increases were primarily
attributable to the commencement of operations at five new
satellite PCC plants since the first half of 1995 and to
production capacity expansions at several satellite plants during
1995.  Net sales of other mineral products rose 2.2% to $47.2
million in the first half of 1996.  Refractory product sales
decreased 3.3% to $98.0 million in the first half of 1996.  This
decrease was primarily due to the aforementioned acceleration of
reporting periods of certain international subsidiaries in the
second quarter of 1995, as discussed in the preceding section,
and to unfavorable exchange rates.

     Net sales in the United States increased 5.3% to $185.0
million in the first half of 1996, due primarily to growth in the
PCC product line and in the calcium and metallurgical wire
product group. Net foreign sales increased approximately 1% in
the first half of 1996.  Excluding the effect of the
aforementioned acceleration of reporting periods of certain
international subsidiaries, net foreign sales growth was 5.7%. 
This growth was primarily due to the foreign expansion of the PCC
satellite product line. 

     Income from operations rose 6.0% to $30.1 million in the
first half of 1996 from $28.4 million in the previous year. 

     Other income decreased by $2.2 million in 1996.  In the
first half of 1995, the Company recorded a significant
non-recurring foreign exchange gain while a small foreign
exchange loss was recorded in the current year.  In addition,
interest income was significantly higher in the prior year due to
higher levels of cash-on-hand.

     Net income increased 2.6% to $19.4 million from $18.9
million in 1995.  Earnings per share were $0.86 compared to $0.84
in the prior year.

Liquidity and Capital Resources

     The Company's financial position remained strong in the
first half of 1996.   Cash flows in the first quarter were
provided from operations and short-term financing and were
applied principally to fund $57.9 million of capital expenditures
and approximately $32.0 million of working capital increases.  In
addition, the Company remitted its initial required principal
payment of $13 million under the Company's Guarantied Senior
Notes due June 11, 2000.  Cash provided from operating activities
amounted to $11.9 million in the first half of 1996 as compared
to $24.8 million in the prior year.

     The Company has available approximately $120 million in
uncommitted, short-term bank credit lines, of which $74.5 million
was in use at June 30, 1996.  The interest rate on these
borrowings was approximately 5.75%.  The Company anticipates that
capital expenditures for all of 1996 will be approximately $100
million, principally related to the construction of satellite PCC
plants, expansion projects at existing satellite PCC plants and
at other mineral plants, and other opportunities which meet the
strategic growth objectives of the Company.  The Company expects
to meet such requirements from internally generated funds, the
aforementioned uncommitted bank credit lines, long-term financing 
and, where appropriate, project financing of certain satellite
plants.

     On July 24, 1996, through a private placement, the Company
issued $50 million of 7.49% Guaranteed Senior Notes due July  24,
2006.  The proceeds from the sale of the notes were used to
refinance a portion of the short-term commercial bank debt
outstanding.  No required principal payments are due until July
24, 2006.  Interest on the notes is payable semi-annually.


                    PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
          
     The Company is a defendant in a lawsuit captioned Eaton
     Corporation v. Pfizer Inc., Minerals Technologies Inc.
     and Specialty Minerals Inc. pending in the U.S.
     District Court for the Western District of Michigan. 
     The suit alleges that certain materials sold to Eaton
     for use in truck transmissions were defective,
     necessitating repairs for which Eaton now seeks
     reimbursement.  The suit was filed on July 31, 1996. 
     The Company has evaluated the claims of this lawsuit 
     to the extent possible considering the limited amount
     of time and information available, believes the claims
     to be without merit, and intends to contest them
     vigorously.

     The Company and its subsidiaries are not party to any
     other material pending legal proceedings, other than
     ordinary routine litigation incidental to their busi-
     nesses.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company held its annual meeting on May 23, 1996.  At the
     meeting, (1) Steven J. Golub was elected a director of the
     Company, by a plurality of 19,802,057 votes, with 387,902
     votes being withheld; (2) William L. Lurie was elected a
     director of the Company, by a plurality of 19,805,862 votes,
     with 384,097 votes being withheld; (3) Jean-Paul Valles was
     elected a director of the Company, by a plurality of 
     19,796,357 votes, with 393,602 votes being withheld, and (4)
     the appointment of KPMG Peat Marwick LLP as independent
     auditors of the Company for the year 1996 was approved by a
     vote of 19,970,896 for and 7,835 against, with 211,228
     abstentions.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     a)   Exhibits:

          10.1 -    Note Purchase Agreement, dated as of July 24,
                    1996, between the Company and Metropolitan
                    Life Insurance Company with respect to the
                    Company's issuance of $50,000,000 in
                    aggregate principal amount of its 7.49%
                    Guaranteed Senior Notes due July 24, 2006.
                    
          11   -    Schedule re: Computation of earnings per
                    common share (Part I Data).

          15   -    Accountants' Acknowledgment (Part I Data).

          27   -    Financial Data Schedule (submitted 
                    electronically to, but not filed with, the 
                    Securities and Exchange Commission pursuant 
                    to Rule 402 of Regulation S-T.  

     b)   No reports on Form 8-K were filed during the second
          quarter of 1996.


                              SIGNATURE

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



                                   Minerals Technologies Inc.



                                   By: /s/ John R. Stack          


                                   John R. Stack
                                   Vice President-Finance and
                                   Chief Financial Officer

August 8, 1996



                                                       EXHIBIT 11



     SCHEDULE RE: COMPUTATION OF EARNINGS PER COMMON SHARE*
          (In thousands, except per share amounts)


                         Three Months Ended  Six Months Ended
                         ------------------  -----------------
                         June 30,   July 2,  June 30,  July 2,
                           1996     1995       1996     1995 
                         -------   --------  --------  -------

PRIMARY

Net income               $ 10,807  $  9,886  $ 19,354  $ 18,900

Weighted average 
 shares outstanding        22,627    22,624    22,632    22,620
                          -------   -------   -------   -------

Primary earnings 
 per share*              $   0.48  $   0.44  $   0.86  $   0.84
                          =======   =======   =======   =======


FULLY DILUTED

Net income               $ 10,807  $  9,886  $ 19,354  $ 18,900
                          -------   -------   -------   -------

Weighted average 
 shares outstanding        22,627    22,624    22,632    22,620

Add incremental shares representing:
 Shares issuable upon 
 exercise of stock options
 based on period-end 
 market price                 448       403       448       403
                          -------   -------   -------   -------
Weighted average number 
 of shares, as adjusted    23,075    23,027    23,080    23,023
                          -------   -------   -------   -------

Fully diluted earnings 
per share                $   0.47  $   0.43  $   0.84  $   0.82
                          =======   =======   =======   =======   
Dilutive effect of 
 incremental shares           1.9%      1.8%      1.9%      1.8%
                              ===       ===       ===       ===

*Incremental shares have not been considered in the computation
of primary earnings per common share in accordance with generally
accepted accounting principles which require inclusion only when
the dilutive effect is greater than 3%.
     


                                                       EXHIBIT 15

               ACCOUNTANTS' ACKNOWLEDGMENT


The Board of Directors
Minerals Technologies Inc:

Re:  Registration Statement Nos: 33-59080, 33-65268 and 33-96558

     With respect to the subject registration statements, we
acknowledge our awareness of the use therein of our report dated
August 8, 1996, related to our review of interim financial
information.

     Pursuant to Rule 436 (c) under the Securities Act of 1933,
such report is not considered a part of a registration statement
prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and
11 of the Act.

                                        Very truly yours,


                                        KPMG Peat Marwick LLP

New York, New York
August 8, 1996
               MINERALS TECHNOLOGIES INC.



                Note Purchase Agreement



               Dated as of July 24, 1996



     $50,000,000 7.49% Guaranteed Senior Notes
                    Due July 24, 2006


                    TABLE OF CONTENTS

                                                     PAGE

1.   PURCHASE AND SALE OF NOTES                        1
     1.1  Issue of Notes                               1
     1.2  The Closing                                  2
     1.3  Representations of the Purchaser             3
     1.4  Failure To Deliver, Failure of Conditions    4
     1.5  Expenses                                     4

2.   REPRESENTATIONS AND WARRANTIES                    5
     2.1  Nature of Business                           5
     2.2  Financial Statements; Debt; Material 
          Adverse Change                               6
     2.3  Subsidiaries and Affiliates                  6
     2.4  Pending Litigation                           7
     2.5  Properties; Insurance                        8
     2.6  Patents, Trademarks, Licenses, etc.          8
     2.7  Taxes                                        8
     2.8  Full Disclosure                              9
     2.9  Corporate Organization and Authority         9
     2.10 Restrictions on the Company, Guarantors 
          and Subsidiaries of the Company              10
     2.11 Compliance with Law                          11
     2.12 ERISA                                        11
     2.13 Certain Laws                                 14
     2.14 Environmental Compliance                     15
     2.15 Sale is Legal and Authorized; Obligations 
          are Enforceable                              16
     2.16 Governmental Consent                         17
     2.17 Private Offering                             17
     2.18 No Defaults                                  18
     2.19 Use of Proceeds                              18
     2.20 Relationship of Company, Subsidiaries 
          and Guarantors                               19

3.   CLOSING CONDITIONS                                19
     3.1  Opinions of Counsel                          19
     3.2  Representations and Warranties True; 
          No Prohibited Action                         20
     3.3  Officers' Certificates                       20
     3.4  Legality                                     21
     3.5  Private Placement Number                     21
     3.6  Expenses                                     21
     3.7  Proceedings Satisfactory                     21
     3.8  Compliance with this Agreement               22
     3.9  No Dissolution, Merger or Change in Control  22

4.   SPECIAL RIGHTS OF INSTITUTIONS                    22
     4.1  Direct Payment                               22
     4.2  Delivery Expenses                            23
     4.3  Issue Taxes                                  23

5.   PREPAYMENTS                                       24
     5.1  Offer to Prepay upon Change in Control       24
     5.2  Optional Prepayments                         25
     5.3  Notice of Optional Prepayment                25
     5.4  Partial Prepayment Pro Rata                  26
     5.5  Notation of Notes on Prepayment              27
     5.6  No Other Optional Prepayments                27

6.   REGISTRATION; SUBSTITUTION OF NOTES               28
     6.1  Registration of Notes                        28
     6.2  Exchange of Notes                            28
     6.3  Replacement of Notes                         29
     6.4  Guarantors' Responsibility in respect
          of New Notes                                 29

7.   COMPANY BUSINESS COVENANTS                        29
     7.1  Payment of Taxes and Claims                  29
     7.2  Maintenance of Properties and 
          Corporate Existence                          30
     7.3  Payment of Notes and Maintenance of Office   31
     7.4  Merger; Acquisition; Sale of Assets          31
     7.5  Restricted Payments and Restricted
          Investments                                  34
     7.6  Subsidiary Debt                              35
     7.7  Consolidated Funded Debt to Consolidated
          Total Capitalization                         35
     7.8  Consolidated Net Worth                       36
     7.9  Liens                                        36
     7.10 ERISA                                        40
     7.11 Transactions with Affiliates                 41
     7.12 Pro-Rata Offers                              42
     7.13 Private Offering                             42
     7.14 Environmental Compliance                     42
     7.15 Sales of Subsidiary Stock                    43
     7.16 Pari Passu Ranking of Notes                  45

8.   INFORMATION AS TO COMPANY                         45
     8.1  Financial and Business Information           45
     8.2  Officers' Certificates                       50
     8.3  Accountants' Certificates                    50
     8.4  Inspection                                   51
     8.5  Report to NAIC                               51

9.   EVENTS OF DEFAULT                                 51
     9.1  Nature of Events                             51
     9.2  Default Remedies                             54
     9.3  Annulment of Acceleration of Notes           57
     9.4  Application of Acceleration Payments         57

10.  GUARANTY AND OTHER RIGHTS AND UNDERTAKINGS 
     OF GUARANTORS                                     58
     10.1  Guaranteed Obligations                      58
     10.2  Performance by Guarantors                   59
     10.3  Waivers; Subrogation; Offsets               59
     10.4  Releases                                    60
     10.5  Marshaling; Revival of Obligations          61
     10.6  Subordination                               62
     10.7  No Election                                 62
     10.8  Severability                                63
     10.9  Other Enforcement Rights                    63
     10.10 Delay or Omission; No Waiver                63
     10.11 Restoration of Rights and Remedies          64
     10.12 Cumulative Remedies                         64
     10.13 Miscellaneous                               64
     10.14 Continuing Guaranty                         65
     10.15 Inspection                                  65
     10.16 Maintenance of Properties and 
           Corporate Existence                         66
     10.17 Merger; Acquisition                         66
     10.18 Pro-Rata Offers                             67
     10.19 Private Offering                            67
     10.20 Pari Passu Ranking of Guaranty              67

11.  INTERPRETATION OF THIS AGREEMENT                  68
     11.1 Terms Defined                                68
     11.2 Directly or Indirectly                       88
     11.3 Section Headings; Table of Contents; 
          Construction                                 88
     11.4 Governing Law                                88
12.  MISCELLANEOUS                                     88
     12.1 Communications                               88
     12.2 Reproduction of Documents                    90
     12.3 Survival                                     90
     12.4 Successors and Assigns                       91
     12.5 Amendment and Waiver                         91
     12.6 Payments, When Received                      93
     12.7 Entire Agreement                             94
     12.8 Duplicate Originals, Execution in 
          Counterpart                                  94
     12.9 Confidentiality                              94



                    MINERALS TECHNOLOGIES INC.


                     NOTE PURCHASE AGREEMENT


          $50,000,000 7.49% GUARANTEED SENIOR NOTES 
                         DUE JULY 24, 2006

                                        Dated as of July 24, 1996



Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010

Ladies and Gentlemen:

     Each of MINERALS TECHNOLOGIES INC. (together with its
successors and assigns, the "Company"), a Delaware corporation,
and SPECIALTY MINERALS INC., a Delaware corporation, MINTEQ
INTERNATIONAL INC., a Delaware corporation and BARRETTS MINERALS
INC., a Delaware corporation (the last three together with their
respective successors and assigns, being referred to collectively
herein as the "Guarantors" and individually as a "Guarantor"),
hereby agrees with you as follows:

1.   PURCHASE AND SALE OF NOTES

     1.1  Issue of Notes.

     The Company has authorized the issuance of Fifty Million
Dollars ($50,000,000) in aggregate principal amount of its seven
and forty-nine one-hundredths percent (7.49%) Guaranteed Senior
Notes due July 24, 2006(the "Notes").  Each Note shall:

     (a)  bear interest (computed on the basis of a 360-day year
of twelve 30-day months) on the unpaid principal balance thereof
from the date of such Note at the rate of 

                              1


seven and forty-nine one-hundredths percent (7.49%) per annum,
payable semi-annually on the 24th day of each July and the 24th
day of each January in each year commencing on January 24, 1997,
until the principal amount thereof shall be due and payable, and

     (b)  bear interest, payable on demand, on any overdue
principal (including any overdue prepayment of principal) and
Make-Whole Amount, if any, and (to the extent permitted by
applicable law) on any overdue installment of interest, at a rate
equal to the lesser of

          (i)  the highest rate allowed by applicable law or

          (ii) eight and forty-nine one-hundredths percent
          (8.49%) per annum,

     (c)  mature on July 24, 2006 and

     (d)  otherwise be in the form of the Note set out in Exhibit
          A hereto.

     1.2  The Closing.

          (a)  Purchase and Sale of Notes.  The Company hereby
agrees to sell to you and you hereby agree to purchase from the
Company, on the Closing Date, in accordance with the provisions
hereof, the principal amount of Notes set forth opposite your
name on Annex 1.2 hereto (in the amount or amounts set forth
therein) at one hundred percent (100%) of the principal amount
thereof.
          (b)  The Closing.  The closing (the "Closing") of the
Company's sale of Notes shall be held on July 24, 1996 (the
"Closing Date"), at 10:00 a.m., at the offices of Skadden, Arps,
Slate, Meagher & Flom, your special counsel, or at such other
time and place as you and the Company shall agree in writing.  At
the Closing, the Company shall deliver to you one or more Notes
(as set forth opposite your name on Annex 1.2 hereto), in the
denominations indicated on Annex 1.2 hereto, in the aggregate
principal amount of your purchase, dated the Closing Date and
payable to you or payable as indicated on Annex 1.2 hereto,
against payment by federal funds wire transfer in immediately
available funds of the


                              2


purchase price thereof, as directed by the Company on Annex 1.2
hereto.

     1.3  Representations of the Purchaser.

     (a)  Purchase Other Than For Resale.  You represent to the
Company that you are purchasing the Notes listed on Annex 1.2
hereto opposite your name for your own account or for the account
of one or more separate accounts maintained by you, with no
present intention of distributing the Notes or any part thereof,
but without prejudice to your right at all times to

          (i)  sell or otherwise dispose of all or any part of
     the Notes in a transaction which complies with the
     registration requirements, if any, of the Securities Act, 
     or in a transaction exempt from the registration
     requirements of the Securities Act, and

          (ii) have control over the disposition of all of your
     assets and sell or otherwise dispose of assets to the
     fullest extent required by any applicable insurance law.

It is understood that, in making the representations set out in
Section 2.16 and Section 2.17 hereof, the Company is relying, to
the extent applicable, upon your representation as aforesaid.

     (b)  ERISA.  You further represent (and each subsequent
transferee, by acceptance of a replacement Note, shall be deemed
to represent) that either 

          (i)  you are acquiring the Notes for your own account
     with your general corporate assets and that no part of such
     assets constitutes assets of an "employee benefit plan" (as
     defined in this Section 1.3(b)) or a "plan" (as defined in
     this Section 1.3(b)), or

          (ii) you are acquiring the Notes for your own account
     with general corporate assets and the purchase will be
     exempt under the provisions of the Department of Labor
     Prohibited Transaction Class Exemption 95-60, issued July
     12, 1995 (60 FR 35925).


                              3


     As used in this Section 1.3(b), the term "employee benefit
plan" has the meaning specified in section 3(3) of ERISA, and the
term "plan" has the meaning specified in section 4975(e)(1) of
the IRC.

     1.4  Failure To Deliver, Failure of Conditions.

     If at the Closing the Company fails to tender to you the
Notes to be purchased by you thereat, or if the conditions
specified in Section 3 hereof to be fulfilled prior to or at such
Closing have not been fulfilled, you may thereupon elect to be
relieved of all further obligations hereunder.  Nothing in this
Section 1.4 shall operate to relieve the Company or any of the
Guarantors from any of their obligations hereunder or to waive
any of your rights against the Company or the Guarantors.

     1.5  Expenses.

          (a)  Generally.  Whether or not the Notes are sold, 
          the Company shall promptly (and in any event within
          thirty (30) days of receiving any statement or invoice
          therefor) pay all fees, expenses and costs relating
          hereto, including but not limited to:

               (I)   the cost of reproducing this Agreement and
               the Notes;

               (ii)  the reasonable fees and disbursements of
               your special counsel in an amount not to exceed
               $25,000;

               (iii) the cost of delivering to your home office
               or custodian bank, insured to your satisfaction,
               the Notes purchased by you at the Closing;

               (iv)  the fees, expenses, costs and disbursements
               incurred complying with each of the conditions to
               closing set forth in Section 3 hereof without
               duplication of any fees or disbursements included
               in Section 1.5(a)(ii) above; and 

               (v)   the fees, expenses, costs and disbursements
               relating to the consideration, negotiation,
               preparation or execution of any amend-


                              4


               ments, waivers or consents requested by the
               Company or occasioned by the occurrence of a
               Default or Event of Default pursuant to the provi-
               sions hereof (including, without limitation, the
               reasonable fees and disbursements of your special
               counsel and the allocated cost of your counsel who
               are your employees or your affiliates' employees),
               whether or not any such amendments, waivers or
               consents are executed.

               (b)  Counsel.  Without limiting the generality of
     the foregoing, it is agreed and understood that the Company
     will pay, at the Closing, the reasonable fees and dis-
     bursements of your special counsel, in an amount not to
     exceed $25,000, pursuant to an estimate thereof presented at
     least three days prior to such Closing, and the Company will
     also pay upon receipt of any statement thereof, any
     additional reasonable fees and additional disbursements of
     your special counsel pursuant to a statement thereof
     rendered after the Closing.

               (c)  Survival.  The obligations of the Company
     under this Section 1.5 (and the Guarantors under Section 10
     hereof in respect of this Section 1.5) shall survive the
     payment or prepayment of the Notes and the termination here-
     of.

2.   REPRESENTATIONS AND WARRANTIES

     To induce you to enter into this Agreement and to purchase
the Notes designated to be purchased by you on Annex 1.2, the
Company and the Guarantors jointly and severally warrant and
represent, as of the date hereof, as follows:

     2.1  Nature of Business.

     The Company has delivered to you complete and correct copies
of its annual report on Form 10-K for the fiscal year ended
December 31, 1994 and 1995  (the "Forms 10-K").  The Forms 10-K
correctly describe the general nature of the business and
principal Properties of the Company, such Guarantors and the
Subsidiaries of the Company as of their respective dates.


                              5


     2.2  Financial Statements; Debt; Material Adverse Change.

          (a)  Financial Statements.  The Consolidated Balance
     Sheet of the Company and Subsidiary Companies as of December
     31, 1995 and 1994, and the related Consolidated Statements
     of Income, Shareholders' Equity and Cash Flows for each of
     the years in the three-year period ended December 31, 1995,
     all accompanied by the opinion thereon by KPMG Peat Marwick,
     independent certified public accountants, have been deliv
     ered to you, were prepared in accordance with generally
     accepted accounting principles consistently applied, and
     present fairly, in all material respects, the consolidated
     financial position of the Company and its Subsidiary
     Companies as of such dates and the results of their
     operations and their cash flows for such periods.  All such
     financial statements include the accounts of the Company,
     the Guarantors and all Subsidiaries of the Company for the
     respective periods during which a subsidiary relationship
     has existed.

          (b)  Neither the Company nor any Guarantors nor any
     Subsidiary is liable for the repayment of any Debt other
     than the Debt listed on Annex 2.2 as being outstanding on
     the date hereof nor in an amount, as to any item or class 
     of Debt in excess of the amount set forth in Annex 2.2.

          (c)  Material Adverse Change.  Since December 31, 1995,
     there has been no change in the business, prospects,
     profits, Properties or condition (financial or otherwise) of
     the Company, any of the Guarantors or any of their
     respective Subsidiaries except changes in the ordinary 
     course of business that, individually and in the aggregate,
     have not had a Material Adverse Effect; on the date hereof
     the fair saleable value of the assets of the Company exceeds
     its liabilities and the Company is meeting current
     obligations as they mature in the ordinary course of
     business.

     2.3  Subsidiaries and Affiliates.

     Annex 2.3 hereto completely and accurately states,


                              6


          (a)  the name of each of the Subsidiaries of the
     Company, its jurisdiction of incorporation and the
     percentage of its Voting Stock owned by the Company
     and/or each of the other Subsidiaries of the Company,
     and 
   
          (b)  the name of each of the Affiliates that are corpo-
     rations, partnerships or joint ventures (other than Subsid-
     iaries of the Company), the percentage of its Voting Stock
     or other voting Securities owned by the Company, such
     Guarantors and/or the other Subsidiaries of the Company, if
     any, and the nature of the affiliation.

     Each of the Company and the Subsidiaries of the Company has
good and marketable title to (i) all of the shares it purports to
own of the Capital Stock of each of their respective
Subsi-diaries, free and clear in each case of any Lien, and (ii)
the Securities of any Affiliate it purports to own, free and
clear in each case of any Lien.  Except as set forth in Annex
2.3, all such shares and/or Securities have been duly issued and
are fully paid and nonassessable.  Except as set forth in Annex
2.3, fair saleable value of the assets of each Subsidiary exceeds
its liabilities and each Subsidiary is meeting current
liabilities as they mature in the ordinary course of business.

     2.4  Pending Litigation.

     There are no proceedings, actions or investigations pending
or, to the knowledge of the Company or any of the Guarantors,
threatened against or affecting the Company, any Guarantor or any
of the Subsidiaries of the Company in any court or before any
Governmental Authority or arbitration board or tribunal that,
individually or in the aggregate, could have a Material Adverse
Effect and the Company has no knowledge of any basis for any of
the foregoing.  Neither the Company, any Guarantor nor any of the
Subsidiaries of the Company is in default with respect to any
judgment, order, writ, injunction, or decree of any court,
Governmental Authority or arbitration board or tribunal that,
individually or in the aggregate, could have a Material Adverse
Effect.


                              7


     2.5  Properties; Insurance.

     Individually or collectively, each of the Company, the
Guarantors and the Subsidiaries of the Company has good and
marketable title in fee simple to all real Property, and good
title to all of the other Property which is material to the
business or operations of the Company and its Subsidiaries,
reflected in the most recent audited balance sheet referred to in
Section 2.2 hereof or purported to have been acquired since that
date (except as sold or otherwise disposed of in the ordinary
course of business), free from Liens not otherwise permitted by
Section 7.9 hereof.

     The Company, each Guarantor and each Subsidiary maintains or
causes to be maintained with financially sound and reputable
insurers, insurance with respect to its Property and business
against such casualties and contingencies, of such types
includ-ing, without limitation, insurance with respect to losses
arising out of Property loss or damage, public liability,
workers' compensation, business interruption, larceny,
embezzlement or other criminal misappropriation) and in such
amounts as is customary in the case of corporations of
established reputation engaged in the same or a similar business
and similarly situated.

     2.6  Patents, Trademarks, Licenses, etc.

     Each of the Company and the Subsidiaries of the Company,
owns, possesses or has the unrestricted right to use all of the
patents, trademarks, service marks, trade names, copyrights,
licenses, and rights with respect thereto, necessary for the
conduct of its business as presently conducted or presently
proposed to be conducted, without any known conflict with the
rights of others.

     2.7  Taxes.

          (a)  Returns Filed; Taxes Paid.  All tax returns
     required to be filed by each of the Company, each Guarantor
     and each of the Subsidiaries of the Company or any other
     Person insofar as such Person is a Person with which the
     Company, any Guarantor or any such Subsidiary files or has
     filed a consolidated return in any jurisdiction have in fact
     been filed on a timely basis, and all taxes, assessments,


                              8


     fees and other governmental charges upon each of the   
     Company, each Guarantor, each such Subsidiary and any such
     Person, and upon any of their respective Properties, income
     or franchises, that are due and payable (i) have been paid
     or (ii) are being contested in good faith through
     appropriate proceedings and no judgment has been entered or
     lien filed in respect thereof.  Neither the Company nor any
     Guarantor knows of any material proposed additional tax
     assessment against it or any such Person.  

          (b)  Book Provisions Adequate.  The amount of the
     liability for taxes reflected in the consolidated balance
     sheet of the Company as of December 31, 1995 referred to in
     Section 2.2 hereof is an adequate provision for taxes
     (including without limitation, any payment due pursuant to
     any tax sharing agreement) as are or may become payable by
     any one or more of the Company, the Guarantors and their 
     respective consolidated Subsidiaries in respect of all tax
     periods ending on or prior to such date.

     2.8  Full Disclosure.

     Except as set forth in Annex 2.8, the Company has timely
filed all reports required to be filed by it pursuant to the
Securities Exchange Act of 1934.  Such reports and the financial
statements referred to in Section 2.2 hereof do not, nor does
this Agreement or any written statement furnished by or on behalf
of the Company or the Guarantors to you in connection with the
negotiation of the sale of the Notes, contain any untrue
statement of a material fact or omit a material fact necessary to
make the statements contained therein or herein not misleading. 
There is no fact that the Company or any Guarantor has not
disclosed to you in writing that has had or, so far as the
Company or such Guarantors can now reasonably foresee, will have
a Material Adverse Effect.

     2.9  Corporate Organization and Authority.

     Each of the Company, the Guarantors and the Subsidiaries of
the Company,


                              9


          (a)  is a corporation duly incorporated, validly
     existing and in good standing under the laws of its
     jurisdiction of incorporation,

          (b)  has all legal and corporate power and authority to
     own and operate its Properties and to carry on its business
     as now conducted and as presently proposed to be conducted,
     
          (c)  has all licenses, certificates, permits,
     franchises and other governmental authorizations necessary
     to own and operate its Properties and to carry on its
     business as now conducted and as presently proposed to be
     conducted, except where the failure to have such licenses,
     certificates, permits, franchises and other governmental
     authorizations, individually or in the aggregate, would not
     have a Material Adverse Effect, and

          (d)  has duly qualified or has been duly licensed, and
     is authorized to do business and is in good standing, as a
     foreign corporation, in each state where such qualification,
     licensing and authorization is required by law, except where
     the failure to be so qualified, licensed or authorized,
     individually or in the aggregate, would not have a Material
     Adverse Effect.

     2.10 Restrictions on the Company, Guarantors and
Subsidiaries of the Company.

     Neither the Company, any Guarantor nor any of the
Subsidiaries of the Company:

          (a)  is a party to any contract or agreement, or
     subject to any charter or other corporate restriction that
     could have a Material Adverse Effect,

          (b)  is a party to any contract or agreement, other
     than this Agreement and the agreements listed on Annex 2.10
     hereto, that restricts the right or ability of such
     corporation to incur Debt, and no contract or agreement to
     which the Company or any of its Subsidiaries is a party is
     violated by the issuance of the Notes by the Company or the
     execution and delivery of, or compliance with, this
     Agreement by the Company and the Guarantors, or
     
                              10


          (c)  has agreed or consented to cause or permit in the
     future (upon the happening of a contingency or otherwise)
     any of its Property, whether now owned or hereafter
     acquired, to be subject to a Lien not permitted by Section
     7.9 hereof.

     2.11 Compliance with Law.

     Neither the Company, any Guarantor nor any of the
Subsidiaries of the Company is in violation of any law,
ordinance, governmental rule or regulation to which it is
subject, which violations, individually or in the aggregate,
could have a Material Adverse Effect.

     2.12 ERISA.

          (a)  Relationship of Vested Benefits to Pension Plan
     Assets.  Except as described in Annex 2.12,
     
               (i)  the present value of all benefits, determined
     as of the most recent valuation date for such benefits as
     provided in Section 7.10 hereof, vested under each Pension
     Plan does not exceed the value of the assets of such Pension
     Plan allocable to such vested benefits, determined as of
     such date as provided in Section 7.10 hereof, and

               (ii) no Welfare Plan provides benefits, including
     without limitation death or medical benefits (whether or not
     insured), with respect to current or former employees after
     retirement or other termination of service (other than
     (i) coverage mandated by applicable law, (ii) death benefits
     or retirement benefits under any "employee pension plan," as
     that term is defined in section 3 of ERISA, (iii) benefits
     accrued as liabilities on the books of the Company or any
     ERISA Affiliate, or (iv)benefits, the full cost of which is
     borne by the current or former employee (or such employee's
     beneficiary).

     (b)  ERISA Requirements.  Each of the Company, the
     Guarantors and the ERISA Affiliates


                              11


               (i)   has fulfilled all obligations under the
          minimum funding standards of ERISA and the IRC with
          respect to each Pension Plan, 

               (ii)  has satisfied all of its respective obli-
          gations under the minimum funding standards of ERISA
          and the IRC in respect of, and all of its other
          respective contribution obligations provided for in,
          each Multiemployer Plan,

               (iii) is in compliance in all material respects
          with all other applicable provisions of ERISA and the
          IRC with respect to each Pension Plan, Welfare Plan and
          each Multiemployer Plan, and

               (iv)  has not incurred any liability under Title
          IV of ERISA to the PBGC (other than in respect of
          required insurance premiums, all of which that are due
          having been paid), with respect to any Pension Plan,
          any Multiemployer Plan or any trust established
          thereunder.

     No Pension Plan, or trust created thereunder, has incurred
     any "accumulated funding deficiency" (as such term is
     defined in section 302 of ERISA), whether or not waived, as
     of the last day of the most recently ended plan year of such
     Pension Plan.

     (c)  Prohibited Transactions.

               (i)  The purchase of the Notes by you will not
          constitute a "prohibited transaction" (as such term is
          defined in section 406 of ERISA or section 4975 of the
          IRC)that could subject any Person to the penalty or tax
          on prohibited transactions imposed by section 502 of
          ERISA or section 4975 of the IRC, and neither the
          Company, nor any Guarantor nor any ERISA Affiliate, nor
          any "employee benefit plan" (as such term is defined in
          this Section 2.12(c)) of the Company, any Guarantor or
          any ERISA Affiliate or any trust created thereunder or
          any trustee or administrator thereof, has engaged in
          any "prohibited transaction" that could subject any
          such Person, or any other party dealing with such
          employee benefit plan or trust, to any 

                         12


          material penalty or tax.  The representation by the
          Company and the Guarantors in the preceding sentence is
          made in reliance upon and subject to the accuracy of
          the representations in Section 1.3(b) hereof as to the
          source of funds used by you.

               (ii) Annex 2.12 hereto completely lists, as of the
          Closing Date, all ERISA Affiliates and all employee
          benefit plans, other than those which are of the type
          described in   Section 4(b)(4) of ERISA, with respect
          to which the Company, any Guarantor or any "affiliate"
          of either (as such term is defined in this Section
          2.12(c)) is a "party-in-interest" (as such term is
          defined in this Section 2.12(c)) or in respect of which
          the Notes could constitute an "employer security" (as
          such term is defined in this Section 2.12(c)).

     As used in this Section, the terms "employee benefit plan"
and "party-in-interest" have the meanings specified in section 3
of ERISA and "affiliate" and "employer security"  have the
meanings specified in section 407(d) of ERISA.

          (d)  Reportable Events.  No Pension Plan or trust
     created thereunder has been terminated, and there have been
     no "reportable events" (as such term is defined in section
     4043 of ERISA), with respect to any Pension Plan or trust
     created thereunder, which reportable event or events will or
     could result in the termination of such Pension Plan or give
     rise to a liability of the Company, any Guarantor or any
     ERISA Affiliate in respect thereof.

          (e)  Multiemployer Plans.  Neither the Company nor any
     Guarantor nor any ERISA Affiliate is, or has ever been, an
     employer required to contribute to any Multiemployer Plan.
     
          (f)  Multiple Employer Pension Plans.  Except as set
     forth in Annex 2.12 to this Agreement, neither the Company
     nor any Guarantor nor any ERISA Affiliate is a "contributing
     sponsor" (as such term is defined in section 4001 of ERISA)
     in any Multiple Employer Pension Plan and neither the
     Company nor 


                              13


     any Guarantor nor any ERISA Affiliate has incurred (without
     fully satisfying the same), or reasonably expects to incur,
     withdrawal liability in respect of any such Multiple
     Employer Pension Plan listed in Annex 2.12 to this
     Agreement, which withdrawal liability could have a Material
     Adverse Effect.


          (g)  Foreign Pension Plan.  Except as set forth in
     Annex 2.12 hereof, the present value of all benefits vested
     under each Japanese Foreign Pension Plan and each other
     material Foreign Pension Plan, determined as of the most
     recent valuation date in respect thereof does not exceed the
     value of the assets of such Foreign Pension Plan, and all
     required payments in respect of funding such Foreign Pension
     Plan have been made.

     2.13 Certain Laws.

          (a)  Investment Company Act.  Neither the Company nor
     any Guarantor nor any of the Subsidiaries of the Company
     is, or is directly or indirectly controlled by, or acting on
     behalf of any Person which is, an "investment company"
     within the meaning of the Investment Company Act of 1940, as
     amended.


          (b)  Holding Company Status.  Neither the Company nor
     any Guarantor nor any of the Subsidiaries of the Company is
     a "holding company" or an "affiliate" of a "holding
     company," or a "subsidiary company" of a "holding company,"
     or a "public utility" within the meaning of the Public
     Utility Holding Company Act of 1935, as amended.

          (c)  Absence of Foreign or Enemy Status.  Neither the
     Company nor any Guarantor nor any Subsidiary of the Company
     is an "enemy" or an "ally of the enemy" within the meaning
     of section 2 of the Trading with the Enemy Act (50 U.S.C.
     App. Sections 1 et seq.), as amended.  Neither the Company
     nor any Guarantor nor any Subsidiary of the Company is in
     violation of, and neither the issue and sale of the Notes by
     the Company nor its use of the proceeds thereof as
     contemplated by this Agreement, will violate, the Trading
     with the Enemy Act, as amended, or any executive orders,
     proclamations or regulations issued pursuant thereto,
     including, without limitation, regulations administered by
     the Office of Foreign Asset Control 


                              14


     of the Department of the Treasury (31 C.F.R., Subtitle B,
     Chapter V).

     2.14 Environmental Compliance.

     Except as set forth in Annex 2.14 hereto:

          (a)  Compliance -- each of the Company, the Guarantors
     and the Subsidiaries of the Company is in compliance with
     all Environmental Protection Laws in effect in each
     jurisdiction where each is presently doing business, and in
     which the failure so to comply could be reasonably expected
     to have a Material Adverse Effect.
     
          (b)  Liability -- neither the Company nor any Guarantor
     nor any of the Subsidiaries of the Company is subject to any
     liability under any Environmental Protection Laws that,
     individually or in the aggregate, could be reasonably
     expected to have a Material Adverse Effect; and
     

          (c)  Notices -- neither the Company nor any Guarantor
     nor any of the Subsidiaries of the Company has received any
     
               (i)  notice from any Governmental Authority by
          which any real Property presently or previously owned
          or leased by it has been designated, listed, or identi-
          fied in any manner by any Governmental Authority
          charged with administering or enforcing any
          Environmental Protection Law as a Hazardous Substance
          disposal or removal site, "Super Fund" clean-up site,
          or candidate for removal or closure pursuant to any
          Environmental Protection Law,

               (ii) notice of any Lien arising under or in
          connection with any Environmental Protection Law that
          has attached to any revenues of, or to, any of its
          owned or leased real Properties, or

               (iii) summons, citation, notice, directive,
               letter, or other communication, written or oral,
               from any Governmental Authority concerning any
               intentional or unintentional action


                                   15


               or omission by the Company, any Guarantor or any
               Subsidiary in connection with its ownership or
               leasing of any real Property and involving the
               releasing, spilling, leaking, pumping, pouring,
               emitting, emptying, dumping, or other use, storage
               or disposition of any Hazardous Substance
               resulting in violation of any Environmental
               Protection Law, if the effect thereof could be
               reasonably expected to have a Material Adverse
               Effect.

     2.15 Sale is Legal and Authorized; Obligations are
Enforceable.

          (a)  Sale is Legal and Authorized.  Each of the
     issuance, sale and delivery of the Notes by the Company, the
     issuance, execution and delivery of the Guaranty of each
     Guarantor herein and in the Notes, the execution and
     delivery of this Agreement by the Company and the
     Guarantors, the compliance by the Company and each Guarantor
     with all of the provisions hereof and the compliance by the
     Company and each Guarantor with all the provisions of the
     Notes:
          
               (i)  is within the corporate powers of each of the
          Company and such Guarantors, as the case may be; and
          
               (ii) is legal and does not conflict with, result
          in any breach in any of the provisions of, constitute a
          default under, or result in the creation of any Lien
          upon any Property of the Company, any Guarantor or any
          of the Subsidiaries of the Company under the provisions
          of, any agreement, charter instrument, bylaw or other
          instrument to which any of the Company, any Guarantor
          or any such Subsidiary is a party or by which any of
          the Company, the Guarantors or such Subsidiaries or any
          of their respective Property, may be bound.


          (b)  Obligations are Enforceable.  This Agreement has
     been duly authorized by all necessary action on the part of
     each of the Company and the Guarantors, has been executed
     and delivered by duly authorized officers of each of the
     Company and the Guarantors, and constitutes a legal, valid
     and binding obligation of the Company and of each Guarantor,
     enforceable in accordance with its terms, and the Notes and
     the Guaranty have been duly authorized by all necessary
     action on the part of the Company and the Guarantors, as the
     case may be, have been executed and delivered by duly
     authorized officers of the Company, and constitute a legal,
     valid and binding obligation of the Company, enforceable in
     accordance with their terms, except, in each case, that the
     enforceability of this Agreement and of the Notes may be:
     
               (i)  limited by applicable bankruptcy,
          reorganization, arrangement, insolvency, moratorium, or
          other similar laws affecting the enforceability of
          creditors' rights generally; and

               (ii) subject to the availability of equitable
          remedies.

     2.16 Governmental Consent.

     Neither the legal nature of the Company, any Guarantor or
any of the Subsidiaries of the Company, or of any of their
respective businesses or Properties, nor any relationship between
the Company, any Guarantor or any of the Subsidiaries of the
Company and any other Person, nor any circumstance in connection
with the offer, issue, sale or delivery of the Notes, the
issuance, execution and delivery of the Guaranty of each
Guarantor herein and in the Notes, and the execution and delivery
of this Agreement, is such as to require a consent, approval or
authorization of, or filing, registration or qualification with,
any Governmental Authority on the part of the Company or any
Guarantor as a condition to the execution and delivery of this
Agreement or the offer, issue, sale or delivery of the Notes.

     2.17  Private Offering.

     Neither the Company nor any Guarantor has offered any of the
Notes or the guaranties of any Guarantors or any similar Security
of the Company or any Guarantor for sale to, or solicited offers
to buy any thereof from, or otherwise approached or negotiated
with respect thereto with, any prospective purchaser, other than
you.

                              17


     2.18 No Defaults.

          (a)  The Notes.  No event has occurred and no condition
     exists that, upon the execution and delivery of this
     Agreement and the issuance and delivery of the Notes
     pursuant hereto and the Guaranty of each Guarantor herein
     and in the Notes, would constitute a Default or an Event of
     Default.

          (b)  Charter Instruments, Other Agreements.  Neither
     the Company nor any Guarantor nor any of the Subsidiaries of
     the Company is in violation in any respect of any term of
     any charter instrument or bylaw and neither the Company nor
     any Guarantor nor any such Subsidiary is in violation in any
     material respect of any term in any material agreement or
     other instrument to which it is a party or by which it or
     any of its Property may be bound.  Except as set forth in
     Annex 2.18, all agreements relating to the ownership or
     operation of satellite precipitated calcium carbonate
     facilities of the Company and its Subsidiaries (the "PCC
     Agreements") are in full force and effect and no default by
     the Company or any Subsidiary has occurred and is continuing
     under any thereof.  Since October 30, 1992 neither the
     Company nor any Subsidiary has requested or received any
     material waiver or consent (other than consents delivered to
     you in connection with the execution and delivery of this
     Agreement) in respect of any PCC agreement or any agreement
     pursuant to which any Debt of the Company or a Subsidiary
     was issued.

     2.19 Use of Proceeds.

          (a)  Use of Proceeds.  The Company shall apply the
     proceeds from the sale of the Notes to refinance commercial
     bank debt outstanding and the balance for capital
     expenditures and for general corporate purposes of the
     Company and the Guarantors.
     
          (b)  Margin Securities.  None of the transactions
     contemplated herein and in the Notes (including, without
     limitation, the use of the proceeds from the sale of the
     Notes) violates, will violate or will result in a violation
     of section 7 of the Exchange Act, including, without
     limitation, Regulations G, T, U and X of the Board of
     Governors of the 

                              18


     Federal Reserve System, 12 C.F.R., Chapter
     II.  Neither the Company nor any Guarantor nor any of the
     Subsidiaries of the Company owns, or with the proceeds of
     the sale of the Notes intends to own, carry or purchase, or
     refinance borrowings that were used to own, carry or
     purchase, any Margin Security, including Margin Securities
     originally issued by the Company, any Guarantor or any such
     Subsidiary.  The obligations of the Guarantors under this
     Agreement and their respective Guaranties and the Company
     under this Agreement and the Notes are not and will not be
     secured by any Margin Security, and no Notes are being sold
     on the basis of any such collateral.

     2.20 Relationship of Company, Subsidiaries and Guarantors.

     The Guarantors acknowledge that they will receive a direct
economic and financial benefit from the transactions contemplated
by this Agreement, and such transactions are in the best interest
of the Company, the Guarantors and the Subsidiaries of the
Company.  In recognition and confirmation thereof, each
Guarantor, by specific resolution of its Board of Directors, has
caused itself to become obligated in the manner set forth in
Section 10 hereof.  Neither the Company nor any of its
Subsidiaries is bound or affected by any contract other than this
Agreement which prohibits, or upon the occurrence of an event or
the passage of time or both would prohibit the declaration or
payment of dividends or the return of capital by a Subsidiary to
the Company.

     3.   CLOSING CONDITIONS

     Your obligation to purchase and pay for the Notes to be
delivered to you at the Closing is subject to the following
conditions precedent:

     3.1  Opinions of Counsel.

     You shall have received from

          (a)  S. Garrett Gray, Esq., General Counsel for the
     Company and counsel for the Guarantors, and

          (b)  Skadden, Arps, Slate, Meagher & Flom, your special
     counsel, 

                              19


     closing opinions, each dated as of the Closing Date, and in
     the case of the opinion of S. Garrett Gray, Esq.,
     substantially in the form set forth in Annex 3.1 hereto, and
     as to such other matters as you may reasonably request. 
     This Section 3.1 shall constitute direction by the Company
     and each Guarantor to such counsel named in the foregoing
     clause (a) to deliver such closing opinion to you.

     3.2  Representations and Warranties True; No Prohibited
Action.

          (a)  Representations and Warranties True.  The
     representations and warranties contained herein shall be
     true on the Closing Date with the same effect as though made
     on and as of that date.

          (b)  No Prohibited Action.  On and as of the Closing
     Date, neither the Company nor any Guarantor nor any of the
     Subsidiaries of the Company shall have taken any action or
     permitted any condition to exist that would have been
     prohibited by Section 7.5 through Section 7.16, inclusive,
     hereof, had such Sections been binding and effective at all
     times during the period from December 31, 1995 to and
     including the Closing Date.

     3.3  Officers' Certificates.

     You shall have received

          (a)  a certificate dated the Closing Date and signed by
     the President or a Vice-President and the Treasurer or an
     Assistant Treasurer of the Company, substantially in the
     form of Exhibit B1 hereto certifying, among other things,
     that the conditions specified in Sections 3.2 and 3.9 hereof
     have been fulfilled,

          (b)  certificates dated the Closing Date and signed by
     the President or a Vice-President and the VicePresident
     Finance of each Guarantor substantially in the form of
     Exhibit B2 hereto certifying, among other things, that the
     conditions specified in Sections 3.2 and 3.9 hereof have
     been fulfilled,

                              20


          (c)  a certificate dated the Closing Date and signed by
     the Secretary or an Assistant Secretary of the Company,
     substantially in the form of Exhibit C1 hereto, with respect
     to the matters therein set forth, and
     
          (d)  certificates dated the Closing Date and signed by
     the Secretary or an Assistant Secretary of each Guarantor,
     substantially in the form of Exhibit C2 hereto, with
     respect to the matters therein set forth.
     
     3.4  Legality.

     The Notes shall on the Closing Date qualify as a legal
investment for you under applicable insurance law (without regard
to any "basket" or "leeway" provisions) and you shall have
received such evidence as you may reasonably request to establish
compliance with this condition.

     3.5  Private Placement Number.

     The Company shall have obtained or caused to be obtained a
private placement number for the Notes from the CUSIP Service
Bureau of Standard & Poor's and you shall have been informed of
such private placement number.

     3.6  Expenses.
     All fees and disbursements required to be paid pursuant to
Section 1.5 hereof shall have been paid in full.

     3.7  Proceedings Satisfactory

     All proceedings taken in connection with the issuance and
sale of the Notes and all documents and papers relating thereto
shall be satisfactory to you and your special counsel.  You and
your special counsel shall have received copies of such documents
and papers as you or they may reasonably request in connection
therewith or in connection with your special counsel's closing
opinion, all in form and substance satisfactory to you and your
special counsel.

                              21

     3.8  Compliance with this Agreement.

     Each of the Company, the Guarantors and the Subsidiaries of
the Company shall have performed and complied with all agreements
and conditions contained herein that are required to be performed
or complied with by the Company, such Guarantor or any Subsidiary
on or prior to the Closing Date, and such performance and
compliance shall remain in effect on the Closing Date.

     3.9  No Dissolution, Merger or Change in Control.

     After the date hereof and through the Closing Date, (a)
neither the Company nor any Guarantor shall have dissolved, nor
shall any of them have consolidated or merged with, or sold,
leased, transferred or otherwise disposed of all or substantially
all of its properties and assets to, any Person, whether or not
permitted by Section 7.4, and (b) no Change in Control with
respect to the Company shall have occurred; and you shall have
received on the Closing Date a certificate dated the Closing Date
and signed by the President of the Company to such effect and to
the effect that no corporate action shall have been taken to
initiate or to carry out any of the foregoing.

     3.10 [Reserved].

4.   SPECIAL RIGHTS OF INSTITUTIONS

     4.1  Direct Payment.

     Notwithstanding anything to the contrary herein or in the
Notes, the Company shall pay all amounts payable with respect to
each Note held by an Institutional Investor (without any
presentment of such Notes and without any notation of such
payment having been made thereon) by crediting, by federal funds
bank wire transfer of immediately available funds, the account of
such Institutional Investor in any bank in the United States of
America as may be designated in writing by such Institutional
Investor, or in such other manner as may be reasonably directed
or to such other address in the United States of America as may
be reasonably designated in writing by such Institutional
Investor.  Your address on Annex 1.2 hereto shall be deemed to
constitute notice, direction or designation (as appropriate) to
the Company with respect 

                              22

to direct payments as aforesaid.  In all other cases, all amounts
payable with respect to each Note shall be made by check mailed
and addressed to the registered holder of each Note at the
address shown in the register maintained by the Company pursuant
to Section 6.1 hereof.

     Each holder of Notes agrees that in the event it shall sell
or transfer any Note

          (a)  it shall, prior to the delivery of such Note
     (unless it shall have already done so), make a notation
     thereon of all principal, if any, prepaid on such Note and
     shall also note thereon the date to which interest shall
     have been paid on such Note, and

          (b)  it shall promptly notify the Company of the name
     and address of the transferee of any such Note so
     transferred and the effective date of such transfer.

     4.2  Delivery Expenses.

     If any holder of Notes surrenders any Note to the Company
pursuant hereto, the Company shall pay the cost of delivering to
or from such holder's home office or custodian bank from or to
the Company, insured to the reasonable satisfaction of such
holder, the surrendered Note and any Note issued in substitution
or replacement for the surrendered Note.

     4.3  Issue Taxes.

     The Company and the Guarantors shall pay all taxes in
connection with the issuance and sale of the Notes, the execution
and delivery of the Guaranties of the Notes pursuant to Section
10 hereof and in connection with any modification of this
Agreement, the Notes or the Guaranty of the Notes pursuant to
Section 10 hereof, and shall save each holder of Notes harmless
without limitation as to time against any and all liabilities
with respect to all such taxes.  The obligations of the Company
and such Guarantors under this Section 4.3 shall survive the
payment or prepayment of the Notes and the termination hereof.


                              23


5.   PREPAYMENTS

     5.1  Offer to Prepay upon Change in Control.
     
          (i)  Notice and Offer.  In the event of a Change in
     Control, and whether pursuant to Section 7.4 or otherwise as
     permitted by this Agreement, then the Company and each
     Guarantor having knowledge of such Change in Control will,
     within three (3) Business Days of such Change in Control
     give written notice of such Change in Control to each holder
     of Notes by registered mail (with a copy thereof sent via an
     overnight courier of national reputation) and,
     simultaneously with the sending of such written notice, give
     telephonic advice of such Change in Control to an investment
     officer or other similar representative or agent of each 
     such holder specified on Annex 1.2 to this Agreement at the
     telephone number specified thereon, or to such other Person
     at such other telephone number as any holder of a Note may
     specify to the Company and the Guarantors in writing.  Such
     notice shall be dated the date on which it is given.  In the
     event of a Change in Control, such written notice shall
     contain, and such written notice shall constitute, an
     irrevocable offer to prepay all, but not less than all, of
     the Notes held by such holder on a date specified in such
     notice (the "Control Prepayment Date") that is not less than
     fifteen (15) days and not more than forty-five (45) days
     after the date of such notice. (If the Control Prepayment
     Date shall not be specified in such notice, the Control
     Prepayment Date shall be the fifteenth (15th) day after the
     date of such notice.) If the Company shall not have received
     a written response to such notice from each holder of Notes
     within ten (10) days after the date of posting of such
     notice to such holder of Notes, then a second written notice
     shall be immediately sent (via an overnight courier of
     national reputation) to each such holder of Notes who shall
     have not previously responded to the Company.

          (b)  Acceptance and Payment.  To accept such offered
     prepayment, a holder of Notes shall cause a notice of such
     acceptance to be delivered to the Company not later than one
     day prior to the Control Prepayment Date and shall designate
     in such notice the principal amount of its Notes that it has
     elected to 

                                   24


     have prepaid.  If so accepted by such holder, such
     offered prepayment in respect of such principal amount of
     such Notes shall be due and payable on the Control
     Prepayment Date.  Such offered prepayment shall be made at
     one hundred percent (100%) of the principal amount of such
     Notes so elected to be prepaid, together with interest on
     the Notes then being prepaid accrued to the Control
     Prepayment Date.
     
          (c)  Officer's Certificate.  Each offer to prepay the
     Notes pursuant to this Section 5.1 will be accompanied by an
     officer's certificate, executed by the President or a Vice
     President of the Company and dated the date of such offer,
     specifying:

               (i)   the Control Prepayment Date;

               (ii)  the principal amount of each Note offered to
           be prepaid;

               (iii) the interest to be paid on each such Note,
          accrued to the Control Prepayment Date; and

               (iv)  in reasonable detail, the nature of the
          Change in Control.

     5.2  Optional Prepayments.  The Company may prepay the
principal amount of the Notes in whole or in part at any time in
multiples of One Million Dollars ($1,000,000) (or, if the
aggregate outstanding principal amount of the Notes is less than
One Million Dollars ($1,000,000) at such time, then such
principal amount), together with 

          (i)  an amount equal to the Make-Whole Amount in
     respect of the principal amount of the Notes being so
     prepaid, and
     
          (ii) interest on such principal amount then being
     prepaid accrued to the prepayment date.

     5.3  Notice of Optional Prepayment.

     The Company will give notice of any optional prepayment of
the Notes to each holder of the Notes not less than thirty (30)
days or more than sixty (60) days before the date fixed for
prepayment, specifying:

                                 25


          (a)  such prepayment date;

          (b)  that the prepayment is being made pursuant to
     Section 5.2 hereof;

          (c)  the principal amount of each Note to be prepaid on
     such date;

          (d)  the interest to be paid on each  such  Note, 
     accrued to the date fixed for prepayment; and

          (e)  the Company's calculation of an estimated
     Make-Whole Amount, if any, (assuming the date of prepayment
     was the date of such notice) due in connection with such
     prepayment, accompanied by a copy of any applicable
     documentation used in connection with determining the
     Make-Whole Discount Rate in respect thereof.

Such notice of prepayment shall also certify all facts that are
conditions precedent to any such prepayment.  Notice of
prepayment having been so given, the aggregate principal 
amount of the Notes specified in such notice, together with 
the Make-Whole Amount, if any, and accrued interest thereon 
shall become due and payable on the specified prepayment date.  
Contemporaneously with such prepayment, the Company shall deliver 
to each holder of Notes, as of the specified prepayment date, 
the determination of the Make-Whole Amount referred to in the 
definition of "Make-Whole Amount" in Section 11.1 hereof (and 
previously delivered to the Company as provided for in such 
definition), accompanied by a copy of any applicable documentation
likewise previously delivered to the Company and used in 
connection with determining the Make-Whole Discount Rate in 
respect of such prepayment. Interest on any overdue prepayment 
and on any "Make-Whole Amount" to be paid in connection 
therewith, shall be due to the date of payment, at the rate 
set forth in Section 1.1(b).

     5.4  Partial Prepayment Pro Rata.

     If at the time any optional prepayment is due under Section
5.2 hereof and there is more than one Note outstanding
immediately prior to, as well as after giving effect to, such
prepayment, the aggregate principal amount of each optional
partial prepayment of the Notes shall be allocated among the
holders of the Notes at the time

                              26


outstanding in proportion, as nearly as practicable, to the
respective unpaid principal amounts of the Notes outstanding
immediately prior to such prepayment, with adjustments, to the
extent practicable, to equalize for any prepayments not in such
proportion.  

     5.5  Notation of Notes on Prepayment.

     Upon any partial prepayment of a Note, the holder thereof
may (but such holder shall not be compelled to) require that such
Note be

          (a)  surrendered to the Company pursuant to Section 6.2
     hereof in exchange for a new Note in a principal amount
     equal to the principal amount remaining unpaid on the
     surrendered Note,
     
          (b)  made  available  to  the  Company  for  notation 
     thereon of the portion of the principal so prepaid, or
     
          (c)  marked by such holder with a notation thereon of
     the portion of the principal so prepaid.

If any Note is surrendered to the Company pursuant to this
Section 5.5 or otherwise hereunder, such Note shall be cancelled
and shall not be reissued and no new Note shall be reissued in
respect of any principal amount of a surrendered Note that shall
have been previously paid.  This Section 5.5 shall not limit or
restrict the Company's obligation to effect payment of any
partial prepayment of Notes in accordance with requirements of
Section 4.1 hereof.

     5.6  No Other Optional Prepayments.

     Except as provided in Section 5.2 hereof or in accordance
with an offer made in compliance with Section 5.1 or pursuant to
Section 7.4(c) or Section 7.15(c)(ii) hereof, the Company may not
make, without the prior written consent of all holders of Notes,
any optional prepayment (whether directly or indirectly by
purchase or other acquisition) in respect of the Notes.


                              27


6.   REGISTRATION; SUBSTITUTION OF NOTES

     6.1  Registration of Notes.

     The Company shall cause to be kept at its office, maintained
pursuant to Section 7.3 hereof, a register for the registration
and transfer of Notes.  The name and address of each holder of
one or more Notes, each transfer thereof and the name and address
of each transferee of one or more Notes shall be registered in
the register.  The Person in whose name any Note shall be
registered shall be deemed and treated as the owner and holder
thereof for all purposes hereof, and neither the Company nor any
Guarantor shall be affected by any notice or knowledge to the
contrary.  The Company shall deem such subsequent holder to have
made the representations and warranties set forth in Section 1.3
hereof and will promptly furnish to any such subsequent holder,
upon request made prior to or subsequent to a transfer, the type
of information described in Section 2.12(c)(ii) hereof.

     6.2  Exchange of Notes.

     Upon surrender of any Note at the office of the Company
maintained pursuant to Section 7.3 hereof duly endorsed or
accompanied by a written instrument of transfer duly executed by
the registered holder of such Note or such holder's attorney duly
authorized in writing, the Company shall execute and deliver, at
the Company's expense (except as provided below), new Notes in
exchange therefor, in denominations of at least Fifty Thousand
Dollars ($50,000) (except as may be necessary to reflect any
principal amount not evenly divisible by Fifty Thousand Dollars
($50,000)), in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note.  Each such new Note
shall be payable to such Person as such holder may request and
shall be substantially in the form of Exhibit A hereto.  Each
such new Note shall be dated and bear interest from the date to
which interest shall have been paid on the surrendered Note or
dated the date of the surrendered Note if no interest shall have
been paid thereon.  The Company may require payment of a sum
sufficient to cover any stamp tax or governmental charge imposed
in respect of any such transfer of Notes.


                              28


     6.3  Replacement of Notes.

     Upon receipt by the Company of evidence reasonably
satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Note and

          (a)  in the case of loss, theft or destruction, of
     indemnity reasonably satisfactory to it (provided that if
     the holder of such Note is an Institutional Investor, such
     holder's own unsecured agreement of indemnity shall be
     deemed to be satisfactory), or

          (b)  in the case of mutilation, upon surrender and
     cancellation thereof,

the Company at its own expense shall execute and deliver, in lieu
thereof, a new Note, dated and bearing interest from the date to
which interest shall have been paid on such lost, stolen,
destroyed or mutilated Note or dated the date of such lost,
stolen, destroyed or mutilated Note if no interest shall have
been paid thereon.

     6.4  Guarantors' Responsibility in respect of New Notes.

     Each Guarantor agrees to execute each new Note, as provided
for in the form thereof attached hereto as Exhibit A, being
exchanged or delivered in accordance with Section 6.2 and Section
6.3 hereof.

7.   COMPANY BUSINESS COVENANTS

     The Company covenants that on and after the Closing Date and
so long as any of the Notes shall be outstanding:

     7.1  Payment of Taxes and Claims.

     The Company will, and will cause each of its Subsidiaries
to, pay  before  they become delinquent,

          (a)  all taxes, assessments and governmental charges or
     levies imposed upon it or its Property, and

          (b)  all claims or demands of materialmen, mechanics,
     carriers, warehousemen, landlords and other like Persons
     that, if unpaid, might result in the creation of a Lien upon
     its Property,

                              29


provided, that items in clause (a) and clause (b) above need not
be paid

               (x)  while being contested in good faith and by
          appropriate proceedings as long as adequate book
          reserves (as required by GAAP) have been established
          and maintained and exist with respect thereto, and
     
               (y)  so long as the title of the Company or any of
          its Subsidiaries (as the case may be) to, and its right
          to use, such Property, is not materially adversely
          affected thereby.

     7.2  Maintenance of Properties and Corporate Existence.

     The Company will, and will cause each of its Subsidiaries
to,

          (a)  Property -- maintain its Property in good
     condition, ordinary wear and tear excepted, and make all
     necessary renewals, replacements, additions, betterments 
     and improvements thereto;

          (b)  Insurance -- maintain, with financially sound and
     reputable insurers, insurance with respect to its Property
     and business against such casualties and contingencies, of
     such types (including, without limitation, insurance with
     respect to losses arising out of Property loss or damage,
     public liability, workers' compensation, business
     interruption, larceny, embezzlement or other criminal
     misappropriation) and in such amounts as is customary in 
     the case of corporations of established reputation engaged
     in the same or a similar business and similarly situated;

          (c)  Financial Records -- keep true books of records
     and accounts in which full and correct entries shall be made
     of all its business transactions and which will permit the
     preparation of accurate and complete consolidated financial
     statements in accordance with GAAP;

          (d)  Corporate Existence and Rights -- do or cause to
     be done all things necessary to preserve and keep in full
     force and effect its corporate existence, rights (charter
     and statutory) and franchises, subject 
     

                              30


     to Section 7.4 hereof, except where the failure to do so
     could not reasonably be expected to have a Material Adverse
     Effect;
          
          (e)  Compliance with Law -- not be in violation of any
     law, ordinance or governmental rule or regulation to which
     it is subject and not fail to obtain any license,
     certificate, permit, franchise or other governmental
     authorization necessary to the ownership of its Properties
     or to the conduct of its business if such violation or
     failure to obtain could be reasonably expected to have a
     Material Adverse Effect; and 

          (f)  Rule 144A Eligibility -- not take or omit to take
     any action which would cause the Notes not to be eligible
     for resale pursuant to Rule 144A(d)(3) and (4) as the same
     may be amended from time to time.

     7.3  Payment of Notes and Maintenance of Office.

     The Company will punctually pay, or cause to be paid, the
principal of and interest (and Make-Whole Amount, if any) on, the
Notes, as and when the same shall become due according to the
terms hereof and of the Notes, and will maintain an office at the
address of the Company set forth in Section 12.1 hereof where
notices, presentations and demands in respect hereof or of the
Notes may be made upon it.  Such office will be maintained at
such address until such time as the Company will notify the
holders of the Notes of any change of location of such office,
which will in any event be located within the United States of
America.

     7.4  Merger; Acquisition; Sale of Assets.

          (a)  Merger and Consolidation.  The Company will not,
     and will not permit any of its Subsidiaries to, merge with
     or into, consolidate with, or sell, lease as lessor,
     transfer or otherwise dispose of all or substantially all 
     of its Property to, any other Person or permit any other
     Person to merge with or into or consolidate with it (except
     that a Subsidiary of the Company may merge with or into,
     consolidate with, or sell, lease, transfer or otherwise
     dispose of all or substantially all of its assets to, the
     Company or a Wholly-Owned Subsidiary); provided that the
     foregoing restriction does not apply to the merger or
     consolidation  


                             31


     of the Company with or into, or the sale, lease, transfer or
     other disposition by the Company of all or substantially all
     of its Property to, another corporation, if:

               (i)  the corporation that results from such merger
          or consolidation or that purchases, leases, or acquires
          all or substantially all of such Property (the
          "Surviving Corporation") shall be organized under the
          laws of, and have substantially all of its Property
          located in, the United States of America or any
          jurisdiction thereof;
     
               (ii) the due and punctual payment of the principal
          of and Make-Whole Amount, if any, and interest on all
          of the Notes, according to their tenor, and the due and
          punctual performance and observance of all the
          covenants contained herein and in the Notes to be
          performed and observed by the Company, shall be
          expressly assumed by the Surviving Corporation pursuant
          to such agreements or instruments as shall be
          satisfactory to the Required Holders;

               (iii) each Guarantor shall have reconfirmed its
          obligations hereunder in writing;

               (iv)  the Company shall have caused to be
          delivered to each holder of Notes an opinion of
          independent counsel (which opinion and counsel are
          satisfactory in form and substance to the Required
          Holders) to the effect that (i) such agreements,
          reconfirmations and instruments are enforceable in
          accordance with their terms, (ii) no taxable event 
          or consequence will result to any holder of Notes
          solely by virtue of such merger, consolidation,
          purchase, lease or acquisition and the assumption 
          by the Surviving Corporation of the obligations of 
          he Company hereunder and under the Notes, and (iii) 
          the obligations of the Guarantors are in full force 
          and effect; and 

               (v)  immediately prior to, and immediately after
          the consummation of such transaction, and after giving
          effect thereto,
          

                              32


               (A)  no Default or Event of Default shall exist,
          and

               (B)  the Surviving Corporation would be permitted
          to incur at least One Dollar ($1.00) of additional
          Funded Debt pursuant to Section 7.7 hereof.

          (b)  Acquisition of Stock.  The Company will not, and
     will not permit any of its Subsidiaries to, acquire any
     stock of any corporation if upon completion of such
     acquisition such corporation would be a Subsidiary of the
     Company, or acquire all of the assets of, or such of the
     assets as would permit the transferee to continue any one or
     more integral business operations of, any Person unless,
     immediately after the consummation of such acquisition, and
     after giving effect thereto, no Default or Event of Default
     exists or would exist and the Company would be permitted to
     incur at least One Dollar ($1.00) of additional Funded Debt
     pursuant to Section 7.7 hereof and a Subsidiary of the
     Company would be permitted to incur at least One Dollar
     ($1.00) of additional Debt pursuant to Section 7.6 hereof.
     Upon any corporation becoming a Subsidiary of the Company,
     all of its then existing Debt and Liens securing such Debt
     shall be deemed incurred for purposes of Section 7.6,
     Section 7.7 and Section 7.9 hereof.

          (c)  Sale of Assets.  The Company will not, and will
     not permit any of its Subsidiaries to, sell, lease, abandon
     or otherwise dispose of any of its assets (except for sales
     and leases in the ordinary course of business, including
     sales and leases to customers and dispositions of plant and
     equipment in connection with normal closures) unless,
     immediately after giving effect to such proposed
     disposition, the assets so disposed of by the Company and
     its Subsidiaries during the then current fiscal year of the
     Company shall have an aggregate net book value (determined
     as to particular assets as of the end of the immediately
     preceding fiscal year), not in excess of ten percent (10%)
     of Consolidated Net Worth at the end of the immediately
     preceding fiscal year.  In determining such aggregate value,
     there shall be included the value of any assets disposed of
     through dispositions of shares pursuant to Section 7.4(a) or


                              33


     Section 7.15 but there shall be excluded the value of assets
     disposed of to the extent that, after giving effect to such
     sale or lease no Default or Event of Default shall exist and
     either (i) the Company or such Subsidiary at the time of
     such disposition either has previously acquired or is
     simultaneously acquiring, in contemplation of such
     disposition, substantially similar assets, or has 
     previously entered into, or is simultaneously entering 
     into, a binding purchase or lease agreement or agreements 
     to acquire or lease substantially similar assets, which
     assets are acquired or leased within one hundred eighty
     (180) days of such disposition or (ii) the Company or such
     Subsidiary shall, within such period of one hundred eighty
     (180) days, use the proceeds from the disposition to repay
     Debt of the Company or such Subsidiary, in which event the
     Company shall offer to prepay, at par and in the manner
     provided in Section 5.5 hereof, a principal amount of Notes
     which bears the same ratio to the aggregate outstanding
     amount of all Notes outstanding as other Debt to be repaid
     bears to the aggregate outstanding amount of such issues 
     or series of Debt.

     7.5  Restricted Payments and Restricted Investments.

          (a)  Limitation on Restricted Payments.  The Company
     will not make or incur and will not suffer or permit any of
     its Subsidiaries to make or incur (i) any liability to
     declare or make any Restricted Payment in respect of its
     Capital Stock or the Capital Stock of any of its
     Subsidiaries or any Guarantor or (ii) any Restricted
     Investment or any undertaking or agreement to make a
     Restricted Investment unless immediately after giving 
     effect to any proposed Restricted Payment or
     Restricted Investment,
     
               (A)  the aggregate amount of all Restricted
               Investments and Restricted Payments declared, made
               or authorized after December 31, 1992 does not
               exceed the sum of 
          
                    (I)  seventy-five percent (75%) of the
               aggregate Consolidated Net Income (or, in case
               such aggregate Consolidated Net Income shall be a

                                             34


               deficit, minus 100% of such deficit) for the
               period commencing on January 1, 1993 and ending 
               on the date of such proposed transaction; plus
               

                    (II) Twenty-Five Million Dollars
                    ($25,000,000);

               (B)  no Default or Event of Default exists or
          would, after giving effect to such Restricted Payment
          or Restricted Investment, as the case may be, exist;
          and

               (C)  the Company would  be  permitted  to  incur
          at least One Dollar ($1.00) of additional  Funded  Debt 
          pursuant  to  Section 7.7 hereof and a  Subsidiary 
          of  the  Company  would  be  permitted to incur at
          least One Dollar ($1.00) of additional Debt pursuant
          to Section 7.6 hereof.
          
          (b)  Time of Payment.    The Company will not authorize
     a Distribution on its Capital Stock that is not payable
     within sixty (60) days of authorization.
     
     7.6  Subsidiary Debt.

     The Company will not at any time permit any of its
Subsidiaries to create, incur, issue, assume, guarantee or
otherwise become liable in respect of any Debt, other than Debt
owing to the Company or a Wholly-Owned Subsidiary, unless, (i)
immediately after giving effect thereto, Total Subsidiary Debt
does not exceed ten percent (10%) of Consolidated Net Worth at
such time, and (ii) immediately prior to, and immediately after
the consummation of such transaction, and after giving effect
thereto, no Default or Event of Default exists or would exist 
and the Company would be permitted to incur at least One Dollar
($1.00) of additional Funded Debt pursuant to Section 7.7.

     7.7  Consolidated Funded Debt to Consolidated Total
Capitalization.

     The Company will not, and will not permit any of its
Subsidiaries to, create, incur, issue, assume, guarantee or
otherwise become liable in respect of any Funded Debt (other than
the Notes) at any time, unless, (i) immediately 

                              35


after giving effect thereto, Consolidated Funded Debt does not
exceed forty percent (40%) of Consolidated Total Capitalization
at such time, and (ii) immediately prior to, and immediately
after the consummation of such transaction, and after giving
effect thereto, no Default or Event of Default exists or would
exist.

     7.8  Consolidated Net Worth.

     The Company will not permit Consolidated Net Worth at the
end of any fiscal quarter of the Company to be less than the sum
of (i) Three Hundred Twenty-five Million Dollars ($325,000,000)
and (ii) twenty-five percent (25%) of Consolidated Net Income
earned after December 31, 1995.

     7.9  Liens.

          (a)  Negative Pledge.  The Company will not, nor will
     it permit any of its Subsidiaries to, grant, incur, assume,
     create or cause or permit to exist, or agree or consent to
     grant, incur, assume, create or cause or permit to exist in
     the future (upon the happening of a contingency or
     otherwise), a Lien upon any of its Property (including,
     without limitation, any Capital Stock of the Subsidiaries 
     of the Company owned by the Company or any other Subsidiary
     of the Company), whether now owned or hereafter acquired,
     except:

               (i)  Liens securing the claims or demands of
          materialmen, mechanics, carriers, warehousemen,
     landlords and other like Persons, provided that the payment
     thereof is not at the time required by Section 7.1 hereof;
     
               (ii) Liens incurred or deposits made in the
     ordinary course of business

                    (A)  in connection with workers'
               compensation, unemployment insurance, social
               security and other like laws, and

                    (B)  to secure the performance of letters of
               credit, bids, tenders, sales contracts, leases,
               statutory obligations, surety and performance
               bonds (of a type other than set forth in Section
               7.9(a)(iii) 

                              36


               hereof) and other similar obligations not incurred
               in connection with the borrowing of money, the
               obtaining of advances or the payment of the
               deferred purchase price of Property;

               (iii) Liens

                    (A)  arising from judicial attachments and
               judgments,

                    (B)  securing appeal bonds or supersedeas
               bonds, and

                    (C)  arising in connection with court
               proceedings (including, without limitation, surety
               bonds and letters of credit or any other
               instrument serving a similar purpose),

provided that (1) the execution or other enforcement of such
Liens is effectively stayed, (2) the claims secured thereby are
being actively contested in good faith and by appropriate
proceedings, (3) adequate reserves (in accordance with GAAP) 
have been established and maintained in respect thereof and (4)
the existence of the judgment or attachment giving rise to the
Lien shall not constitute an Event of Default;

               (iv) Liens on Property of a Subsidiary of the
          Company, provided that such Liens secure only
          obligations owing to the Company;

               (v)  Liens in the nature of reservations,
          exceptions, encroachments, easements, rights-of-way,
          covenants, conditions, restrictions, leases and other
          similar title exceptions or encumbrances affecting real
          Property, provided that such Liens do not individually
          or in the aggregate materially detract from the value
          of said Properties or materially interfere with the use
          by the Company or its Subsidiaries of such Property 
          in the ordinary conduct of the business of the Company
          and such Subsidiaries;

               (vi) Liens on Property arising in connection with
          Capital Leases so long as each such 

                              37


          Lien encumbers only Property that is the subject of the
          related Capital Lease and no other Property of the
          Company or any of its Subsidiaries and immediately
          before, and after giving effect thereto, no Default or
          Event of Default exists or would exist and (A) the
          Company would be permitted to incur at least One Dollar
          ($1.00) of additional Funded Debt pursuant to Section
          7.7 hereof and (B) a Subsidiary of the Company would be
          permitted to incur at least One Dollar ($1.00) of
          additional Debt pursuant to Section 7.6 hereof;

               (vii)  Liens in existence on the Closing Date
          securing Debt and listed on Annex 7.9 hereto; and
          
               (viii) Purchase Money Liens, if, after giving
          effect thereto and to any concurrent transactions:

                    (A)  each such Purchase Money Lien secures
               Debt of the Company or any of its Subsidiaries in
               an amount not exceeding one hundred percent (100%)
               of the cost of acquisition of the particular
               Property to which such Debt relates (or, in the
               case of a Lien existing on any Property of any
               corporation at the time it becomes a Subsidiary 
               of the Company, one hundred percent (100%) of the
               Fair Market Value of such Property at such time);

                    (B)  no Default or Event of Default would
               exist and (I) the Company would be permitted to
               incur at least One Dollar ($1.00) of additional
               Funded Debt pursuant to Section 7.7 hereof and
               (II) a Subsidiary of the Company would be
               permitted to incur at least One Dollar ($1.00) 
               of additional Debt pursuant to Section 7.6 hereof;
               

               (ix) Liens incurred in connection with the sale by
          the Company or a Subsidiary of accounts receivable of
          the Company or a Subsidiary (a "receivables sale")
          permitted by Section 7.4(c) or the borrowing of money
          by the Company or a 

                              38


          Subsidiary permitted by Section 7.6 and
          Section 7.7 and the repayment of which is secured by
          accounts receivable of the Company or a Subsidiary (a
          "receivables financing"), including such amount of
          accounts receivable as may be in excess of the sale
          price or the amount borrowed, provided that: (A) the
          Property subject to such Lien shall consist solely of
          accounts receivable of the Company or a Subsidiary, 
          he obligor of which is a Person other than the Company
          or a Subsidiary; (B) the purchaser of the accounts
          receivable or the lender (the repayment of whose loan
          is secured by such accounts receivable, as the case may
          be) shall have no recourse to the Company or any
          Subsidiary or to any Property of the Company or any
          Subsidiary other than such accounts receivable for any
          liability arising out of the receivables financing or
          receivables sale; and (C) the accounts receivable which
          are subject to the Lien permitted hereby shall be
          identified at the time the receivables sale or
          receivables financing is consummated and additional
          receivables shall not thereafter be subjected to the
          Lien created at that time; and 

               (x)  other Liens on Property of the Company or a
          Subsidiary provided that the Debt or other obligations
          secured by such Liens shall not at any time exceed ten
          percent (10%) of Consolidated Net Worth.

          (b)  Equal and Ratable Lien; Equitable Lien.  In case
     any Property shall be subjected to a Lien in violation of
     this Section 7.9, the Company will forthwith make or cause
     to be made, to the fullest extent permitted by applicable
     law, provision whereby the Notes will be secured equally 
     and ratably with all other obligations secured thereby,
     pursuant to such agreements and instruments as shall be
     approved by the Required Holders, and the Company will cause
     to be delivered to each holder of a Note an opinion of
     independent counsel (in form and substance satisfactory 
     to the Required Holders) to the effect that such agreements
     and instruments are enforceable in accordance with their
     terms, and in any such case the Notes shall have the
     benefit, to the full extent that, and with such priority as,
     the holders of Notes may be 


                               39


     entitled under applicable law, of an equitable Lien on such
     Property securing the Notes.  Such violation of this Section
     7.9 constitutes an Event of Default hereunder, whether or
     not any such provision is made pursuant to this Section
     7.9(b).

          (c)  Financing Statements.  The Company will not, and
     will not permit any of its Subsidiaries to, sign or file a
     financing statement under the Uniform Commercial Code (or
     similar statute) of any jurisdiction that names the Company
     or such Subsidiary as debtor, or sign any security agreement
     authorizing any secured party thereunder to file any such
     financing statement, except, in any such case, a financing
     statement filed or to be filed to perfect or protect a
     security interest that the Company or such Subsidiary is
     entitled to create, assume or incur, or permit to exist,
     under the foregoing provisions of this Section 7.9 or to
     evidence for informational purposes a lessor's interest in
     Property leased to the Company or any such Subsidiary.
     
     7.10 ERISA.

          (a)  Compliance.  The Company will, and will cause each
     ERISA Affiliate, at all times with respect to each Pension
     Plan and Multiemployer Plan, to make timely payment of
     contributions required to meet the minimum funding standard
     in respect of such Person set forth in ERISA or the IRC with
     respect thereto, and to comply with all other applicable
     provisions of ERISA.

          (b)  Relationship of Vested Benefits to Pension Plan
     Assets.  Except as, to the extent and for the period of time
     described in Annex 2.12, the Company will not at any time
     permit the present value of all employee benefits vested
     under each Pension Plan to exceed the assets of such Pension
     Plan allocable to such vested benefits at such time, in each
     case determined pursuant to Section 7.10(c) hereof, except
     to the extent that the Company could, at such time, incur
     Debt in the amount of such excess in compliance with Section
     7.6 and Section 7.7 and otherwise complies with this Section
     7.10.

          (c)  Valuations.  All assumptions and methods used to
     determine the actuarial valuation of vested 

                              40


     employee benefits under Pension Plans and the present value
     of assets of Pension Plans will be reasonable in the good
     faith judgment of the Company and will comply with all 
     requirements of law.

          (d)  Prohibited Actions.  The Company will not, and
     will not permit any ERISA Affiliate to:
     
               (i)  engage in any "prohibited transaction" (as
          such term is defined in section 406 of ERISA or section
          4975 of the IRC) that would result in the imposition of
          a tax or penalty;

               (ii) incur with respect to any Pension Plan any
          "accumulated funding deficiency" (as such term is
          defined in section 302 of ERISA), whether or not
          waived;

               (iii) terminate any Pension Plan in a manner that
          could result in

                    (A)  the imposition of a Lien on the Property
               of the Company or any of its Subsidiaries pursuant
               to section 4068 of ERISA, or

                    (B)  the creation of any liability under
               section 4062 of ERISA;

                         (iv) fail to make any payment required
                    by section 515 of ERISA; or

                         (v)  except  as  disclosed  on   Annex  
                    2.12 hereto, be an "employer" (as such term
                    is defined in section 3 of ERISA) required to
                    contribute to any Multiemployer Plan or a
                    "substantial employer" (as such term is
                    defined in section 4001 of ERISA) required to
                    contribute to any Multiple Employer Pension
                    Plan.

     7.11 Transactions with Affiliates.

          The Company will not, and will not permit any of its
     Subsidiaries to, enter into any transaction, including,
     without limitation, the purchase, sale or exchange of
     Property or the rendering of any service, with any
     Affiliate, except in the ordinary course of and pursuant 
     to the  

                            41


reasonable requirements of the Company's or such
Subsidiary's business and upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than would be
obtained in a comparable arm's-length transaction with a Person
not an Affiliate.

     7.12 Pro-Rata Offers.

          The Company will not, nor will it permit any of its
     Subsidiaries or any Affiliate to, directly or indirectly,
     acquire or make any offer to acquire any Notes other than as
     permitted by Section 5.7 and then only if the Company or
     such Subsidiary or Affiliate shall have offered to acquire
     Notes, pro rata, from all holders of the Notes and upon the
     same terms.  In case the Company acquires any Notes, such
     Notes will thereafter be cancelled and no Notes will be
     issued in substitution therefor.

     7.13 Private Offering.

          The Company will not, nor will it permit any Person
     acting on its behalf to, offer the Notes or any part thereof
     or any similar Securities for issue or sale to, or solicit
     any offer to acquire any of the same from, any Person so as
     to bring the issuance and sale of the Notes within the
     provisions of section 5 of the Securities Act.

     7.14 Environmental Compliance.

          (a)  Compliance.  The Company will at all times be, and
     will at all times cause its Subsidiaries to be, in
     compliance with all Environmental Protection Laws in effect
     in each jurisdiction where each such Person is doing
     business, if the failure to comply with which could
     reasonably be expected to have a Material Adverse Effect.

          (b)  Liability.  The Company will not permit itself,
     nor will it permit any of its Subsidiaries, to be subject 
     to any liability under any Environmental Protection Laws
     that, individually or in the aggregate, could reasonably 
     be expected to have a Material Adverse Effect.


                              42


     7.15 Sales of Subsidiary Stock.

     The Company will not at any time, and will not at any
time permit any of its Subsidiaries to, sell or otherwise dispose
of any shares of Capital Stock (or any options or warrants to
purchase Capital Stock or other Securities exchangeable for or
convertible into Capital Stock) of a Subsidiary of the Company
(said Capital Stock, options, warrants and other Securities
herein called "Subsidiary Stock"), nor will any Subsidiary of the
Company issue, sell or otherwise dispose of any shares of its own
Subsidiary Stock to any Person other than the Company or a
Wholly-Owned Subsidiary; provided that the foregoing restrictions
do not apply to:

          (a)  the issue of directors' qualifying shares;

          (b)  the sale for an all cash consideration to a Person
     (other than directly or indirectly to an Affiliate) of the
     entire Investment (whether represented by stock, debt,
     claims or otherwise) of the Company and its other
     Subsidiaries in any Subsidiary, if all of the following
     conditions are met:

                    (i)   in the good faith opinion of the Board
               of Directors of the Company, the sale is for Fair
               Market Value and is in the best interests of the
               Company;

                    (ii)  the Subsidiary being disposed of has no
               continuing Investment (x) in any other Subsidiary
               not being simultaneously disposed of in a
               transaction which meets the conditions set forth
               in this Section 7.15(b) or (y) in the Company; and

                    (iii) the aggregate book value of all such
               Voting Stock (or of the Property or other assets
               of the Subsidiary if greater) disposed of by the
               Company and its Subsidiaries during the then
               current fiscal year of the Company, when added to
               the aggregate net book value of assets disposed of
               pursuant to Section 7.4(c) during such fiscal
               year, shall not exceed ten percent (10%) of
               Consolidated Net Worth and immediately after the
               consummation of the transaction, and after giving
               effect thereto, no Default or Event of 

                              43


               Default would exist, and (A) the Company would be
               permitted to incur at least One Dollar ($1.00) of
               additional Funded Debt pursuant to Section 7.7
               hereof and (B) a Subsidiary of the Company would
               be permitted to incur at least One Dollar ($1.00)
               of additional Debt pursuant to Section 7.6 hereof;
               and
               
          (c)  the sale for an all cash consideration to a Person
     (other than directly or indirectly to an Affiliate) of the
     entire Investment (whether represented by stock, debt,
     claims or otherwise) of the Company and its other
     Subsidiaries in any Subsidiary, if all of the following
     conditions are met:

               (i)  the conditions set forth in Section
           7.15(b)(i) and(ii) are met;

               (ii) the entire consideration received by the
          Company shall be used, within one hundred eighty (180)
          days of the date of such sale (A) to acquire Property
          or assets useful, in the opinion of the Board of
          Directors of the Company, in the business of the
          Company and being acquired, in the opinion of the Board
          of Directors, at not more than the fair market value
          thereof or (B) to repay Debt of the Company or its
          Subsidiaries (in which event the Company shall offer 
          to prepay, at par and in the manner provided in Section
          5.5 hereof, a principal amount of Notes which bears the
          same ratio to the aggregate outstanding amount of all
          Notes outstanding as the principal amount of other Debt
          to be repaid bears to the aggregate outstanding
          principal amount of all such other Debt); and

               (iii) prior to the consummation of such sale, the
          Company shall have furnished to each holder of Notes a
          detailed description of the proposed action, together
          with a certificate of the President of the Company
          attesting to the action of the Board of Directors as
          set forth above.

          (d)  the participation by the Company or a Subsidiary
     of the Company in joint ventures or other

                                  44


     commercial endeavors, whether by creation of a minority
     interest in the Voting Stock of a Subsidiary or by
     contribution of Voting Stock of a Subsidiary to such venture
     or endeavor provided that after giving effect to each such
     transaction (i) there shall not have occurred a Default or
     Event of Default, (ii) the Company shall be in compliance
     with the provisions of Section 7.5 and (iii) the aggregate
     bookvalue of all such Voting Stock (or of the Property or
     other assets of the Subsidiary attributable to such
     interest, if greater) shall not exceed ten percent (10%) of
     Consolidated Net Worth.

     Without limiting the foregoing, the Company will not permit
any Subsidiary to issue or have outstanding any Preferred Stock
if such Preferred Stock is to be held by a Person other than the
Company or a Wholly-Owned Subsidiary and the Company shall not
sell, or permit any Subsidiary to sell, any Preferred Stock of
any Subsidiary to any Person other than to the Company or to a
Wholly-Owned Subsidiary.

     7.16 Pari Passu Ranking of Notes.

     The Company warrants that its obligations under this
Agreement and the Notes do, and undertakes that the same will 
continue to, rank at least pari passu with all its other present
and future unsecured senior obligations.

8.   INFORMATION AS TO COMPANY

     8.1  Financial and Business Information.

          The Company shall deliver to each holder of Notes:

          (a)  Quarterly Statements -- as soon as practicable
     after the end of each quarterly fiscal period in each 
     fiscal year of the Company (other than the last quarterly
     fiscal period of each such fiscal year), and in any event
     within sixty (60) days thereafter, duplicate copies of:

               (i)  a consolidated balance sheet of the Company
          and its Subsidiaries as at the end of such quarter, and
          
               (ii) consolidated statements of income, changes in
          shareholders' equity and cash flows 

                              45


          of the Company and its Subsidiaries for such quarter
          and (in the case of the second and third quarters) 
          for the portion of the fiscal year ending with such
          quarter;

     (provided that so long as the Company shall continue to file 
     on a timely basis required reports on Form 10-Q, such reports
     may be furnished in satisfaction of the requirements
     of this Sction 8.1(a)), setting forth in each case in
     comparative form the figures for the corresponding periods
     in the previous fiscal year, all in reasonable detail,
     prepared in accordance with GAAP, and certified as complete
     and correct, subject to changes resulting from year-end
     adjustments, by a principal financial officer of the
     Company, and accompanied by the certificate required by
     Section 8.2 hereof;
     
          (b)  Annual Statements -- as soon as practicable after
     the end of each fiscal year of the Company, and in any event
     within ninety (90) days thereafter, duplicate copies of:

               (i)  a consolidated balance sheet of the Company
          and its Subsidiaries, as at the end of such year, and
        
               (ii) consolidated statements of income, changes in
          shareholders' equity and cash flows of the Company and
          its Subsidiaries for such year,

     setting forth in comparative form the figures for the
     previous year in the case of the balance sheets referred to
     in clause (i) and for the previous two fiscal years in the
     case of the consolidated statements referred to in clause
     (ii), all in reasonable detail, prepared in accordance with
     GAAP, and accompanied by

               (x)  in the case of such consolidated statements,
          an opinion thereon of the accountants named in Section
          2.2 hereof or other independent certified public
          accountants of recognized national standing selected by
          the Company, which opinion shall, without qualification
          (including, without limitation, any

                              46


          qualification with respect to the scope of any
          audit), state that such financial statements present
          fairly, in all material respects, the financial
          position of the companies being reported upon and 
          their results of operations and cash flows and have
          been prepared in conformity with GAAP, and that the
          examination of such accountants in connection with 
          such financial statements has been made in accordance
          with generally accepted auditing standards, and that
          such audit provides a reasonable basis for such 
          opinion in the circumstances, 

               (y)  a certification by a principal financial
          officer of the Company that such consolidated
          statements are complete and correct, and

               (z)  the certificates required by Section 8.2 and
          Section 8.3 hereof;

          (c)  Audit Reports -- promptly upon receipt thereof, a
     copy of each other report (including, without limitation,
     any reports to management on internal controls) submitted 
     to the Company or any of its Subsidiaries by independent
     accountants in connection with any annual, interim or
     special audit made by them of the books of the Company or
     any such Subsidiary; 

          (d)  SEC and Other Reports -- promptly upon their
     becoming available one copy of each financial statement,
     report, notice or proxy statement sent by the Company or any
     of its Subsidiaries to stockholders generally, and of each
     regular or periodic report and any registration statement,
     offering circular, prospectus or written communication
     (other than transmittal letters), and each amendment
     thereto, in respect thereof filed by the Company or any of
     its Subsidiaries with, or received by, such Person in
     connection therewith from, the National Association of
     Securities Dealers, any securities exchange or the
     Securities and Exchange Commission or any successor agency;
   
          (e)  ERISA -- as soon as possible, and in any event 
     within ten (10) Business Days after, becoming aware of the
     occurrence of any

                              47


               (i)  "reportable event" (as such term is defined
          in section 4043 of ERISA) as to which the 30-day notice
          requirement has not been waived by the PBGC or
     

               (ii) "prohibited transaction" (as such term is
          defined in section 406 or section 4975 of the IRC)
          
     in connection with any Pension Plan or any trust created
     thereunder, a written notice specifying the nature thereof,
     what action the Company is taking or proposes to take with
     respect thereto, and, when known, any action taken by the
     IRS, the Department of Labor or the PBGC with respect
     thereto;

          (f)  ERISA Waivers -- prompt written notice of and a
     description of any request pursuant to section 303 of ERISA
     or section 412 of the IRC for, or notice of the granting
     pursuant to said section 303 or said section 412 of, a
     waiver in respect of all or part of the minimum funding
     standard set forth in ERISA or the IRC, as the case may be,
     of any Pension Plan, and, in connection with the granting of
     any such waiver, the amount of any waived "funding
     deficiency" (as such term is defined in said section 303 or
     said section 412) and the terms of such waiver, in each of
     the cases specified in this clause (f), where the effect of 
     such conditions or events or of events or conditions related 
     thereto would reasonably be expected to have a Material 
     Adverse Effect;

          (g)  Other ERISA Notices -- prompt written notice of
     and, where applicable, a description of 

               (i)  any notice from the PBGC in respect of the
          commencement of any proceedings pursuant to section
          4042 of ERISA to terminate any Pension Plan or for the
          appointment of a trustee to administer any Pension
          Plan,

               (ii) any distress termination notice delivered to
          the PBGC under section 4041 of ERISA in respect of any
          Pension Plan, and any determination of the PBGC in
          respect thereof,

                              48


               (iii) the placement of any Multiemployer Plan in
          reorganization status under Title IV of ERISA, 

               (iv) any Multiemployer Plan becoming "insolvent"
          (as such term is defined in section 4245 of ERISA),

               (v)   the whole or partial withdrawal of the
          Company or any ERISA Affiliate from any Multiemployer
          Plan and the withdrawal liability incurred in     
          connection therewith, and 

                (vi) the withdrawal of the Company or any ERISA
          Affiliate from any Multiple Employer Pension Plan and
          the withdrawal liability under ERISA incurred in
          connection therewith;

     in each of the cases specified in the foregoing clauses (i)
     through (vi), inclusive, where the effect of such conditions
     or events or of events or conditions related thereto would
     reasonably be expected to have a Material Adverse Effect,
     
          (h)  Notice of Default or Event of Default --
     immediately upon becoming aware of the existence of any
     condition or event which constitutes a Default or an Event
     of Default, a written notice specifying the nature and
     period of existence thereof and what action the Company is
     taking or proposes to take with respect thereto;

          (i)  Notice of Claimed Default -- immediately upon
     becoming aware that the holder of any evidence of
     indebtedness or other Security of the Company or any of its
     Subsidiaries shall have given notice or taken any other
     action with respect to a claimed event of default or default
     thereunder a written notice specifying the notice given or
     action taken by such holder and the nature of the claimed
     event of default or default and what action the Company is
     taking or proposes to take with respect thereto;

          (j)  Rule 144A Information -- with reasonable
     promptness,such data and information as from time to time
     may be reasonably requested to comply with 17 C.F.R.
     Section 230.144A, as amended from time to time; and


                              49


          (k)  Other Requested Information -- with reasonable
     promptness, such other data and information as from time to
     time may be reasonably requested by any Purchaser or by any
     other Institutional Investor which is a holder of Notes.
     
     8.2  Officers' Certificates.

     Each set of financial statements delivered to each holder of
Notes pursuant to Section 8.1(a) or Section 8.1(b) hereof shall
be Accompanied by a certificate of the President or a
Vice-President and the Treasurer or an Assistant Treasurer of the
Company setting forth:

          (a)  Covenant Compliance -- the information (including
     detailed calculations) required in order to establish
     whether the Company was in compliance with the requirements
     of Section 7.4 through Section 7.16 hereof, inclusive,
     during the fiscal period covered by the income statement
     then being furnished (including with respect to each such
     Section, where applicable, the calculations of the maximum
     or minimum amount, ratio or percentage, as the case may be,
     permissible under the terms of such Sections, and the
     calculation of the amounts, ratio or percentage then in
     existence); and 
     
          (b)  Event of Default -- a statement that the signers
     have reviewed the relevant terms hereof and have made, or
     caused to be made, under their supervision, a review of the
     transactions and conditions of the Company and its
     Subsidiaries from the beginning of the accounting period
     covered by the income statements being delivered therewith
     to the date of the certificate and that such review shall
     not have disclosed the existence during such period of
     any condition or event which constitutes a Default or an
     Event of Default or, if any such condition or event existed
     or exists, specifying the nature and period of existence
     thereof and what action the Company shall have taken or
     proposes to take with respect thereto.

     8.3  Accountants' Certificates.

     Each set of annual financial statements delivered pursuant
to Section 8.1(b) hereof shall be accompanied by 

                              50


a certificate of the accountants who certify such financial 
statements, stating that they have reviewed this Agreement 
and stating further, whether, in making their audit, such 
accountants have become aware of any condition or event which 
then constitutes a Default or an Event of Default, and, if 
such accountants are aware that any such condition or event 
then exists, specifying the nature and period of existence thereof.

     8.4  Inspection.

     The Company shall permit the representatives of any
Purchaser or any other Institutional Investor which is the holder
of at least One Million Dollars ($1,000,000) aggregate principal
amount of Notes (at the expense of such Person unless a Default
or Event of Default shall have occurred and be continuing and
then at the expense of the Company and without regard to the
aggregate principal amount of Notes held by such holder) upon at
least twenty-four (24) hours' prior notice to the Chief Financial
Officer of the Company, to visit and inspect any of the
Properties of the Company or any of its Subsidiaries, to examine
all their respective books of account, records, reports and other
papers, to make copies and extracts therefrom, and to discuss
their respective affairs, finances and accounts with their
respective officers, employees and independent public accountants
(and by this provision the Company authorizes said accountants so
to discuss its finances and affairs and the finances and affairs
of its Subsidiaries) all at such reasonable times and as often as
may be reasonably requested and subject to the provisions of
Section 12.9.

     8.5  Report to NAIC.

     Concurrently with the delivery to you of each annual
statement required by Section 8.1(b) hereof, the Company shall
deliver a copy thereof to: Securities Valuation Office, National
Association of Insurance Commissioners, 195 Broadway, New York,
New York 10007.

9.   EVENTS OF DEFAULT

     9.1  Nature of Events.

     An "Event of Default" shall exist if any of the following
occurs and is continuing:

                              51


          (a)  Principal or Make-Whole Amount Payments -- the
     Company shall fail to make any payment of principal or Make-
     Whole Amount on any Note on or before the date such payment
     is due;

          (b)  Interest Payments -- the Company shall fail to
     make any payment of interest on any Note on or before five
     (5) Business Days after the date such payment is due;

          (c)  Default of Guaranty -- the Guaranty set forth in
     Section 10 hereof or in the Notes or any provision thereof,
     shall cease to be in full force and effect, or any Guarantor
     shall deny or disaffirm all or any portion of its
     obligations under such Guaranty;

          (d)  Other Defaults -- the Company or any of its
     Subsidiaries shall (i) fail to give any notice required to
     be given pursuant to Section 8.1(h) or (ii) fail to perform 
     or observe any other covenant or to comply with any other
     provision hereof, and, in the case of clause (ii) hereof,
     such failure continues for more than thirty (30) days;

          (e)  Warranties or Representations -- any warranty,
     representation or other statement by or on behalf of the
     Company or any Guarantor contained herein or in any
     instrument furnished in compliance with or in reference
     hereto shall have been false or misleading in any material
     respect when made;

          (f)  Default on Indebtedness or Other Security --

               (i)  the Company, any Guarantor or any of the
          Subsidiaries of the Company shall fail to make any
          payment on any Debt when due; or

               (ii) any event shall occur or any condition shall
          exist in respect of any Debt or any  Security of the
          Company, any Guarantor or any of the Subsidiaries of
          the Company, or under any agreement securing or
          relating to such Debt or Security, that immediately or
          with any one or more of the passage of time, the giving
          of notice or the expiration of waivers or modifications 


                              52


          granted in respect of such event or condition:

                    (A)  causes (or permits any one or more of
               the holders thereof or a trustee therefor to
               cause) any such Debt in excess, in the aggregate,
               of Ten Million Dollars ($10,000,000) to become due
               prior to its stated maturity or prior to its
               regularly scheduled date or dates of payment; or

                    (B)  permits any one or more of the holders
               thereof or a trustee therefor to require the
               Company, any Guarantor or any such Subsidiary to
               repurchase such Debt or such Security from such
               holder.

          (g)  Involuntary Bankruptcy Proceedings --

               (iii) a receiver, liquidator, custodian or trustee
          of the Company, any Guarantor or any of the
          Subsidiaries of the Company, or of all or any of the
          Property of any thereof, shall be appointed by court
          order and such order remains in effect for more than
          ninety (90) days; or an order for relief shall be
          entered with respect to the Company, any Guarantor or
          any of the Subsidiaries of the Company, or the Company,
          any Guarantor or any of the Subsidiaries of the Company
          shall be adjudicated a bankrupt or insolvent; or

               (iv) any of the Property of the Company, any
          Guarantor or any of the Subsidiaries of the Company
          shall be sequestered by court order and such order
          remains in effect for more than ninety (90) days; or
     
              (v)  a petition shall be filed against the Company,
          any Guarantor or any of the Subsidiaries of the Company
          under any bankruptcy, reorganization, arrangement,
          insolvency, readjustment of debt, dissolution or
          liquidation law of any jurisdiction, whether now or
          hereafter in effect, and shall not be dismissed within
          ninety (90) days after such filing;


                              53


          (h)  Voluntary Petitions -- the Company, any Guarantor
     or any o the Subsidiaries of the Company shall file a
     petition in voluntary bankruptcy or seeking relief under
     any provision of any bankruptcy, reorganization,
     arrangement, insolvency, readjustment of debt,
     dissolution or liquidation law of any jurisdiction,
     whether now or hereafter in effect, or shall consent to
     the filing of any petition against it under any such law;
     
          (i)  Assignments for Benefit of Creditors, etc. --
          the Company, any Guarantor or any of the Subsidiaries
          of the Company shall make an assignment for the benefit
          of its creditors, or admits in writing its inability,
          or fails, to pay its debts generally as they become
          due, or shall consent to the appointment of a receiver,
          liquidator or trustee of the Company, any Guarantor or
          any of the Subsidiaries of the Company or of all or any
          part of the Property of any thereof; or

          (j)  Undischarged Final Judgments -- a final judgment
     or final judgments for the payment of money aggregating in
     excess of Twenty-Five Million Dollars ($25,000,000) is or
     are outstanding against one or more of the Company, the
     Guarantors and the Subsidiaries of the Company and any
     one of such judgments shall have been outstanding for
     more than thirty (30) days from the date of its entry and
     shall not have been discharged in full or stayed.
     
     9.2  Default Remedies.

          (a)  Acceleration on Event of Default.

          (i)  If an Event of Default specified in clause (g),
     (h) or (i) of Section 9.1 hereof shall exist, all of 
     the Notesat the time outstanding shall automatically become
     immediately due and payable together with interest
     accrued thereon without presentment, demand, protest or
     notice of any kind or any other action whatsoever, all of
     which are hereby expressly waived, and the Company shall
     forthwith pay to the holder or holders of all the Notes
     then outstanding the entire principal of, and interest
     accrued on, the Notes and, to the extent permitted 
              
                              54


     by law, the Make-Whole Amount with respect to such
     principal amount of such Notes and, If an Event of
     Default other than those specified in clause (g), (h) or
     (i) of Section 9.1 hereof shall exist, the holder or
     holders of at least twenty-five percent (25%) in
     principal amount of the Notes then outstanding (exclusive
     of Notes then owned by any one or more of the Company,
     any Guarantor, any Subsidiary of the Company or any
     Affiliate) may exercise any right, power or remedy
     permitted to such holder or holders by law, and shall
     have, in particular, without limiting the generality of
     the foregoing, the right to declare the entire principal
     of, and all interest accrued on, all the Notes then
     outstanding to be, and such Notes shall thereupon become,
     forthwith due and payable, without any presentment,
     demand, protest or other notice of any kind or other ac
     ion whatsoever, all of which are hereby expressly waived,
     and the Company shall forthwith pay to the holder or
     holders of all the Notes then outstanding the entire
     principal of, and interest accrued on, the Notes and, to
     the extent permitted by law, the Make-Whole Amount with
     respect to such principal amount of such Notes.
     
          (b)  Acceleration on Payment Default.  During the
     existence of an Event of Default described in Section 9.1(a)
     or Section 9.1(b) hereof, and irrespective of whether the
     Notes then outstanding shall have been declared to be due
     and payable pursuant to Section 9.2(a)(ii) hereof, and
     notwithstanding any action taken by holders of the Notes
     pursuant to Section 9.3 hereof, any holder of Notes who or
     which shall have not consented to any waiver with respect to
     such Event of Default may, at its option, by notice in
     writing to the Company, declare the Notes then held by such
     holder to be, and such Notes shall thereupon become,
     forthwith due and payable together with all interest accrued
     thereon, without  any presentment, demand, protest or other
     notice of any kind or any other action whatsoever, all of
     which are hereby expressly waived, and the Company shall

                                55


     forthwith pay to such holder the entire principal of and 
     interest accrued on such Notes and, to the extent permitted
     by law, the Make-Whole Amount with respect to such principal
     amount of such Notes.
     
          (c)  Valuable Rights.  The Company acknowledges, and
     the parties hereto agree, that the right of each holder to
     maintain its investment in the Notes free from prepayment by
     the Company (except as herein specifically provided for) is
     a valuable right and that the provision for payment of a
     Make-hole Amount by the Company in the event that the Notes
     are prepaid or are accelerated as a result of an Event of
     Default is intended to provide compensation for the
     deprivation of such right under such circumstances.

          (d)  Other Remedies.  During the existence of an Event
     of Default and irrespective of whether the Notes then 
     outstanding shall have been declared to be due and payable
     pursuant to Section 9.2(a)(ii) hereof and irrespective of
     whether any holder of Notes then outstanding shall otherwise
     have pursued or be pursuing any other rights or remedies,
     any holder of Notes may proceed to protect and enforce its
     rights hereunder and under such Notes by exercising such
     remedies as are available to such holder in respect thereof
     under applicable law, either by suit in equity or by action
     at law, or both, whether for specific performance of any
     agreement contained herein or in aid of the exercise of any
     power granted herein, provided that the maturity of such
     holder's Notes may be accelerated only in accordance with
     Section 9.2(a) and Section 9.2(b) hereof.

          (e)  Nonwaiver and Expenses.  No course of dealing on
     the part of any holder of Notes nor any delay or failure on
     the part of any holder of Notes to exercise any right shall
     operate as a waiver of such right or otherwise prejudice
     such holder's rights, powers and remedies.  If the Company
     or any Guarantor shall fail to pay when due any principal
     of, or Make-Whole Amount or interest on, any Note, or shall
     fail to comply with any other provision hereof, the Company
     and each such Guarantor shall pay to each holder of Notes,
     to the extent permitted by law, such further amounts as
     shall be sufficient 


                              56


     to cover the costs and expenses, including but not
     limited to reasonable attorneys' fees, incurred by such
     holder in collecting any sums due on such Notes or in
     otherwise assessing, analyzing or enforcing any rights or
     remedies that are or may be available to it.

     9.3  Annulment of Acceleration of Notes.

     If a declaration is made pursuant to Section 9.2(a)(ii)
hereof, then and in every such case, the holders of at least
sixty-five (65%) in aggregate principal amount of the Notes then
outstanding (exclusive of Notes then owned by any one or more of
the Company, any Guarantor, any of the Subsidiaries of the
Company and any Affiliates) may, by written instrument filed with
the Company or any Guarantor, rescind and annul such declaration,
and the consequences thereof, provided that at the time such
declaration is annulled and rescinded:

          (a)  no judgment or decree shall have been entered for
     the payment of any moneys due on or pursuant hereto or the
     Notes;

          (b)  all arrears of interest upon all the Notes and all
     other sums payable hereunder and under the Notes (except any
     principal of, or interest or Make-Whole Amount on, the Notes
     which shall have become due and payable by reason of such
     declaration under Section 9.2(a)(ii) hereof) shall have been
     duly paid; and

          (c)  each and every other Default and Event of Default
     shall have been waived pursuant to Section 12.5 hereof or
     otherwise made good or cured,

and provided further that no such rescission and annulment shall
extend to or affect any subsequent Default or Event of Default or
impair any right consequent thereon or effect any holders' rights
under Section 9.1(a) and Section 9.1(b).

     9.4  Application of Acceleration Payments.

     Any payments received by any holder of Notes pursuant to, or
in respect of, Section 9.2 hereof shall, at the time of the
receipt thereof, be applied by such 

                              57


holder (i) first, to all unpaid expenses of such holder under
Section 1.5, Section 9.2(e) and Section 10.5 hereof, (ii) second,
to all accrued and unpaid interest on such holder's Notes, (iii)
third, to any Make-Whole Amount payable to such holder in respect
of its Notes and (iv) fourth, to the aggregate principal amount
of the Notes of such holder then outstanding.

10.  GUARANTY AND OTHER RIGHTS AND UNDERTAKINGS OF GUARANTORS.

     10.1 Guaranteed Obligations.

     Each Guarantor hereby irrevocably and unconditionally
guarantees, as and for its own debt, until final and indefeasible
payment has been made, the due and punctual payment of the
principal and interest and Make-Whole Amount, if any, on all
Notes at any time outstanding and the due and punctual payment of
all moneys payable, and all other indebtedness owing, by the
Company under the Note Purchase Agreement (collectively, the
"Guaranteed Obligations") in each case when and as the same shall
become due and payable, whether at maturity, pursuant to optional
prepayment, by acceleration or otherwise, all in accordance with
the terms and provisions thereof; it being the intent of the
Guarantors that the guaranty set forth in this Section 10 shall
be a guaranty of payment and not a guaranty of collection.  Each
Guarantor hereby further unconditionally guarantees the punctual
and faithful performance, keeping, observance and fulfillment by
the Company of all duties, agreements, covenants and obligations
of the Company contained in the Notes and in the Note Purchase
Agreement.  In the event the Company fails to make, on or before
the due date thereof, any payment to be made of any principal
amount of, or interest or Make-Whole Amount (if any) on, or in
respect of, the Notes or of any other amounts due under the Notes
and/or the Note Purchase Agreement or if the Company shall fail
to perform, keep, observe or fulfill any such obligation as
aforesaid in the manner provided in any one or more of the Notes
and/or the Note Purchase Agreement, each Guarantor shall cause
forthwith to be paid the moneys to be paid and shall cause to be
performed, kept, observed or fulfilled the obligations to be
performed, kept, observed or fulfilled as if such payment or
performance, as the case may be, were being made under the Notes
or the Note Purchase Agreement, as appropriate.


                              58


     10.2 Performance by Guarantors.

     Each Guarantor agrees that its liability under this Section
10 shall be immediate and shall not be contingent upon the
exercise or enforcement by any holder of Notes of whatever
remedies it may have against the Company or any other guarantor
or the enforcement of any Lien or realization upon any security
such holder may at any time possess or have available for its
benefit. 

     The Guaranty set forth in this Section 10 is a primary and
original joint and several obligation of the Guarantors and is an
absolute, unconditional, continuing and irrevocable guaranty of
payment and shall remain in full force and effect without respect
to future changes in conditions, including change of law, or any
invalidity or irregularity with respect to the issuance of any
obligations (including, without limitation, any of the Notes) of
the Company, or with respect to the execution and delivery of any
agreement (including, without limitation, any of the Note
Purchase Agreement or the Notes) between the Company and any one
or more of the holders of Notes, or with respect to the
genuineness, validity, regularity or enforceability of any of the
Guaranteed Obligations.

     10.3 Waivers; Subrogation; Offsets.

     Each Guarantor does hereby waive:  notice of acceptance
hereof; notice of any purchase of Notes issued under the Note
Purchase Agreement or the extension of credit from time to time
given by any holder of Notes to the Company and the creation,
existence or acquisition of any of the Guaranteed Obligations;
notice of the amount of the Guaranteed Obligations, subject,
however, to such Guarantor's right to make inquiry of any holder
of Notes to ascertain the amount of the Guaranteed Obligations
held by such holder at any reasonable time; notice of adverse
change in the financial condition of the Company or of any other
fact which might increase such Guarantor's risk; notice of
presentment for payment, demand, protest and notice thereof as to
the Notes or any other instrument; notice of default (including
any Default or Event of Default hereunder); all defenses, offsets
and counterclaims which a Guarantor may at any time have to any
claim of any holder of Notes against the Company; and all other
notices and demands to which such 

                              59


Guarantor might otherwise be entitled.  Each Guarantor further
waives the rights by statute or otherwise to require any holder
of Notes to institute suit against the Company or to exhaust its
rights and remedies against the Company or any other guarantor,
such Guarantor being bound to the payment of each and all
Guaranteed Obligations in respect of each holder of Notes,
whether now existing or hereafter accruing, as fully as if such
Guaranteed Obligations were directly owing to each such holder of
Notes by such Guarantor.  Each Guarantor further waives any
defense arising by reason of any disability or other defense of
the Company or by reason of the cessation from any cause
whatsoever of the liability of the Company in respect of the
Guaranteed Obligations.

     Until all of the Guaranteed Obligations shall have been
indefeasibly paid in full and subject to Section 10.5 and Section
10.13 hereof, no Guarantor shall have any right of subrogation,
reimbursement or indemnity whatsoever and no right of recourse to
or with respect to any assets or Property of the Company. 
Nothing shall discharge or satisfy the liability of such
Guarantor hereunder except the full and final performance and
indefeasible payment of the Guaranteed Obligations.

     Each holder of Notes shall have, to the fullest extent
permitted by law, the right of set-off in respect of any and all
credits and any and all other Property of each Guarantor, now or
at any time whatsoever with, or in the possession of, such holder
for any and all obligations of such Guarantor hereunder.
 
     10.4 Releases.

     Each Guarantor consents and agrees that, without notice to
such Guarantor and without affecting or impairing the obligations
of such Guarantor hereunder, any holder of Notes may, in the
manner provided in the Notes or the Note Purchase Agreement, by
action or inaction, directly or indirectly, compromise or settle,
extend the period of duration or the time for the payment or
discharge or performance of, or may refuse to, or otherwise not,
enforce, or may, by action or inaction, release all or any one or
more parties to, any one or more of the Notes or the Note
Purchase Agreement, or may grant other indulgences to the Company
in respect thereof, or may amend or modify in any manner and at
any time (or from 


                              60


time to time) any one or more of the Notes and the Note Purchase
Agreement, or may, by action or inaction, release or substitute
any one or more of the endorsers or guarantors of the Guaranteed
Obligations whether parties hereto or not, or may exchange,
enforce, waive or release, by action or inaction, directly or
indirectly, any security for, the guaranty in this Section 10 or
any Guaranteed Obligation.  Further, no holder of Notes shall
have any obligation to, and shall have any liability for failing
to, obtain or perfect or to maintain, or cause to be obtained,
perfected or maintained, the perfection of any security interest
or other Lien on Property to secure the Guaranteed Obligations or
the obligations of any guarantor in respect thereof.

     10.5 Marshaling; Revival of Obligations.

     Each Guarantor consents and agrees that no holder of Notes
shall be under any obligation to marshall any assets in favor of
any Guarantor, or against or in payment of any or all of the
Guaranteed Obligations.  Each Guarantor agrees to pay all
expenses incurred by each holder of Notes in connection with the
evaluation, protection, assertion or enforcement of its rights
under the Note Purchase Agreement and the guaranty set forth in
this Section 10, including, without limitation, court costs,
collection charges and reasonable attorneys' fees and
disbursements.

     Each Guarantor further agrees that to the extent the Company
makes a payment or payments to any holder of Notes, which payment
or payments or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required,
for any of the foregoing reasons or for any other reason, to be
repaid or paid over to a custodian, trustee, receiver or any
other party under any bankruptcy act, state or federal law,
common law or equitable cause, then to the extent of such payment
or repayment, the obligation or part thereof intended to be
satisfied shall be revived and continued in full force and effect
as if said payment had not been made and the Guarantors shall be
primarily, jointly and severally liable for such obligation.


                              61


     10.6 Subordination.

     In the event that for any reason whatsoever, the Company is
now or hereafter becomes indebted to a Guarantor, such Guarantor
agrees that the amount of such indebtedness and all interest
thereon shall at all times be subordinate as to time of payment
and in all other respects to all the Guaranteed Obligations, and
that such Guarantor shall not be entitled to enforce or receive
payment thereof until all sums then due and owing to the holders
of Notes in respect of the Guaranteed Obligations shall have been
paid in full.  If any payment shall have been made to a Guarantor
by the Company on any said indebtedness during any time that
there are Guaranteed Obligations outstanding, such Guarantor
shall hold in trust all such payments for the benefit of the
holders of Notes and shall make said payment to such holders to
be credited and applied against obligations of the Company in
accordance with the discretion of, and pursuant to instructions
from, the Required Holders.

     10.7 No Election.

     Each holder of Notes shall (individually or collectively
with the other holders) have the right to seek recourse against
any one or more of the Guarantors to the full extent provided for
in this Section 10, and against the Company to the full extent
provided for in the Notes and the Note Purchase Agreement.  No
election to proceed in one form of action or proceeding, or
against any party, or on any obligation, shall constitute a
waiver of the right of such holder of Notes, to proceed in any
other form of action or proceeding or against other parties
unless such holder of Notes has expressly waived such right in
writing.  Specifically, but without limiting the generality of
the foregoing, no action or proceeding by any holder of Notes
against the Company under any document or instrument evidencing
Guaranteed Obligations shall serve to diminish the liability of
any Guarantor under this Section 10 except to the extent that
such holder finally and unconditionally shall have realized
payment by such action or proceeding, notwithstanding the effect
of any such action or proceeding upon such Guarantor's right of
subrogation against the Company.  Each Guarantor is fully aware
of the financial condition of the Company.  Each Guarantor is
executing and delivering this guaranty based solely upon its own
independent

                              62


investigation and in no part upon any representation or statement
of any one or more of the holders of Notes with respect thereto. 
Each Guarantor is in a position to obtain, and hereby assumes
full responsibility for obtaining, any additional information
concerning the financial condition of the Company as such
Guarantor may deem material to its obligations hereunder, and
such Guarantor is not relying upon, nor expecting, any holder of
Notes to furnish it any information concerning the financial
condition of the Company.

     10.8 Severability.

     Subject to Section 9 hereof, each of the rights and remedies
granted under this Section 10 to each holder of Notes in respect
of the Notes held by such holder may be exercised by such holder
without notice to, or the consent of or any other action by, any
other holder of Notes.

     10.9 Other Enforcement Rights.

     Each holder of Notes may proceed, as provided in Section
10.8  hereof, to protect and enforce the guaranty of the
Guarantors under this Section 10 by suit or suits or proceedings
in equity, at law or in bankruptcy, and whether for the specific
performance of any covenant or agreement contained herein
(including, without limitation, in this Section 10) or in
execution or aid of any power herein granted; or for the recovery
of judgment for or in respect of the Guaranteed Obligations or
for the enforcement of any other proper, legal or equitable
remedy available under applicable law.

     10.10  Delay or Omission; No Waiver.

     No course of dealing on the part of any holder of Notes and
no delay or failure on the part of any such Person to exercise
any right under the Note Purchase Agreement (including, without
limitation, this Section 10) shall impair such right or operate
as a waiver of such right or otherwise prejudice such Person's
rights, powers and remedies hereunder.  Every right and remedy
given in or by this Section 10 or by law to any holder of Notes
may be exercised from time to time as often as may be deemed
expedient by such Person.


                              63


     10.11  Restoration of Rights and Remedies.

     If any holder of Notes shall have instituted any proceeding
to enforce any right or remedy in this Section 10, otherwise than
under the Note Purchase Agreement or under any Note held by such
holder and such proceeding shall have been discontinued or
abandoned for any reason, or shall have been determined adversely
to such holder, then and in every such case each such holder, the
Company and each Guarantor shall, except as may be limited or
affected by any determination in such proceeding, be restored
severally and respectively to its respective former positions
hereunder and thereunder, and thereafter the rights and remedies
of such holder shall continue as though no such proceeding had
been instituted.

     10.12  Cumulative Remedies.

     No remedy under the Note Purchase Agreement (including,
without limitation, this Section 10) or the Notes is intended to
be exclusive of any other remedy, but each and every remedy shall
be cumulative and in addition to any and every other remedy given
thereunder.

     10.13  Miscellaneous.

     Each Guarantor (to the fullest extent that it may lawfully
do so) expressly waives any claim of any nature arising out of
any right of indemnity, contribution, reimbursement or any
similar right in respect of any payment made under this Section
10 or in connection with this Section 10, or any claim of
subrogation arising in connection with respect to any payment
made under this Section 10, against the Company or the estate of
the Company (including Liens on the Property of the Company or
the estate of the Company), in each case if, and for so long as,
the Company is the subject of any proceeding brought under Title
11 of the United States Code, or any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in
effect, and further agrees that it will not file any claims
against the Company or the estate of the Company in the course of
such proceeding in respect of the rights referred to in this
paragraph, and further agrees that each holder of Notes may
specifically enforce the provisions of this paragraph.


                              64


     If an Event of Default exists, then the holders of Notes (as
provided in Section 9 hereof) shall have the right to declare all
of the Guaranteed Obligations to be, and such Guaranteed
Obligations shall thereupon become, forthwith due and payable,
without any presentment, demand, protest or other notice of any
kind, all of which have been expressly waived by the Company and
each Guarantor, and notwithstanding any stay, injunction or other
prohibition preventing such declaration (or such Guaranteed
Obligations from becoming automatically due and payable) as
against the Company.  In any such event, the holders of Notes
shall have immediate recourse to the Guarantors to the fullest
extent set forth herein.

     10.14  Continuing Guaranty.

     The Guarantors' obligations in this Section 10 are
continuing obligations and shall apply to all Guaranteed
Obligations whenever arising.

     10.15  Inspection.

     Each Guarantor shall permit the representatives of any
Purchaser or any other Institutional Investor which is the holder
of at least One Million Dollars ($1,000,000) aggregate principal
amount of Notes (at the expense of such Person unless a Default
or Event of Default shall have occurred and be continuing and
then at the expense of the Guarantor), upon at least twenty-four
(24) hours' prior written notice to the Guarantor in care of the
Chief Financial Officer of the Company to visit and inspect any
of the Properties of such Guarantor or any of its Subsidiaries,
to examine all their respective books of account, records,
reports and other papers, to make copies and extracts therefrom,
and to discuss their respective affairs, finances and accounts
with their respective officers, employees and independent public
accountants (and by this provision each Guarantor authorizes said
accountants to discuss its finances and affairs and the finances
and affairs of its Subsidiaries) all at such reasonable times and
as often as may be reasonably requested.


                              65


     10.16  Maintenance of Properties and Corporate Existence.

     Each Guarantor will

          (a)  Property -- maintain its Property in good
     condition, ordinary wear and tear excepted, and make all
     necessary renewals, replacements, additions, betterments 
     and improvements thereto;

          (b)  Financial Records -- keep true books of records
     and accounts in which full and correct entries shall be made
     of all its business transactions and which will permit
     the provision of accurate and complete financial
     statements in accordance with GAAP;

          (c)  Corporate Existence and Rights -- do or cause to
     be done all things necessary to preserve and keep in full
     force and effect its corporate existence, rights (charter
     and statutory) and franchises; and

          (d)  Compliance with Law -- not be in violation of any
     law, ordinance or governmental rule or regulation to which
     it is subject and not fail to obtain any license,
     certificate, permit, franchise or other governmental
     authorization necessary to the ownership of its Properties
     or to the conduct of its business if such violation or
     failure to obtain could be reasonably expected to have a
     Material Adverse Effect.

     10.17  Merger; Acquisition.

     No Guarantor will merge into, consolidate with, or sell,
lease, transfer or otherwise dispose of all or substantially all
of its Property to, any other Person or  permit any other Person
to consolidate with or merge into it (except that the Company may
merge with a Guarantor if the Company is the surviving
corporation); provided that the foregoing restriction does not
apply to the merger or consolidation of a Guarantor with another
corporation, if:

          (a)  the corporation that results from such merger or
     consolidation or that purchases, leases, or


                              66

     acquires all or substantially all of such Property (the 
     "Guarantor Surviving Corporation") is organized under the
     laws of the United States of America or any jurisdiction
     thereof; 

          (b)  the due and punctual payment of all the Guaranteed
     Obligations and all other obligations of such Guarantor
     hereunder and the punctual performance and observance of all
     the covenants herein to be performed or observed by such
     Guarantor are expressly and effectively assumed by such
     Guarantor Surviving Corporation pursuant to such agreements
     and instruments as shall be approved by the Required
     Holders, and such Guarantor will cause to be delivered to
     each holder of Notes an opinion of independent counsel to
     the effect that 


               (i) such agreements and instruments are
     enforceable in accordance with their terms and (ii) no
     taxable event or consequence will result to any holder of
     Notes solely by virtue of such merger, consolidation,
     purchase, lease or acquisition and the assumption by such
     Guarantor Surviving Corporation of the obligations of such
     Guarantor hereunder; and

          (c)  immediately prior to, and immediately after the
     consummation of the transaction, and after giving effect
     thereto, no Default or Event of Default exists or would
     exist under any provision hereof.

     10.18  Pro-Rata Offers.

     No Guarantor will, nor will it permit any of its
Subsidiaries or any Affiliate, directly or indirectly, to acquire
or make any offer to acquire any Notes other than as set forth in
Section 7.12.

     10.19  Private Offering.

     Each Guarantor will not, nor will it permit any Person
acting on its behalf to, take any action so as to bring the
issuance and sale of the Notes or the Guaranty within the
provisions of section 5 of the Securities Act.

     10.20  Pari Passu Ranking of Guaranty.

     Each Guarantor warrants that its obligations under this
Section 10 do, and undertakes that the same will continue to,
rank at least pari passu with all its other present and future
unsecured senior obligations.


                              67


11.  INTERPRETATION OF THIS AGREEMENT
     
     11.1  Terms Defined.

     As used herein, the following terms have the respective
meanings set forth below or set forth in the Section hereof
following such term:

          Acceptable Bank -- means any bank or trust company
 which (a) is organized under the laws of and located in the
United States of America or any State thereof, Canada, Japan or a
country which is a member of the European Common Market (b) has
capital, surplus and undivided profits aggregating at least One
Hundred Million Dollars ($100,000,000) and (c) whose long-term
unsecured debt obligations (or the long-term unsecured debt
obligations of the bank holding company owning all of the capital
stock of such bank or trust company) shall have received one of
the two highest ratings issued by Moody's Investors Service, Inc.
or by Standard & Poor's Corporation or, if neither of such rating
agencies is in existence at the time, comparable ratings issued
by any other rating agency of national standing and reputation.

          Acceptance -- means, with respect to any Person (the
"Obligor"), (a) any outstanding and unpaid sight or time draft
maturing not more than three (3) years from the date of its
issuance drawn by the Obligor on a bank or trust company and
accepted by such bank or trust company, (b) any outstanding and
unpaid sight or time draft maturing not more than three (3) years
from the  date of its issuance drawn by any Person selling goods
or providing services to the Obligor on a bank or trust company
which shall have issued a letter of credit to such person for the
account of the Obligor, provided that if such bank or trust
company shall have paid such sight or time draft and the Obligor
shall not have reimbursed such bank or trust company for such
payment, the obligation owing from the Obligor to such bank or
trust company in respect of such reimbursement shall be deemed to
be an Acceptance under this definition, and (c) any outstanding
and unpaid sight or time draft drawn by any Person selling goods
or providing services to the Obligor on the Obligor and accepted
by the Obligor.

     Affiliate -- means, at any time, a Person (other than a
Subsidiary of the Company): 


                              68


          (a)  that directly or indirectly through one or more
     intermediaries controls, or is controlled by, or is under
     common control with, the Company,

          (b)  that beneficially owns or holds ten percent (10%)
     or more of any class of the Voting Stock of the Company, or
     
          (c)  ten percent (10%) or more of the Voting Stock (or
     in the case of a Person that is not a corporation, five
     percent (5%) or more of the equity interest) of which is
     beneficially owned or held by the Company or a Subsidiary of
     the Company, at such time.

As used in this definition, "control" means the possession,
directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or
otherwise.

     Agreement, this -- means this agreement, as it may be
amended and restated from time to time.

     Board of Directors -- means, at any time, with respect to
the Company or a Guarantor, the board of directors of such Person
or any committee thereof that, in the instance, shall have the
lawful power to exercise the power and authority of such board of
directors.

     Business Day -- means, at any time, a day other  than a
Saturday, a Sunday or, in the case of any Note with respect to
which the provisions of Section 4.1 hereof are applicable, a day
on which the bank designated (by the holder of such Note) to
receive (for such holder's account) payments on such Note is
required by law (other than a general banking moratorium or
holiday for a period exceeding four (4) consecutive days) to be
closed.

     Capital Lease -- means, at any time, a lease or any
conditional sale or other title retention agreement with respect
to which the lessee or the purchaser thereof is required under
GAAP to recognize the acquisition of an asset and the incurrence
of a liability.


                              69


     Capital Stock -- means any and all shares, interests,
participations or other equivalents (however designated) of
capital stock of any corporation, including, without limitation,
Preferred Stock and Voting Stock of such corporation.

     Change in Control -- means any Acquisition by any Person, or
related Persons constituting a "group" for purposes of Section
13(d) of the Securities Exchange Act of 1934, of (a) the power to
elect, appoint or cause the election or appointment of at least a
majority of the members of the Board of Directors of the Company,
or (b) beneficial ownership of thirty percent (30%) of the Voting
Stock of the Company or otherwise; provided, however, that a
Change in Control shall not be deemed to have occurred if an
Acquisition of Voting Stock is made as the result of a public
offering by the Company of its shares which is registered under
the Securities Act of 1933 and effected in accordance with the
rules of each national securities exchange on which the Voting
Stock of the Company is listed for trading.  For the purposes of
this definition, "Acquisition" of the power stated in the
preceding sentence means the earlier of (i) the actual possession
thereof and (ii) the taking of any corporate or other action or
the consummation of any transaction or of the first of a series
of related actions or transactions which, with the passage of
time, will give such Person or Persons the actual possession
thereof.

     Closing -- Section 1.2 hereof.

     Closing Date -- Section 1.2 hereof.

     Company -- introductory sentence hereof.

     Consolidated Funded Debt -- means, at any time, the
aggregate amount of Funded Debt of the Company and its
Subsidiaries determined on a consolidated basis for such Persons
at such time.

     Consolidated Net Income -- means, with respect to any fiscal
period, net earnings (or loss) after income taxes of the Company
and its Subsidiaries determined on a consolidated basis for such
Persons for such period in accordance with GAAP but, in any
event, excluding:


                              70


          (a)  Any gains or losses (after giving effect to the
     tax effect thereof) arising from the sale or other
     disposition of investments or fixed or capital assets;

          (b)  any extraordinary or nonrecurring gains or losses
     (after giving effect to the tax effect thereof);

          (c)  any gain resulting from any reappraisal,
     revaluation or write-up of assets;

          (d)  net earnings and losses of any Subsidiary of the
     Company accrued prior to the date it became a Subsidiary of
     the Company;

          (e)  net earnings and losses of any Person,
     substantially all the assets of which have been acquired 
     in any manner by the Company or any of its Subsidiaries,
     realized by such other Person prior to the date of such
     acquisition;

          (f)  net earnings of any Person (other than a
      Subsidiary of the Company) in which the Company or any of
     its Subsidiaries shall have an ownership interest unless
     such net earnings shall have actually been received by the
     Company or such Subsidiary in the form of cash
     distributions;

         (g)  any portion of the net earnings of any Subsidiary
     of the Company that, by reason of any contract or charter
     restriction or applicable law or regulation (or in the good
     faith judgment of the Board of Directors for any other
     reason), is unavailable for payment of dividends to the
     Company or any other Subsidiary of the Company;
     
          (h)  the earnings and losses of any Person to which
     assets of the Company or any of its Subsidiaries shall have
     been sold, transferred or disposed of, or into which the
     Company or any of its Subsidiaries shall have been merged,
     prior to the date of such merger or consolidation;

          (i)  any income resulting from the acquisition by the
     Company or a Subsidiary of the Company of the equity
     interests, Capital Stock or assets of another 


                              71


     Person, in each case where such income is attributable to
     the fact that the net book value of the equity investment of
     the Company or such Subsidiary in such Person exceeds the
     amount invested by the Company or such Subsidiary in such
     Person;
     
          (j)  any gain or loss arising from the acquisition of
     any Securities of the Company or any of its Subsidiaries;

          (k)  any portion of the net earnings of the Company or
     any of its Subsidiaries that cannot be freely converted into
     United States dollars;

          (l)  any gain or loss resulting from the receipt of any
     proceeds of any insurance policy; and

          (m)  any restoration during such period to income of
     any contingency reserve, except to the extent that provision
     for such reserve was made during such period out of income
     accrued during such period.

     Consolidated Net Worth - means, at any time, the
shareholders equity in the Company and its Subsidiaries,
determined in accordance with GAAP.

     Consolidated Total Capitalization - means, at any time, the
sum of

          (a)   Consolidated Net Worth, plus

          (b)   Consolidated Funded Debt, determined in each case
     at such time.

     Control Prepayment Date -- Section 5.2 hereof.

     Current Debt -- with respect to any Person means, at any
time, without duplication

          (a)  its liabilities for borrowed money,

          (b)  liabilities secured by any Lien existing on
     Property owned by such Person (whether or not such
     liabilities have been assumed),


                              72


          (c)  its liabilities in respect of Capital Leases,
     
          (d)  its liabilities under any other obligations for
     borrowed money (including, without limitation, any
     liabilities in respect of Acceptances and so-called "take or
     pay" obligations), and 
          (e)  its liabilities under Guaranties of obligations
     described above in clause (a), clause (b), clause (c) and/or
     clause (d) above of other Persons,

provided that, in each such case, such liability is either
payable on demand or within one (1) year from the creation
thereof and is not renewable or extendible at the option of such
Person to a date more than one (1) year from the date of creation
thereof.  Any such liability

          (x)  which is renewable or extendible at the option of
     such Person to a date more than one (1) year from the date
     of creation thereof, or

          (y)  which, for any reason (including any renewals or
     extensions thereof), shall in fact have been outstanding for
     a period ending at such time of more than three hundred
     sixty-five (365) consecutive days,

shall, in each case, be deemed to be Funded Debt and not Current
Debt.  If any indebtedness in respect of any of the foregoing
liabilities is expressed to mature more than one (1) year from
the date of its creation but, as of any date of determination,
has principal due and payable within one (1) year of such date of
determination, "Current Debt" shall not include such principal
payable within such one (1) year period but rather the same shall
be included in "Funded Debt."  Notwithstanding the foregoing, any
Acceptance of such Person shall always be classified as Current
Debt under this Agreement.

     Debt -- means, with respect to any Person, at any time,
without duplication, all Funded Debt and Current Debt of such
Person at such time.


                              73


     Default -- means an event or condition the occurrence of
which would, with the lapse of time or the giving of notice or
both, become an Event of Default.

     Environmental Protection Law -- means any federal, state,
county, regional or local law, statute, or regulation (including,
without limitation, CERCLA, RCRA and SARA) enacted in connection
with or relating to the protection or regulation of the
environment, including, without limitation, those laws, statutes,
and regulations regulating the disposal, removal, production,
storing, refining, handling, transferring, processing, or
transporting of Hazardous Substances, and any regulations issued
or promulgated in connection with such statutes by any
Governmental Authority, and any orders, decrees or judgments
issued by any court of competent jurisdiction in connection with
any of the foregoing.

As used in this definition:

          CERCLA -- means the Comprehensive Environmental
     Response, Compensation, and Liability Act of 1980, as
     amended from time to time (by SARA or otherwise), and all
     rules and regulations promulgated in connection therewith;
     
          RCRA -- means the Resource Conservation and Recovery
      Act of 1976, as amended, and any rules and regulations
     issued in connection therewith; and

          SARA -- means the Superfund Amendments and
     Reauthorization Act of 1986, as amended from time to time,
     and all rules and regulations promulgated in connection
     therewith.

          ERISA -- means the Employee Retirement Income Security
     Act of 1974, as amended from time to time.

          ERISA Affiliate -- means any corporation or trade or
     business that

               (i)  is a member of the same controlled group of
          corporations (within the meaning of section 414(b) of
     the IRC) as the Company or any Guarantor, or


                              74


               (ii) is under common control (within the meaning
          of section 414(c) of the IRC) with the Company or any
          Guarantor.

     Event of Default -- Section 9.1 hereof.

     Exchange Act -- means the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated pursuant
thereto.

     Fair Market Value -- means, at any time with respect to any
Property, the sale value of such Property that would be realized
in an arm's-length sale at such time between an informed and
willing buyer, and an informed and willing seller, under no
compulsion to buy or sell, respectively.

     Foreign Pension Plan -- means any plan, fund or other
similar program

          (a)  established or maintained outside of the United
     States of America by any one or more of the Company, any
     Guarantor or any of the Subsidiaries of the Company
     primarily for the benefit of the employees (substantially
     all of whom are aliens not residing in the United States 
     of America) of the Company, any Guarantor or such
     Subsidiaries which plan, fund or other similar program
     provides for retirement income for such employees or results
     in a deferral of income for such employees in contemplation
     of retirement and 

          (b)  not otherwise subject to ERISA.

     Funded Debt -- means, with respect to any Person, at any
time, Without duplication,

          (a)  its liabilities for borrowed money, other than
     Current Debt;

          (b)  liabilities secured by any Lien existing on
     Property owned by such Person (whether or not such
     liabilities have been assumed), other than Current Debt;

          (c)  its liabilities in respect of Capital Leases,
     other than Current Debt;


                              75


          (d)  its liabilities under any other obligations for
     borrowed money (including, without limitation, any so-called
     "take or pay" obligations), other than Current Debt; and

          (e)  its liabilities under Guaranties of liabilities of
     the type set forth in clause (a), clause (b), clause (c)
     and/or clause (d) above of other Persons.

     GAAP -- means accounting principles as promulgated from time
to time in statements, opinions and pronouncements by the
American Institute of Certified Public Accountants and the
Financial Accounting Standards Board and in such statements,
opinions and pronouncements of such other entities with respect
to financial accounting of for-profit entities as shall be
accepted by a substantial segment of the accounting profession in
the United States of America.

     Governmental Authority -- means

          (a)  the government of

               (i)  the United States of America and any  state
          or political subdivision thereof, or other

               (ii) any other jurisdiction (y) in which any of
          the Company, the Guarantors or any of the Subsidiaries
          of the Company conducts all or any part of their
          respective businesses or (z) that asserts jurisdiction
          over the conduct of the affairs or Properties of any
          such Person, or

          (b)  any entity exercising executive, legislative,
     judicial, regulatory or administrative functions of, or
     pertaining to, any such government.

     Guaranteed Obligation -- Section 10.1 hereof.

     Guarantor -- the introductory sentence hereof.

     Guarantor Surviving Corporation - Section 10.17 hereof.

     
                              76


     Guaranty -- means with respect to any Person (for the
purposes of this definition, the "General Guarantor") any
obligation (except the endorsement in the ordinary course of
business of negotiable instruments for deposit or collection) 
of the General Guarantor guaranteeing or in effect guaranteeing
any indebtedness, dividend or other obligation of any other
Person (the "Primary Obligor") in any manner, whether directly 
or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by the
General Guarantor:

          (a)  to purchase such indebtedness or obligation or any
     Property or assets constituting security therefor;

          (b)  to advance or supply funds

               (i)  for the purpose of payment of such
          indebtedness or obligation, or

               (ii) to maintain working capital or other balance
          sheet condition or any income statement condition of
          the Primary Obligor or otherwise to advance or make
          available funds for the purchase or payment of such
          indebtedness or obligation;

          (c)  to lease Property or to purchase Securities or
     other Property or services primarily for the purpose of
     assuring the owner of such indebtedness or obligation of 
     the ability of the Primary Obligor to make payment of the
     indebtedness or obligation; or

          (d)  otherwise to assure the owner of the indebtedness
     or obligation of the Primary Obligor against loss in respect 
     thereof.

For purposes of computing the amount of any Guaranty in
connection with any computation of indebtedness or other
liability, it shall be assumed that the indebtedness or other
liabilities that are the subject of such Guaranty are direct
obligations of the issuer of such Guaranty.

     Hazardous Substances -- means any and all pollutants,
contaminants, toxic or hazardous wastes or any 


                              77


other substances that might pose a hazard to health or safety,
the removal of which may be required or the generation,
manufacture, refining, production, processing, treatment,
storage, handling, transportation, transfer, use, disposal,
release, discharge, spillage, seepage, or filtration of which is
or shall be restricted, prohibited or penalized by any applicable
law (including, without limitation, asbestos, urea formaldehyde
foam insulation and polychlorinated biphenyls).
 
     Institutional Investor -- means the Purchasers, any
affiliate of any of the Purchasers, and any holder of Notes that
is a bank (including but not limited to a commercial bank or an
investment bank), trust company, insurance company, pension fund
or other similar institutional investor or an entity whose
security holders consist solely of Institutional Investors.

     IRC -- means the Internal Revenue Code of 1986, together
with all rules and regulations promulgated pursuant thereto, as
amended from time to time.

     IRS -- means the Internal Revenue Service and any successor
agency.

     Investment -- means any investment, made in cash or by
delivery of Property, by the Company or any of its Subsidiaries
(a) in any Person, whether by acquisition of stock, indebtedness
or other obligation or Security, or by loan, Guaranty, advance or
capital contribution, or otherwise, or (b) in any Property.

     Lien -- means any interest in Property securing an
obligation owed to, or a claim by, a Person other than the owner
of the Property, whether such interest is based on the common
law, statute or contract, and including but not limited to the
security interest lien arising from a mortgage, encumbrance,
pledge, conditional sale or trust receipt or a lease, consignment
or bailment for security purposes, and the filing of any
financing statement under the Uniform Commercial Code of any
jurisdiction, or an agreement to give any of the foregoing.  The
term "Lien" includes reservations, exceptions, encroachments,
easements, rights-of-way, covenants, conditions, restrictions,
leases and other title exceptions and encumbrances affecting real
Property and includes, with respect to stock, stockholder
agreements, voting trust agreements, 


                              78


buy-back agreements and all similar arrangements.  For the
purposes hereof, the Company and each of its Subsidiaries is
deemed to be the owner of any Property that it shall have
acquired or holds subject to a conditional sale agreement,
Capital Lease or other arrangement pursuant to which title to the
Property has been retained by or vested in some other Person for
security purposes, and such retention or vesting is deemed a
Lien.  The term "Lien" does not include negative pledge clauses
in agreements relating to the borrowing of money.

     Make-Whole Amount -- means, at any time, with respect to a
principal amount of Notes being prepaid (in whole or in part) or
accelerated, the greater of

          (a)  Zero Dollars ($O), and

          (b)  the remainder of

               (i)  the sum of the present values of the then
          remaining scheduled payments of principal and interest
          that would be payable but for the prepayment or
          acceleration of such principal amount of Notes being
          prepaid or accelerated, minus

               (ii) the aggregate principal amount of the Notes
          so prepaid or accelerated.

In determining such present values, a discount rate equal to the
Make-Whole Discount Rate divided by two (2), and a discount
period of six (6) months of thirty (30) days each, shall be used.

     The Required Holders shall calculate the Make-Whole Amount
in respect of any prepayment under Section 5.2 hereof and shall,
immediately prior to the effecting of such prepayment, deliver a
copy of such calculation to the holder of each Note being prepaid
and to the Company and the Guarantors.  Such calculation of the
Make-Whole Amount shall be made on the Business Day immediately
preceding the date of such prepayment and shall be binding upon
the Company and the Guarantors absent manifest error.

     The Required Holders in respect of the acceleration of all
of the Notes under Section 9.2(a) hereof shall 

                              79


calculate the Make-Whole Amount in respect of any such
acceleration as of the Business Day immediately preceding the
date of payment of such accelerated amount and shall deliver a
copy of such calculation to each holder of Notes, the Company and
the Guarantors immediately prior to the effecting of the payment
of such accelerated amount.  Each calculation referred to in this
paragraph shall be binding upon the Company and the Guarantors
absent manifest error.

     Each holder of Notes accelerating its Note under Section
9.2(b) hereof shall calculate the Make-Whole Amount in respect of
any such acceleration as of the Business Day immediately
preceding the date of payment of such accelerated amount and
shall deliver a copy of such calculation to the Company and the
Guarantors immediately prior to the effecting of payment of such
accelerated amount.  Each calculation referred to in this
paragraph shall be binding upon the Company and the Guarantors
absent manifest error.

     The Required Holders hereby appoint the holder of Notes with
the highest aggregate principal amount outstanding, determined as
of the date on which any calculation required under this
definition is to be made, to effect such calculation on behalf of
the Required Holders and to deliver the results of such
calculation to the Company, the Guarantors and each other holder
of Notes.  Each calculation referred to in this paragraph shall
be binding upon the Company, the Guarantors and each other holder
absent manifest error.  If any such holder shall decline to
discharge the undertakings in this paragraph (and each such
holder may elect to so decline), the Required Holders shall, at
their option, act collectively in discharging such undertakings,
appoint another holder to effect the same or authorize the
Company to make such calculations.

     Any failure for any reason whatsoever of any holder of Notes
or the Required Holders to deliver a calculation required under
this definition to the Company, the Guarantors and/or any other
holder of Notes shall not excuse, release or discharge the
Company or the Guarantors from their respective payment
obligations hereunder and under the Notes, including, without
limitation, paying any Make-Whole Amount that may be payable in
connection with any prepayment or acceleration of all or some of
the 

                              80


Notes.  The Company and the Guarantors shall cooperate with the
holders of Notes in making the calculations required in this
definition and in coordinating the distribution of such
calculations and the effecting of the payments or prepayments
referred to above.


     Make-Whole Discount Rate -- means, with respect to the
calculation of a Make Whole Amount in respect of any prepayment
or acceleration of the Notes the sum of (a) one half of one
percent (0.5%) plus (b) the Treasury Rate determined in respect
of such calculation.

     Margin Security -- means "margin stock" within the meaning
of Regulations G, T, U and X of the Board of Governors of the
Federal Reserve System, 12 C.F.R., Chapter II, as amended from
time to time.

     Material Adverse Effect -- means a material adverse effect
on the business, prospects, profits, Properties or condition
(financial or otherwise) of the Company, the Guarantors and the
Subsidiaries of the Company, taken as a whole, or the ability of
the Company or any Guarantor to perform its obligations set forth
herein or the ability of the Company to perform its obligations
set forth in the Notes.

     Multiemployer Plan -- means any multiemployer plan (as
defined in section 3(37) of ERISA) in respect of which the
Company, any Guarantor or any ERISA Affiliate is an "employer"
(as such term is defined in section 3 of ERISA).

     Multiple Employer Pension Plan -- means any employee benefit
plan within the meaning of section 3(3) of ERISA (other than a
Multiemployer Plan), subject to Title IV of ERISA, to which the
Company, any Guarantor or any ERISA Affiliate and an employer (as
such term is defined in section 3 of ERISA) other than the
Company, any Guarantor or an ERISA Affiliate contribute.

     Notes -- Section 1.1 hereof.

     Note Purchase Agreement -- Section 1.2 hereof.

     PBGC -- means the Pension Benefit Guaranty Corporation and
any successor corporation or governmental agency.


                              81


     Pension Plan -- means, at any time, any "employee pension
benefit plan" (as such term is defined in section 3 of ERISA)
maintained at such time by the Company, any Guarantor or any
ERISA Affiliate for employees of the Company, any Guarantor or
such ERISA Affiliate, excluding any Multiemployer Plan, but
including, without limitation any Multiple Employer Pension Plan.

     Person -- means an individual, partnership, joint venture,
corporation, trust, unincorporated organization or other form of
legal entity and shall include a government or agency or
political subdivision thereof.

     Preferred Stock -- means, with respect to any corporation,
capital stock of such corporation which shall be entitled to
preference or priority over any other capital stock of such
corporation in respect of either or both of the payment of
dividends or the distribution of assets upon liquidation or
distribution.

     Property -- means any interest in any kind of property or
asset, whether real, personal or mixed, and whether tangible or
intangible.

     Purchase Money Lien -- means

          (a)  a Lien held by any Person (whether or not the
     seller of such assets) on real or personal Property acquired
     or constructed by the Company or any of its Subsidiaries,
     which Lien secures all or a portion of the related purchase
     price or construction costs of such Property and was created
     not more than one hundred eighty (180) days after such
     Property was acquired or its construction completed,
     provided that such Purchase Money Lien 
     

              (i)  encumbers only the Property being so purchased
          or constructed, and

               (ii) is not thereafter extended to any other
          Property, and

          (b)  any Lien existing on real or personal Property of
     any corporation at the time it becomes a Subsidiary of the
     Company, provided that


                              82


               (i)  no such Lien shall extend to or cover any
          Property other than the Property subject to such Lien
          at the time of any such transaction, and

               (ii) such Lien was not created in contemplation of
          any such transaction.

For purposes of this definition and Section 7.9(a)(viii) hereof,
a Lien on real Property which also encumbers fixtures and other
items of personal Property used in connection with such real
Property shall be deemed to be a Lien on real Property.

     Purchaser -- means you, Metropolitan Life Insurance Company.

     Required Holders -- means, at any time, the holders of
sixty-six and two-thirds percent (66 2/3%) or more in principal
amount of the Notes at the time outstanding (exclusive of Notes
then owned by any one or more of the Company, any Guarantor any
of the Subsidiaries of the Company, any Affiliate and any officer
or director of any thereof).

     Restricted Investments -- means, at any time, all
Investments except the following:

          (a)  Investments in one or more of the Company's
     Subsidiaries or any corporation that concurrently with such
     Investment becomes a Subsidiary of the Company;

          (b)  receivables arising from the sale of goods and
     services, and Investments in Property to be used, in each
     case in the ordinary course of business of the Company or
     the Company's Subsidiary making such Investment;

          (c)  Investments in direct obligations of the United
     States of America, or any agency thereof, or obligations
     guaranteed by the United States of America, provided that
     such obligations mature within three (3) years from the date
     of acquisition thereof;


                              83


          (d)  Investments in marketable direct obligations 
     issued by any state of the United States of America or any
     political subdivision of any such state or any public
     instrumentality thereof maturing within three (3) years from
     the date of acquisition thereof and having as at any date of
     determination one of the two highest ratings obtainable from
     either Standard & Poor's Corporation or Moody's Investors
     Service, Inc. or, if neither of such rating agencies is in 
     existence at the time, comparable ratings issued by any
     other rating agency of national standing and reputation.

          (e)  Investments in certificates of deposit, time
     deposits or banker's Acceptances issued by Acceptable Banks,
     provided that such obligations mature within three (3) years
     from the date of acquisition thereof; and

          (f)  Investments in commercial paper rated "A-1" or
     higher by Standard & Poor's Corporation or "P-1" or higher
     by Moody's Investors Service, Inc. (or any future comparable
     ratings issued by Moody's Investors Service, Inc. or by
     Standard & Poor's Corporation), provided that such
     obligations mature within two hundred seventy (270) days
     from the date of creation thereof.

          (g)  Investments entered into prior to and existing on
     the date of this Agreement, as and to the extent now
     outstanding, all as described in Annex 7.5.
     
          (h)  Investments not permitted by clauses (a) through
     (g) above; provided that Investments made pursuant to this
     clause (h) shall not exceed, in the aggregate and valued at
     the higher of cost or fair market value, 10% of Consolidated
     Net Worth.

     Restricted Payment -- means

          (a)  any dividend or other distribution, direct or
     indirect, on account of Capital Stock of the Company (except
     dividends payable solely in shares of such Capital Stock) or
     on account of the Capital Stock of any Guarantor or any
     Subsidiary of the 

                            84


     Company (except to the extent paid to the Company), and 
     
          (b)  any redemption, retirement, purchase or other
     acquisition, direct or indirect, of any Capital Stock of the
     Company, any of its Subsidiaries or any Guarantor, or of any
     warrants, rights or other options to acquire any shares of
     such Capital Stock.

     Securities Act -- means the Securities Act of 1933, as
amended.

     Security -- means "security" as defined in section 2(l) of
the Securities Act.

     Subsidiary -- means, with respect to any Person, a
corporation of which such Person owns, directly or indirectly,
more than fifty percent (50%) of the Voting Stock.

     Subsidiary Stock -- Section 7.15 hereof.

     Surviving Corporation -- Section 7.4 hereof.

     Total Subsidiary Debt -- means, at any time, the aggregate
amount of Debt of all Subsidiaries of the Company determined at
such time other than Debt owed to the Company or any Wholly-Owned
Subsidiary.

     Treasury Rate -- means, with respect to the calculation of a
Make Whole Amount in respect of any prepayment or acceleration of
the Notes (a) the yield reported as of 10:00 a.m., New York City
time, on the Business Day on which such calculation is being
made, on the display page on the Telerate Service (page five
hundred (500), Offer Side) or such other display on the Telerate
Service as shall replace such page five hundred (500) providing
the most current yields for actively traded "On The Run" United
States Treasury securities with maturities corresponding most
closely to the remaining Weighted Average Life to Maturity of the
principal amount of the Notes then being prepaid or accelerated
(such Weighted Average Life to Maturity being determined as of
the date of such calculation and rounded to the nearest month),
or (b) if and only if such Telerate Service ceases to exist or
fails to report such yield, such yield as reported on a
reasonably comparable electronic service as may be designated 


                              85


by the Required Holders, or (c) if and only if such Telerate
Service ceases to exist or fails to report such yield and the
Required Holders shall fail to agree upon a comparable electronic
service, such yield reported under the heading "This Week" and
under the caption "Treasury Constant Maturities" of the maturity
corresponding to the remaining Weighted Average Life to Maturity
of the principal amount of the Notes then being prepaid or
accelerated (such Weighted Average Life to Maturity being
determined as of the date of such calculation and rounded to the
nearest month) as most recently published and made available to
the public in the statistical release designated "H.15(519)" or
any successor publication that is published weekly by the Federal
Reserve System and that establishes yields on actively traded
United States Treasury securities or if no such successor
publication is available, then any other source of current
information in respect of interest rates on securities of the
United States of America that is generally available and, in the
judgment of the Required Holders, provides information reasonably
comparable to the H.15(519) report.  If no maturity exactly
corresponds to such rounded Weighted Average Life to Maturity,
yields for the two most closely corresponding published
maturities next above and below the rounded Weighted Average life
to Maturity of the Notes shall be calculated pursuant to the
immediately preceding sentence and the Treasury Rate shall be
interpolated from such yields on a straight-line basis, rounding
with respect to each such relevant period to
the nearest month.

     As used in this definition:

               Weighted Average Life to Maturity -- means, at any
          time, with respect to a principal amount of Notes being
          prepaid or accelerated, the number of years obtained by
          dividing the then Remaining Dollar-Years of such
          principal amount by such principal amount; and

               Remaining Dollar-Years -- means, at any time, with
          respect to a principal amount of Notes being prepaid or
          accelerated the result obtained by

               (a)  multiplying


                              86


                    (i)  an amount equal to the remainder of (1)
               the amount of principal that would have become due
               on each scheduled payment date and at maturity if
               such prepayment or acceleration had not been made,
               minus (2) the amount of principal on the Notes
               scheduled to become due on each such date after
               giving effect to such prepayment or acceleration
               and the application thereof in accordance with the
               provisions of this Agreement, by

                    (ii) the number of years (calculated to the
               nearest one-twelfth) that will elapse between such
               time and the date each such scheduled principal
               payment would be due if such prepayment or
               acceleration had not occurred, and

               (b)  calculating the summation of each of the
          products obtained in the preceding subsection (a).

     Voting Stock -- means capital stock of any class or
classes of a corporation the holders of which (a) are ordinarily,
in the absence of contingencies, entitled to elect corporate
directors (or Persons performing similar functions) and (b) are
not otherwise limited in the exercise of the voting rights in
respect of such capital stock.

     Welfare Plan -- means, at any time, any "employee welfare
benefit plan" (as such term is defined in section 3 of ERISA)
maintained at such time by the Company, any Guarantor or any
ERISA Affiliate for employees of the Company or any Subsidiaries,
including any multiple employer welfare arrangements (as such
term is defined in section 3 of ERISA).

     Wholly-Owned Subsidiary -- means, at any time, any
Subsidiary of the Company one hundred percent (100%) of all of
the Capital Stock (except directors' qualifying shares) of which
are owned by any one or more of the Company and the Company's
other Wholly-Owned Subsidiaries at such time.


                              87


     11.2 Directly or Indirectly.

     Where any provision herein refers to action to be taken by
any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken
directly or indirectly by such Person, including actions taken by
or on behalf of any partnership in which such Person is a general
partner.

     11.3 Section Headings; Table of Contents; Construction.

          (a)  Section Headings and Table of Contents, etc.  The
     titles of the Sections and the Table of Contents appear as a
     matter of convenience only, do not constitute a part hereof
     and shall not affect the construction hereof.  The words
     "herein," "hereof," "hereunder" and "hereto" refer to this
     Agreement as a whole and not to any particular Section or
     other subdivision.

          (b)  Construction.  Each covenant contained herein
     shall be construed (absent an express contrary provision
     herein) as being independent of each other covenant
     contained herein, and compliance with any one covenant shall 
     not (absent such an express contrary provision) be deemed to
     excuse compliance with one or more other covenants.

     11.4 Governing Law.

     THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAW OF
THE STATE OF NEW YORK.

12.  MISCELLANEOUS

     12.1 Communications.

          (a)  Method; Address.  All communications hereunder or
     under the Notes (i) shall be in writing, (ii) shall be both
     (A) hand delivered, deposited into the United States mail
     (registered or certified mail), postage prepaid, or sent by
      overnight courier of national standing and (B)
     electronically "telecopied" or "faxed", and (iii) shall be
     addressed, 


                            88


               (i)  if to the Company,

                    405 Lexington Avenue
                    Chrysler Building
                    20th Floor
                    New York, N.Y. 10174
                    Attn: General Counsel 
                    Fax: (212) 878-1804

                    if to one or more of the Guarantors,

                    c/o Minerals Technologies Inc. 
                    405 Lexington Avenue
                    Chrysler Building
                    20th Floor
                    New York, N.Y. 10174
                    Attn: General Counsel 
                    Fax: (212) 878-1804

     or at such other address as the Company and/or a Guarantor
     shall have furnished in writing to all holders of the Notes
     at the time outstanding, and

               (ii) if to any of the holders of the Notes,

                    (A)  if such holders are the Purchaser, at
               the address set forth on Annex 1.2 hereto, and
               further including any parties referred to on such
               Annex 1.2 that are required to receive notices in
               addition to such holders of the Notes, and

                    (B)  if such holders are not the Purchaser,
               at their respective addresses set forth in the
               register for the registration and transfer of
               Notes maintained pursuant to Section 7.3 hereof,

     or to any such party at such other address as such party may
     designate by notice duly given in accordance with this
     Section 12.1 to the Company and the Guarantors (which other
     address shall be entered in such register).


          (b)  When Given.  Any communication so addressed and
     deposited in the United States mail, 
     

                              89


     postage prepaid, by registered or certified mail (in each
     case, with return receipt requested) shall be deemed to be
     received on the third (3rd) succeeding Business Day after
     the day of such deposit (not including the date of such
     deposit).  Any notice so addressed and otherwise delivered
     shall be deemed to be received when actually received at the
     address of the addressee.

     12.1 Reproduction of Documents.

     This Agreement and all documents relating thereto,
     including, without limitation, 

          (a)  consents, waivers and modifications that may
     hereafter be executed,

          (b)  documents received by you at the Closing  (except
     the Notes themselves), and

          (c)  inancial statements, certificates and other
     information previously or hereafter furnished to you or any
     other holder of Notes,

may be reproduced by any holder of Notes by any photographic,
photostatic, microfilm, micro-card, miniature photographic,
digital or other similar process and each holder of Notes may
destroy any original document so reproduced.  The Company and the
Guarantors agree and stipulate that any such reproduction shall
be admissible in evidence as the original itself in any judicial
or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such
holder of Notes in the regular course of business) and that any
enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.  Nothing
in this Section 12.2 shall prohibit the Company, any Guarantor or
any holder of Notes from contesting the accuracy of any such
reproduction. 

     12.3 Survival.

     All warranties, representations, certifications, statements
and covenants made by the Company and/or the Guarantors herein or
in any certificate or other instrument delivered by any of them
or on their behalf hereunder 


                              90


or otherwise made for your benefit in connection herewith shall
be considered to have been relied upon by you and shall survive
the delivery to you of the Notes regardless of any investigation
made by you or on your behalf.  All such statements shall
constitute warranties and representations by the Company and/or
such Guarantor hereunder.

     12.4 Successors and Assigns.

     This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto. 
The provisions hereof are intended to be for the benefit of all
holders, from time to time, of Notes, and shall be enforceable by
any such holder, whether or not an express assignment to such
holder of rights hereunder shall have been made by you or your
successor or assign.

     12.5 Amendment and Waiver.

          (a)  Requirements.  This Agreement may be amended, and
     the observance of any term hereof may be waived, with (and
     only with) the written consent of the Company, the
     Guarantors and the Required Holders; provided that no such
     amendment or waiver of any of the provisions of Section 1
     through Section 4 hereof, inclusive, or of Section 6, or any
     defined term to the extent used in any of the foregoing
     Sections, shall be effective as to any holder of Notes
     unless consented to by such holder in writing; and provided
     further that no such amendment or waiver shall, without the
     written consent of the holders of all Notes (exclusive of
     Notes held by the Company, such Guarantors, any of the
     Subsidiaries of the Company or any Affiliate) at the time
     outstanding, 

               (i)  subject to Section 9.3 hereof, change the
          amount or time of any prepayment or payment of
          principal or Make-Whole Amount or the rate or time of
     payment of interest,

               (ii) amend Section 5.6, Section 9 or Section 10
          hereof,

                              91


               (iii) amend the definition of "Required Holders,"
          or
          
               (iv)  amend this Section 12.5.

The holder of any Note may specify that any such written consent
executed by it shall be effective only with respect to a portion
of the Notes held by it (in which case it shall specify, by
dollar amount, the aggregate principal amount of Notes with
respect to which such consent shall be effective) and in the
event of any such specification such holder shall be deemed to
have executed such written consent only with respect to the
portion of the Notes so specified.

          (b)  Solicitation of Noteholders.

               (i)  Solicitation.  Neither the Company nor any
          Guarantor shall, and the Company shall not permit any
          of its Subsidiaries to, solicit, request or negotiate
          for or with respect to any proposed waiver or amendment
          of any of the provisions hereof or the Notes unless
          each holder of the Notes (irrespective of the amount of
          Notes then owned by it) shall be informed thereof by
          the Company or such Guarantor with sufficient
          information to enable it to make an informed decision
          with respect thereto.  Executed or true and correct
          copies of any waiver or consent effected pursuant to
          the provisions of this Section 12.5 shall be delivered
          by the Company to each holder of outstanding Notes
          forthwith following the date on which the same shall
          have been executed and delivered by all holders of
          outstanding Notes required to consent or agree to such
          waiver or consent.

               (ii) Payment. Neither the Company nor any
          Guarantor shall, and the Company shall not permit any
          of its Subsidiaries, directly or indirectly, to pay or
          cause to be paid any remuneration, whether by way of
          supplemental or additional interest, fee or otherwise,
          or grant any   security, to any holder of Notes as
          consideration for or as an inducement to the entering
          into by any holder of Notes of any waiver or amendment
          of any of the terms and provisions 

                              92


          hereof unless such remuneration is concurrently paid,
          or security is concurrently granted, on the same terms,
          ratably to the holders of all Notes then outstanding.

               (iii) Scope of Consent.  Any consent made pursuant
          to this Section 12.5 by a holder of Notes that has
          transferred or has agreed to transfer its Notes to the
          Company, a Guarantor, any of the Subsidiaries of the
          Company or any Affiliate and has provided or has agreed
          to provide such written consent as a condition to such
          transfer shall be void and of no force and effect
          except solely as to such holder, and any amendments
          effected or waivers granted or to be effected or
          granted that would not have been or would not be so
          effected or granted but for such consent (and the
          consents of all other holders of Notes that were
           acquired under the same or similar conditions) shall
          be void and of no force and effect, retroactive to the
          date such amendment or waiver initially took or takes
          effect, except solely as to such holder.

          (c)  Binding Effect.  Except as provided in Section
     12.5 hereof, any amendment or waiver consented to as
     provided in this Section 12.5 shall apply equally to all
     holders of Notes and shall be binding upon them and upon
     each future holder of any Note and upon the Company and the
     Guarantors whether or not such Note shall have been marked
     to indicate such amendment or waiver.  No such amendment or
     waiver shall extend to or affect any obligation, covenant,
     agreement, Default or Event of Default not expressly amended
     or waived or impair any right consequent thereon. 

     12.6 Payments, When Received.

          (a)  Payments Due on Non-Business Days.  If any payment
     due on, or with respect to, any Note shall fall due on a day
     other than a Business Day, then such payment shall be made
     on the first Business Day following the day on which such
     payment shall have so fallen due; provided that if all or
     any portion of such payment shall consist of a payment of
     interest, for purposes of calculating such interest, such
     interest shall accrue to (but not including) the originally 
     
     
                              93


     scheduled day of its payment notwithstanding that it shall
     be payable on such first following Business Day, and the
     amount of the next succeeding interest payment shall be
     accrued from (and including) such originally scheduled day
     of payment as if all interest and principal originally
     scheduled to be paid on such day had been paid thereon.  
     f any payment is to be made on the first Business Day
     following the day on which the same shall have fallen due,
     as provided in this paragraph, and is not so paid on such
     first Business Day, interest shall accrue thereon (to the
     extent permitted by applicable law) at the rate of eight and
     forty-nine one-hundredths percent (8.49%) per annum from the
     originally scheduled day of its payment. 

          (b)  Payments, When Received.  Any payment to be made
     to the holders of Notes hereunder or under the Notes shall
     be deemed to have been made on the Business Day such payment
     actually becomes available to such holder at such holder's
     bank prior to 11:00 a.m. (local time of such bank).

     12.7 Entire Agreement.

     This Agreement constitutes the final written expression of
all of the terms hereof and is a complete and exclusive statement
of those terms.

     12.8 Duplicate Originals, Execution in Counterpart.

     Two or more duplicate originals hereof may be signed by the
parties, each of which shall be an original but all of which
together shall constitute one and the same instrument.  This
Agreement may be executed in two or more counterparts and shall
be effective when at least one counterpart shall have been
executed by each party hereto, and each set of counterparts
which, collectively, show execution by each party hereto shall
constitute one duplicate original.

     12.9 Confidentiality.

     Each holder shall use reasonable efforts to ensure that any
information concerning the Company or any of its Subsidiaries
which is designated in writing by the Company or such Subsidiary
as being proprietary and confidential and which is in good faith
disclosed to or learned by the representatives of such holder
during the course of inspections pursuant to Section 8.4 or
Section 10.15 is not (without the prior written consent of the 


                              94


Company) disclosed to any person not a party to this Agreement
unless such information: (a) has become generally available to
the public through no action or fault of such holder, (b) is
included or referred to in good faith in a report, statement or
testimony submitted to any municipal, state, Canadian provincial
or federal regulatory body having or claiming to have
jurisdiction over any holder or submitted to the National
Association of Insurance Commissioners, the Office of the
Superintendent of Financial Institutions or similar organizations
or their successors in which case it shall continue to be subject
to any protective order or order of confidentiality which may be
imposed by such body, (c) is disclosed in response to any summons
or subpoena or in connection with any litigation in which case it
shall continue to be subject to any protective order or order of
confidentiality which may be imposed by the court in which such
litigation is pending, (d) is disclosed by any holder in good
faith to a third party who had an independent contractual right
to obtain such information, (e) is believed by any holder to be
appropriately disclosed in order to protect its investment in the
Notes (provided that in the case of confidential information with
respect to proprietary processes or formulae of the Company, this
exception shall apply only if a Default or Event of Default shall
have occurred or be threatened or if disclosure is required in
order to avoid potential liability under applicable state,
federal or Canadian provincial securities laws), or in order to
comply with any law, order regulation or ruling applicable to it,
(f) is disclosed to a prospective transferee in connection with
any contemplated transfer of the Notes if such prospective
transferee agrees to abide by confidentiality provisions
substantially the same as set forth in this Section 12.9 or (g)
was known to such holder at the time of disclosure by the Company
or any of its Subsidiaries or becomes known to such holder from a
Person (other than the Company or a Subsidiary of the Company)
not, to the knowledge of such holder, in violation of any
confidentiality agreement between such Person and the Company or
one of its Subsidiaries.  Each holder shall be free to disclose
such information to and discuss it with such holder's retained or
employed accountants, attorneys and similar consultants and
experts when such disclosure is, in the holder's good faith
judgment, necessary to the performance of services being
furnished to the holder by any such Person, if such service
provider agrees to abide by confidentiality provisions
substantially the same as those set forth in this Section 12.9.

     [Remainder of Page Intentionally Blank.  Next page is
signature page.]


                              95


     If this Agreement is satisfactory to you, please so indicate
by signing the acceptance at the foot of a counterpart hereof and
returning such counterpart to the Company, whereupon this
Agreement shall become binding between us in accordance with its
terms.

                         Very truly yours,


                         MINERALS TECHNOLOGIES INC.


                         By___/s/ John R. Stack_____
                           Name: John R. Stack
                           Title: Vice President--Finance


                         SPECIALTY MINERALS INC., as
                         Guarantor


                         By___/s/ John R. Stack_____
                           Name: John R. Stack
                           Title: Vice President--Finance


                         MINTEQ INTERNATIONAL INC., as
                         Guarantor


                         By___/s/ John R. Stack_____
                           Name: John R. Stack
                           Title: Vice President--Finance
                     

                            96  



                         BARRETTS MINERALS INC., as Guarantor


                         By___/s/ John R. Stack_____
                           Name: John R. Stack
                           Title: Vice President--Finance


The foregoing Agreement is
hereby agreed to as of the
date hereof.

METROPOLITAN LIFE INSURANCE COMPANY
Purchaser


By:  /s/ Joseph H. Augustini                     
   Name: Joseph H. Augustini
   Title: Vice President 


                              97

 

5 This schedule contains summary financial information extracted from the condensed consolidated financial statements of Minerals Technologies Inc., and is qualified in its entirety by reference to such condensed consolidated financial statements. 1,000 6-MOS DEC-31-1996 JUN-30-1996 10,987 0 105,328 0 69,571 196,246 780,758 292,258 696,882 142,857 54,900 0 0 2,520 475,983 696,882 268,575 268,575 192,434 192,434 9,779 0 0 28,161 8,927 19,354 0 0 0 19,354 0.86 0