CREDIT AGREEMENT

 

                                                                    Exhibit 10.1

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                                CREDIT AGREEMENT

                                      among

                             AMTROL HOLDINGS, INC.,

                            AMTROL ACQUISITION, INC.,

                          VARIOUS LENDING INSTITUTIONS,

                      MORGAN STANLEY SENIOR FUNDING, INC.,
                             AS DOCUMENTATION AGENT,

                                       and

                             BANKERS TRUST COMPANY,
                             AS ADMINISTRATIVE AGENT

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

                                   $75,000,000

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                                TABLE OF CONTENTS

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SECTION 1.  Amount and Terms of Credit  . . . . . . . . . . . . . . . . . .  1
     1.01  Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     1.02  Minimum Borrowing Amounts, etc.  . . . . . . . . . . . . . . . .  3
     1.03  Notice of Borrowing  . . . . . . . . . . . . . . . . . . . . . .  4
     1.04  Disbursement of Funds  . . . . . . . . . . . . . . . . . . . . .  5
     1.05  Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
     1.06  Conversions  . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     1.07  Pro Rata Borrowings  . . . . . . . . . . . . . . . . . . . . . .  7
     1.08  Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
     1.09  Interest Periods . . . . . . . . . . . . . . . . . . . . . . . .  8
     1.10  Increased Costs, Illegality, etc.  . . . . . . . . . . . . . . . 10
     1.11  Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     1.12  Change of Lending Office . . . . . . . . . . . . . . . . . . . . 12
     1.13  Replacement of Banks . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 2.  Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . 14
     2.01  Letters of Credit  . . . . . . . . . . . . . . . . . . . . . . . 14
     2.02  Minimum Initial Stated Amount  . . . . . . . . . . . . . . . . . 15
     2.03  Letter of Credit Requests; Notices of Issuance . . . . . . . . . 15
     2.04  Agreement to Repay Letter of Credit Drawings . . . . . . . . . . 15
     2.05  Letter of Credit Participations  . . . . . . . . . . . . . . . . 16
     2.06  Increased Costs  . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 3.  Fees; Commitments . . . . . . . . . . . . . . . . . . . . . . . 19
     3.01  Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     3.02  Voluntary Reduction of Commitments . . . . . . . . . . . . . . . 20
     3.03  Mandatory Adjustments of Commitments, etc. . . . . . . . . . . . 21

SECTION 4.  Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
     4.01  Voluntary Prepayments  . . . . . . . . . . . . . . . . . . . . . 22
     4.02  Mandatory Prepayments  . . . . . . . . . . . . . . . . . . . . . 22
     4.03  Method and Place of Payment  . . . . . . . . . . . . . . . . . . 27

                                       (i)

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     4.04  Net Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 5.  Conditions Precedent  . . . . . . . . . . . . . . . . . . . . . 29
     5.01  Conditions Precedent to Initial Borrowing Date . . . . . . . . . 29
     5.02  Conditions Precedent to All Credit Events  . . . . . . . . . . . 35

SECTION 6.  Representations, Warranties and Agreements  . . . . . . . . . . 36
     6.01  Corporate Status . . . . . . . . . . . . . . . . . . . . . . . . 36
     6.02  Corporate Power and Authority  . . . . . . . . . . . . . . . . . 37
     6.03  No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . 37
     6.04  Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
     6.05  Use of Proceeds; Margin Regulations  . . . . . . . . . . . . . . 37
     6.06  Governmental Approvals . . . . . . . . . . . . . . . . . . . . . 38
     6.07  Investment Company Act . . . . . . . . . . . . . . . . . . . . . 38
     6.08  Public Utility Holding Company Act . . . . . . . . . . . . . . . 38
     6.09  True and Complete Disclosure . . . . . . . . . . . . . . . . . . 38
     6.10  Financial Condition; Financial Statements  . . . . . . . . . . . 39
     6.11  Security Interests . . . . . . . . . . . . . . . . . . . . . . . 40
     6.12  Consummation of Transaction  . . . . . . . . . . . . . . . . . . 40
     6.13  Tax Returns and Payments . . . . . . . . . . . . . . . . . . . . 40
     6.14  Compliance with ERISA  . . . . . . . . . . . . . . . . . . . . . 41
     6.15  Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 42
     6.16  Intellectual Property  . . . . . . . . . . . . . . . . . . . . . 42
     6.17  Environmental Matters  . . . . . . . . . . . . . . . . . . . . . 42
     6.18  Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
     6.19  Labor Relations  . . . . . . . . . . . . . . . . . . . . . . . . 43
     6.20  Senior Subordinated Notes  . . . . . . . . . . . . . . . . . . . 44
     6.21  Existing Indebtedness  . . . . . . . . . . . . . . . . . . . . . 44
     6.22  Compliance with Statutes, etc. . . . . . . . . . . . . . . . . . 44
     6.23  Special Purpose Corporations . . . . . . . . . . . . . . . . . . 44

SECTION 7.  Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . 44
     7.01  Information Covenants  . . . . . . . . . . . . . . . . . . . . . 45
     7.02  Books, Records and Inspections . . . . . . . . . . . . . . . . . 47
     7.03  Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
     7.04  Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . 48
     7.05  Corporate Franchises . . . . . . . . . . . . . . . . . . . . . . 48
     7.06  Compliance with Statutes, etc. . . . . . . . . . . . . . . . . . 48
     7.07  ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
     7.08  Good Repair  . . . . . . . . . . . . . . . . . . . . . . . . . . 50

                                      (ii)

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     7.09  End of Fiscal Years; Fiscal Quarters . . . . . . . . . . . . . . 50
     7.10  Use of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . 50
     7.11  Additional Security; Further Assurances  . . . . . . . . . . . . 50
     7.12  Interest Rate Agreement  . . . . . . . . . . . . . . . . . . . . 51
     7.13  Compliance with Environmental Laws . . . . . . . . . . . . . . . 51
     7.14  Consummation of the Merger . . . . . . . . . . . . . . . . . . . 52
     7.15  Post-Closing Obligations . . . . . . . . . . . . . . . . . . . . 52

SECTION 8.  Negative Covenants  . . . . . . . . . . . . . . . . . . . . . . 53
     8.01  Changes in Business  . . . . . . . . . . . . . . . . . . . . . . 53
     8.02  Consolidation, Merger, Sale or Purchase of Assets, etc.  . . . . 53
     8.03  Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
     8.04  Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 56
     8.05  Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . 57
     8.06  Advances, Investments and Loans  . . . . . . . . . . . . . . . . 58
     8.07  Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
     8.08  Prepayments of Indebtedness, etc . . . . . . . . . . . . . . . . 59
     8.09  Dividends, etc.  . . . . . . . . . . . . . . . . . . . . . . . . 60
     8.10  Transactions with Affiliates . . . . . . . . . . . . . . . . . . 61
     8.11  Interest Coverage Ratio  . . . . . . . . . . . . . . . . . . . . 62
     8.12  Leverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . 63
     8.13  Minimum Consolidated EBITDA  . . . . . . . . . . . . . . . . . . 64
     8.14  Limitation On Issuance of Stock  . . . . . . . . . . . . . . . . 65
     8.15  Limitation on Creation of Subsidiaries . . . . . . . . . . . . . 65

SECTION 9.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . 65
     9.01  Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
     9.02  Representations, etc.  . . . . . . . . . . . . . . . . . . . . . 65
     9.03  Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
     9.04  Default Under Other Agreements . . . . . . . . . . . . . . . . . 66
     9.05  Bankruptcy, etc. . . . . . . . . . . . . . . . . . . . . . . . . 66
     9.06  ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
     9.07  Security Documents . . . . . . . . . . . . . . . . . . . . . . . 67
     9.08  Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     9.09  Judgments  . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

SECTION 10.  Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . 68

SECTION 11.  The Administrative Agent . . . . . . . . . . . . . . . . . . . 94
     11.01  Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . 94
     11.02  Nature of Duties  . . . . . . . . . . . . . . . . . . . . . . . 95

                                      (iii)

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     11.03  Lack of Reliance on the Agents  . . . . . . . . . . . . . . . . 95
     11.04  Certain Rights of the Agents  . . . . . . . . . . . . . . . . . 95
     11.05  Reliance  . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
     11.06  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 96
     11.07  The Agents in Their Individual Capacities . . . . . . . . . . . 96
     11.08  Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
     11.09  Resignation by the Administrative Agent . . . . . . . . . . . . 97

SECTION 12.  Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . 97
     12.01  Payment of Expenses, etc. . . . . . . . . . . . . . . . . . . . 97
     12.02  Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . 98
     12.03  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
     12.04  Benefit of Agreement  . . . . . . . . . . . . . . . . . . . . . 99
     12.05  No Waiver; Remedies Cumulative  . . . . . . . . . . . . . . . .101
     12.06  Payments Pro Rata . . . . . . . . . . . . . . . . . . . . . . .101
     12.07  Calculations; Computations  . . . . . . . . . . . . . . . . . .102
     12.08  Governing Law; Submission to Jurisdiction; Venue; Waiver of 
            Jury Trial  . . . . . . . . . . . . . . . . . . . . . . . . . .102
     12.09  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . .103
     12.10  Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . .103
     12.11  Headings Descriptive  . . . . . . . . . . . . . . . . . . . . .103
     12.12  Amendment or Waiver . . . . . . . . . . . . . . . . . . . . . .103
     12.13  Survival  . . . . . . . . . . . . . . . . . . . . . . . . . . .104
     12.14  Domicile of Loans . . . . . . . . . . . . . . . . . . . . . . .104
     12.15  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . .104
     12.16  Bank Register . . . . . . . . . . . . . . . . . . . . . . . . .105

SECTION 13.  Holdings Guaranty  . . . . . . . . . . . . . . . . . . . . . .105
     13.01  The Guaranty  . . . . . . . . . . . . . . . . . . . . . . . . .105
     13.02  Bankruptcy  . . . . . . . . . . . . . . . . . . . . . . . . . .106
     13.03  Nature of Liability . . . . . . . . . . . . . . . . . . . . . .106
     13.04  Independent Obligation  . . . . . . . . . . . . . . . . . . . .106
     13.05  Authorization . . . . . . . . . . . . . . . . . . . . . . . . .106
     13.06  Reliance  . . . . . . . . . . . . . . . . . . . . . . . . . . .107
     13.07  Subordination . . . . . . . . . . . . . . . . . . . . . . . . .108
     13.08  Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . .108
     13.09  Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . .109

ANNEX I        --   Commitments
ANNEX II       --   Bank Addresses

                                      (iv)

ANNEX III      --   Government Approvals
ANNEX IV       --   Subsidiaries
ANNEX V        --   Real Properties
ANNEX VI       --   Existing Indebtedness
ANNEX VII      --   Designated Assets
ANNEX VIII     --   Existing Liens
ANNEX IX       --   Consolidated EBITDA/Interest Expense Adjustment
ANNEX X        --   Existing Letters of Credit

EXHIBIT A      --   Form of Notice of Borrowing
EXHIBIT B-1    --   Form of A Term Note
EXHIBIT B-2    --   Form of B Term Note
EXHIBIT B-3    --   Form of Revolving Note
EXHIBIT B-4    --   Form of Swingline Note
EXHIBIT C      --   Form of Letter of Credit Request
EXHIBIT D      --   Form of Section 4.04 Certificate
EXHIBIT E-1    --   Form of Opinion of Simpson, Thacher & Bartlett
EXHIBIT E-2    --   Form of Opinion of Hinckley, Allen & Snyder
EXHIBIT E-3    --   Form of Opinion of White & Case
EXHIBIT F      --   Form of Officers' Certificate
EXHIBIT G      --   Form of Subsidiary Guaranty
EXHIBIT H      --   Form of Pledge Agreement
EXHIBIT I      --   Form of Security Agreement
EXHIBIT J      --   Form of Solvency Opinion
EXHIBIT K      --   Form of Consent Letter
EXHIBIT L      --   Form of Assignment Agreement
EXHIBIT M      --   Form of Acknowledgment Agreement

                                       (v)

   CREDIT AGREEMENT, dated as of November 13, 1996, among AMTROL HOLDINGS,
INC., a Delaware corporation, AMTROL ACQUISITION, INC., a Rhode Island
corporation, the lenders from time to time party hereto (each, a "Bank" and,
collectively, the "Banks"), MORGAN STANLEY SENIOR FUNDING, INC., as
Documentation Agent (the "Documentation Agent"), and BANKERS TRUST COMPANY, as
Administrative Agent (the "Administrative Agent" and together with the
Documentation Agent, collectively, the "Agents").  Unless otherwise defined
herein, all capitalized terms used herein and defined in Section 11 are used
herein as so defined.

                              W I T N E S S E T H :

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

        NOW, THEREFORE, IT IS AGREED:

        SECTION 1.  AMOUNT AND TERMS OF CREDIT.

        1.01  COMMITMENT.  Subject to and upon the terms and conditions herein
set forth, each Bank severally agrees to make a loan or loans (each, a "Loan"
and, collectively, the "Loans") to the Borrower, which Loans shall be drawn, to
the extent such Bank has a commitment under such Facility, under the A Term
Facility, the B Term Facility and the Revolving Facility, as set forth below:

        (a)  Loans under the A Term Facility (each, an "A Term Loan" and,
   collectively, the "A Term Loans") (i) shall be made pursuant to a single
   drawing on the Initial Borrowing Date, (ii) shall be made and initially
   maintained as a single Borrowing of Base Rate Loans (subject to the option
   to convert such A Term Loans pursuant to Section 1.06) and (iii) shall not
   exceed in aggregate principal amount for any Bank at the time of incurrence
   thereof the A Term Commitment, if any, of such Bank as in effect on such
   date.  Once repaid, A Term Loans borrowed hereunder may not be reborrowed.

        (b)  Loans under the B Term Facility (each, a "B Term Loan" and,
   collectively, the "B Term Loans") (i) shall be made pursuant to a single
   drawing on the Initial Borrowing Date, (ii) shall be made and initially
   maintained as a single Borrowing of Base Rate Loans (subject to the option
   to convert such B Term Loans

   pursuant to Section 1.06) and (iii) shall not exceed in aggregate principal
   amount for any Bank at the time of incurrence thereof the B Term Commitment,
   if any, of such Bank as in effect on such date.  Once repaid, B Term Loans
   borrowed hereunder may not be reborrowed.

        (c)  Loans under the Revolving Facility (each, a "Revolving Loan" and,
   collectively, the "Revolving Loans") (i) shall be made at any time and from
   time to time on and after the Initial Borrowing Date and prior to the RF
   Maturity Date, (ii) except as hereinafter provided, may, at the option of
   the Borrower, be incurred and maintained as, and/or converted into, Base
   Rate Loans or Eurodollar Loans, PROVIDED that (x) Revolving Loans may not be
   incurred as Eurodollar Loans prior to the Syndication Date and (y) all
   Revolving Loans made as part of the same Borrowing shall, unless otherwise
   specifically provided herein, consist of Revolving Loans of the same Type,
   (iii) may be repaid and reborrowed in accordance with the provisions hereof
   and (iv) shall not exceed for any Bank at any time outstanding that
   aggregate principal amount which, when combined with the aggregate
   outstanding principal amount of all other Revolving Loans of such Bank and
   such Bank's Adjusted RF Percentage, if any, of the sum of (x) the Letter of
   Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the
   proceeds of, and simultaneously with the incurrence of, the respective
   incurrence of Revolving Loans) at such time and (y) the outstanding
   principal amount of Swingline Loans (exclusive of Swingline Loans which are
   repaid with the proceeds of, and simultaneously with the incurrence of, the
   respective incurrence of Revolving Loans) at such time, equals (1) if such
   Bank is a Non-Defaulting Bank, the Adjusted Revolving Commitment, if any, of
   such Bank at such time and (2) if such Bank is a Defaulting Bank, the
   Revolving Commitment, if any, of such Bank at such time.  In addition, the
   aggregate outstanding principal amount of all Acquisition Loans for all
   Banks at any time shall not exceed the Acquisition Sublimit at such time.

        (d) Subject to and upon the terms and conditions herein set forth, BTCo
   in its individual capacity agrees to make at any time and from time to time
   after the Initial Borrowing Date and prior to the Swingline Expiry Date, a
   loan or loans to the Borrower (each, a "Swingline Loan," and, collectively,
   the "Swingline Loans"), which Swingline Loans (i) shall be made and
   maintained as Base Rate Loans, (ii) may be repaid and reborrowed in
   accordance with the provisions hereof, (iii) shall not exceed in aggregate
   principal amount at any time outstanding, when combined with the aggregate
   principal amount of all Revolving Loans made by Non-Defaulting Banks then
   outstanding and the Letter of Credit Outstandings (exclusive of Unpaid
   Drawings which are repaid with the proceeds of, and simultaneously with the
   incurrence of, the respective incurrence of Revolving Loans) at such time,
   an amount equal to the Adjusted Total Revolving Commitment then in effect
   (after giving effect to any reductions to the Adjusted Total Revolving
   Commitment on such date) and

                                       -2-

   (iv) shall not exceed in aggregate principal amount at any time outstanding
   the Maximum Swingline Amount.  BTCo will not make a Swingline Loan after it
   has received written notice from the Required Banks that one or more of the
   applicable conditions to Credit Events specified in Section 5.02 are not
   then satisfied.

        (e) On any Business Day, BTCo may, in its sole discretion, give notice
   to the RF Banks that its outstanding Swingline Loans shall be funded with a
   Borrowing of Revolving Loans (PROVIDED that each such notice shall be deemed
   to have been automatically given upon the occurrence of an Event of Default
   under Section 9.05 or upon the exercise of any of the remedies provided in
   the last paragraph of Section 9), in which case a Borrowing of Revolving
   Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory
   Borrowing") shall be made on the immediately succeeding Business Day by all
   RF Banks PRO RATA based on each RF Bank's Adjusted RF Percentage, and the
   proceeds thereof shall be applied directly to repay BTCo for such
   outstanding Swingline Loans.  Each RF Bank hereby irrevocably agrees to make
   Base Rate Loans upon one Business Day's notice pursuant to each Mandatory
   Borrowing in the amount and in the manner specified in the preceding
   sentence and on the date specified in writing by BTCo notwithstanding:  (i)
   that the amount of the Mandatory Borrowing may not comply with the Minimum
   Borrowing Amount otherwise required hereunder, (ii) whether any conditions
   specified in Section 5.02 are then satisfied, (iii) whether a Default or an
   Event of Default has occurred and is continuing, (iv) the date of such
   Mandatory Borrowing and (v) any reduction in the Total Revolving Commitment
   or the Adjusted Total Revolving Commitment after any such Swingline Loans
   were made.  In the event that any Mandatory Borrowing cannot for any reason
   be made on the date otherwise required above (including, without limitation,
   as a result of the commencement of a proceeding under the Bankruptcy Code in
   respect of the Borrower), each RF Bank (other than BTCo) hereby agrees that
   it shall forthwith purchase from BTCo (without recourse or warranty) such
   assignment of the outstanding Swingline Loans as shall be necessary to cause
   the RF Banks to share in such Swingline Loans ratably based upon their
   respective Adjusted RF Percentages, PROVIDED that all interest payable on
   the Swingline Loans shall be for the account of BTCo until the date the
   respective assignment is purchased and, to the extent attributable to the
   purchased assignment, shall be payable to the RF Bank purchasing same from
   and after such date of purchase.

        1.02  MINIMUM BORROWING AMOUNTS, ETC.  The aggregate principal amount
of each Borrowing under a Facility shall not be less than the Minimum Borrowing
Amount for such Facility.  The aggregate principal amount of each Borrowing of
Swingline Loans shall not be less than $50,000, and, if greater, shall be in an
integral multiple of $100,000.  More than one Borrowing may be incurred on any
day, PROVIDED that at no time shall there be outstanding more than ten
Borrowings of Eurodollar Loans.

                                       -3-

        1.03  NOTICE OF BORROWING.  (a)  Whenever the Borrower desires to incur
Loans under any Facility (excluding Borrowings of Swingline Loans and Mandatory
Borrowings), it shall give the Administrative Agent at its Notice Office, prior
to 10:00 A.M. (New York time), at least three Business Days' prior written
notice (or telephonic notice promptly confirmed in writing) of each Borrowing of
Eurodollar Loans and at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate
Loans to be made hereunder.  Each such notice (each, a "Notice of Borrowing")
shall be in the form of Exhibit A and shall be irrevocable and shall specify (i)
the Facility pursuant to which such Borrowing is being made, (ii) the aggregate
principal amount of the Loans to be made pursuant to such Borrowing, (iii) the
date of Borrowing (which shall be a Business Day) and (iv) whether the
respective Borrowing shall consist of Base Rate Loans or (to the extent
permitted) Eurodollar Loans and, if Eurodollar Loans, the Interest Period to be
initially applicable thereto.  The Administrative Agent shall promptly give each
Bank written notice (or telephonic notice promptly confirmed in writing) of each
proposed Borrowing, of such Bank's proportionate share thereof and of the other
matters covered by the Notice of Borrowing.

        (b)  (i)  Whenever the Borrower desires to make a Borrowing of
Swingline Loans hereunder, it shall give BTCo, prior to 10:00 A.M. (New York
time) on the day such Swingline Loan is to be made, written notice (or
telephonic notice promptly confirmed in writing) of each Swingline Loan to be
made hereunder.  Each such notice shall be irrevocable and shall specify in each
case (x) the date of such Borrowing (which shall be a Business Day) and (y) the
aggregate principal amount of the Swingline Loan to be made pursuant to such
Borrowing.

        (ii)  Mandatory Borrowings shall be made upon the notice specified in
Section 1.01(e), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of Mandatory Borrowings as set forth in such
Section 1.01(e).

        (c)  Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent, BTCo (in the case of a Borrowing of Swingline Loans) or
the Letter of Credit Issuer (in the case of the issuance of Letters of Credit),
as the case may be, may prior to receipt of written confirmation act without
liability upon the basis of such telephonic notice, believed by the
Administrative Agent, BTCo or the Letter of Credit Issuer in good faith to be
from an Authorized Officer of the Borrower.  In each such case, the Borrower
hereby waives the right to dispute the Administrative Agent's, BTCo's or the
Letter of Credit Issuer's record of the terms of such telephonic notice, unless
such record reflects gross negligence or willful misconduct on the part of the
Administrative Agent, BTCo or the Letter of Credit Issuer, as the case may be.

                                       -4-

        1.04  DISBURSEMENT OF FUNDS.  (a)  No later than 1:00 P.M. (New York
time) on the date specified in each Notice of Borrowing or each notice described
in Section 1.03(b)(i) or (ii), each Bank with a Commitment under the respective
Facility will make available its PRO RATA share of each Borrowing requested to
be made on such date (or in the case of Swingline Loans, BTCo shall make
available the full amount thereof) in the manner provided below.  All such
amounts shall be made available to the Administrative Agent in U.S. dollars and
immediately available funds at the Payment Office and the Administrative Agent
promptly will make available to the Borrower by depositing to its account at the
Payment Office the aggregate of the amounts so made available in the type of
funds received.  Unless the Administrative Agent shall have been notified by any
Bank prior to the date of Borrowing that such Bank does not intend to make
available to the Administrative Agent its portion of the Borrowing or Borrowings
to be made on such date, the Administrative Agent may assume that such Bank has
made such amount available to the Administrative Agent on such date of
Borrowing, and the Administrative Agent, in reliance upon such assumption, may
(in its sole discretion and without any obligation to do so) make available to
the Borrower a corresponding amount.  If such corresponding amount is not in
fact made available to the Administrative Agent by such Bank and the
Administrative Agent has made available same to the Borrower, the Administrative
Agent shall be entitled to recover such corresponding amount from such Bank.  If
such Bank does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower, and the Borrower shall immediately pay such corresponding
amount to the Administrative Agent.  The Administrative Agent shall also be
entitled to recover on demand from such Bank or the Borrower, as the case may
be, interest on such corresponding amount in respect of each day from the date
such corresponding amount was made available by the Administrative Agent to the
Borrower to the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (x) if paid by such Bank, the
overnight Federal Funds Effective Rate or (y) if paid by the Borrower, the then
applicable rate of interest, calculated in accordance with Section 1.08, for the
respective Loans.

        (b)  Nothing herein shall be deemed to relieve any Bank from its
obligation to fulfill its commitments hereunder or to prejudice any rights which
the Borrower may have against any Bank as a result of any default by such Bank
hereunder.

        1.05  NOTES.  (a)  The Borrower's obligation to pay the principal of, 
and interest on, the Loans made to it by each Bank shall be evidenced (i) if 
A Term Loans, by a promissory note substantially in the form of Exhibit B-1 
with blanks appropriately completed in conformity herewith (each, an "A Term 
Note" and, collectively, the "A Term Notes"), (ii) if B Term Loans, by a 
promissory note substantially in the form of Exhibit B-2 with blanks 
appropriately completed in conformity herewith (each, a "B Term Note" and, 
collectively, the "B Term Notes"), (iii) if Revolving Loans, by a promissory 
note substantially in the form of Exhibit B-3 with blanks appropriately 
completed in conformity

                                       -5-

herewith (each, a "Revolving Note" and, collectively, the "Revolving Notes") 
and (iv) if Swingline Loans, by a promissory note substantially in the form 
of Exhibit B-4, with blanks appropriately completed in conformity herewith 
(the "Swingline Note").

        (b)  The A Term Note issued to each Bank that makes any A Term Loan
shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank
and be dated the Initial Borrowing Date, (iii) be in a stated principal amount
equal to the A Term Loans made by such Bank on the Initial Borrowing Date (or in
the case of a new A Term Note issued pursuant to Section 1.13 or 12.04, the
respective A Term Loans evidenced thereby at the time of issuance) and be
payable in the principal amount of A Term Loans evidenced thereby, (iv) mature
on the A TF Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans,
as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as
provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement
and the other Credit Documents.

        (c)  The B Term Note issued to each Bank that makes any B Term Loan
shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank
and be dated the Initial Borrowing Date, (iii) be in a stated principal amount
equal to the B Term Loans made by such Bank on the Initial Borrowing Date (or in
the case of a new B Term Note issued pursuant to Section 1.13 or 12.04, the
respective B Term Loans evidenced thereby at the time of issuance) and be
payable in the principal amount of B Term Loans evidenced thereby, (iv) mature
on the B TF Maturity Date, (v) bear interest as provided in the appropriate
clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans,
as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as
provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement
and the other Credit Documents.

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

        (e)  The Swingline Note issued to BTCo shall (i) be executed by the
Borrower, (ii) be payable to the order of BTCo and be dated the Initial
Borrowing Date, (iii) be in a stated principal amount equal to the Maximum
Swingline Amount and be payable in the principal amount of Swingline Loans
evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest
as provided in Section 1.08 in respect of the Base Rate Loans

                                       -6-

evidenced thereby, (vi) be subject to mandatory prepayment as provided in
Section 4.02 and (vii) be entitled to the benefits of this Agreement and the
other Credit Documents.

        (f)  Each Bank will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will, prior to any
transfer of any of its Notes, endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby.  Failure to make any
such notation shall not affect the Borrower's obligations in respect of such
Loans.

        1.06  CONVERSIONS.  The Borrower shall have the option to convert on
any Business Day on and after the Syndication Date all or a portion at least
equal to the applicable Minimum Borrowing Amount of the outstanding principal
amount of the Loans owing (other than Swingline Loans, which at all times shall
be maintained as Base Rate Loans) pursuant to a single Facility into a Borrowing
or Borrowings pursuant to such Facility of another Type of Loan, PROVIDED that
(i) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the
outstanding principal amount of the Eurodollar Loans made pursuant to such
Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii)
Base Rate Loans may not be converted into Eurodollar Loans when a Default under
Section 9.01 or an Event of Default is in existence on the date of the proposed
conversion if either Agent or the Required Banks shall have determined in its or
their sole discretion not to permit such conversion and (iii) Borrowings of
Eurodollar Loans resulting from this Section 1.06 shall be limited in number as
provided in Section 1.02.  Each such conversion shall be effected by the
Borrower giving the Administrative Agent at its Notice Office, prior to 10:00
A.M. (New York time), at least three Business Days' (or two Business Days', in
the case of a conversion into Base Rate Loans) prior written notice (or
telephonic notice promptly confirmed in writing) (each, a "Notice of
Conversion") specifying the Loans to be so converted, the Type of Loans to be
converted into and, if to be converted into a Borrowing of Eurodollar Loans, the
Interest Period to be initially applicable thereto.  The Administrative Agent
shall give each Bank prompt notice of any such proposed conversion affecting any
of its Loans.

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

        1.08  INTEREST.  (a)  The unpaid principal amount of each Base Rate
Loan shall bear interest from the date of the Borrowing thereof until maturity
(whether by

                                       -7-

acceleration or otherwise) at a rate per annum which shall at all times be the
Applicable Base Rate Margin plus the Base Rate in effect from time to time.

        (b)  The unpaid principal amount of each Eurodollar Loan shall bear
interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum which shall at all times be the
Applicable Eurodollar Margin plus the relevant Eurodollar Rate.

        (c)  All overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder
shall bear interest at a rate per annum equal to the Base Rate in effect from
time to time plus the sum of (i) 2% and (ii) the Applicable Base Rate Margin,
PROVIDED that no Loan shall bear interest after maturity (whether by
acceleration or otherwise) at a rate per annum less than 2% plus the rate of
interest applicable thereto at maturity.

        (d)  Interest shall accrue from and including the date of any Borrowing
to but excluding the date of any repayment thereof and shall be payable (i) in
respect of each Base Rate Loan, quarterly in arrears on the last Business Day of
each March, June, September and December, commencing March 31, 1997, (ii) in
respect of each Eurodollar Loan, on the last day of each Interest Period
applicable thereto and, in the case of an Interest Period in excess of three
months, on each date occurring at three month intervals after the first day of
such Interest Period and (iii) in respect of each Loan, on any prepayment or
conversion (other than the prepayment or conversion of any Base Rate Loan) (on
the amount prepaid or converted), at maturity (whether by acceleration or
otherwise) and, after such maturity, on demand.

        (e)  All computations of interest hereunder shall be made in accordance
with Section 12.07(b).

        (f)  The Administrative Agent, upon determining the interest rate for
any Borrowing of Eurodollar Loans for any Interest Period, shall promptly notify
the Borrower and the Banks thereof.

        1.09  INTEREST PERIODS.  (a)  At the time the Borrower gives a Notice
of Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Borrowing of Eurodollar Loans (in the case of the initial Interest
Period applicable thereto) or prior to 10:00 A.M. (New York time) on the third
Business Day prior to the expiration of an Interest Period applicable to a
Borrowing of Eurodollar Loans, it shall have the right to elect by giving the
Administrative Agent written notice (or telephonic notice promptly confirmed in
writing) of the Interest Period applicable to such Borrowing, which Interest
Period shall, at the option of the Borrower, be a one, two, three, six or, to
the extent

                                       -8-

available to all Banks with a Commitment under the respective Facility, nine or
twelve month period.  Notwithstanding anything to the contrary contained above:

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

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

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

        (iv) no Interest Period with respect to a Borrowing of Revolving Loans
   shall extend beyond the RF Maturity Date;

        (v)  no Interest Period with respect to any Borrowing of Revolving
   Loans may be elected that would extend beyond any date upon which a
   Scheduled Reduction is required to be made if, after giving effect to the
   selection of such Interest Period, the aggregate principal amount of
   Revolving Loans maintained as Eurodollar Loans with Interest Periods ending
   after such date would exceed the Total Revolving Commitment after giving
   effect to such Scheduled Reduction;

         (vi) no Interest Period with respect to any Borrowing of Term
   Loans may be elected that would extend beyond any date upon which a
   Scheduled Repayment is required to be made in respect of such Term Loans if,
   after giving effect to the selection of such Interest Period, the aggregate
   principal amount of Term Loans maintained under the respective Facility as
   Eurodollar Loans with Interest Periods ending after such date would exceed
   the aggregate principal amount of Term Loans under such Facility permitted
   to be outstanding after such Scheduled Repayment; and

        (vii) no Interest Period may be elected at any time when a Default
   under Section 9.01 or an Event of Default is then in existence if either
   Agent or the

                                       -9-

   Required Banks shall have determined in its or their sole discretion not to
   permit such election.

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

        1.10  INCREASED COSTS, ILLEGALITY, ETC.  (a)  In the event that (x) in
the case of clause (i) below, the Administrative Agent or (y) in the case of
clauses (ii) and (iii) below, any Bank shall have determined (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto):

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

        (ii) at any time, that such Bank shall incur increased costs or
   reductions in the amounts received or receivable hereunder with respect to
   any Eurodollar Loans (other than taxes covered by Section 4.04 and any
   increased cost or reduction in the amount received or receivable resulting
   from the imposition of or a change in the rate of taxes or similar charges)
   because of (x) any change since the Effective Date in any applicable law,
   governmental rule, regulation, guideline or order (or in the interpretation
   or administration thereof and including the introduction of any new law or
   governmental rule, regulation, guideline or order) (such as, for example,
   but not limited to, a change in official reserve requirements, but, in all
   events, excluding reserves required under Regulation D to the extent
   included in the computation of the Eurodollar Rate) and/or (y) other
   circumstances affecting such Bank, the interbank Eurodollar market or the
   position of such Bank in such market; or

        (iii) at any time, that the making or continuance of any Eurodollar
   Loan has become unlawful by compliance by such Bank in good faith with any
   law, governmental rule, regulation, guideline introduced or changed after
   the Effective Date;

then, and in any such event, such Bank (or the Administrative Agent in the case
of clause (i) above) shall (x) on such date and (y) within ten Business Days of
the date on which such event no longer exists give notice (by telephone
confirmed in writing) to the Borrower and to the Administrative Agent of such
determination (which notice the Administrative Agent shall promptly transmit to
each of the other Banks).  Thereafter (x) in the case of clause (i)

                                      -10-

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

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

        (c)  If any Bank shall have determined that after the Effective Date,
the adoption or effectiveness of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by such Bank or any corporation controlling such Bank
with any request or directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank or comparable agency, has
or would have the effect of reducing the rate of return on such Bank's or such
other corporation's capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Bank or such other
corporation could have achieved but for such adoption, effectiveness, change or
compliance (taking into consideration such Bank's or such other corporation's
policies with respect to capital adequacy), then from time to time, within 15
days after demand by such Bank (with a copy to the Administrative Agent), the
Borrower shall pay to such Bank such additional amount or amounts as will

                                      -11-

compensate such Bank or such other corporation for such reduction.  Each Bank,
upon determining in good faith that any additional amounts will be payable
pursuant to this Section 1.10(c), will give prompt written notice thereof to the
Borrower, which notice shall describe the basis for such claim and set forth the
calculation of such additional amounts, although the failure to give any such
notice shall not release or diminish any of the Borrower's obligations to pay
additional amounts pursuant to this Section 1.10(c) upon the subsequent receipt
of such notice.

        1.11  COMPENSATION.  (a)  The Borrower shall compensate each Bank, upon
its written request (which request shall set forth the basis for requesting such
compensation), for all reasonable losses, expenses and liabilities (including,
without limitation, any loss, expense or liability incurred by reason of the
liquidation or reemployment of deposits or other funds required by such Bank to
fund its Eurodollar Loans but excluding in any event the loss of anticipated
profits) which such Bank may sustain:  (i) if for any reason (other than a
default by such Bank or the Administrative Agent) a Borrowing of Eurodollar
Loans does not occur on a date specified therefor in a Notice of Borrowing or
Notice of Conversion (whether or not withdrawn by the Borrower or deemed
withdrawn pursuant to Section 1.10(a)); (ii) if any prepayment, repayment or
conversion of any of its Eurodollar Loans occurs on a date which is not the last
day of an Interest Period applicable thereto; (iii) if any prepayment of any of
its Eurodollar Loans is not made on any date specified in a notice of prepayment
given by the Borrower; or (iv) as a consequence of (x) any other default by the
Borrower to repay its Eurodollar Loans when required by the terms of this
Agreement or (y) an election made pursuant to Section 1.10(b).

        (b)  Notwithstanding anything in this Agreement to the contrary, to the
extent any notice required by Section 1.10, 1.11, 2.06 or 4.04 is given by any
Bank more than 90 days after such Bank obtained, or reasonably should have
obtained, knowledge of the occurrence of the event giving rise to the additional
costs of the type described in such Section, such Bank shall not be entitled to
compensation under Section 1.10, 2.06 or 4.04 for any amounts incurred or
accruing prior to the giving of such notice to the Borrower.

        1.12  CHANGE OF LENDING OFFICE.  Each Bank agrees that, upon the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), 1.10(c), 2.06 or 4.04 with respect to such Bank, it will, if requested by
the Borrower, use reasonable efforts (subject to overall policy considerations
of such Bank) to designate another lending office for any Loans affected by such
event, PROVIDED that such designation is made on such terms that such Bank and
its lending office suffer no material economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event giving
rise to the operation of any such Section.  Nothing in this Section 1.12 shall
affect or postpone any of the obligations of the Borrower or the right of any
Bank provided in Section 1.10, 2.06 or 4.04.

                                      -12-

        1.13  REPLACEMENT OF BANKS.  (x) Upon the occurrence of any event
giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c),
Section 2.06 or Section 4.04 with respect to any Bank which results in such Bank
charging to the Borrower increased costs, (y) if a Bank becomes a Defaulting
Bank and/or (z) in the case of a refusal by a Bank to consent to a proposed
change, waiver, discharge or termination with respect to this Agreement which
has been approved by the Required Banks as provided in Section 12.12(b), the
Borrower shall have the right, if no Default or Event of Default then exists, to
replace such Bank (the "Replaced Bank") with one or more other Eligible
Transferee or Transferees, none of whom shall constitute a Defaulting Bank at
the time of such replacement (collectively, the "Replacement Bank") reasonably
acceptable to the Administrative Agent, PROVIDED that (i) at the time of any
replacement pursuant to this Section 1.13, the Replacement Bank shall enter into
one or more Assignment Agreements pursuant to Section 12.04(b) (and with all
fees payable pursuant to said Section 12.04(b) to be paid by the Replacement
Bank) pursuant to which the Replacement Bank shall acquire all of the
Commitments and outstanding Loans of, and in each case participations in Letters
of Credit by, the Replaced Bank and, in connection therewith, shall pay to (x)
the Replaced Bank in respect thereof an amount equal to the sum of (A) an amount
equal to the principal of, and all accrued interest on, all outstanding Loans of
the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been
funded by (and not reimbursed to) such Replaced Bank, together with all then
unpaid interest with respect thereto at such time and (C) an amount equal to all
accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to
Section 3.01, (y) the Letter of Credit Issuer an amount equal to such Replaced
Bank's RF Percentage of any Unpaid Drawing (which at such time remains an Unpaid
Drawing) to the extent such amount was not theretofore funded by such Replaced
Bank and (z) BTCo, any portion of a Mandatory Borrowing as to which the Replaced
Bank is then in default, and (ii) all obligations of the Borrower owing to the
Replaced Bank (other than those specifically described in clause (i) above in
respect of which the assignment purchase price has been, or is concurrently
being, paid) shall be paid in full to such Replaced Bank concurrently with such
replacement.  Upon the execution of the respective Assignment Agreements, the
payment of amounts referred to in clauses (i) and (ii) above and, if so
requested by the Replacement Bank, delivery to the Replacement Bank of the
appropriate Note or Notes executed by the Borrower, the Replacement Bank shall
become a Bank hereunder and the Replaced Bank shall cease to constitute a Bank
hereunder, except with respect to indemnification provisions applicable to the
Replaced Bank under this Agreement, which shall survive as to such Replaced
Bank.

        SECTION 2.  LETTERS OF CREDIT.

        2.01  LETTERS OF CREDIT.  (a)  Subject to and upon the terms and
conditions herein set forth, the Borrower may request that the Letter of Credit
Issuer at any time and from time to time on or after the Initial Borrowing Date
and prior to the RF Maturity Date issue, for the account of the Borrower and in
support of (x) trade obligations of the

                                      -13-

Borrower and/or its Subsidiaries incurred in the ordinary course of business
and/or (y) such other obligations of the Borrower and/or its Subsidiaries
incurred in the ordinary course of business or otherwise acceptable to the
Administrative Agent and, subject to and upon the terms and conditions herein
set forth, the Letter of Credit Issuer agrees to issue from time to time,
irrevocable letters of credit (payable on a sight basis, in the case of Trade
Letters of Credit) in such form as may be approved by the Letter of Credit
Issuer (each such letter of credit, a "Letter of Credit" and, collectively, the
"Letters of Credit"). All Letters of Credit shall be denominated in Dollars.

        (b)  Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued, the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit) at such time, would
exceed either (x) $5,000,000 or (y) when added to the aggregate principal amount
of all Revolving Loans made by Non-Defaulting Banks and all Swingline Loans then
outstanding, the Adjusted Total Revolving Commitment at such time and (ii) (x)
each Standby Letter of Credit shall have an expiry date occurring not later than
one year after such Letter of Credit's date of issuance, provided that any such
Standby Letter of Credit may be extendable for successive periods of up to 12
months on terms acceptable to the Letter of Credit Issuer and in no event shall
any Standby Letter of Credit have an expiry date occurring later than the
Business Day next preceding the RF Maturity Date and (y) each Trade Letter of
Credit shall have an expiry date occurring no later than the earlier of (a) 365
days after the issuance thereof or (b) 15 days prior to the RF Maturity Date.

        (c)  Notwithstanding the foregoing, in the event a Bank Default exists,
the Letter of Credit Issuer shall not be required to issue any Letter of Credit
unless the Letter of Credit Issuer has entered into arrangements satisfactory to
it and the Borrower to eliminate the Letter of Credit Issuer's risk with respect
to the participation in Letters of Credit of the Defaulting Bank or Banks,
including by cash collateralizing such Defaulting Bank's or Banks' Revolving
Percentage of the Letter of Credit Outstandings.

        (d) Annex XI hereto contains a description of all letters of credit
issued pursuant to the Existing Credit Agreement and outstanding on the
Effective Date.  Each such letter of credit, including any extension or renewal
thereof (each, as amended from time to time in accordance with the terms thereof
and hereof, an "Existing Letter of Credit") shall constitute a "Letter of
Credit" for all purposes of this Agreement, issued, for purposes of Section
2.05(a), on the Initial Borrowing Date.  Any Bank hereunder to the extent it has
issued an Existing Letter of Credit that is to remain outstanding on the
Effective Date shall constitute the "Letter of Credit Issuer" with respect to
such Letter of Credit for all purposes of this Agreement.

                                      -14-

        2.02  MINIMUM INITIAL STATED AMOUNT.  The initial Stated Amount of each
Letter of Credit shall be not less than $50,000 or such lesser amount acceptable
to the Letter of Credit Issuer.

        2.03  LETTER OF CREDIT REQUESTS; NOTICES OF ISSUANCE.  (a)  Whenever it
desires that a Letter of Credit be issued, the Borrower shall give the
Administrative Agent and the Letter of Credit Issuer written notice (including
by way of facsimile transmission) in the form of Exhibit C thereof prior to 1:00
P.M. (New York time) at least three Business Days (or such shorter period as may
be acceptable to the Letter of Credit Issuer) prior to the proposed date of
issuance (which shall be a Business Day) (each, a "Letter of Credit Request"),
which Letter of Credit Request shall include any other documents that the Letter
of Credit Issuer customarily requires in connection therewith.

        (b)  The Letter of Credit Issuer shall, promptly after each issuance of
or amendment to a Standby Letter of Credit by it, give the Administrative Agent,
each RF Bank and the Borrower written notice of such issuance or amendment,
accompanied by a copy to the Administrative Agent of such Standby Letter of
Credit or amendment.

        (c)  Each Letter of Credit Issuer (other than BTCo) shall deliver to
the Administrative Agent, promptly on the first Business Day of each week, by
facsimile transmission, the aggregate daily Stated Amount available to be drawn
under the outstanding Trade Letters of Credit issued by such Letter of Credit
Issuer for the previous week.  The Administrative Agent shall, within 10 days
after the last Business Day of each calendar month, deliver to each Participant
a report setting forth for such period the aggregate daily Stated Amount
available to be drawn under all outstanding Trade Letters of Credit during the
preceding calendar month.

        2.04  AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS.  (a)  The Borrower
hereby agrees to reimburse the Letter of Credit Issuer, by making payment to the
Administrative Agent at the Payment Office, for any payment or disbursement made
by the Letter of Credit Issuer under any Letter of Credit (each such amount so
paid or disbursed until reimbursed, an "Unpaid Drawing") immediately after, and
in any event on the date on which the Borrower is notified by the Letter of
Credit Issuer of such payment or disbursement with interest on the amount so
paid or disbursed by the Letter of Credit Issuer, to the extent not reimbursed
prior to 3:00 P.M. (New York time) on the date of such payment or disbursement,
from and including the date paid or disbursed to but not including the date the
Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall
be the Base Rate plus the Applicable Base Rate Margin as in effect from time to
time (plus an additional 2% per annum if not reimbursed by the third Business
Day after the date of such notice of payment or disbursement), such interest
also to be payable on demand.

                                      -15-

        (b)  The Borrower's obligation under this Section 2.04 to reimburse the
Letter of Credit Issuer with respect to Unpaid Drawings (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which the Borrower may have or have had against the Letter of Credit Issuer, the
Administrative Agent or any Bank, including, without limitation, any defense
based upon the failure of any drawing under a Letter of Credit to conform
substantially to the terms of the Letter of Credit or any non-application or
misapplication by the beneficiary of the proceeds of such drawing; PROVIDED,
HOWEVER, that the Borrower shall not be obligated to reimburse the Letter of
Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under
a Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of the Letter of Credit Issuer as
determined by a court of competent jurisdiction.

        2.05  LETTER OF CREDIT PARTICIPATIONS.  (a)  Immediately upon the
issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of
Credit Issuer shall be deemed to have sold and transferred to each other RF
Bank, and each such RF Bank (each, a "Participant") shall be deemed irrevocably
and unconditionally to have purchased and received from such Letter of Credit
Issuer, without recourse or warranty, an undivided interest and participation,
to the extent of such Participant's Adjusted RF Percentage, in such Letter of
Credit, each substitute letter of credit, each drawing made thereunder and the
obligations of the Borrower under this Agreement with respect thereto (although
the Letter of Credit Fee shall be payable directly to the Administrative Agent
for the account of the RF Banks as provided in Section 3.01(b) and the
Participants shall have no right to receive any portion of any Facing Fees) and
any security therefor or guaranty pertaining thereto.  Upon any change in the
Revolving Commitments or Adjusted RF Percentages of the RF Banks pursuant to
Section 1.13 and/or 12.04(b) or upon a Bank Default, it is hereby agreed that,
with respect to all outstanding Letters of Credit and Unpaid Drawings, there
shall be an automatic adjustment to the participations pursuant to this Section
2.05 to reflect the new Adjusted RF Percentages of the assigning and assignee RF
Bank or of all RF Banks, as the case may be.

        (b)  In determining whether to pay under any Letter of Credit, the
Letter of Credit Issuer shall not have any obligation relative to the
Participants other than to determine that any documents required to be delivered
under such Letter of Credit have been delivered and that they substantially
comply on their face with the requirements of such Letter of Credit.  Any action
taken or omitted to be taken by the Letter of Credit Issuer under or in
connection with any Letter of Credit if taken or omitted in the absence of gross
negligence or willful misconduct, shall not create for the Letter of Credit
Issuer any resulting liability.

        (c)  In the event that the Letter of Credit Issuer makes any payment
under any Letter of Credit and the Borrower shall not have reimbursed such
amount in full to the

                                      -16-

Letter of Credit Issuer pursuant to Section 2.04(a), the Letter of Credit Issuer
shall promptly notify the Administrative Agent, and the Administrative Agent
shall promptly notify each Participant of such failure, and each Participant
shall promptly and unconditionally pay to the Administrative Agent for the
account of the Letter of Credit Issuer, the amount of such Participant's
Adjusted RF Percentage of such payment in U.S. dollars and in same day funds;
PROVIDED, HOWEVER, that no Participant shall be obligated to pay to the
Administrative Agent its Adjusted RF Percentage of such unreimbursed amount for
any wrongful payment made by the Letter of Credit Issuer under a Letter of
Credit as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of the Letter of Credit Issuer.  If the Administrative
Agent so notifies any Participant required to fund an Unpaid Drawing under a
Letter of Credit prior to 11:00 A.M. (New York time) on any Business Day, such
Participant shall make available to the Administrative Agent for the account of
the Letter of Credit Issuer such Participant's Adjusted RF Percentage of the
amount of such payment on such Business Day in same day funds.  If and to the
extent such Participant shall not have so made its Adjusted RF Percentage of the
amount of such Unpaid Drawing available to the Administrative Agent for the
account of the Letter of Credit Issuer, such Participant agrees to pay to the
Administrative Agent for the account of the Letter of Credit Issuer, forthwith
on demand such amount, together with interest thereon, for each day from such
date until the date such amount is paid to the Administrative Agent for the
account of the Letter of Credit Issuer at the overnight Federal Funds Effective
Rate.  The failure of any Participant to make available to the Administrative
Agent for the account of the Letter of Credit Issuer its Adjusted RF Percentage
of any Unpaid Drawing under any Letter of Credit shall not relieve any other
Participant of its obligation hereunder to make available to the Administrative
Agent for the account of the Letter of Credit Issuer its Adjusted RF Percentage
of any payment under any Letter of Credit on the date required, as specified
above, but no Participant shall be responsible for the failure of any other
Participant to make available to the Administrative Agent for the account of the
Letter of Credit Issuer such other Participant's Adjusted RF Percentage of any
such payment.

        (d)  Whenever the Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of the Letter of Credit Issuer any payments from the Participants
pursuant to clause (c) above, the Letter of Credit Issuer shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Participant which has paid its Adjusted RF Percentage thereof, in U.S. dollars
and in same day funds, an amount equal to such Participant's Adjusted RF
Percentage of the principal amount thereof and interest thereon accruing at the
overnight Federal Funds Effective Rate after the purchase of the respective
participations.

        (e)  The obligations of the Participants to make payments to the
Administrative Agent for the account of the Letter of Credit Issuer with respect
to Letters of Credit shall be irrevocable and not subject to counterclaim,
set-off or other defense or any other qualification or exception whatsoever
(PROVIDED that no Participant shall be required

                                      -17-

to make payments resulting from the Administrative Agent's gross negligence or
willful misconduct) and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:

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

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

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

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

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

        (f)  To the extent the Letter of Credit Issuer is not indemnified by
the Borrower, the Participants will reimburse and indemnify the Letter of Credit
Issuer, in proportion to their respective Adjusted RF Percentages, for and
against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements of whatsoever kind
or nature which may be imposed on, asserted against or incurred by the Letter of
Credit Issuer in performing its respective duties in any way relating to or
arising out of its issuance of Letters of Credit; PROVIDED that no Participants
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Letter of Credit Issuer's gross negligence or willful
misconduct.

        2.06  INCREASED COSTS.  If at any time after the Effective Date, the
adoption or effectiveness of any applicable law, rule or regulation, or any
change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by the Letter of Credit
Issuer or any Participant with any request or directive

                                      -18-

(whether or not having the force of law) by any such authority, central bank or
comparable agency shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by the Letter of Credit Issuer or such Participant's participation
therein, or (ii) shall impose on the Letter of Credit Issuer or any Participant
any other conditions affecting this Agreement, any Letter of Credit or such
Participant's participation therein; and the result of any of the foregoing is
to increase the cost to the Letter of Credit Issuer or such Participant of
issuing, maintaining or participating in any Letter of Credit, or to reduce the
amount of any sum received or receivable by the Letter of Credit Issuer or such
Participant hereunder (other than any increased cost or reduction in the amount
received or receivable resulting from the imposition of or a change in the rate
of taxes or similar charges), then, upon demand to the Borrower by the Letter of
Credit Issuer or such Participant (a copy of which notice shall be sent by the
Letter of Credit Issuer or such Participant to the Administrative Agent), the
Borrower shall pay to the Letter of Credit Issuer or such Participant such
additional amount or amounts as will compensate the Letter of Credit Issuer or
such Participant for such increased cost or reduction.  A certificate submitted
to the Borrower by the Letter of Credit Issuer or such Participant, as the case
may be (a copy of which certificate shall be sent by the Letter of Credit Issuer
or such Participant to the Administrative Agent), setting forth the basis for
the determination of such additional amount or amounts necessary to compensate
the Letter of Credit Issuer or such Participant as aforesaid shall be conclusive
and binding on the Borrower absent manifest error, although the failure to
deliver any such certificate shall not release or diminish any of the Borrower's
obligations to pay additional amounts pursuant to this Section 2.06 upon the
subsequent receipt thereof.

        SECTION 3.  FEES; COMMITMENTS.

        3.01  FEES.  (a)  The Borrower agrees to pay to the Agent a commitment
commission ("Commitment Commission") for the account of each Non-Defaulting Bank
with a Revolving Commitment for the period from and including the Initial
Borrowing Date to but not including the date upon which the Total Revolving
Commitment has been terminated, computed at a rate for each day equal to 1/2 of
1% per annum on such Bank's Unutilized Revolving Commitment on such day.  Such
Commitment Commission shall be due and payable in arrears on the last Business
Day of each March, June, September and December (commencing March 31, 1997) and
on the date upon which the Total Revolving Commitment is terminated.

        (b)  The Borrower agrees to pay to the Administrative Agent, for the
account of each Non-Defaulting Bank, PRO RATA on the basis of their respective
Adjusted RF Percentages, a fee in respect of each Letter of Credit (the "Letter
of Credit Fee") computed for each day at a per annum rate equal to (x) in the
case of a Standby Letter of Credit, the Applicable Eurodollar Margin for such
day multiplied by the then daily Stated Amount of such Standby Letter of Credit
and (y) in the case of a Trade Letter of Credit, 1.25% on the

                                      -19-

then daily Stated Amount of such Trade Letter of Credit.  Accrued Letter of
Credit Fees shall be due and payable quarterly in arrears on the last Business
Day of each March, June, September and December of each year (commencing March
31, 1997) and on the date upon which the Total Revolving Commitment is
terminated.

        (c)  The Borrower agrees to pay to the Letter of Credit Issuer a fee in
respect of each Letter of Credit (the "Facing Fee") computed for each day at the
rate of 1/4 of 1% per annum on the then Stated Amount of such Letter of Credit,
PROVIDED that in no event shall the annual Facing Fee be less than $500.
Accrued Facing Fees shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December of each year
(commencing March 31, 1997) and on the date upon which the Total Revolving
Commitment is terminated.

        (d)  The Borrower agrees to pay directly to the Letter of Credit Issuer
upon each issuance of, payment under, and/or amendment of, a Letter of Credit
such amount as shall at the time of such issuance, payment or amendment be the
administrative charge which the Letter of Credit Issuer is customarily charging
for issuances of, payments under or amendments of, letters of credit issued by
it.

        (e)  The Borrower shall pay to (x) each Agent on the Initial Borrowing
Date, for its own account and/or for distribution to the Banks, such fees as
heretofore agreed by the Borrower and the Agents and (y) the Administrative
Agent, for its own account, such other fees as agreed to between the Borrower
and the Administrative Agent, when and as due.

        (f)  All computations of Fees shall be made in accordance with Section
12.07(b).

AT      3.02  VOLUNTARY REDUCTION OF COMMITMENTS.  Upon at least one Business
Day's prior written notice (or telephonic notice confirmed in writing) to the
Administrative Agent at its Notice Office (which notice shall be deemed to be
given on a certain day only if given before 11:00 A.M. (New York time) on such
day and shall be promptly transmitted by the Administrative Agent to each of the
Banks), the Borrower shall have the right, without premium or penalty, to
terminate or partially reduce the Total Unutilized Revolving Commitment,
PROVIDED that (x) any such termination shall apply to proportionately and
permanently reduce the Revolving Commitment of each Bank, (y) no such reduction
shall reduce any Non-Defaulting Bank's Revolving Commitment to an amount that is
less than the outstanding Revolving Loans of such Bank and (z) any partial
reduction pursuant to this Section 3.02 shall be in the amount of at least
$1,000,000.

        3.03  MANDATORY ADJUSTMENTS OF COMMITMENTS, ETC.  (a)  The Total
Commitment (and the A Term Commitment, B Term Commitment and Revolving
Commitment of

                                      -20-

each Bank) shall terminate in its entirety on the Expiration Date unless the
Initial Borrowing Date has occurred on or before such date.

        (b)  Each of the Total A Term Commitment and Total B Term Commitment
shall terminate in its entirety on the Initial Borrowing Date (after giving
effect to the making of A Term Loans and B Term Loans on such date).

        (c)  The Total Revolving Commitment shall terminate in its entirety on
the earlier of (i) the RF Maturity Date and (ii) the date on which any Change of
Control occurs.

        (d)  The Total Revolving Commitment shall be reduced on each of the
dates set forth below in the aggregate amount specified opposite such date
(each, a "Scheduled Reduction").

                       Date                          Amount
                       -----                         -------

                       November 13, 2000             $ 5,000,000
                       November 13, 2001             $10,000,000

        (e)  On each date upon which a mandatory repayment of Term Loans
pursuant to Section 4.02(A)(c), (d), (e), (f), (g) or (h) is required (and
exceeds in amount the aggregate principal amount of Term Loans then outstanding)
or would be required if Term Loans were then outstanding, the Total Revolving
Commitment shall be permanently reduced by the amount, if any, by which the
amount required to be applied pursuant to said Section (determined as if an
unlimited amount of Term Loans were actually outstanding) exceeds the aggregate
principal amount of Term Loans then outstanding.

        (f)  Each partial reduction of the Total Revolving Commitment pursuant
to this Section 3.03 shall apply proportionately to the Revolving Commitment of
each Bank.

        SECTION 4.  PAYMENTS.

        4.01  VOLUNTARY PREPAYMENTS.  The Borrower shall have the right to
prepay Loans in whole or in part, without premium or penalty, from time to time
on the following terms and conditions:  (i) the Borrower shall give the
Administrative Agent at the Payment Office written notice (or telephonic notice
promptly confirmed in writing) of its intent to prepay the Loans, whether such
Loans are A Term Loans, B Term Loans, Revolving Loans (and, if so, whether
Acquisition Loans or Working Capital Loans) or Swingline Loans, the amount of
such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s)
pursuant to which made, which notice shall be given by the Borrower at least one
Business Day prior to the date of such prepayment with respect to Base Rate
Loans (other than Swingline Loans, with respect to which notice shall be given
by the Borrower on the day

                                      -21-

of prepayment) and at least two Business Days prior to the date of such
prepayment with respect to Eurodollar Loans, which notice shall promptly be
transmitted by the Administrative Agent to each of the Banks; (ii) (x) each
partial prepayment of any Borrowing (other than a Borrowing of Swingline Loans)
shall be in an aggregate principal amount of at least $500,000 and (y) each
partial prepayment of any Borrowing of Swingline Loans shall be in an aggregate
principal amount of at least $50,000, PROVIDED that no partial prepayment of
Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate
principal amount of the Loans outstanding pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount applicable thereto; (iii) at the
time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any
date other than the last day of the Interest Period applicable thereto, the
Borrower shall pay the amounts required pursuant to Section 1.11; (iv) each
prepayment in respect of any Loans made pursuant to a Borrowing shall be applied
PRO RATA among such Loans, PROVIDED, that at the Borrower's election in
connection with any prepayment of Revolving Loans pursuant to this Section 4.01,
such prepayment shall not be applied to any Revolving Loans of a Defaulting
Bank; and (v) each prepayment of Term Loans pursuant to this Section 4.01 shall
be applied to A Term Loans (in an amount equal to the A TF Percentage of such
prepayment) and B Term Loans (in an amount equal to the B TF Percentage of such
prepayment) and shall reduce the remaining Scheduled Repayments of each of the A
Term Loans and the B Term Loans in direct order of maturity.

        4.02  MANDATORY PREPAYMENTS.

        (A)  REQUIREMENTS:

        (a)  (i) If on any date the sum of the aggregate outstanding principal
amount of Revolving Loans made by Non-Defaulting Banks, Swingline Loans and the
Letter of Credit Outstandings, exceeds the Adjusted Total Revolving Commitment
as then in effect, the Borrower shall repay on such date the principal of
Swingline Loans, and if no Swingline Loans are or remain outstanding, Revolving
Loans of Non-Defaulting Banks, in an aggregate amount equal to such excess.  If,
after giving effect to the repayment of all outstanding Swingline Loans and
Revolving Loans of Non-Defaulting Banks, the aggregate amount of Letter of
Credit Outstandings exceeds the Adjusted Total Revolving Commitment then in
effect, the Borrower shall pay to the Administrative Agent an amount in cash
and/or Cash Equivalents equal to such excess (up to the aggregate amount of the
Letter of Credit Outstandings at such time) and the Administrative Agent shall
hold such payment as security for the obligations of the Borrower hereunder
pursuant to a cash collateral agreement to be entered into in form and substance
reasonably satisfactory to the Administrative Agent (which shall permit certain
investments in Cash Equivalents reasonably satisfactory to the Administrative
Agent, until the proceeds are applied to the secured obligations or until all
Letters of Credit so secured expire undrawn, at which time such amount shall be
returned

                                      -22-

to the Borrower).  In addition, if on any date (after giving effect to any other
payments on such date) the aggregate outstanding principal amount of Acquisition
Loans exceeds the Acquisition Sublimit in effect, the Borrower shall repay on
such date that principal amount of Acquisition Loans in an aggregate amount
equal to such excess.

          (ii)  If on any date the aggregate outstanding principal amount of
the Revolving Loans made by a Defaulting Bank exceeds the Revolving Commitment
of such Defaulting Bank, the Borrower shall repay principal of Revolving Loans
of such Defaulting Bank in an amount equal to such excess.

        (b) (i)  On the last Business Day of each fiscal quarter of Holdings
ending closest to each date set forth below, the Borrower shall be required to
repay the principal amount of A Term Loans set forth opposite such date (each
such repayment, together with each repayment of B Term Loans required by clause
(b)(ii) below, as the same may be reduced as provided in Sections 4.01 and
4.02(B), a "Scheduled Repayment"):

                     Date                             Amount
                     ----                             ------

                    March 31, 1997                   $86,250
                    June 30, 1997                    $86,250
                    September 30, 1997              $230,000
                    December 31, 1997               $172,500

                    March 31, 1998                  $262,500
                    June 30, 1998                   $262,500
                    September 30, 1998              $700,000
                    December 31, 1998               $525,000

                    March 31, 1999                  $525,000
                    June 30, 1999                   $525,000
                    September 30, 1999            $1,400,000
                    December 31, 1999             $1,050,000

                    March 31, 2000                  $825,000
                    June 30, 2000                   $825,000
                    September 30, 2000            $2,200,000
                    December 31, 2000             $1,650,000

                    March 31, 2001                  $866,250
                    June 30, 2001                   $866,250
                    September 30, 2001            $2,310,000
                    December 31, 2001             $1,732,500

                                      -23-

                    Date                             Amount
                    ----                             ------

                    March 31, 2002                $1,450,000
                    A TF Maturity Date            $1,450,000

          (ii)  On the last Business Day of each fiscal quarter of Holdings
ending closest to each date set forth below, the Borrower shall be required to
repay the principal amount of B Term Loans as set forth opposite such date:

                     Date                             Amount
                     ----                             ------

                    March 31, 1997                   $62,500
                    June 30, 1997                    $62,500
                    September 30, 1997               $62,500
                    December 31, 1997                $62,500

                    March 31, 1998                   $62,500
                    June 30, 1998                    $62,500
                    September 30, 1998               $62,500
                    December 31, 1998                $62,500

                    March 31, 1999                   $62,500
                    June 30, 1999                    $62,500
                    September 30, 1999               $62,500
                    December 31, 1999                $62,500

                    March 31, 2000                   $62,500
                    June 30, 2000                    $62,500
                    September 30, 2000               $62,500
                    December 31, 2000                $62,500

                    March 31, 2001                   $62,500
                    June 30, 2001                    $62,500
                    September 30, 2001               $62,500
                    December 31, 2001                $62,500

                    March 31, 2002                   $62,500
                    June 30, 2002                    $62,500
                    September 30, 2002            $3,000,000
                    December 31, 2002             $2,125,000

                                      -24-

                    Date                             Amount
                    ----                             ------

                    March 31, 2003                $1,725,000
                    June 30, 2003                 $1,725,000
                    September 30, 2003            $4,600,000
                    December 31, 2003             $3,450,000

                    March 31, 2004                $3,500,000
                    B TF Maturity Date            $3,500,000

        (c)  On the fifth Business Day following the date of receipt thereof by
Holdings and/or any of its Subsidiaries of the Cash Proceeds from any Asset
Sale, an amount equal to 100% of the Net Cash Proceeds from such Asset Sale
shall be applied as a mandatory repayment of principal of the then outstanding
Term Loans, PROVIDED that up to an aggregate of $3,000,000 of the Net Cash
Proceeds from Asset Sales shall not be required to be used to so repay Term
Loans to the extent the Borrower elects, as hereinafter provided, to cause such
Net Cash Proceeds to be reinvested in Reinvestment Assets (a "Reinvestment
Election").  The Borrower may exercise its Reinvestment Election (within the
parameters specified in the preceding sentence) with respect to an Asset Sale if
(x) no Default or Event of Default exists and (y) the Borrower delivers a
Reinvestment Notice to the Administrative Agent no later than five Business Days
following the date of the consummation of the respective Asset Sale, with such
Reinvestment Election being effective with respect to the Net Cash Proceeds of
such Asset Sale equal to the Anticipated Reinvestment Amount specified in such
Reinvestment Notice.

        (d)  On the date of the receipt thereof by Holdings and/or any of its
Subsidiaries, an amount equal to 100% of the proceeds (net of underwriting
discounts and commissions and other reasonable costs associated therewith) of
the incurrence of Indebtedness by Holdings or any of its Subsidiaries (other
than Indebtedness permitted by Section 8.04 as in effect on the Effective Date),
shall be applied as a mandatory repayment of principal of the then outstanding
Term Loans.

        (e)  On the date of the receipt thereof by Holdings and/or any of its
Subsidiaries, an amount equal to 100% of the proceeds (net of underwriting
discounts and commissions and other reasonable costs associated therewith) of
any sale or issuance of its equity or any equity contribution (other than equity
issued to management and other employees of Holdings and its Subsidiaries as
provided for in Section 8.09(a)(ii) and in connection with the Equity Financing)
and 100% of any amount of cash received by the Borrower in connection with any
capital contributions shall be applied as a mandatory repayment of principal of
the then outstanding Term Loans.

                                      -25-

        (f)  On each date which is 90 days after the last day of each fiscal
year of Holdings (commencing with the fiscal year ending on December 31, 1997),
75% of Excess Cash Flow for the fiscal year then last ended (or 50% if the
Leverage Ratio as of the last day of such fiscal year was 4.0:1 or less) (or in
the case of the first payment to be made hereunder, the period commencing on the
Initial Borrowing Date and ending December 31, 1997) shall be applied as a
mandatory repayment of principal of the then outstanding Term Loans.

        (g)  On the Reinvestment Prepayment Date with respect to a Reinvestment
Election, an amount equal to the Reinvestment Prepayment Amount, if any, for
such Reinvestment Election shall be applied as a repayment of the principal
amount of the then outstanding Term Loans.

        (h)  Notwithstanding anything to the contrary contained elsewhere in
this Agreement, to the extent not theretofore repaid pursuant to the provisions
of this Agreement, (i) all then outstanding Swingline Loans shall be repaid in
full on the Swingline Expiry Date and (ii) all outstanding Revolving Loans shall
be repaid in full on the RF Maturity Date.

        (i)  On the date on which any Change of Control occurs, the outstanding
principal amount of the Term Loans, if any, shall become due and payable in
full.

        (B)  APPLICATION:

        (a)  Each mandatory repayment of Term Loans required to be made
pursuant to Section 4.02(A) (other than pursuant to clause (b) thereof) shall be
applied (x) to the A Term Loans in an amount equal to the A TF Percentage of
such prepayment and to the B Term Loans in an amount equal to the B TF
Percentage of such prepayment and (y) to reduce the then remaining Scheduled
Repayments of the respective Facility on a PRO RATA basis (based upon the then
remaining Scheduled Repayments of the respective Facility).

        (b)  With respect to each prepayment of Loans required by Section 4.02,
the Borrower may designate the Types of Loans which are to be prepaid and the

specific Borrowing(s) under the affected Facility pursuant to which made,
PROVIDED that (i) Eurodollar Loans may so be designated for prepayment pursuant
to this Section 4.02 only on the last day of an Interest Period applicable
thereto unless all Eurodollar Loans made pursuant to such Facility with Interest
Periods ending on such date of required prepayment and all Base Rate Loans made
pursuant to such Facility have been paid in full; (ii) if any prepayment of
Eurodollar Loans made pursuant to a single Borrowing shall reduce the
outstanding Loans made pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately
converted into Base Rate Loans; (iii) each prepayment of any Revolving Loans
made by Non-Defaulting Banks pursuant to a Borrowing shall be applied PRO RATA
among such Revolving Loans; and (iv) each

                                      -26-

prepayment of any Revolving Loans made by Defaulting Banks pursuant to a
Borrowing shall be applied PRO RATA among such Revolving Loans.  In the absence
of a designation by the Borrower as described in the preceding sentence, the
Administrative Agent shall, subject to the above, make such designation in its
sole discretion with a view, but no obligation, to minimize breakage costs owing
under Section 1.11.

        4.03  METHOD AND PLACE OF PAYMENT.  Except as otherwise specifically
provided herein, all payments under this Agreement shall be made to the
Administrative Agent for the ratable (based on its PRO RATA share) account of
the Banks entitled thereto, not later than 1:00 P.M. (New York time) on the date
when due and shall be made in immediately available funds and in lawful money of
the United States of America at the Payment Office, it being understood that
written notice by the Borrower to the Administrative Agent to make a payment
from the funds in the Borrower's account at the Payment Office shall constitute
the making of such payment to the extent of such funds held in such account.
Any payments under this Agreement which are made later than 1:00 P.M. (New York
time) shall be deemed to have been made on the next succeeding Business Day.
Whenever any payment to be made hereunder shall be stated to be due on a day
which is not a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
shall be payable during such extension at the applicable rate in effect
immediately prior to such extension.

        4.04  NET PAYMENTS.  (a)  All payments made by the Borrower hereunder
or under any Note will be made without setoff, counterclaim or other defense.
Except as provided in Section 4.04(b), all such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein with respect to such payments (but
excluding, with respect to the Administrative Agent or any Bank, except as
provided in the second succeeding sentence, any tax imposed on or measured by
the net income or net profits of the Administrative Agent or a Bank pursuant to
the laws of the jurisdiction in which it is organized or the jurisdiction in
which the principal office is located, or in the case of any Bank, the
applicable lending office of such Bank is located or any subdivision thereof or
therein) and all interest, penalties or similar liabilities with respect to such
non-excluded taxes, levies, imposts, duties, fees, assessments or other charges
(all such non-excluded taxes, levies, imposts, duties, fees, assessments or
other charges being referred to collectively as "Taxes").  If any Taxes are so
levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and
such additional amounts as may be necessary so that every payment of all amounts
due under this Agreement or under any Note, after withholding or deduction for
or on account of any Taxes, will not be less than the amount provided for herein
or in such Note.  The Borrower will furnish to the Administrative Agent within
45 days after the date the payment of any Taxes is due pursuant to applicable
law certified copies of tax receipts evidencing such payment by the

                                      -27-

Borrower.  The Borrower agrees to indemnify and hold harmless and reimburse the
Administrative Agent and each Bank upon its written request, for the amount of
any Taxes so levied or imposed and paid by the Administrative Agent or Bank, as
the case may be.

        (b)  Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for Federal income tax purposes
agrees to deliver to the Borrower and the Administrative Agent on or prior to
the Effective Date, or in the case of a Bank that is an assignee or transferee
of an interest under this Agreement pursuant to Section 1.13 or 12.04 (unless
the respective Bank was already a Bank hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Bank, (i) two accurate and complete original signed copies of Internal Revenue
Service Form 4224 or 1001 (or successor forms) certifying to such Bank's
entitlement to a complete exemption from United States withholding tax with
respect to payments to be made under this Agreement and under any Note, or (ii)
if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code and cannot deliver either Internal Revenue Service Form 1001 or 4224
pursuant to clause (i) above, (x) a certificate substantially in the form of
Exhibit D (any such certificate, a "Section 4.04 Certificate") and (y) two
accurate and complete original signed copies of Internal Revenue Service Form
W-8 (or successor form) certifying to such Bank's entitlement to a complete
exemption from United States withholding tax with respect to payments of
interest to be made under this Agreement and under any Note.  In addition, each
such Bank agrees that, from time to time after the Effective Date, when a lapse
in time or change in circumstances renders the previous certification obsolete
or inaccurate in any material respect, it will deliver to the Borrower and the
Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form 4224 or 1001, or Form W-8 and a Section 4.04
Certificate, as the case may be, and such other forms as may be required in
order to confirm or establish the entitlement of such Bank to a continued
exemption from or reduction in United States withholding tax with respect to
payments under this Agreement and any Note, or it shall immediately notify the
Borrower and the Administrative Agent of its inability to deliver any such Form
or Certificate in which case such Bank shall not be required to deliver any such
Form or Certificate pursuant to this Section 4.04(b).  Notwithstanding anything
to the contrary contained in Section 4.04(a), but subject to Section 12.04(b)
and the immediately succeeding sentence, (x) the Borrower shall be entitled, to
the extent it is required to do so by law, to deduct or withhold income or
similar taxes imposed by the United States from interest, fees or other amounts
payable hereunder for the account of any Bank which is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) for Federal
income tax purposes to the extent that such Bank has not provided to the
Borrower Internal Revenue Service Forms that establish a complete exemption from
such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section 4.04(a) hereof to gross-up payments to be made to any such
Bank in respect of income or similar taxes imposed by the United States if (I)
such Bank has not provided to the Borrower the Internal Revenue Service Forms
required to be provided to the Borrower

                                      -28-

pursuant to this Section 4.04(b) or (II) in the case of a payment, other than
interest, to a Bank described in clause (ii) of the last sentence of this
Section 4.04(b) above, to the extent that such Forms do not establish a complete
exemption from withholding of such taxes.  Notwithstanding anything to the
contrary contained in the preceding sentence or elsewhere in this Section 4.04
and except as set forth in Section 12.04(b), the Borrower agrees to pay
additional amounts and to indemnify each Bank in the manner set forth in Section
4.04(a) (without regard to the identity of the jurisdiction requiring the
deduction or withholding) in respect of any Taxes deducted or withheld by it as
described in the immediately preceding sentence as a result of any changes after
the Effective Date in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the interpretation thereof, relating to the deducting
or withholding of such Taxes.

        (c)  If the Borrower pays any additional amount under this Section 4.04
to a Bank and such Bank determines in its sole discretion that it has actually
received or realized in connection therewith any refund or any reduction of, or
credit against, its Tax liabilities in or with respect to the taxable year in
which the additional amount is paid, such Bank shall pay to the Borrower an
amount that the Bank shall, in its sole discretion, determine is equal to the
net benefit, after tax, which was obtained by the Bank in such year as a
consequence of such refund, reduction or credit.

        SECTION 5.  CONDITIONS PRECEDENT.

        5.01  CONDITIONS PRECEDENT TO INITIAL BORROWING DATE.  The obligation
of the Banks to make Loans, and of the Letter of Credit Issuer to issue Letters
of Credit, on the Initial Borrowing Date is subject to the satisfaction of each
of the following conditions at such time:

        (a)  EFFECTIVENESS; NOTES.  On or prior to the Initial Borrowing Date,
(i) the Effective Date shall have occurred and (ii) there shall have been
delivered to the Administrative Agent for the account of each Bank the
appropriate Note or Notes executed by the Borrower, in each case, in the amount,
maturity and as otherwise provided herein.

        (b)  OPINIONS OF COUNSEL.  On the Initial Borrowing Date, the
Administrative Agent shall have received opinions, addressed to each Agent and
each of the Banks and dated the Initial Borrowing Date, from (i) Simpson,
Thacher and Bartlett, special New York counsel to the Credit Parties, which
opinion shall cover the matters contained in Exhibit E-1 hereto, (ii) Hinckley,
Allen & Snyder, special Rhode Island counsel to Acquisition Corp., AMTROL and
the Subsidiaries of AMTROL, which opinion shall cover the matters contained in
Exhibit E-2 hereto, (iii) White & Case, special counsel to the Agents, which
opinion shall cover the matters contained in Exhibit E-3 hereto and (iv) such
local counsel, if any, reasonably satisfactory to the Agents as the Agents may
request, which opinions shall cover the perfection of the security interests
granted pursuant to the Security Documents and

                                      -29-

such other matters incident to the transactions contemplated herein as the
Agents may reasonably request and shall be in form and substance satisfactory to
the Agents.

        (c)  CORPORATE PROCEEDINGS.  (I)  On the Initial Borrowing Date, the 
Administrative Agent shall have received from each Credit Party a 
certificate, dated the Initial Borrowing Date, signed by the President or any 
Vice-President of each such Credit Party in the form of Exhibit F with 
appropriate insertions and deletions, together with (x) copies of the 
certificate of incorporation, by-laws or other organizational documents of 
each such Credit Party, (y) the resolutions, or such other administrative 
approval, of each such Credit Party referred to in such certificate and all 
of the foregoing (including each such certificate of incorporation and 
by-laws) shall be reasonably satisfactory to the Agents and (z) in the case 
of the certificate from the Borrower, a statement that all of the applicable 
conditions set forth in Sections 5.01(g), (h) and (i) and 5.02 exist as of 
such date.

        (II)  On the Initial Borrowing Date, all corporate and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Documents shall be
reasonably satisfactory in form and substance to the Agents, and the
Administrative Agent shall have received all information and copies of all
certificates, documents and papers, including good standing certificates and any
other records of corporate proceedings and governmental approvals, if any, which
the Agents may have reasonably requested in connection therewith, such documents
and papers, where appropriate, to be certified by proper corporate or
governmental authorities.

        (d)  PLANS; ETC.  On or prior to the Initial Borrowing Date, there
shall have been made available to the Administrative Agent true and correct
copies of:

        (i)  any Plans of Holdings or any of its Subsidiaries, and for each
   such Plan the most recently completed actuarial valuation prepared therefor
   by such Plan's regular enrolled actuary and the Schedule B (Actuarial
   Information) to the most recent annual report (Form 5500 Series) for each
   Plan most recently filed with the Internal Revenue Service;

        (ii) any collective bargaining agreements or any other similar
   agreement or arrangements covering the employees of Holdings or any of its
   Subsidiaries (collectively, the "Collective Bargaining Agreements");

         (iii)    all agreements evidencing or relating to the Existing
   Indebtedness (the "Existing Indebtedness Agreements");

        (iv) all agreements entered into by Holdings or the Borrower governing
   the terms and relative rights of its capital stock (collectively, the
   "Shareholders' Agreements");

                                      -30-

        (v)  any material agreement with respect to the management of Holdings
   or any of its Subsidiaries (collectively, the "Management Agreements");

        (vi) any material employment agreements entered into by Holdings or any
   of its Subsidiaries (collectively, the "Employment Agreements"); and

        (vii)     any tax sharing, tax allocation and other similar agreements
   entered into by Holdings and/or any of its Subsidiaries (collectively, the
   "Tax Sharing Agreements");

all of which shall be in form and substance reasonably satisfactory to the
Agents and shall be in full force and effect on the Initial Borrowing Date.

        (e)  ADVERSE CHANGE, ETC.  From December 31, 1995 to the Initial
Borrowing Date, nothing shall have occurred (and neither the Banks nor the
Agents shall have become aware of any facts or conditions not previously known)
which either Agent or the Required Banks shall determine (a) has, or is
reasonably likely to have, a material adverse effect on the rights or remedies
of the Banks or the Agents hereunder or under any other Credit Document, or on
the ability of the Credit Parties to perform their obligations to them, or (b)
has, or is reasonably likely to have, a Material Adverse Effect.

        (f)  LITIGATION.  On the Initial Borrowing Date, there shall be no
actions, suits or proceedings pending or threatened (a) with respect to the
Transaction, this Agreement or any other Document or (b) which either Agent or
the Required Banks shall determine could reasonably be expected to (i) have a
Material Adverse Effect or (ii) have a material adverse effect on the rights or
remedies of the Banks or the Agents hereunder or under any other Credit Document
or on the ability of any Credit Party to perform its respective obligations to
the Banks or the Agents hereunder or under any other Credit Document.

        (g)  APPROVALS.  On the Initial Borrowing Date, all material necessary
governmental and third party approvals in connection with the transactions
contemplated by the Credit Documents and the other Documents and otherwise
referred to herein or therein shall have been obtained and remain in effect, and
all applicable waiting periods shall have expired without any action being taken
by any competent authority which restrains or prevents such transactions or
imposes, in the reasonable judgment of the Required Banks or either Agent,
materially adverse conditions upon the consummation of such transactions.

        (h)  CAPITALIZATION.  (I)  On or prior to the Initial Borrowing Date,
(i) Cypress and its Affiliates and the Management Investors shall have
contributed at least $68.0 million in cash to Holdings as a common equity
contribution, (ii) Holdings shall have contributed the full amount received by
it pursuant to preceding clause (i) to the capital of the Borrower as a common
equity contribution, (iii) the Borrower shall have utilized the full amount of

                                      -31-

such cash contribution to make payments owing in connection with the Transaction
prior to, or concurrently with, the utilization of any proceeds of Loans for
such purpose and (iv) the amount of such cash contribution, when aggregated with
the cash proceeds of the issuance or incurrence of the Senior Subordinated
Notes, the Term Loans, cash on hand at AMTROL and up to $5,000,000 of Revolving
Loan, shall be sufficient to consummate the Merger, to pay all fees and expenses
arising in connection with the Transaction and to effect the Option
Cancellation.

        (II)  On or prior to the Initial Borrowing Date, (i) the Borrower shall
have received gross cash proceeds of at least $115,000,000 from the issuance by
the Borrower of the Senior Subordinated Notes and (ii) the Borrower shall have
utilized the full amount of such cash proceeds to make payments owing in
connection with the Transaction prior to, or concurrently with, the utilization
of any proceeds of Loans for such purpose.

        (i)  CONSUMMATION OF THE MERGER, ETC.  (I)  On or prior to the Initial
Borrowing Date, (i) the Merger, including all of the terms and conditions
thereof, shall have been duly approved by the board of directors and (if
required by applicable law) the shareholders of Holdings, Acquisition Corp. and
AMTROL and (ii) the Merger shall have been consummated in accordance with the
Merger Documents and all applicable laws.

        (II)  On or prior to the Initial Borrowing Date, the Agents and the
Banks shall have received true and correct copies of each of the Transaction
Documents certified as such by an Authorized Officer of Holdings, each of which
shall have been duly authorized, executed and delivered by the parties thereto
and shall be in full force and effect and in form and substance (including all
terms and conditions thereof) reasonably satisfactory to the Agents.  On or
prior to the Initial Borrowing Date, all material conditions precedent set forth
in the Transaction Documents shall have been satisfied and not waived (unless
waived with the consent of the Agents) and the Transaction shall have been
consummated in accordance with the Transaction Documents and all applicable law.

        (j)  SUBSIDIARY GUARANTY.  On the Initial Borrowing Date, each
Subsidiary Guarantor shall have duly authorized, executed and delivered a
Subsidiary Guaranty in the form of Exhibit G hereto (as modified, amended or
supplemented from time to time in accordance with the terms hereof and thereof,
the "Subsidiary Guaranty"), and the Subsidiary Guaranty shall be in full force
and effect.

        (k)  SECURITY DOCUMENTS.  (I)  On the Initial Borrowing Date, each
Credit Party shall have each duly authorized, executed and delivered a Pledge
Agreement in the form of Exhibit H (as modified, amended or supplemented from
time to time in accordance with the terms thereof and hereof, the "Pledge
Agreement") and shall have delivered to the Collateral Agent, as pledgee
thereunder, all of the certificates representing the Pledged Securities referred
to therein, endorsed in blank or accompanied by executed and undated stock
powers, and the Pledge Agreement shall be in full force and effect.

                                      -32-

        (II)  On the Initial Borrowing Date, each Credit Party shall have each
duly authorized, executed and delivered a Security Agreement substantially in
the form of Exhibit I (as modified, supplemented or amended from time to time,
the "Security Agreement") covering all of such Credit Party's present and future
Security Agreement Collateral, in each case together with:

        (i)  executed copies of Financing Statements (Form UCC-1) in
   appropriate form for filing under the UCC of each jurisdiction as may be
   necessary to perfect the security interests purported to be created by the
   Security Agreement;

        (ii) certified copies of Requests for Information or Copies (Form
   UCC-11), or equivalent reports, each of recent date listing all effective
   financing statements that name any Credit Party as debtor and that are filed
   in the jurisdictions referred to in clause (i), together with copies of such
   financing statements (none of which shall cover the Collateral except (x)
   those with respect to which appropriate termination statements executed by
   the secured lender thereunder have been filed or delivered to the
   Administrative Agent and (y) to the extent evidencing Permitted Liens);

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

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

and the Security Agreement shall be in full force and effect.

        (III)  On the Initial Borrowing Date, the Collateral Agent shall have
received:

        (i)  fully executed counterparts of deeds of trust, mortgages and
   similar documents, in each case in form and substance reasonably
   satisfactory to the Collateral Agent (as amended, modified or supplemented
   from time to time in accordance with the terms thereof and hereof, each a
   "Mortgage" and, collectively, the "Mortgages") with respect to each of the
   Mortgaged Properties, and arrangements reasonably satisfactory to the
   Collateral Agent shall be in place to provide that counterparts of such
   Mortgages shall be recorded on the Initial Borrowing Date in all places to
   the extent necessary or desirable, in the reasonable judgment of the
   Collateral Agent, effectively to create a valid and enforceable first
   priority mortgage Lien, subject only to Permitted Encumbrances, on each such
   Mortgaged Property in

                                      -33-

   favor of the Collateral Agent (or such other trustee as may be required or
   desired under local law) for the benefit of the Agents and the Banks;

        (ii) mortgagee title insurance policies (or binding commitments to
   issue such title insurance policies) issued by title insurers reasonably
   satisfactory to the Collateral Agent (the "Mortgage Policies") in amounts
   reasonably satisfactory to the Collateral Agent and assuring the Collateral
   Agent that the Mortgages are valid and enforceable first priority mortgage
   Liens on the respective Mortgaged Properties, free and clear of all defects
   and encumbrances except Permitted Encumbrances, and such Mortgage Policies
   shall be in form and substance reasonably satisfactory to the Collateral
   Agent and (A) shall include (to the extent available in the respective
   jurisdiction of each Mortgaged Property) an endorsement for future advances
   under this Agreement, the Notes and the Mortgages, and for such other
   matters that the Collateral Agent in its discretion may reasonably request,
   (B) shall not include an exception for mechanics' liens, and (C) shall
   provide for affirmative insurance and such reinsurance (including direct
   access agreements) as the Collateral Agent in its discretion may reasonably
   request; and

        (iii) such estoppel letters, landlord waiver letters, non-disturbance 
   letters and similar assurances as may have been reasonably requested by the 
   Collateral Agent, which letters shall be in form and substance reasonably 
   satisfactory to the Collateral Agent.

        (l)  SOLVENCY.  On the Initial Borrowing Date, the Borrower shall have
delivered to the Administrative Agent, a solvency letter in the form of Exhibit
J hereto from the Chief Financial Officer of the Borrower, expressing opinions
of value and other appropriate facts or information regarding the solvency of
the Borrower.

        (m)  INSURANCE POLICIES.  On the Initial Borrowing Date, the Collateral
Agent shall have received evidence of insurance complying with the requirements
of Section 8.03 for the business and properties of Holdings and its
Subsidiaries, in form and substance reasonably satisfactory to the Agents and,
with respect to all casualty insurance, naming the Collateral Agent as an
additional insured and/or loss payee, and stating that such insurance shall not
be cancelled or revised without at least 30 days' prior written notice by the
insurer to the Collateral Agent.

        (n)  ENVIRONMENTAL ASSESSMENTS.  On or prior to the Initial Borrowing
Date, the Administrative Agent shall have received environmental assessments
from GaiaTech and in form, scope and substance reasonably satisfactory to the
Agents and the Required Banks, together with reliance letters with respect
thereto.

                                      -34-

        (o)  EXISTING INDEBTEDNESS.  On the Initial Borrowing Date and after
giving effect to the Transaction and the Loans then incurred, neither Holdings
nor any of its Subsidiaries shall have any preferred stock or Indebtedness
outstanding except for (i) the Loans, (ii) the Senior Subordinated Notes and
(iii) the Existing Indebtedness.  On and as of the Initial Borrowing Date, all
of the Existing Indebtedness shall remain outstanding after giving effect to the
Transaction and the other transactions contemplated hereby without any default
or events of default existing thereunder or arising as a result of the
Transaction and the other transactions contemplated hereby, and there shall not
be any material amendments or modifications to the Existing Indebtedness
Agreements other than as requested or approved by the Agents.  On and as of the
Initial Borrowing Date, the Agents shall be reasonably satisfied with the amount
of and the terms and conditions of all Existing Indebtedness.

        (p)  CONSENT LETTER.  On the Initial Borrowing Date, the Administrative
Agent shall have received a letter from CT Corporation System, substantially in
the form of Exhibit K hereto, indicating its consent to its appointment by each
Credit Party as its agent to receive service of process.

        (q)  FEES.  On the Initial Borrowing Date, the Borrower shall have paid
to the Agents and the Banks all Fees and expenses agreed upon by such parties to
be paid on or prior to such date.

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

        (a)  NOTICE OF BORROWING; LETTER OF CREDIT REQUEST.  The Administrative
Agent shall have received a Notice of Borrowing meeting the requirements of
Section 1.02 with respect to the incurrence of Term Loans, Revolving Loans or
Swingline Loans, as the case may be, or a Letter of Credit Request meeting the
requirements of Section 2.03 with respect to the issuance of a Letter of Credit.

        (b)  NO DEFAULT; REPRESENTATIONS AND WARRANTIES.  At the time of each
Credit Event and also after giving effect thereto, (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties made by
any Credit Party contained herein or in the other Credit Documents shall be true
and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Credit Event, except to the extent that such representations and warranties
expressly relate to an earlier date.

                                      -35-

        The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the Borrower to the Agents and each of the Banks
that all of the applicable conditions specified in Section 5.01 (in the case of
the Credit Events occurring on the Initial Borrowing Date) and/or 5.02, as the
case may be, exist as of that time.  All of the certificates, legal opinions and
other documents and papers referred to in Section 5.01, unless otherwise
specified, shall be delivered to the Administrative Agent at its Notice Office
for the account of each of the Banks and, except for the Notes, in sufficient
counterparts for each of the Banks and shall be reasonably satisfactory in form
and substance to the Agents.

        SECTION 6.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS.  In order to
induce the Banks to enter into this Agreement and to make the Loans and issue
and/or participate in Letters of Credit provided for herein, each of Holdings
and the Borrower makes the following representations and warranties to, and
agreements with, the Banks, all of which shall survive the execution and
delivery of this Agreement and the making of the Loans, it being understood and
agreed that, notwithstanding any statement to the contrary contained in this
Section 6, each of Holdings and the Borrower makes the following representations
and warranties solely with respect to itself and its respective Subsidiaries:

        6.01  CORPORATE STATUS.  Each of Holdings and each of its Subsidiaries
(i) is a duly organized and validly existing corporation in good standing under
the laws of the jurisdiction of its organization and has the corporate power and
authority to own its property and assets and to transact the business in which
it is engaged and presently proposes to engage and (ii) has duly qualified and
is authorized to do business and is in good standing in all jurisdictions where
it is required to be so qualified and where the failure to be so qualified would
have a Material Adverse Effect.

        6.02  CORPORATE POWER AND AUTHORITY.  Each Credit Party has the
corporate power and authority to execute, deliver and carry out the terms and
provisions of the Documents to which it is a party and has taken all necessary
corporate action to authorize the execution, delivery and performance of the
Documents to which it is a party. Each Credit Party has duly executed and
delivered each Document to which it is a party and each such Document
constitutes the legal, valid and binding obligation of such Person enforceable
in accordance with its terms, subject to the effects of bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (regardless of whether
enforcement is sought in equity or at law) and an implied covenant of good faith
and fair dealing.

        6.03  NO VIOLATION.  Neither the execution, delivery and performance by
any Credit Party of the Documents to which it is a party nor compliance with the
terms and provisions thereof, nor the consummation of the transactions
contemplated therein (i) will contravene any applicable provision of any law,
statute, rule, regulation, order, writ,

                                      -36-

injunction or decree of any court or governmental instrumentality, (ii) will
conflict or be inconsistent with or result in any breach of, any of the terms,
covenants, conditions or provisions of, or constitute a default under, or (other
than pursuant to the Security Documents) result in the creation or imposition of
(or the obligation to create or impose) any Lien upon any of the property or
assets of Holdings or any of its Subsidiaries pursuant to the terms of any
indenture, mortgage, deed of trust, agreement or other instrument to which
Holdings or any of its Subsidiaries is a party or by which it or any of its
property or assets are bound or to which it may be subject or (iii) will violate
any provision of the certificate of incorporation or by-laws of Holdings or any
of its Subsidiaries.

        6.04  LITIGATION.  There are no actions, suits or proceedings pending
or, to the best of its knowledge, threatened with respect to Holdings or any of
its Subsidiaries (i) that could reasonably be expected to have a Material
Adverse Effect or (ii) that could reasonably be expected to have a material
adverse effect on (a) the rights or remedies of the Banks or on the ability of
any Credit Party to perform its respective obligations to them hereunder and
under the other Credit Documents to which it is a party or (b) the consummation
of the Transaction.

        6.05  USE OF PROCEEDS; MARGIN REGULATIONS.  (a)  The proceeds of all
Term Loans shall be utilized on the Initial Borrowing Date (i) to finance the
Merger, (ii) to pay certain fees, premiums and expenses relating to the
Transaction and (iii) to effect the Option Cancellation.

        (b)  The proceeds of all Revolving Loans may be used (i) in an amount
not to exceed $5,000,000 for the purposes described in Section 6.05(a)(i) and
(ii) as provided in the following sentence.  The proceeds of Acquisition Loans
may only be utilized to finance Permitted Acquisitions, while the proceeds of
Working Capital Loans may be utilized for general corporate and working capital
purposes, other than to finance Permitted Acquisitions.

        (c)  The proceeds of all Swingline Loans may be utilized for the
general corporate and working capital purposes of the Borrower and its
Subsidiaries (other than to finance Permitted Acquisitions).

        (d)  Neither the making of any Loan hereunder, nor the use of the
proceeds thereof, will violate or be inconsistent with the provisions of
Regulation G, T, U or X of the Board of Governors of the Federal Reserve System
and no part of the proceeds of any Loan will be used to purchase or carry any
Margin Stock in violation of Regulation U or to extend credit for the purpose of
purchasing or carrying any Margin Stock.

        6.06  GOVERNMENTAL APPROVALS.  Except for filings and recordings in
connection with the Security Documents, SEC filings and those items listed on
Annex III,

                                      -37-

no order, consent, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, any foreign or domestic
governmental or public body or authority, or any subdivision thereof, is
required to authorize or is required in connection with (i) the execution,
delivery and performance of any Document to which Holdings or any of its
Subsidiaries is a party or (ii) the legality, validity, binding effect or
enforceability of any such Document.

        6.07  INVESTMENT COMPANY ACT.  Neither Holdings nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

        6.08  PUBLIC UTILITY HOLDING COMPANY ACT.  Neither Holdings nor any of
its Subsidiaries is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

        6.09  TRUE AND COMPLETE DISCLOSURE.  Except with respect to projections
and PRO FORMA financial information, all factual information (taken as a whole)
heretofore or contemporaneously furnished by or on behalf of Holdings or any of
its Subsidiaries in writing to the Agents or any Bank for purposes of or in
connection with this Agreement or any transaction contemplated herein is, and
all other such factual information (taken as a whole) hereafter furnished by or
on behalf of any such Person in writing to any Bank will be, true and accurate
in all material respects on the date as of which such information is dated or
certified and not incomplete by omitting to state any material fact necessary to
make such information (taken as a whole) not misleading at such time in light of
the circumstances under which such information was provided.  There is no fact
known to Holdings or the Borrower which would have a Material Adverse Effect,
which has not been disclosed herein or in such other documents, certificates and
statements furnished to the Banks for use in connection with the transactions
contemplated hereby.

        6.10  FINANCIAL CONDITION; FINANCIAL STATEMENTS. (a)  On and as of the
Initial Borrowing Date, on a PRO FORMA basis after giving effect to the
Transaction and all Indebtedness incurred, and to be incurred (including,
without limitation, the Loans and the Senior Subordinated Notes), and Liens
created, and to be created, by each Credit Party in connection therewith, (x)
the sum of the assets, at a fair valuation, of each of Holdings and its
Subsidiaries (on a consolidated basis) and the Borrower (on a stand-alone basis)
will exceed its debts, (y) the Borrower will not have incurred or intended to,
or believe that it will, incur debts beyond its ability to pay such debts as
such debts mature and (z) each of Holdings and the Borrower will not have
unreasonably small capital with which to conduct its business.  For purposes of
this Section 6.10, "debt" means any liability on a claim, and "claim" means (i)
right to payment whether or not such a right is reduced to judgment,

                                      -38-

liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured; or (ii) right to an
equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

        (b) The consolidated balance sheet of AMTROL at December 31, 1994,
December 31, 1995 and September 28, 1996 and the related consolidated statements
of operations and cash flows of AMTROL for the fiscal years or the nine-month
period, as the case may be, ended as of said dates, which, in the case of the
annual financial statements, have been examined by Arthur Andersen, L.L.P.,
independent certified public accountants, who delivered an unqualified opinion
in respect therewith, copies of which have heretofore been furnished to each
Bank, present fairly the financial position of such entities at the dates of
said statements and the results for the periods covered thereby in accordance
with GAAP, except to the extent provided in the notes to said financial
statements and, in the case of the September 28, 1996 financial statements,
subject to normal and recurring year-end audit adjustment.  All such financial
statements have been prepared in accordance with GAAP and practices consistently
applied except to the extent provided in the notes to said financial statements.
The PRO FORMA consolidated balance sheet of the Borrower as of September 28,
1996, a copy of which has heretofore been furnished to each Bank, presents a
good faith estimate of the consolidated PRO FORMA financial condition of the
Borrower (after giving effect to the Transaction and the related financing
thereof) as at the date thereof).  Nothing has occurred since September 28, 1996
that has had or could reasonably be expected to have a Material Adverse Effect.

        (c)  Except as reflected in the financial statements and the notes
thereto described in Section 6.10(b), there were as of the Initial Borrowing
Date no liabilities or obligations with respect to Holdings or any of its
Subsidiaries of a nature (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in aggregate, would be
material to Holdings and its Subsidiaries taken as a whole, except as incurred
in the ordinary course of business consistent with past practices subsequent to
September 28, 1996.

        6.11  SECURITY INTERESTS.  On and after the Initial Borrowing Date,
each of the Security Documents creates, as security for the Obligations
purported to be secured thereby, a valid and enforceable perfected security
interest in and Lien on all of the Collateral subject thereto, superior to and
prior to the rights of all third Persons and subject to no other Liens (except
(x) that the Security Agreement Collateral may be subject to the security
interests evidenced by Permitted Liens relating thereto and (y) the Mortgaged
Properties may be subject to Permitted Encumbrances relating thereto), in favor
of the Collateral Agent for the benefit of the Banks.  No filings or recordings
are required in order to perfect the security interests created under any
Security Document except for filings or recordings required in

                                      -39-

connection with any such Security Document (other than the Pledge Agreement)
which shall have been made upon or prior to (or are the subject of arrangements,
reasonably satisfactory to the Administrative Agent, for filing on or promptly
after the date of) the execution and delivery thereof.

        6.12  CONSUMMATION OF TRANSACTION.  As of the Initial Borrowing Date,
the Transaction shall have been consummated in accordance with the material
terms and conditions of the Transaction Documents and all applicable laws.  All
applicable waiting periods with respect thereto have or, prior to the time when
required, will have, expired without, in all such cases, any action being taken
by any competent authority which restrains, prevents, or imposes material
adverse conditions upon the consummation of the Transaction.  As of the Initial
Borrowing Date, there does not exist any judgment, order, or injunction
prohibiting the consummation of the Transaction, or the making of Loans or the
performance by any Credit Party of their respective obligations under the
Documents.

        6.13  TAX RETURNS AND PAYMENTS.  Each of Holdings and each of its
Subsidiaries has filed all federal income tax returns and all other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it which have become due, except for
those contested in good faith and adequately disclosed and fully provided for on
the financial statements of Holdings and its Subsidiaries in accordance with
generally accepted accounting principles.  Each of Holdings and each of its
Subsidiaries has at all times paid, or has provided adequate reserves (in the
good faith judgment of the management of Holdings) for the payment of, all
federal, state and foreign income taxes applicable for all prior fiscal years
and for the current fiscal year to date.  There is no material action, suit,
proceeding, investigation, audit, or claim now pending or, to the knowledge of
Holdings or any of its Subsidiaries, threatened by any authority regarding any
taxes relating to Holdings or any of its Subsidiaries.  Neither Holdings nor any
of its Subsidiaries has entered into an agreement or waiver or been requested to
enter into an agreement or waiver extending any statute of limitations relating
to the payment or collection of taxes of Holdings or any of its Subsidiaries, or
is aware of any circumstances that would cause the taxable years or other
taxable periods of Holdings or any of its Subsidiaries not to be subject to the
normally applicable statute of limitations.

        6.14  COMPLIANCE WITH ERISA.  Except to the extent that all events and
obligations described in the following clauses of this Section 6.14 and at any
time hereafter in existence would not in the aggregate have a Material Adverse
Effect, each Plan (and each related trust, insurance contract or fund) is in
substantial compliance with its terms and with all applicable laws, including,
without limitation, ERISA and the Code; neither Holdings  nor any ERISA
Affiliate has incurred or reasonably expects to incur, and to Holdings'
knowledge, no condition exists which presents a material risk to Holdings or any
ERISA Affiliate of incurring, any liability, nor has a lien been imposed against
the assets of Holdings or any ERISA Affiliate, on account of a Plan under the
Code or ERISA; each Plan

                                      -40-

(and each related trust, if any) which is intended to be qualified under Section
401(a) of the Code has received a determination letter from the Internal Revenue
Service to the effect that it meets the requirements of Sections 401(a) and
501(a) of the Code; no Reportable Event has occurred; no Plan which is a
multiemployer plan (as defined in Section 4001(a)(3) of ERISA) is insolvent or
in reorganization; no Plan has an Unfunded Current Liability; no Plan which is
subject to Section 412 of the Code or Section 302 of ERISA has an accumulated
funding  deficiency, within the meaning of such sections of the Code or ERISA,
or has applied for or received a waiver of an accumulated funding deficiency or
an extension of any amortization period, within the meaning of Section 412 of
the Code or Section 303 or 304 of ERISA; no proceedings have been instituted to
terminate or appoint a trustee to administer any Plan which is subject to Title
IV of ERISA no action, suit, proceeding, hearing or audit or, to the knowledge
of Holdings, no investigation with respect to the administration, operation or
the investment of assets of any Plan (other than routine claims for benefits) is
pending, or to the knowledge of Holdings is, expected or threatened.  In
addition, using actuarial assumptions and computation methods consistent with
Part 1 of subtitle E of Title IV of ERISA, to the knowledge of Holdings, the
aggregate liabilities which would be payable in any fiscal year of Holdings and
its Subsidiaries and its ERISA Affiliates to all Plans which are multiemployer
plans (as defined in Section 4001(a)(3) of ERISA) in the event of a complete
withdrawal therefrom, as of the close of the most recent fiscal year of each
such Plan ended prior to the date of the most recent Credit Event, would not
result in any liability to Holdings, any Subsidiary or any ERISA Affiliate; and
Holdings and its Subsidiaries do not maintain or contribute to any (i) employee
welfare benefit plan (as defined in Section 3(1) of ERISA) which provides
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) the obligations with respect to which as a consequence
of any termination or other extraordinary event (other than benefits in the
ordinary course) could reasonably be expected to have an adverse effect on the
ability of Holdings or the Borrower to perform its obligations under this
Agreement or (ii) Plan, the obligations with respect to which could reasonably
be expected to have an adverse effect on the ability of Holdings or the Borrower
to perform its obligations under this Agreement.

        6.15  SUBSIDIARIES.  (a)  Prior to the consummation of the Merger, (i)
Holdings has no Subsidiaries other than the Borrower and (ii) the Borrower has
no Subsidiaries.

        (b)  On and as of the Initial Borrowing Date and after giving effect to
the consummation of the Transaction, Holdings has no Subsidiaries other than the
Borrower and its Subsidiaries and the Borrower has no Subsidiaries other than
those Subsidiaries listed on Annex IV.  Annex IV correctly sets forth, as of the
Initial Borrowing Date and after giving effect to the Merger, the percentage
ownership (direct and indirect) of the Borrower in each class of capital stock
of each of its Subsidiaries and also identifies the direct owner thereof.

                                      -41-

        6.16  INTELLECTUAL PROPERTY.  Holdings and each of its Subsidiaries
have obtained all material patents, trademarks, service marks, trade names,
copyrights, licenses and other rights, free from burdensome restrictions, that
are necessary for the operation of their businesses taken as a whole as
presently conducted and as proposed to be conducted.

        6.17  ENVIRONMENTAL MATTERS.  (a)  Each of Holdings and each of its
Subsidiaries is in compliance with all applicable Environmental Laws governing
its business for which failure to comply is reasonably likely to have a Material
Adverse Effect, and neither Holdings nor any of its Subsidiaries is liable for
any material penalties, fines or forfeitures for failure to comply with any of
the foregoing in the manner set forth above.  All licenses, permits,
registrations or approvals required for the business of Holdings and each of its
Subsidiaries, as conducted as of the Initial Borrowing Date, under any
Environmental Law have been secured and Holdings and each of its Subsidiaries is
in substantial compliance therewith, except such licenses, permits,
registrations or approvals the failure to secure or to comply therewith is not
reasonably likely to have a Material Adverse Effect.  Neither Holdings nor any
of its Subsidiaries is in any respect in noncompliance with, breach of or
default under any applicable writ, order, judgment, injunction, or decree to
which Holdings or such Subsidiary is a party or which could affect the ability
of Holdings or such Subsidiary to operate any real property and no event has
occurred and is continuing which, with the passage of time or the giving of
notice or both, would reasonably be expected to constitute noncompliance, breach
of or default thereunder, except in each such case, such noncompliance, breaches
or defaults as are not reasonably likely to, in the aggregate, have a Material
Adverse Effect.  There are as of the Initial Borrowing Date no Environmental
Claims pending or, to the best of its knowledge threatened, which (i) question
the validity, term or entitlement of Holdings or any Subsidiaries for any
permit, license, order or registration required for the operation of any
facility which Holdings or any of its Subsidiaries currently operates and (ii)
wherein an unfavorable decision, ruling or finding would be reasonably likely to
have a Material Adverse Effect.  There are no facts, circumstances, conditions
or occurrences concerning the business or operations of Holdings or any of its
Subsidiaries, or any Real Property at any time owned or operated by Holdings or
any of its Subsidiaries or on any property adjacent to any such Real Property
that could reasonably be expected (i) to form the basis of an Environmental
Claim against Holdings, any of its Subsidiaries or any of their respective Real
Property or (ii) to cause any such currently owned or operated Real Property to
be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property under any Environmental Law, except in
each such case, such Environmental Claims or restrictions that individually, or
in the aggregate, are not reasonably likely to have a Material Adverse Effect.

        (b)  Hazardous Materials have not at any time been (i) generated, used,
treated or stored on, or transported to or from, any Real Property owned or
operated by Holdings or any of its Subsidiaries or (ii) released on or from any
such Real Property, in

                                      -42-

each case where such occurrence or event individually or in the aggregate is
reasonably likely to have a Material Adverse Effect.

        6.18  PROPERTIES.  Holdings and each of its Subsidiaries have good and
marketable title to, or a validly subsisting leasehold interest in, all material
properties owned by them, including all Real Property reflected in the
consolidated balance sheet of AMTROL as of September 28, 1996 referred to in
Section 6.10(b), free and clear of all Liens, other than (i) as referred to in
the consolidated balance sheet or in the notes thereto or (ii) otherwise
permitted by Section 8.03.  Annex V contains a true and complete list of each
Real Property owned or leased by Holdings or any of its Subsidiaries as of the
Initial Borrowing Date and after giving effect to the Transaction, and the type
of interest therein held by Holdings or the respective Subsidiary.

        6.19  LABOR RELATIONS.  No Credit Party is engaged in any unfair labor
practice that could reasonably be expected to have a Material Adverse Effect.
There is (i) no unfair labor practice complaint pending against any Credit Party
or, to the best of its knowledge, threatened against any of them, before the
National Labor Relations Board, and no grievance or arbitration proceeding
arising out of or under any collective bargaining agreement is so pending
against any Credit Party or, to the best of its knowledge, threatened against
any of them, (ii) no strike, labor dispute, slowdown or stoppage pending against
any Credit Party or, to the best of its knowledge, threatened against any Credit
Party and (iii) no union representation question existing with respect to the
employees of any Credit Party and no union organizing activities are taking
place, except with respect to any matter specified in clause (i), (ii) or (iii)
above, either individually or in the aggregate, such as is not reasonably likely
to have a Material Adverse Effect.

        6.20  SENIOR SUBORDINATED NOTES.  The subordination provisions
contained in the Senior Subordinated Notes are enforceable by the Banks against
the Borrower and the holders of such Senior Subordinated Notes, subject to the
effects of bankruptcy, insolvency, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (regardless of whether enforcement is sought in equity or at law) and
an implied covenant of good faith and fair dealing and all Obligations of the
Borrower are or will be within the definition of "Senior Indebtedness" included
in such provisions of the Senior Subordinated Note Documents.

        6.21  EXISTING INDEBTEDNESS.  Annex VI sets forth a true and complete
list of all Indebtedness of Holdings and each of its Subsidiaries as of the
Initial Borrowing Effective Date and which is to remain outstanding after giving
effect to the Transaction (excluding the Loans, the Letters of Credit and the
Senior Subordinated Notes, the "Existing Indebtedness"), in each case showing
the aggregate principal amount thereof and the name of the respective borrower
(or issuer) and any other entity which directly or indirectly guaranteed such
debt.

                                      -43-

        6.22  COMPLIANCE WITH STATUTES, ETC.  Each of Holdings and each of its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property, except such non-compliance as is not reasonably likely to,
individually or in the aggregate, have a Material Adverse Effect.

        6.23  SPECIAL PURPOSE CORPORATIONS.  Holdings and Acquisition Corp.
were formed to effect the Transaction.  Prior to the consummation of the
Transaction, (i) Holdings had no significant assets (other than the capital
stock of Acquisition Corp.) or liabilities (other than those liabilities under
the Merger Documents) and (ii) the Borrower had no significant assets or
liabilities (other than those liabilities under the Merger Documents).

        SECTION 7.  AFFIRMATIVE COVENANTS.  Each of Holdings and the Borrower
hereby covenants and agrees with respect to itself and its Subsidiaries that on
the Effective Date and thereafter for so long as this Agreement is in effect and
until the Commitments have terminated, no Letters of Credit or Notes are
outstanding and the Loans and Unpaid Drawings, together with interest, Fees and
all other Obligations incurred hereunder, are paid in full:

        7.01  INFORMATION COVENANTS.  Holdings will furnish to each Bank:

        (a)  ANNUAL FINANCIAL STATEMENTS.  Within 90 days after the close of
each fiscal year of Holdings, the audited consolidated balance sheet of Holdings
and its Subsidiaries, as at the end of such fiscal year and the related
consolidated statements of income and retained earnings and of cash flows for
such fiscal year, in each case setting forth comparative consolidated figures
for the preceding fiscal year, and examined by independent certified public
accountants of recognized national standing whose opinion shall not be qualified
as to the scope of audit and as to the status of Holdings or any of its
Subsidiaries as a going concern, together with a certificate of such accounting
firm stating that in the course of its regular audit of the business of Holdings
and its Subsidiaries, which audit was conducted in accordance with generally
accepted auditing standards, such accounting firm has obtained no knowledge of
any Default or Event of Default which has occurred and is continuing or, if in
the opinion of such accounting firm such a Default or Event of Default has
occurred and is continuing, a statement as to the nature thereof.

        (b)  QUARTERLY FINANCIAL STATEMENTS.  As soon as available and in any
event within 45 days after the close of each of the first three quarterly
accounting periods in each fiscal year, the unaudited consolidated balance sheet
of Holdings and its Subsidiaries, as at the end of such quarterly period and the
related unaudited consolidated statements of income and retained earnings and of
cash flows for such quarterly period and for the elapsed portion of the fiscal
year ended with the last day of such quarterly period, and in each case setting

                                      -44-

forth comparative consolidated figures for the related periods in the prior
fiscal year, all of which shall be certified by the chief financial officer or
controller of Holdings, subject to changes resulting from audit and normal
year-end audit adjustments.

        (c)  MONTHLY REPORTS.  As soon as practicable, and in any event within
30 days, after the end of each monthly accounting period of each fiscal year
(other than the last monthly accounting period in such fiscal year) the
unaudited consolidated balance sheet of Holdings and its Subsidiaries, as at the
end of such period, and the related unaudited consolidated statements of income
and retained earnings for such period, setting forth comparative figures for the
corresponding period of the previous year, all of which shall be certified by
the chief financial officer or controller of Holdings subject to changes
resulting from audit and normal year-end audit adjustments.

        (d)  BUDGETS; ETC.  Not more than 60 days after the commencement of
each fiscal year of Holdings, a consolidated budget of Holdings and its
Subsidiaries in reasonable detail for each of the twelve months of such fiscal
year.  Together with each delivery of consolidated financial statements pursuant
to Sections 7.01(a), (b) and (c), a comparison of the current year-to-date
financial results against the budgets required to be submitted pursuant to this
clause (d) shall be presented.

        (e)  OFFICER'S CERTIFICATES.  At the time of the delivery of the
financial statements provided for in Sections 7.01(a), (b) and (c), a
certificate of the chief financial officer, controller or other Authorized
Officer of Holdings to the effect that no Default or Event of Default exists or,
if any Default or Event of Default does exist, specifying the nature and extent
thereof, which certificate (x) in the case of the certificate delivered pursuant
to Sections 7.01(a) and (b), shall set forth the calculations required to
establish (I) the Leverage Ratio for the Test Period ending on the last day of
the fiscal year or period covered by such financial statements and (II) whether
Holdings and its Subsidiaries were in compliance with the provisions of Sections
8.05, 8.07, 8.09(a) (but only to the extent Holdings has made payments of the
type described in clause (ii) thereof in such period or year), 8.11, 8.12 and
8.13 as at the end of such fiscal period or year, as the case may be, and (y) in
the case of the certificate delivered pursuant to Section 7.01(a), shall set
forth the amount of the Excess Cash Flow for the fiscal year covered by such
financial statements.

        (f)  NOTICE OF DEFAULT OR LITIGATION.  Promptly, and in any event
within three Business Days after any officer of Holdings or the Borrower obtains
knowledge thereof, notice of (x) the occurrence of any event which constitutes a
Default or Event of Default which notice shall specify the nature thereof, the
period of existence thereof and what action Holdings or the Borrower proposes to
take with respect thereto and (y) the commencement of, or any significant
development in, any litigation or governmental proceeding pending against
Holdings or any of its Subsidiaries which is reasonably likely to have a
Material Adverse Effect or is reasonably likely to have a material adverse
effect on the ability of

                                      -45-

Holdings or any of its Subsidiaries to perform its obligations hereunder or
under any other Credit Document.

        (g)  ENVIRONMENTAL MATTERS.  Promptly after obtaining knowledge of any
of the following (but only to the extent that any of the following could
reasonably be expected to (x) have a Material Adverse Effect, either
individually or in the aggregate, or (y) result in a remedial cost to Holdings
or any of its Subsidiaries in excess of $1,000,000), written notice of:

        (i)  any pending or threatened Environmental Claim against Holdings or
   any of its Subsidiaries or any Real Property owned or operated by Holdings
   or any of its Subsidiaries;

        (ii) any condition or occurrence on any Real Property owned or operated
   by Holdings or any of its Subsidiaries that (x) results in  noncompliance by
   Holdings or any of its Subsidiaries with any applicable Environmental Law or
   (y) would reasonably be anticipated to result in an Environmental Claim
   against Holdings or any of its Subsidiaries or any such Real Property;

        (iii)     any condition or occurrence on any Real Property owned or
   operated by Holdings or any of its Subsidiaries that would reasonably be
   anticipated to result in such Real Property being subject to any
   restrictions on the ownership, occupancy, use or transferability by Holdings
   or its Subsidiary, as the case may be, of its interest in such Real Property
   under any Environmental Law; and

        (iv) the taking of any removal or remedial action in response to the
   actual or alleged presence of any Hazardous Material on any Real Property
   owned or operated by Holdings or any of its Subsidiaries.

All such notices shall describe in reasonable detail the nature of the claim,
investigation, condition, occurrence or removal or remedial action and Holdings'
or the relevant Subsidiary's response or proposed response thereto.  In
addition, Holdings agrees to provide the Banks with copies of all material
communications by Holdings or any of its Subsidiaries with any Person,
government or governmental agency relating to any of the matters set forth in
clauses (i)-(iv) above, and such detailed reports relating to any of the matters
set forth in clauses (i)-(iv) above as may reasonably be requested by the
Administrative Agent or the Required Banks.

        (h)  OTHER INFORMATION.  Promptly upon transmission thereof, (i) 
copies of any filings and registrations with, and reports to, the Securities 
and Exchange Commission or any successor thereto (the "SEC") by Holdings or 
any of its Subsidiaries, (ii) copies of all financial statements, proxy 
statements, notices and reports as Holdings or any of its 

                                      -46-

Subsidiaries shall send generally to analysts and the holders of the Senior 
Subordinated Notes in their capacity as such holders (to the extent not 
theretofore delivered to the Banks pursuant to this Agreement) and with 
reasonable promptness, such other information or documents (financial or 
otherwise) as either Agent on its own behalf or on behalf of the Required 
Banks may reasonably request from time to time.

        7.02  BOOKS, RECORDS AND INSPECTIONS.  Holdings will, and will cause
its Subsidiaries to, permit, upon reasonable notice to the chief financial
officer, controller or any other Authorized Officer of Holdings, officers and
designated representatives of the Agents or the Required Banks to visit and
inspect any of the properties or assets of Holdings and any of its Subsidiaries
in whomsoever's possession, and to examine the books of account of Holdings and
any of its Subsidiaries and discuss the affairs, finances and accounts of
Holdings and of any of its Subsidiaries with, and be advised as to the same by,
its and their officers and independent accountants, all at such reasonable times
and intervals and to such reasonable extent as the Agents or the Required Banks
may desire, it being understood that the Agents shall be permitted to conduct
such inspections, examinations and discussions at the request of any Bank and
the results of any such inspection, examination or discussion may be made
available by the Agents to such Bank.

        7.03  INSURANCE.  Holdings will, and will cause each of its
Subsidiaries to, at all times maintain in full force and effect insurance in
such amounts, covering such risks and liabilities and with such deductibles or
self-insured retentions as are in accordance with normal industry practice.
Holdings will, and will cause each of its Subsidiaries to, furnish to the
Administrative Agent on the Initial Borrowing Date and thereafter, upon request
of the Administrative Agent, a summary of the insurance carried together with
certificates of insurance and other evidence of such insurance, if any, naming
the Collateral Agent as an additional insured and/or loss payee.

        7.04  PAYMENT OF TAXES.  Holdings will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any properties belonging to it, prior to the date on which penalties attach
thereto, and all lawful claims which, if unpaid, might become a Lien or charge
upon any properties of Holdings or any of its Subsidiaries, PROVIDED that
neither Holdings nor any Subsidiary shall be required to pay any such tax,
assessment, charge, levy or claim which is being contested in good faith and by
proper proceedings if it has maintained adequate reserves (in the good faith
judgment of the management of Holdings) with respect thereto in accordance with
GAAP.

        7.05  CORPORATE FRANCHISES.  Holdings will do, and will cause each
Subsidiary to do, or cause to be done, all things reasonably necessary to
preserve and keep in full force and effect its existence and to preserve its
material rights and franchises, other than those the failure to preserve which
could not reasonably be expected to have a Material Adverse

                                      -47-

Effect, PROVIDED that any transaction permitted by Section 8.02 will not
constitute a breach of this Section 7.05.

        7.06  COMPLIANCE WITH STATUTES, ETC.  Holdings will, and will cause
each Subsidiary to, comply with all applicable statutes, regulations and orders
of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property other than those the non-compliance with which would not have a
Material Adverse Effect or would not have a material adverse effect on the
ability of any Credit Party to perform its obligations under any Credit Document
to which it is a party.

        7.07  ERISA.  As soon as possible and, in any event, within fifteen
days after the chief financial officer or chief executive officer of Holdings,
or within twenty days after the chief financial officer or chief executive
officer of any Subsidiary of Holdings or any ERISA Affiliate, knows or has
reason to know of the occurrence of any of the following events (but in each
case, only to the extent that it is reasonably likely that the liability of
Holdings and its Subsidiaries attributable to such event will be at least
$500,000), Holdings will deliver to each of the Banks a certificate of Holdings
setting forth in reasonable detail as to such occurrence and the action, if any,
that Holdings, Borrower, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given to
or filed with or by Holdings, the Subsidiary, the ERISA Affiliate, the PBGC, a
Plan participant or the Plan administrator with respect thereto:  that a
Reportable Event has occurred; that an accumulated funding deficiency, within
the meaning of Section 412 of the Code or Section 302 of ERISA, has been
incurred or an application may reasonably be expected to be or has been made for
a waiver or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code or Section 303 or 304 of ERISA with respect to a Plan; that any
contribution required to be made with respect to a Plan that is subject to the
funding requirements of Section 412 of the Code or Section 302 of ERISA has not
been timely made; that a Plan has been or may reasonably be expected to be
terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA; or that some action has been taken or proceedings have been instituted
which would be reasonably likely to cause any such termination, reorganization,
partition or declaration or result in the filing of any such application; that a
Plan has an Unfunded Current Liability; that proceedings may reasonably be
expected to be or have been instituted to appoint a trustee to administer a Plan
which is subject to Title IV of ERISA; that a proceeding has been instituted
pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan;
that Holdings, any Subsidiary of Holdings or any ERISA Affiliate will or may
reasonably be expected to incur any liability (including any indirect,
contingent, or secondary liability) to or on account of the termination of or
withdrawal from a Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212
of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980
of the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to a
group

                                      -48-

health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) under Section 4980B of the Code; or that Holdings or any Subsidiary of
Holdings has incurred or is reasonably likely to incur any liability as a
consequence of any termination or other extraordinary event (other than benefits
in the ordinary course) in connection with any employee welfare benefit plan (as
defined in Section 3(1) of ERISA) that provides benefits to retired employees or
other former employees (other than as required by Section 601 of ERISA) or any
Plan.  Upon the request of the Agent, Holdings will deliver to each of the Banks
a complete copy of the annual report (on Internal Revenue Service Form
5500-series) of each Plan (including, to the extent required, the related
financial and actuarial statements and opinions and other supporting statements,
certifications, schedules and information) required to be filed with the
Internal Revenue Service.  In addition to any certificates or notices delivered
to the Banks pursuant to the first sentence hereof, copies of any material
notices received by Holdings, any Subsidiary of Holdings or any ERISA Affiliate
with respect to any Plan shall be delivered to the Banks as soon as practicable,
but in no event later than 20 days, after such request is received.

        7.08  GOOD REPAIR.  Holdings will, and will cause each of its
Subsidiaries to, ensure that its material properties and equipment necessary in
the operation of its business are kept in good repair, working order and
condition, normal wear and tear excepted, and, subject to Section 8.05, that
from time to time there are made in such properties and equipment all needful
and proper repairs, renewals, replacements, extensions, additions, betterments
and improvements thereto, to the extent and in the manner useful or customary
for companies in similar businesses.

        7.09  END OF FISCAL YEARS; FISCAL QUARTERS.  Holdings will, and will
cause each of its Subsidiaries to, maintain for financial reporting purposes a
fiscal year and fiscal quarters on the same basis as are maintained on the
Initial Borrowing Date.

        7.10  USE OF PROCEEDS.  All proceeds of the Loans shall be used as
provided in Section 6.05.

        7.11  ADDITIONAL SECURITY; FURTHER ASSURANCES.  (a)  The Borrower will,
and will cause its Subsidiaries to, grant to the Collateral Agent security
interests and mortgages in Real Property acquired after the Initial Borrowing
Date as may be reasonably requested from time to time by the Administrative
Agent and/or the Required Banks (collectively, the "Additional Mortgages").  All
such security interests and mortgages shall be granted pursuant to documentation
reasonably satisfactory in form and substance to the Administrative Agent and/or
the Required Banks and shall constitute valid and enforceable Liens superior to
and prior to the rights of all third Persons and subject to no other Liens
except as are permitted by Section 8.03.  The Additional Mortgages or
instruments related thereto shall have been duly recorded or filed in such
manner and in such places as are required by law to establish, perfect, preserve
and protect the Liens in favor of the Collateral

                                      -49-

Agent required to be granted pursuant to the Additional Mortgages and all taxes,
fees and other charges payable in connection therewith shall have been paid in
full.

        (b)  The Borrower will, and will cause its Subsidiaries to, at the
expense of the Borrower make, execute, endorse, acknowledge, file and/or deliver
to the Collateral Agent from time to time such vouchers, invoices, schedules,
confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, real property surveys, reports
and other assurances or instruments and take such further steps relating to the
collateral covered by any of the Security Documents as the Collateral Agent may
reasonably require.  Furthermore, Holdings shall cause to be delivered to the
Collateral Agent such opinions of counsel, title insurance and other related
documents as may be reasonably requested by the Administrative Agent and/or the
Required Banks to assure itself that this Section 7.11 has been complied with.

        (c)  Each of the Credit Parties agrees that each action required above
by this Section 7.11 shall be completed as soon as possible, but in no event
later than 60 days after such action is requested to be taken by the
Administrative Agent, the Collateral Agent or the Required Banks, as the case
may be, PROVIDED that in no event shall the Borrower be required to take any
action, other than using its reasonable commercial efforts without any material
expenditure, to obtain consents from third parties with respect to its
compliance with this Section 7.11.

        7.12  INTEREST RATE AGREEMENT.  The Borrower (x) will, no later than
the date occurring 60 days after the Initial Borrowing Date, enter into Interest
Rate Agreements which cover for at least two years from the Initial Borrowing
Date at least $30,000,000 of the outstanding Term Loans on terms reasonably
satisfactory to the Agents and (y) may thereafter, enter into Interest Rate
Agreements which cover additional amounts of outstanding Term Loans on terms
(and in such amounts) reasonably satisfactory to the Agents.

        7.13  COMPLIANCE WITH ENVIRONMENTAL LAWS.  (a)(i) The Borrower will
comply, and will cause each of its Subsidiaries to comply, with all
Environmental Laws applicable to the ownership, lease or use of all Real
Property now or hereafter owned, leased or operated by the Borrower or any of
its Subsidiaries, will promptly pay or cause to be paid all costs and expenses
incurred in connection with such compliance, and will keep or cause to be kept
all such Real Property free and clear of any Liens imposed pursuant to such
Environmental Laws and (ii) neither the Borrower nor any of its Subsidiaries
will generate, use, treat, store, release or dispose of, or permit the
generation, use, treatment, storage, release or disposal of Hazardous Materials
on any Real Property now or hereafter owned, leased or operated by the Borrower
or any of its Subsidiaries, or transport or permit the transportation of
Hazardous Materials to or from any such Real Property, except to the extent that
the failure to comply with the requirements specified in clause (i) or (ii)
above,

                                      -50-

either individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.  If required to do so under any applicable
directive or order of any governmental agency, the Borrower agrees to undertake,
and cause each of its Subsidiaries to undertake, any clean up, removal, remedial
or other action necessary to remove and clean up any Hazardous Materials from
any Real Property owned, leased or operated by the Borrower or any of its
Subsidiaries in accordance with, in all material respects, the requirements of
all applicable Environmental Laws and in accordance with, in all material
respects, such orders and directives of all governmental authorities, except to
the extent that the Borrower or such Subsidiary is contesting such order or
directive in good faith and by appropriate proceedings and for which adequate
reserves have been established to the extent required by GAAP; PROVIDED that it
will not constitute a breach of this Section 7.13 if a Person other than the
Borrower and its Subsidiaries takes such action on behalf of the Borrower and
its Subsidiaries.

        (b)  At the request of the Agent or the Required Banks at any time and
from time to time during the existence of this Agreement: (i) if an Event of
Default exists under this Agreement and (ii) upon the reasonable belief by the
Administrative Agent that Holdings or any of its Subsidiaries has breached in
any material respect any representation or covenant herein with respect to any
environmental matters affecting any Mortgaged Property and such breach is
continuing and/or a notice has been provided under Section 7.01(g), Holdings
will provide, at its sole cost and expense (or will cause the relevant
Subsidiary to provide at its sole cost and expense), an environmental site
assessment report reasonable in scope concerning any Mortgaged Property that is
the subject of the breach or notice of Holdings or its Subsidiaries, prepared by
GaiaTech or other environmental consulting firm reasonably acceptable to the
Agents, indicating the presence or Release of Hazardous Materials on or from any
such Mortgaged Property and the potential cost of any removal or remedial action
in connection with any Hazardous Materials on such Mortgaged Property.  If
Holdings fails to provide the same after thirty days' notice, the Agent may
order the same, and Holdings shall grant and hereby grants to the Agent and the
Banks and their agents access to such Mortgaged Property and specifically grants
the Agent and the Banks an irrevocable non-exclusive license, subject to the
rights of tenants, to undertake such an assessment all at Holdings' reasonable
expense, which assessments, if obtained, will be provided to Holdings.

        7.14  CONSUMMATION OF THE MERGER.  Promptly following the making of
Term Loans to the Borrower, but in any event on the Initial Borrowing Date,
AMTROL, as the surviving corporation of the Merger, shall execute and deliver an
Acknowledgment Agreement in the form of Exhibit M and the Notes delivered
pursuant to Section 5.01.  After giving effect to the Merger, AMTROL shall
succeed to all rights and obligations of Acquisition Corp. as were existing
immediately prior to the Merger (including, without limitation, all obligations
under this Agreement and the other Credit Documents to which Acquisition Corp.
is a party).  Simultaneously with the Merger, all capital stock of

                                      -51-

AMTROL, as the surviving corporation of the Merger, shall be pledged pursuant to
the Pledge Agreement, and all stock certificates evidencing such shares of
capital stock of AMTROL after giving effect to the Merger shall be delivered to
the Collateral Agent.

        7.15  POST-CLOSING OBLIGATIONS.  Within 25 Business Days of the Initial
Borrowing Date, each of the Borrower and AMTROL International shall have (i)
duly authorized, executed and delivered a share mortgage in form and substance
satisfactory to the Collateral Agent (the "Hong Kong Mortgage"), granting a
security interest in favor of the Collateral Agent in the capital stock of
AMTROL Asia Pacific, (ii) accomplished all other recordings and filings of, or
with respect to, the Hong Kong Mortgage as may be necessary or, in the opinion
of the Collateral Agent, desirable to perfect the security interests intended to
be created by the Hong Kong Mortgage and (iii) delivered to the Collateral Agent
the capital stock referred to in the Hong Kong Mortgage then owned by the
Borrower and AMTROL International, together with executed and undated stock
powers or such other transfer instruments as may be required under Hong Kong
law.

        SECTION 8.  NEGATIVE COVENANTS.  Each of Holdings and the Borrower
hereby covenants and agrees with respect to itself and its Subsidiaries that as
of the Effective Date and thereafter for so long as this Agreement is in effect
and until the Commitments have terminated, no Letters of Credit or Notes are
outstanding and the Loans and Unpaid Drawings, together with interest, Fees and
all other Obligations incurred hereunder, are paid in full:

        8.01  CHANGES IN BUSINESS. (a)  The Borrower will not, and will not
permit any of its Subsidiaries to, materially alter the character of the
business of the Borrower and its Subsidiaries from that conducted by AMTROL and
its Subsidiaries on the Initial Borrowing Date (immediately prior to the
Merger), provided that this Section 8.01 shall not restrict the making of any
investment expressly permitted by Section 8.06.

        (b)  Holdings will not engage in any business other than its ownership
of the capital stock of the Borrower (and no other assets), provided that
Holdings may engage in those activities that are incidental to (x) the
maintenance of its corporate existence in compliance with applicable law, (y)
legal, tax and accounting matters in connection with any of the foregoing
activities and (z) the entering into, and performing its obligations under, this
Agreement and the other Documents to which it is a party.

        8.02  CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.  Holdings
will not, and will not permit any Subsidiary to, wind up, liquidate or dissolve
its affairs, or enter into any transaction of merger or consolidation, sell or
otherwise dispose of all or any part of its property or assets (other than
inventory or obsolete equipment or excess equipment no longer needed in the
conduct of the business in the ordinary course of business) or purchase, lease
or otherwise acquire all or any part of the property or assets of any Person

                                      -52-

(other than purchases or other acquisitions of inventory, leases, materials and
equipment in the ordinary course of business) or agree to do any of the
foregoing at any future time, except that the following shall be permitted:

        (a)  any Subsidiary of the Borrower may be merged or consolidated with
   or into, or be liquidated into, the Borrower or a Subsidiary Guarantor (so
   long as the Borrower or such Subsidiary Guarantor is the surviving
   corporation), or all or any part of its business, properties and assets may
   be conveyed, leased, sold or transferred to the Borrower or any Subsidiary
   Guarantor (or any other Subsidiary), PROVIDED that neither the Borrower nor
   any Subsidiary Guarantor may be a party to any merger, consolidation or
   liquidation otherwise permitted by this clause (a) involving a Subsidiary
   that is not a Wholly-Owned Subsidiary;

        (b)  capital expenditures to the extent within the limitations set
   forth in Section 8.05 hereof;

        (c)  the investments, acquisitions and transfers or dispositions of
   properties permitted pursuant to Section 8.06;

        (d)  each of the Borrower and the Subsidiary Guarantors may lease (as
   lessee) real or personal property in the ordinary course of business (so
   long as such lease does not create a Capitalized Lease Obligation not
   otherwise permitted by Section 8.04(d) or would not violate Section 8.07);

        (e)  licenses or sublicenses by the Borrower and its Subsidiary
   Guarantors of intellectual property in the ordinary course of business,
   PROVIDED, that such licenses or sublicenses shall not interfere with the
   business of the Borrower or any Subsidiary Guarantor;

        (f)  other sales or dispositions of (I) Designated Assets to the extent
   consummated prior to December 31, 1997 and (II) any other assets to the
   extent that the aggregate Net Cash Proceeds received from all such sales and
   dispositions permitted by this clause (f)(II) shall not exceed $500,000 in
   any fiscal year of the Borrower, provided that, in the case of both clauses
   (f)(I) and (f)(II), (x) each such sale shall be in an amount at least equal
   to the fair market value thereof and for proceeds consisting solely of cash
   (except as set forth on Annex VII) and (y) the Net Cash Proceeds of any such
   sale are applied to repay the Loans to the extent required by Section
   4.02(A)(c), and, PROVIDED FURTHER, that the sale or disposition of the
   capital stock of (i) the Borrower shall be prohibited and (ii) any
   Subsidiary of the Borrower shall be prohibited unless it is for all of the
   outstanding capital stock of such Subsidiary owned by the Borrower;

                                      -53-

        (g)  any Subsidiary may be liquidated into the Borrower or a Subsidiary
   Guarantor;

        (h)  Permitted Acquisitions in accordance with Section 8.06(g); and

        (i) the Merger.

        8.03  LIENS.  Holdings will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of Holdings or any such Subsidiary whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable or notes with recourse to Holdings or
any of its Subsidiaries) or assign any right to receive income, except:

        (a)  Liens for taxes not yet due or Liens for taxes being contested in
   good faith and by appropriate proceedings for which adequate reserves (in
   the good faith judgment of the management of Holdings) have been
   established;

        (b)  Liens in respect of property or assets of the Borrower or any of
   its Subsidiaries imposed by law which were incurred in the ordinary course
   of business, such as carriers', warehousemen's and mechanics' Liens,
   statutory landlord's Liens, and other similar Liens arising in the ordinary
   course of business, and (x) which do not in the aggregate materially detract
   from the value of such property or assets or materially impair the use
   thereof in the operation of the business of the Borrower or any of its
   Subsidiaries or (y) which are being contested in good faith by appropriate
   proceedings, which proceedings have the effect of preventing the forfeiture
   or sale of the property or asset subject to such Lien;

        (c)  Liens created by or pursuant to this Agreement or the other Credit
   Documents;

        (d)  Liens on assets of the Borrower and each Subsidiary existing on
   the Initial Borrowing Date and listed on Annex VIII hereto and any
   subsequent renewals or extensions thereof, provided that (x) the aggregate
   principal amount of the Indebtedness, if any, secured by such Liens does not
   increase from that amount outstanding at the time of any such renewal or
   extension and (y) any such renewal or extension does not encumber any
   additional assets or properties of Holdings or any of its Subsidiaries;

                                      -54-

        (e)  Liens arising from judgments, decrees or attachments and Liens
   securing appeal bonds arising from judgments, in each case in circumstances
   not constituting an Event of Default under Section 9.09;

        (f)  Liens (other than any Lien imposed by ERISA) incurred or deposits
   made in the ordinary course of business in connection with workers'
   compensation, unemployment insurance and other types of social security, or
   to secure the performance of tenders, statutory obligations, surety and
   appeal bonds, bids, leases, government contracts, performance and
   return-of-money bonds and other similar obligations incurred in the ordinary
   course of business (exclusive of obligations in respect of the payment for
   borrowed money), PROVIDED that the aggregate amount of deposits at any time
   pursuant to this clause (f) shall not exceed $2,000,000;

        (g)  leases or subleases granted to others not interfering in any
   material respect with the business of the Borrower or any of its
   Subsidiaries;

        (h)  easements, rights-of-way, restrictions, minor defects or
   irregularities in title and other similar charges or encumbrances not
   interfering in any material respect with the ordinary conduct of the
   business of Holdings or any of its Subsidiaries;

        (i)  Liens arising from UCC financing statements regarding leases
   permitted by this Agreement;

        (j)  purchase money Liens securing payables arising from the purchase
   by the Borrower or any Subsidiary Guarantor of any equipment or goods in the
   normal course of business, PROVIDED that such payables shall not constitute
   Indebtedness;

        (k)  any interest or title of a lessor under any lease permitted by
   this Agreement;

        (l)  Liens arising pursuant to purchase money mortgages or security
   interests securing Indebtedness representing the purchase price of assets
   acquired by the Borrower or any Subsidiary Guarantor after the Initial
   Borrowing Date, PROVIDED that any such Liens attach only to the assets so
   acquired and that all Indebtedness secured by Liens created pursuant to this
   clause (l) shall not exceed $500,000 at any time outstanding;

        (m)  Liens created pursuant to Capital Leases permitted pursuant to
   Section 8.04(d);

        (n) Permitted Encumbrances;

                                      -55-

        (o) Liens imposed pursuant to Environmental Laws to the extent
   permitted by Section 7.13 of this Agreement;

        (p) any Lien imposed by ERISA to the extent not in violation of any of
   the representations, warranties or covenants in respect of ERISA made by
   Holdings or the Borrower in this Agreement;

        (q) Liens on assets of Foreign Subsidiaries securing Indebtedness
   permitted to be incurred under Section 8.04; and

        (r)  additional Liens securing Indebtedness not in excess of $500,000
   at any time outstanding.

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

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

        (b)  Indebtedness owing by (i) any Subsidiary Guarantor to another
   Subsidiary Guarantor or the Borrower and/or (ii) the Borrower to any
   Subsidiary Guarantor;

        (c)  Indebtedness of the Borrower evidenced by the Senior Subordinated
   Notes, in an aggregate principal amount at any time outstanding not to
   exceed $115,000,000;

        (d)  Capitalized Lease Obligations of the Borrower and its Subsidiary
   Guarantors, PROVIDED that the aggregate Capitalized Lease Obligations under
   all Capital Leases entered into after Initial Borrowing Date shall not
   exceed $2,500,000;

        (e)  Existing Indebtedness and any subsequent extension, renewal or
   refinancing thereof, provided that (x) the aggregate principal amount
   thereof is not increased and (y) no additional obligees are added;

        (f)  Indebtedness under Interest Rate Agreements to the extent entered
   into in compliance with Section 7.12;

        (g)  Indebtedness of Holdings represented by the obligations of
   Holdings to make payments with respect to the cancellation or repurchase of
   certain stock of officers, employees and directors (or their estates) of
   Holdings and its Subsidiaries, to the extent permitted by Section 8.09;

                                      -56-

        (h)  Indebtedness incurred pursuant to purchase money mortgages
   permitted by Section 8.03(l);

        (i)  Indebtedness constituting intercompany loans and advances to a
   Foreign Subsidiary to the extent permitted by Section 8.06(j);

        (j)  additional Indebtedness of the Borrower, the Subsidiary Guarantors
   and/or Foreign Subsidiaries not to exceed an aggregate outstanding principal
   amount of $10,000,000 at any time.

        8.05  CAPITAL EXPENDITURES.  (a)  Holdings will not, and will not
permit any of its Subsidiaries to, incur Consolidated Capital Expenditures,
PROVIDED that the Borrower and its Subsidiaries may make Consolidated Capital
Expenditures not to exceed in the aggregate (x) $1,750,000 during the period
from the Initial Borrowing Date to the end of its fiscal year ending closest to
December 31, 1996, (y) $7,000,000 during each of its next two subsequent fiscal
years and (z) $6,000,000 during each subsequent fiscal year thereafter.

        (b)  In the event that the maximum amount which is permitted to be
expended in respect of Consolidated Capital Expenditures during any fiscal year
pursuant to Section 8.05(a) (without giving effect to this clause (b)) is not
fully expended during such fiscal year, the maximum amount which may be expended
during the immediately succeeding fiscal year pursuant to Section 8.05(a) shall
be increased by such unutilized amount, PROVIDED that such increase shall not
exceed $3,000,000 in any fiscal year.

        8.06  ADVANCES, INVESTMENTS AND LOANS.  Holdings will not, and will not
permit any of its Subsidiaries to, lend money or credit or make advances to any
Person, or purchase or acquire any stock, obligations or securities of, or any
other interest in, or make any capital contribution to any Person, except:

        (a)  the Borrower or any Subsidiary may invest in cash and Cash
   Equivalents;

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

        (c)  the intercompany Indebtedness described in Section 8.04(b) shall
   be permitted;

        (d)  loans and advances to officers, directors and employees in the
   ordinary course of business in an aggregate principal amount not to exceed
   $500,000 at any time outstanding shall be permitted;

                                      -57-

        (e)  the Borrower and each Subsidiary Guarantor may acquire and own
   investments (including debt obligations) received in connection with the
   bankruptcy or reorganization of suppliers and customers and in settlement of
   delinquent obligations of, and other disputes with, customers and suppliers
   arising in the ordinary course of business;

        (f)  Interest Rate Agreements permitted by Section 8.04(f) shall be
   permitted;

        (g)  the Borrower or any Subsidiary Guarantor may make Permitted
   Acquisitions not to exceed $25,000,000 (plus amounts returned to the
   Borrower as a result of sales of such investment or pursuant to a dividend
   payment thereunder) in the aggregate;

        (h)  Holdings may make contributions to an employee stock ownership
   plan, PROVIDED such contributions are in Holdings Common Stock;

        (i)  Holdings may make equity contributions to the capital of the
   Borrower, and the Borrower may make equity contributions to the capital of
   any Subsidiary Guarantor;

        (j)  the Borrower and any Subsidiary Guarantor may make loans and
   advances to, and/or equity contributions in, any Foreign Subsidiary,
   PROVIDED that at no time shall the aggregate outstanding principal amount of
   all loans and advances made pursuant to this clause (j), when added to the
   aggregate amount of contributions made pursuant to this clause (j), exceed
   $10,000,000.

        8.07  LEASES.  Holdings will not permit the aggregate payments
(including, without limitation, any property taxes paid by Holdings and its
Subsidiaries as additional rent or lease payments) by Holdings and its
Subsidiaries on a consolidated basis under all agreements to rent or lease any
real or personal property (exclusive of Capitalized Lease Obligations) to exceed
$2,500,000 in any fiscal year of Holdings.

        8.08  PREPAYMENTS OF INDEBTEDNESS, ETC.  Holdings will not, and will
not permit any of its Subsidiaries to:

        (a)  make (or give any notice in respect thereof) any voluntary or
   optional payment or prepayment or redemption or acquisition for value of
   (including, without limitation, by way of depositing with the trustee with
   respect thereto money or securities before due for the purpose of paying
   when due) or exchange (except through the issuance of Exchange Senior
   Subordinated Notes) of the Senior Subordinated Notes;

                                      -58-

        (b)  amend or modify, or permit the amendment or modification of, any
   material provisions of any Senior Subordinated Note Documents; and/or

        (c)  amend, modify or change in any manner adverse to the interests of
   the Banks the certificate of incorporation (including, without limitation,
   by the filing of any certificate of designation) or by-laws of any Credit
   Party or any agreement entered into by Holdings or the Borrower with respect
   to its capital stock (including any Equity Financing Document), or any
   Merger Document or enter into any new agreement in any manner adverse to the
   interests of the Banks with respect to the capital stock of Holdings or the
   Borrower.

        8.09  DIVIDENDS, ETC.  (a)  Holdings will not, and will not permit any
of its Subsidiaries to, declare or pay any dividends (other than dividends
payable solely in capital stock of such Person) or return any capital to, its
stockholders or authorize or make any other distribution, payment or delivery of
property or cash to its stockholders as such, or redeem, retire, purchase or
otherwise acquire, directly or indirectly, for a consideration, any shares of
any class of its capital stock now or hereafter outstanding (or any warrants for
or options or stock appreciation rights in respect of any of such shares), or
set aside any funds for any of the foregoing purposes, or permit any of its
Subsidiaries to purchase or otherwise acquire for consideration any shares of
any class of the capital stock of Holdings or any other Subsidiary, as the case
may be, now or hereafter outstanding (or any options or warrants or stock
appreciation rights issued by such Person with respect to its capital stock)
(all of the foregoing "Dividends"), except that:

        (i)  any Subsidiary of the Borrower may pay dividends to the Borrower
   or to a Subsidiary Guarantor;

        (ii) Holdings may redeem or repurchase Holdings Common Stock (or
   options to purchase such Holdings Common Stock) from (1) officers, employees
   and directors (or their estates) upon the death, permanent disability,
   retirement or termination of employment of any such Person or otherwise in
   accordance with (x) the Stockholders' Agreement and (y) any stock option
   plan or any employee stock ownership plan, or (2) other stockholders of
   Holdings, so long as the purpose of such purchase is to acquire Holdings
   Common Stock for reissuance to new officers, employees and directors (or
   their estates) of Holdings to the extent so reissued within 12 months of any
   such purchase, PROVIDED that in all such cases (x) no Default or Event of
   Default is then in existence or would arise therefrom, (y) the aggregate
   amount of all cash paid in respect of all such shares so redeemed or
   repurchased in any calendar year does not exceed $500,000;

        (iii)     so long as no Default or Event of Default then exists or
   would result therefrom, the Borrower may pay cash Dividends to Holdings so
   long as the cash

                                      -59-

   proceeds thereof are promptly used by Holdings for the purposes described in
   clause (ii), (iv) or (v) of this Section 8.09;

        (iv) the Borrower may pay cash Dividends to Holdings so long as the
   cash proceeds thereof are promptly used by Holdings to pay operating
   expenses in the ordinary course of business (including, without limitation,
   professional fees and expenses) and other similar corporate overhead costs
   and expenses, PROVIDED that the aggregate amount of cash Dividends paid
   pursuant to this clause (iv) shall at no time during any fiscal year of
   Holdings exceed $200,000;

        (v)  the Option Cancellation shall be permitted; and

        (vi) the Borrower may pay cash Dividends to Holdings in amounts equal
   to, and made in lieu of, payments otherwise payable at such time to Holdings
   under the Tax Sharing Agreement.

        (b)  Holdings will not, and will not permit any of its Subsidiaries to,
create or otherwise cause or suffer to exist any encumbrance or restriction
which prohibits or otherwise restricts (A) the ability of any Subsidiary to (a)
pay dividends or make other distributions or pay any Indebtedness owed to
Holdings or any Subsidiary, (b) make loans or advances to Holdings or any
Subsidiary, (c) transfer any of its properties or assets to Holdings or any
Subsidiary or (B) the ability of Holdings or any other Subsidiary of Holdings to
create, incur, assume or suffer to exist any Lien upon its property or assets to
secure the Obligations, other than prohibitions or restrictions existing under
or by reason of:

        (i)  this Agreement, the other Credit Documents and the Senior
   Subordinated Note Documents;

        (ii)  applicable law;

        (iii) customary non-assignment provisions entered into in the
   ordinary course of business and consistent with past practices;

        (iv) any restriction or encumbrance with respect to a Subsidiary
   imposed pursuant to an agreement which has been entered into for the sale or
   disposition of all or substantially all of the capital stock or assets of
   such Subsidiary, so long as such sale or disposition is permitted under this
   Agreement; and

        (v)  Liens permitted under Section 8.03 and any documents or
   instruments governing the terms of any Indebtedness or other obligations
   secured by any such Liens, PROVIDED that such prohibitions or restrictions
   apply only to the assets subject to such Liens.

                                      -60-

        8.10  TRANSACTIONS WITH AFFILIATES.  Holdings will not, and will not
permit any Subsidiary to, enter into any transaction or series of transactions
after the Initial Borrowing Date whether or not in the ordinary course of
business, with any Affiliate other than on terms and conditions substantially as
favorable to Holdings or such Subsidiary as would be obtainable by Holdings or
such Subsidiary at the time in a comparable arm's-length transaction with a
Person other than an Affiliate, PROVIDED that the foregoing restrictions shall
not apply to (i) the payment by Holdings or the Borrower of fees, expenses and
other amounts to Cypress and its Affiliates in connection with the Merger and
payments by Holdings, the Borrower and any of its Subsidiaries to Cypress and
its Affiliates made pursuant to any financial advisory, financing, underwriting
or placement agreement, or in respect of other investment banking activities, in
each case as determined by the board of directors of such Person in good faith,
(ii) employment arrangements entered into in the ordinary course of business
with officers of Holdings and its Subsidiaries and (iii) customary fees paid to
members of the Board of Directors of Holdings and of its Subsidiaries.

        8.11  INTEREST COVERAGE RATIO.  Holdings will not permit the ratio of
(i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any Test
Period ending at the end of any fiscal quarter of Holdings set forth below, to
be less than the ratio set forth opposite such fiscal quarter:

                         Fiscal Quarter Ending Closest To:          Ratio
                          ---------------------------------         -----

                            December 31, 1996                       1.60
                            March 31, 1997                          1.60
                            June 30, 1997                           1.60
                            September 30, 1997                      1.60
                            December 31, 1997                       1.60
                            March 31, 1998                          1.60
                            June 30, 1998                           1.65
                            September 30, 1998                      1.70
                            December 31, 1998                       1.75
                            March 31, 1999                          1.75
                            June 30, 1999                           1.80
                            September 30, 1999                      1.85
                            December 31, 1999                       1.90
                            March 31, 2000                          1.95
                            June 30, 2000                           2.00
                            September 30, 2000                      2.05
                            December 31, 2000                       2.10
                            March 31, 2001                          2.10
                            June 30, 2001                           2.15

                                      -61-

                            September 30, 2001                      2.20
                            December 31, 2001                       2.25
                            March 31, 2002                          2.30
                            June 30, 2002                           2.35
                            September 30, 2002                      2.45
                            December 31, 2002                       2.50
                            March 31, 2003                          2.55
                            June 30, 2003                           2.60
                            September 30, 2003                      2.70
                            December 31, 2003                       2.75
                            March 31, 2004                          2.85
                            June 30,2004                            3.00

        8.12  LEVERAGE RATIO.  Holdings will not permit the Leverage Ratio to
exceed, as of the end of any fiscal quarter of Holdings set forth below, the
ratio set forth opposite such fiscal quarter:

                              Fiscal Quarter Ending Closest To:     Ratio
                               ---------------------------------     -----

                            December 31, 1996                       6.25
                            March 31, 1997                          6.25
                            June 30, 1997                           6.25
                            September 30, 1997                      6.25
                            December 31, 1997                       6.25
                            March 31, 1998                          6.20
                            June 30, 1998                           6.00
                            September 30, 1998                      5.75
                            December 31, 1998                       5.60
                            March 31, 1999                          5.50
                            June 30, 1999                           5.40
                            September 30, 1999                      5.30
                            December 31, 1999                       5.20
                            March 31, 2000                          5.10
                            June 30, 2000                           4.90
                            September 30, 2000                      4.80
                            December 31, 2000                       4.70
                            March 31, 2001                          4.60
                            June 30, 2001                           4.50
                            September 30, 2001                      4.40
                            December 31, 2001                       4.30

                                      -62-

                            March 31, 2002                          4.20
                            June 30, 2002                           4.05
                            September 30, 2002                      3.90
                            December 31, 2002                       3.80
                            March 31, 2003                          3.70
                            June 30, 2003                           3.60
                            September 30, 2003                      3.45
                            December 31, 2003                       3.30
                            March 31, 2004                          3.15
                            June 30, 2004                           3.00

        8.13  MINIMUM CONSOLIDATED EBITDA.  Holdings will not permit
Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter
of Holdings set forth below, to be less than the amount set forth opposite such
fiscal quarter:

                          Fiscal Quarter Ending Closest To:     Amount
                          --------------------------------      ------

                              December 31, 1996              $ 27,800,000
                              March 31, 1997                 $ 26,640,000
                              June 30, 1997                  $ 26,640,000
                              September 30, 1997             $ 26,640,000
                              December 31, 1997              $ 26,640,000
                              March 31, 1998                 $ 27,330,000
                              June 30, 1998                  $ 28,650,000
                              September 30, 1998             $ 29,170,000
                              December 31, 1998              $ 29,830,000
                              March 31, 1999                 $ 30,200,000
                              June 30, 1999                  $ 30,710,000
                              September 30, 1999             $ 31,170,000
                              December 31, 1999              $ 31,560,000
                              March 31, 2000                 $ 32,070,000
                              June 30, 2000                  $ 32,750,000
                              September 30, 2000             $ 33,380,000
                              December 31, 2000              $ 33,900,000
                              March 31, 2001                 $ 34,220,000
                              June 30, 2001                  $ 34,650,000
                              September 30, 2001             $ 35,050,000
                              December 31, 2001              $ 35,370,000
                              March 31, 2002                 $ 35,950,000
                              June 30, 2002                  $ 36,710,000

                                      -63-

                              September 30, 2002             $ 37,420,000
                              December 31, 2002              $ 38,010,000
                              March 31, 2003                 $ 38,380,000
                              June 30, 2003                  $ 38,870,000
                              September 30, 2003             $ 39,330,000
                              December 31, 2003              $ 39,700,000
                              March 31, 2004                 $ 40,090,000
                              June 30, 2004                  $ 40,610,000

        8.14  LIMITATION ON ISSUANCE OF STOCK.  Holdings will not permit any of
its Subsidiaries, directly or indirectly, to issue any shares of its capital
stock or other securities (or warrants, rights or options to acquire shares or
other equity securities), except (i) for replacements of then outstanding shares
of capital stock, (ii) for stock splits, stock dividends and similar issuances
which do not decrease the percentage ownership of Holdings or any of its
Subsidiaries in any class of the capital stock of such Subsidiary, (iii) for
issuances to Holdings or any of its Subsidiaries in connection with the creation
of new Wholly-Owned Subsidiaries permitted under Section 8.15, (iv) to qualify
directors to the extent required by applicable law, and (v) for issuances by
wholly-owned Foreign Subsidiaries to third Persons to satisfy local law
requirements.

        8.15  LIMITATION ON CREATION OF SUBSIDIARIES.  Holdings will not, and
will not permit any Subsidiary to, establish, create or acquire any Subsidiary;
PROVIDED that, the Borrower and its Subsidiaries shall be permitted to
establish, create or acquire Wholly-Owned Subsidiaries so long as (i) 100% (or
65% in the case of a Foreign Subsidiary) of the capital stock of such new
Subsidiary owned by the Borrower or any Subsidiary Guarantor is pledged pursuant
to, and to the extent required by, the Pledge Agreement and the certificates
representing such stock, together with stock powers duly executed in blank, are
delivered to the Collateral Agent and (ii) such new Subsidiary (other than if a
Foreign Subsidiary) executes a counterpart of the Subsidiary Guaranty, the
Pledge Agreement and the Security Agreement, in each case on the same basis (and
to the same extent) as such Subsidiary would have executed such Credit Documents
if it were a Credit Party on the Initial Borrowing Date.

        SECTION 9.  EVENTS OF DEFAULT.  Upon the occurrence of any of the
following specified events (each, an "Event of Default"):

        9.01  PAYMENTS.  The Borrower shall (i) default in the payment when due
of any principal of the Loans or (ii) default, and such default shall continue
for five or more days, in the payment when due of any Unpaid Drawing, any
interest on the Loans or any Fees or any other amounts owing hereunder or under
any other Credit Document; or

                                      -64-

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

        9.03  COVENANTS.  Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 7.11 or 8, or (b) default in the due performance or observance by it of
any term, covenant or agreement (other than those referred to in Section 9.01,
9.02 or clause (a) of this Section 9.03) contained in this Agreement and such
default shall continue unremedied for a period of at least 30 days after written
notice to the defaulting party by the Administrative Agent or the Required
Banks;

        9.04  DEFAULT UNDER OTHER AGREEMENTS.  (a)  Holdings or any of its
Subsidiaries shall (i) default in any payment with respect to any Indebtedness
(other than the Obligations) beyond the period of grace, if any, applicable
thereto or (ii) default in the observance or performance of any agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause any such
Indebtedness to become due prior to its stated maturity; or (b) any such
Indebtedness of Holdings or any of its Subsidiaries shall be declared to be due
and payable prior to the stated maturity thereof, PROVIDED that it shall not
constitute an Event of Default pursuant to this Section 9.04 unless the
principal amount of any one issue of such Indebtedness exceeds $2,000,000 or the
aggregate amount of all Indebtedness referred to in clauses (a) and (b) above
exceeds $3,000,000 at any one time; or

        9.05  BANKRUPTCY, ETC.  Holdings or any of its Subsidiaries shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy", as now or hereafter in effect, or any successor
thereto (the "Bankruptcy Code"); or an involuntary case is commenced against
Holdings or any of its Subsidiaries and the petition is not controverted within
10 days, or is not dismissed within 60 days, after commencement of the case; or
a custodian (as defined in the Bankruptcy Code) is appointed for, or takes
charge of, all or substantially all of the property of Holdings or any of its
Subsidiaries; or Holdings or any of its Subsidiaries commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to or any of its
Subsidiaries; or there is commenced against Holdings or any of its Subsidiaries
any such proceeding which remains undismissed for a period of 60 days; or
Holdings or any of its Subsidiaries is adjudicated insolvent or bankrupt; or any
order of relief or other order approving any such case or proceeding is entered;
Holdings or any of

                                      -65-

its Subsidiaries suffers any appointment of any custodian or the like for it or
any substantial part of its property to continue undischarged or unstayed for a
period of 60 days; or Holdings or any of its Subsidiaries makes a general
assignment for the benefit of creditors; or any corporate action is taken by
Holdings or any of its Subsidiaries for the purpose of effecting any of the
foregoing; or

        9.06  ERISA.  (a)  Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of any
amortization period is sought or granted under Section 412 of the Code or
Section 303 or 304 of ERISA, a Reportable Event shall have occurred, any Plan
which is subject to Title IV of ERISA shall have had or is likely to have a
trustee appointed to administer such Plan, any Plan which is subject to Title IV
of ERISA is, shall have been or is likely to be terminated or to be the subject
of termination proceedings under ERISA, any Plan shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan that is
subject to the funding requirements of Section 412 of the Code or Section 302 of
ERISA has not been timely made, Holdings or any Subsidiary of Holdings or any
ERISA Affiliate has incurred or is likely to incur any liability to or on
account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the
Code or on account of a group health plan (as defined in Section 607(1) of ERISA
or Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or Holdings
or any Subsidiary of Holdings has incurred or is likely to incur liabilities
pursuant to one or more employee welfare benefit plans (as defined in Section
3(1) of ERISA) that provide benefits to retired employees or other former
employees (other than as required by Section 601 of ERISA) or Plans; (b) there
shall result from any such event or events the imposition of a lien, the
granting of a security interest, or a liability or a material risk of incurring
a liability; and (c) such lien, security interest or liability, individually,
and/or in the aggregate, in the reasonable opinion of the Required Banks, has
had, will have, a Material Adverse Effect; or

        9.07  SECURITY DOCUMENTS.  (a)  Any Security Document shall cease to be
in full force and effect, or shall cease to give the Collateral Agent the Liens
or any of the material rights, powers and privileges purported to be created
thereby in favor of the Collateral Agent, or (b) any Credit Party shall default
in the due performance or observance of any term, covenant or agreement on its
part to be performed or observed pursuant to any such Security Document and such
default (other than a default arising from the failure to deliver collateral)
shall continue unremedied for a period of at least 30 days after written notice
to the defaulting party by the Collateral Agent; or

        9.08  GUARANTIES.  The Guaranties or any provision thereof shall cease
to be in full force and effect, or any Guarantor or any Person acting by or on
behalf of such Guarantor shall deny or disaffirm such Guarantor's obligations
under any Guaranty or any

                                      -66-

Guarantor shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to any
Guaranty and such default (other than a payment default) shall continue
unremedied for a period of at least 30 days after written notice to the
defaulting party by the Administrative Agent; or

        9.09  JUDGMENTS.  One or more judgments or decrees shall be entered
against Holdings or any of its Subsidiaries involving a liability of $2,000,000
or more in the case of any one such judgment or decree and $3,000,000 or more in
the aggregate for all such judgments and decrees for Holdings and its
Subsidiaries (not paid or to the extent not covered by insurance) and any such
judgments or decrees shall not have been vacated, discharged or stayed or bonded
pending appeal within 60 days from the entry thereof;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Banks, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent or any Bank to enforce its claims against any Guarantor or
the Borrower, except as otherwise specifically provided for in this Agreement
(PROVIDED that, if an Event of Default specified in Section 9.05 shall occur
with respect to the Borrower, the result which would occur upon the giving of
written notice by the Administrative Agent as specified in clauses (i) and (ii)
below shall occur automatically without the giving of any such notice):  (i)
declare the Total Commitment terminated, whereupon the Commitment of each Bank
shall forthwith terminate immediately and any Commitment Commission shall
forthwith become due and payable without any other notice of any kind; (ii)
declare the principal of and any accrued interest in respect of all Loans and
all obligations owing hereunder (including Unpaid Drawings) and thereunder to
be, whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; (iii) enforce, as Collateral Agent (or direct the
Collateral Agent to enforce), any or all of the Liens and security interests
created pursuant to the Security Documents; (iv) terminate any Letter of Credit
which may be terminated in accordance with its terms; and (v) direct the
Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or
upon the occurrence of any Event of Default specified in Section 9.05 in respect
of the Borrower, it will pay) to the Collateral Agent at the Payment Office such
additional amounts of cash, to be held as security for the Borrower's
reimbursement obligations in respect of Letters of Credit then outstanding equal
to the aggregate Stated Amount of all Letters of Credit then outstanding.

        SECTION 10.  DEFINITIONS.  As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

                                      -67-

        "A Term Commitment" shall mean, with respect to each Bank, the amount,
if any, set forth opposite such Bank's name on Annex I hereto directly below the
column entitled "A Term Commitment" as the same may be terminated pursuant to
Section 3.03.

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

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

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

        "A TF Maturity Date" shall mean May 13, 2002.

        "A TF Percentage" shall mean, at any time of determination thereof, a
fraction (expressed as a percentage) the numerator of which is equal to the
aggregate principal amount of A Term Loans outstanding at such time and the
denominator of which is equal to the aggregate principal amount of Term Loans
outstanding at such time.

        "Acknowledgment Agreement" shall mean the Acknowledgment Agreement,
dated as of November 13, 1996, executed by AMTROL after the Merger, in the form
of Exhibit M.

        "Acquisition Corp." shall mean AMTROL Acquisition, Inc., a Rhode Island
corporation.

        "Acquisition Loans" shall mean Revolving Loans the proceeds of which
are utilized to make Permitted Acquisitions or to refinance loans or advances
the proceeds of which were utilized to make Permitted Acquisitions.

        "Acquisition Sublimit" shall mean at any time the Total Revolving
Commitment at such time less $10,000,000.

        "Additional Mortgages" shall have the meaning provided in Section 7.11.

        "Adjusted Cash Flow" for any fiscal year shall mean Consolidated Net
Income for such fiscal year (after provision for taxes) PLUS the amount of all
net non-cash charges (including, without limitation, depreciation, deferred tax
expense, non-cash interest expense, amortization and other non-cash charges)
that were deducted in arriving at Consolidated Net Income for such fiscal year,
MINUS the amount of all non-cash gains and gains from sales of assets (other
than sales of inventory and equipment in the normal course of business) that
were added in arriving at Consolidated Net Income for such fiscal year.

                                      -68-

        "Adjusted RF Percentage" shall mean (x) at a time when no Bank Default
exists, for each RF Bank such RF Bank's Revolving Percentage and (y) at a time
when a Bank Default exists (i) for each RF Bank that is a Defaulting Bank, zero
and (ii) for each RF Bank that is a Non-Defaulting Bank, the percentage
determined by dividing such RF Bank's Revolving Commitment at such time by the
Adjusted Total Revolving Commitment at such time, it being understood that all
references herein to Revolving Commitments and the Adjusted Total Revolving
Commitment at a time when the Total Revolving Commitment or Adjusted Total
Revolving Commitment, as the case may be, has been terminated shall be
references to the Total Revolving Commitment or Adjusted Total Revolving
Commitment, as the case may be, in effect immediately prior to such termination,
PROVIDED that (A) no RF Bank's Adjusted RF Percentage shall change upon the
occurrence of a Bank Default from that in effect immediately prior to such Bank
Default if, after giving effect to such Bank Default and any repayment of
Revolving Loans and Swingline Loans at such time pursuant to Section 4.02(A)(a)
or otherwise, the sum of (i) the aggregate outstanding principal amount of
Revolving Loans of all Non-Defaulting Banks plus (ii) the aggregate outstanding
principal amount of Swingline Loans plus (iii) the Letter of Credit
Outstandings, exceeds the Adjusted Total Revolving Loan Commitment; (B) the
changes to the Adjusted RF Percentage that would have become effective upon the
occurrence of a Bank Default but that did not become effective as a result of
the preceding clause (A) shall become effective on the first date after the
occurrence of the relevant Bank Default on which the sum of (i) the aggregate
outstanding principal amount of the Revolving Loans of all Non-Defaulting Banks
plus (ii) the aggregate outstanding principal amount of the Swingline Loans plus
(iii) the Letter of Credit Outstandings is equal to or less than the Adjusted
Total Revolving Commitment; and (C) if (i) a Non-Defaulting Bank's Adjusted RF
Percentage is changed pursuant to the preceding clause (B) and (ii) any
repayment of such Bank's Revolving Loans, or of Unpaid Drawings with respect to
Letters of Credit or of Swingline Loans, that were made during the period
commencing after the date of the relevant Bank Default and ending on the date of
such change to its Adjusted RF Percentage must be returned to any Borrower as a
preferential or similar payment in any bankruptcy or similar proceeding of such
Borrower, then the change to such Non-Defaulting Bank's Adjusted RF Percentage
effected pursuant to said clause (B) shall be reduced to that positive change,
if any, as would have been made to its Adjusted RF Percentage if (x) such
repayments had not been made and (y) the maximum change to its Adjusted RF
Percentage would have resulted in the sum of the outstanding principal of
Revolving Loans made by such Bank plus such Bank's new Adjusted RF Percentage of
the outstanding principal amount of Swingline Loans and of Letter of Credit
Outstandings equalling such Bank's Revolving Commitment at such time.

        "Adjusted Revolving Commitment" for each Non-Defaulting Bank shall mean
at any time the product of such Bank's Adjusted RF Percentage and the Adjusted
Total Revolving Commitment.

                                      -69-

        "Adjusted Total Revolving Commitment" shall mean at any time the Total
Revolving Commitment less the aggregate Revolving Commitments of all Defaulting
Banks.

        "Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 11.09.

        "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with such Person.  A Person shall be deemed to control a corporation if
such Person possesses, directly or indirectly, the power (i) to vote 10% or more
of the securities having ordinary voting power for the election of directors of
such corporation or (ii) to direct or cause the direction of the management and
policies of such corporation, whether through the ownership of voting
securities, by contract or otherwise.

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

        "Agreement" shall mean this Credit Agreement, as the same may be from
time to time further modified, amended and/or supplemented.

        "AMTROL" shall mean AMTROL, Inc., a Rhode Island corporation.

        "AMTROL International" shall mean AMTROL International Inc., a Rhode
Island corporation and a Wholly-Owned Subsidiary of the Borrower.

        "AMTROL Asia Pacific" shall mean AMTROL Asia Pacific Ltd., a Hong Kong
corporation.

        "Anticipated Reinvestment Amount" shall mean, with respect to any
Reinvestment Election, the amount specified in the Reinvestment Notice delivered
by the Borrower in connection therewith as the amount of the Net Cash Proceeds
from the related Asset Sale that the Borrower intends to use to purchase,
construct or otherwise acquire Reinvestment Assets.

        "Applicable Base Rate Margin" shall mean (i) in the case of A Term
Loans, Revolving Loans and Swingline Loans, 1.50% LESS the Margin Reduction
Discount, if any and (ii) in the case of B Term Loans, 2.00%.

                                      -70-

        "Applicable Eurodollar Margin" shall mean (i) in the case of A Term
Loans, Revolving Loans and Swingline Loans, 2.50% LESS the Margin Reduction
Discount, if any and (ii) in the case of B Term Loans, 3.00%.

        "Asset Sale" shall mean the sale, transfer or other disposition by
Holdings or any Subsidiary to any Person other than the Borrower or any
Subsidiary Guarantor of any asset of the Borrower or such Subsidiary (other than
sales, transfers or other dispositions in the ordinary course of business of
inventory and/or obsolete or excess equipment).

        "Assignment Agreement" shall mean the Assignment Agreement in the form
of Exhibit L (appropriately completed).

        "Authorized Officer" shall mean any senior officer of Holdings or the
Borrower designated as such in writing to the Administrative Agent by Holdings
or the Borrower, in each case to the extent acceptable to the Administrative
Agent.

        "B Term Commitment" shall mean, with respect to each Bank, the amount,
if any, set forth opposite such Bank's name on Annex I hereto directly below the
column entitled "B Term Commitment" as the same may be terminated pursuant to
Section 3.03.

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

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

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

        "B TF Maturity Date" shall mean May 13, 2004.

        "B TF Percentage" shall mean, at any time of determination thereof, a
percentage equal to 100% minus the A TF Percentage at such time.

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

        "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any incurrence of Loans or
to fund its portion of any unreimbursed payment under Section 2.05(c) or (ii) a
Bank having notified the Administrative Agent and/or the Borrower that it does
not intend to comply with the obligations under Section 1.01 or under Section
2.05(c), in the case of either clause (i) or (ii) as a result of the appointment
of a receiver or conservator with respect to such Bank at the direction or
request of any regulatory agency or authority.

                                      -71-

        "Bank Register" shall have the meaning provided in Section 12.16.

        "Bankruptcy Code" shall have the meaning provided in Section 9.05.

        "Base Rate" at any time shall mean the higher of (i) the rate which is
1/2 of 1% in excess of the Federal Funds Effective Rate and (ii) the Prime
Lending Rate.

        "Base Rate Loan" shall mean each Loan bearing interest at the rates
provided in Section 1.08(a).

        "Borrower" shall mean (i) at any time prior to the consummation of the
Merger, Acquisition Corp. and (ii) thereafter, AMTROL, as the surviving
corporation of the Merger.

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

        "BTCo" shall mean Bankers Trust Company in its individual capacity.

        "Business Day" shall mean (i) for all purposes other than as covered by
clause (ii) below, any day excluding Saturday, Sunday and any day which shall be
in the City of New York a legal holiday or a day on which banking institutions
are authorized by law or other governmental actions to close and (ii) with
respect to all notices and determinations in connection with, and payments of
principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) and which is also a day for trading by and between banks
in U.S. dollar deposits in the interbank Eurodollar market.

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

        "Capitalized Lease Obligations" shall mean all obligations under
Capital Leases of the Borrower or any of its Subsidiaries in each case taken at
the amount thereof accounted for as liabilities in accordance with GAAP.

        "Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality

                                      -72-

thereof (PROVIDED that the full faith and credit of the United States of America
is pledged in support thereof) having maturities of not more than six months
from the date of acquisition, (ii) U.S. dollar denominated time deposits,
certificates of deposit and bankers' acceptances of (x) any Bank, (y) any
domestic commercial bank of recognized standing having capital and surplus in
excess of $500,000,000 or (z) any bank (or the parent company of such bank)
whose short-term commercial paper rating from Standard & Poor's Ratings
Services, a division of McGraw-Hill, Inc. ("S&P") is at least A-1 or the
equivalent thereof or from Moody's Investors Service, Inc.  ("Moody's") is at
least P-1 or the equivalent thereof (any such bank, an "Approved Bank"), in each
case with maturities of not more than six months from the date of acquisition,
(iii) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (i) above entered into
with any bank meeting the qualifications specified in clause (ii) above, (iv)
commercial paper issued by any Bank or Approved Bank or by the parent company of
any Bank or Approved Bank and commercial paper issued by, or guaranteed by, any
industrial or financial company with a short-term commercial paper rating of at
least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent
thereof by Moody's (any such company, an "Approved Company"), or guaranteed by
any industrial company with a long term unsecured debt rating of at least A or
A2, or the equivalent of each thereof, from S&P or Moody's, as the case may be,
and in each case maturing within six months after the date of acquisition and
(v) investments in money market funds substantially all of whose assets are
comprised of securities of the type described in clauses (i) through (iv) above.

        "Cash Proceeds" shall mean, with respect to any Asset Sale, the
aggregate cash payments (including any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, but only as and
when so received) received by the Borrower and/or any Subsidiary from such Asset
Sale.

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

        "Change of Control" shall mean, at any time and for any reason
whatsoever, (a) Holdings shall cease to own directly 100% on a fully diluted
basis of the economic and voting interest in the Borrower's capital stock or (b)
Cypress and/or its Affiliates and/or the Management Investors shall cease to own
on a fully diluted basis in the aggregate at least 51% of the economic and
voting interest in Holdings' capital stock or (c) any Person or "group" (within
the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
as in effect on the Effective Date, other than Cypress and its Affiliates, shall
have acquired beneficial ownership of 35% or more on a fully diluted basis of
the voting and/or economic interest in Holdings' capital stock or (d) the Board
of Directors of Holdings shall cease to consist of a majority of Continuing
Directors or (e) a "change of control" or similar event shall occur as provided
in the Senior Subordinated Note Indenture.

                                      -73-

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

        "Collateral" shall mean all of the Collateral as defined in each of the
Security Documents.

        "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Banks.

        "Commitment" shall mean, with respect to each Bank, such Bank's Term
Commitment and Revolving Commitment.

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

        "Consolidated Capital Expenditures" shall mean, for any period, the
aggregate of all cash expenditures and including in all events all amounts
expended under Capital Leases but excluding any amount representing capitalized
interest) by Holdings and its Subsidiaries during that period that, in
conformity with GAAP, are or are required to be included in the property, plant
or equipment reflected in the consolidated balance sheet of Holdings and its
Subsidiaries, PROVIDED that Consolidated Capital Expenditures shall in any event
(x) include the purchase price paid in cash in connection with the acquisition
of any Person (including through the purchase of all of the capital stock or
other ownership interests of such Person or through merger or consolidation) to
the extent allocable to property, plant and equipment and (y) exclude amounts
expended to acquire Reinvestment Assets.

        "Consolidated Cash Interest Expense" shall mean, for any period,
Consolidated Interest Expense for such period LESS (i) any portion of such
Consolidated Interest Expense not payable in cash and amortization of discount
and deferred issuance and financing costs and (ii) the consolidated interest
income (to the extent payable in cash) of Holdings and its Subsidiaries for such
period, PROVIDED that for the purposes of Sections 8.11, Consolidated Cash
Interest Expense for each Test Period ending on or prior to September 30, 1997
shall mean the sum of (x) Consolidated Cash Interest Expense for such Test
Period as determined without regard to this proviso plus (y) the amount set
forth in Annex X hereto as applicable to Consolidated Cash Interest Expense for
such Test Period.

        "Consolidated Current Assets" shall mean, as to any Person at any time,
the current assets (other than cash and Cash Equivalents) of such Person and its
Subsidiaries determined on a consolidated basis in accordance with GAAP.

                                      -74-

        "Consolidated Current Liabilities" shall mean, as to any Person at any
time, the current liabilities of such Person and its Subsidiaries determined on
a consolidated basis in accordance with GAAP, but excluding all short-term
Indebtedness for borrowed money and the current portion of any long-term
Indebtedness of such Person or its Subsidiaries, in each case to the extent
otherwise included therein.

        "Consolidated Debt" shall mean, as of any date of determination, the
aggregate stated balance sheet amount of all Indebtedness of Holdings and its
Subsidiaries on a consolidated basis as determined in accordance with GAAP plus
any Indebtedness for borrowed money of any other Person as to which Holdings
and/or any of its Subsidiaries has created a guarantee or other Contingent
Obligation.

        "Consolidated EBIT" shall mean, for any period, (A) the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) provisions for
taxes based on income, (iii) Consolidated Interest Expense, (iv) amortization or
write-off of deferred financing costs to the extent deducted in determining
Consolidated Net Income and (v) losses on sales of assets (excluding sales in
the ordinary course of business) and other extraordinary losses LESS (B) the
amount for such period of gains on sales of assets (excluding sales in the
ordinary course of business) and other extraordinary gains, all as determined on
a consolidated basis in accordance with GAAP.

        "Consolidated EBITDA" shall mean, for any period, the sum of the
amounts for such period of (i) Consolidated EBIT, (ii) depreciation expense,
(iii) amortization expense and (iv) one-time severance expenses relating to
lay-offs in connection with, or resulting from the Transaction to the extent
deducted in the calculation of Consolidated Net Income for such period, all as
determined on a consolidated basis in accordance with GAAP; PROVIDED that
Consolidated EBITDA for each Test Period ending on or prior to September 30,
1997 shall mean the sum of (x) Consolidated EBITDA for such Test Period as
determined without regard to this proviso PLUS (y) the amount set forth in Annex
X hereto as applicable to Consolidated EBITDA for such Test Period.

        "Consolidated Interest Expense" shall mean, for any period - total
interest expense (including the portion that is attributable to Capital Leases
in accordance with GAAP) of Holdings and its Subsidiaries on a consolidated
basis with respect to all outstanding Indebtedness of Holdings and its
Subsidiaries (including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs under Interest Rate Agreements).

        "Consolidated Net Income" shall mean for any period, the net income (or
loss) of Holdings and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with GAAP, PROVIDED
that there shall be excluded from the calculation thereof (without duplication)
(i) the income (or loss) of any

                                      -75-

Person (other than Subsidiaries of Holdings) in which any other Person (other
than Holdings or any of its Subsidiaries) has a joint interest, except to the
extent of the amount of dividends or other distributions actually paid to
Holdings or any of its Subsidiaries by such Person during such period, (ii) the
income (or loss) of any Person accrued prior to the date it becomes a Subsidiary
of Holdings or is merged into or consolidated with Holdings or any of its
Subsidiaries or that Person's assets are acquired by Holdings or any of its
Subsidiaries, (iii) the income of any Subsidiary of Holdings to the extent that
the declaration or payment of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary, (iv) Transaction
Expenses, (v) compensation expense resulting from the issuance of capital stock,
stock options or stock appreciation rights issued to employees, including
officers, of Holdings or any Subsidiary, or the exercise of such options or
rights, in each case to the extent the obligation (if any) associated therewith
is not expected to be settled by the payment of cash by Holdings or any
Affiliate of Holdings and compensation expense resulting from the repurchase of
any such capital stock, options and rights, (vi) any one-time non-cash expenses
incurred or payments made in connection with the Transaction (including (x)
reversals of purchase accounting positions, (y) the amount of any expenses
included in the Cost of Goods Sold resulting from the write-up of finished goods
inventory and (z) the write-down of the 4-BA Production Line, a reusable
pressure-rated cylinder line), (vii) the one-time charge relating to reserve
adjustments for workman's compensation in connection with or resulting from the
Transaction and (viii) expenses relating to the Option Cancellation.

        "Contingent Obligations" shall mean as to any Person any obligation of
such Person guaranteeing or intending to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent,
(a) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (b) to advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (c) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (d) otherwise to assure or hold harmless the owner of
such primary obligation against loss in respect thereof, PROVIDED HOWEVER, that
the term Contingent Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business.  The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof

                                      -76-

(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

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

        "Credit Documents" shall mean this Agreement, the Notes, the Security
Documents, the Subsidiary Guaranty and the Acknowledgment Agreement and any
documents executed in connection therewith.

        "Credit Event" shall mean and include the making of a Loan or the
issuance of a Letter of Credit.

        "Credit Party" shall mean Holdings, the Borrower and the Subsidiary
Guarantors.

        "Cypress" shall mean The Cypress Group L.L.C., a Delaware limited
liability corporation.

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

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

        "Designated Assets" shall mean those assets listed on Annex VII.

        "Dividends" shall have the meaning provided in Section 8.09.

        "Documentation Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the Documentation
Agent.

        "Documents" shall mean, collectively, the Credit Documents and the
Transaction Documents.

        "Effective Date" shall have the meaning provided in Section 12.10.

        "Eligible Transferee" shall mean and include a commercial bank,
financial institution or other institutional "accredited investor" as defined in
Regulation D of the Securities Act.

                                      -77-

        "Employment Agreements" shall have the meaning provided in Section
5.01(d).

        "Environmental Claims" means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigations (other than internal reports prepared
by the Borrower or any of its Subsidiaries solely in the ordinary course of such
Person's business and not in response to any third party action or request of
any kind) or proceedings relating in any way to any Environmental Law or any
permit issued, or any approval given, under any such Environmental Law
(hereafter, "Claims"), including, without limitation, (a) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (b) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials arising from alleged injury
or threat of injury to health, safety or the environment.

        "Environmental Law" means any applicable Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code and rule of common law now
or hereafter in effect and in each case as amended, and any binding judicial or
administrative interpretation thereof, including any binding judicial or
administrative order, consent decree or judgment, relating to the environment or
Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal
Water Pollution Control Act, as amended, 33 U.S.C. Section  1251 ET SEQ.; the
Toxic Substances Control Act, 15 U.S.C. Section  7401 ET SEQ.; the Clean Air
Act, 42 U.S.C. Section  7401 ET SEQ.; the Safe Drinking Water Act, 42 U.S.C.
Section  3808 ET SEQ.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 ET
SEQ. and any applicable state and local or foreign counterparts or equivalents.

        "Equity Financing" shall mean the issuance by Holdings of Holdings
Common Stock on the Initial Borrowing Date in accordance with the provisions of
Section 5.01(h)(I).

        "Equity Financing Documents" shall mean all of the agreements
governing, or relating to, the Equity Financing.

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

                                      -78-

        "ERISA Affiliate" shall mean each person (as defined in Section 3(9) of
ERISA) which together with Holdings, a Subsidiary or a Credit Party would be
deemed to be a "single employer" within the meaning of Sections 414(b), (c), (m)
and (o) of the Code.

        "Eurodollar Loans" shall mean each Loan bearing interest at the rates
provided in Section 1.08(b).

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

        "Event of Default" shall have the meaning provided in Section 9.

        "Excess Cash Flow" shall mean, for any fiscal year, the remainder of
(i) the sum of (x) Adjusted Cash Flow for such fiscal year and (y)(I) the
decrease, if any, in Working Capital less (II) the decrease, if any, in the
principal amount of Revolving Loans, in each case from the first day to the last
day of such fiscal year, plus (ii) to the extent not included in (i) above, any
amounts received by Holdings and its Subsidiaries in settlement of, or in
payment of any judgments resulting from, actions, suits or proceedings with
respect to Holdings and/or its Subsidiaries from the first day to the last day
of such fiscal year, minus (iii) the sum of (x) the amount of Consolidated
Capital Expenditures (except to the extent financed through the incurrence of
Indebtedness) made during such fiscal year and (y)(I) the increase, if any, in
Working Capital less (II) the increase, if any, in the principal amount of
Revolving Loans, in each case from the first day to the last day of such fiscal
year and (z) any repayments or prepayments of the principal amount of Term
Loans, except prepayments of the principal amount of Term Loans made pursuant to
Sections 4.02(A)(c), (d), (e), (f), (g) and/or (i) and any repayments of
Revolving Loans as a result of a Scheduled Reduction.

        "Exchange Senior Subordinated Notes" shall mean senior subordinated
notes which are substantially identical securities to the Senior Subordinated
Notes issued on or prior to the Initial Borrowing Date, which Exchange Senior
Subordinated Notes shall be

                                      -79-

issued pursuant to a registered exchange offer or private exchange offer for the
Senior Subordinated Notes and pursuant to the Senior Subordinated Note
Indenture.  In no event will the issuance of any Exchange Senior Subordinated
Notes increase the aggregate principal amount of Senior Subordinated Notes then
outstanding or otherwise result in an increase in an interest rate applicable to
the Senior Subordinated Notes.

        "Existing Credit Agreement" shall mean the Amended and Restated Credit
Agreement, dated as of March 29, 1996, among AMTROL, the institutions from time
to time party thereto, and Fleet National Bank, N.A., as Agent, as in effect on
the Effective Date.

        "Existing Indebtedness" shall have the meaning provided in Section
6.21.

        "Existing Indebtedness Agreements" shall have the meaning provided in
Section 5.01(d).

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

        "Expiration Date" shall mean January 31, 1997.

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

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

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

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

        "Foreign Subsidiary" shall mean each Subsidiary of the Borrower that is
incorporated under the laws of any jurisdiction other than the United States of
America, any State thereof, or any territory thereof.

                                      -80-

        "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect on the date of this Agreement; it being
understood and agreed that determinations in accordance with GAAP for purposes
of Section 8, including defined terms as used therein, are subject (to the
extent provided therein) to Section 12.07(a).

        "Guaranteed Creditors" shall mean and include each of the Agents, the
Collateral Agent, the Banks and each party (other than any Credit Party) party
to an Interest Rate Agreement to the extent that such party constitutes a
Secured Creditor.

        "Guaranteed Obligations" shall mean (i) the principal and interest on
each Note issued by the Borrower, and Loans made, under this Agreement and all
reimbursement obligations and Unpaid Drawings with respect to Letters of Credit,
together with all the other obligations (including obligations which, but for
the automatic stay under Section 362(a) of the Bankruptcy Code, would become
due) and liabilities (including, without limitation, indemnities, fees and
interest thereon) of the Borrower to any Bank or the Agents and/or the
Collateral Agent now existing or hereafter incurred under, arising out of or in
connection with this Agreement or any other Credit Document and the due
performance and compliance with all the terms, conditions and agreements
contained in the Credit Documents by the Borrower and (ii) all obligations
(including obligations which, but for the automatic stay under Section 362(a) of
the Bankruptcy Code, would become due) and liabilities of the Borrower owing
under any Interest Rate Agreement entered into by the Borrower with a Secured
Creditor, whether now in existence or hereafter arising, and the due performance
and compliance with all terms, conditions and agreements contained therein.

        "Guarantor" shall mean Holdings and each Subsidiary Guarantor.

        "Guaranty" shall mean and include each of the Holdings Guaranty and the
Subsidiary Guaranty.

        "Hazardous Materials" means (a) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, transformers or other equipment that
contains, electric fluid containing levels of polychlorinated biphenyls, and
radon gas and (b) any chemicals, materials or substances defined as or included
in the definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous waste," "restricted hazardous waste," "toxic
substances," "toxic pollutants," "contaminants," or "pollutants," or words of
similar import, under any applicable Environmental Law.

        "Holdings" shall mean AMTROL Holdings, Inc., a Delaware corporation.

        "Holdings Common Stock" shall mean the common stock of Holdings.

                                      -81-

        "Holdings Guaranty" shall mean the guaranty of Holdings pursuant to
Section 13.

        "Hong Kong Mortgage" shall have the meaning provided in Section 7.15.

        "Indebtedness" of any Person shall mean, without duplication, (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase price
of assets or services which in accordance with GAAP would be shown on the
liability side of the balance sheet of such Person, (iii) the face amount of all
letters of credit issued for the account of such Person and, without
duplication, all drafts drawn thereunder, (iv) all Indebtedness of a second
Person secured by any Lien on any property owned by such first Person, whether
or not such indebtedness has been assumed, (v) all Capitalized Lease Obligations
of such Person, (vi) all obligations of such Person to pay a specified purchase
price for goods or services whether or not delivered or accepted, I.E.,
take-or-pay and similar obligations, (vii) all net obligations of such Person
under Interest Rate Agreements and (viii) all Contingent Obligations of such
Person, (other than Contingent Obligations arising from the guaranty by such
Person of the obligations of the Borrower and/or its Subsidiaries to the extent
such guaranteed obligations do not constitute Indebtedness and are otherwise
permitted hereunder), PROVIDED that Indebtedness shall not include trade
payables and accrued expenses, in each case arising in the ordinary course of
business.

        "Initial Borrowing Date" shall mean the date upon which the initial
Borrowing of Loans occurs.

        "Interest Period" with respect to any Loan shall mean the interest
period applicable thereto, as determined pursuant to Section 1.09.

        "Interest Rate Agreement" shall mean any interest rate swap agreement,
any interest rate cap agreement, any interest rate collar agreement or other
similar agreement or arrangement designed to protect the Borrower or any
Subsidiary against fluctuations in interest rates.

        "Leasehold" of any Person means all of the right, title and interest of
such Person as lessee or licensee in, to and under leases or licenses of land,
improvements and/or fixtures.

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

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

        "Letter of Credit Issuer" shall mean BTCo or any Bank which at the
request of the Borrower and with the consent of the Administrative Agent agrees,
in such Bank's

                                      -82-

sole discretion, to become a Letter of Credit Issuer for purposes of issuing
Letters of Credit pursuant to Section 2.

        "Letter of Credit Outstandings" shall mean, at any time, the sum of,
without duplication, (i) the aggregate Stated Amount of all outstanding Letters
of Credit and (ii) the aggregate amount of all Unpaid Drawings in respect of all
Letters of Credit.

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

        "Leverage Ratio" shall mean, at any date of determination, the ratio of
Consolidated Debt on such date to Consolidated EBITDA for the Test Period ending
on such date (or most recently ended).

        "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement or any lease
in the nature thereof).

        "Loan" shall have the meaning provided in Section 1.01.

        "Management Agreement" shall have the meaning provided in Section
5.01(d).

        "Management Investors" shall mean the executive officers of the
Borrower (i) immediately following the Transaction and any persons who become
executive officers of the Borrower at a time when Cypress and its Affiliates
beneficially own, directly or indirectly, more than a majority of the capital
stock of the Borrower and (ii) who own capital stock of the Borrower.

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

        "Margin Reduction Discount" shall mean zero, PROVIDED that the Margin
Reduction Discount shall be increased to 1/4 of 1%, 1/2 of 1% or 3/4 of 1%, as
the case may be, as specified in clauses (i), (ii) or (iii) below, at any time
after the Initial Borrowing Date, when, and for so long as, the ratio set forth
in such clause has been satisfied as at the end of the then Relevant Test
Periods:

        (i)  the Margin Reduction Discount shall be 1/4 of 1% in the event that
   as at the end of the Relevant Test Period the Leverage Ratio is greater than
   4.0 to 1 but less than or equal to 4.5 to 1; or

                                      -83-

        (ii) the Margin Reduction Discount shall be 1/2 of 1% in the event that
   as at the end of the Relevant Test Period the Leverage Ratio is greater than
   3.0 to 1 but less than or equal to 4.0 to 1; or

        (iii)     the Margin Reduction Discount shall be 3/4 of 1% in the event
   that as at the end of the Relevant Test Period the Leverage Ratio is less
   than or equal to 3.0 to 1;

The Leverage Ratio shall be determined for the Relevant Test Period, by delivery
of an officer's certificate of the Borrower to the Banks pursuant to Section
7.01(e), which certificate shall set forth the calculation of the Leverage
Ratio.  The Margin Reduction Discount so determined shall apply, except as set
forth below, from the date on which such officer's certificate is delivered to
the Administrative Agent to the earlier of (x) the date on which the next
certificate is delivered to the Administrative Agent pursuant to Section 7.01(e)
and (y) the 50th day following the end of the fiscal quarter in which such first
certificate was delivered to the Administrative Agent (or 100 days if such
fiscal quarter was the last fiscal quarter of a fiscal year).  Notwithstanding
anything to the contrary contained above, the Margin Reduction Discount shall be
zero (x) prior to the first anniversary of the Initial Borrowing Date, (y) if no
officer's certificate has been delivered to the Banks pursuant to Section
7.01(e) which sets forth the Leverage Ratio for the Relevant Test Period or the
financial statements upon which any such calculations are based have not been
delivered, until such a certificate and/or financial statements are delivered
and (z) at all times when there shall exist a violation of Section 9.01 or an
Event of Default.  It is understood and agreed that the Margin Reduction
Discount as provided above shall in no event be cumulative and only the Margin
Reduction Discount available pursuant to either clause (i), (ii) or (iii), if
any, contained in this definition shall be applicable.

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

        "Material Adverse Effect" shall mean a material adverse effect on the
business, property, assets, liabilities, operations or financial condition of
(x) Holdings and its Subsidiaries taken as a whole after giving effect to the
Transaction and (y) for purposes of Section 5.01, AMTROL and its Subsidiaries
taken as a whole.

        "Maximum Swingline Amount" shall mean $2,000,000.

        "Merger" shall mean the merger of Acquisition Corp. with and into
AMTROL pursuant to the Merger Documents, with AMTROL as the surviving
corporation of such merger.

        "Merger Agreement" shall mean the Merger Agreement, dated as of August
28, 1996, between Holdings, Acquisition Corp. and AMTROL.

                                      -84-

        "Merger Documents" shall mean the Merger Agreement and all other
material agreements and documents relating to the Merger, as same may be
amended, modified or supplemented from time to time pursuant to the terms hereof
and thereof.

        "Minimum Borrowing Amount" shall mean (i) for Term Loans and Revolving
Loans maintained as Base Rate Loans, $1,000,000, (ii) for Term Loans and
Revolving Loans maintained as Eurodollar Loans, $5,000,000 and (iii) for
Swingline Loans, $50,000.

        "Mortgage" shall have the meaning provided in Section 5.01(k)(III).

        "Mortgage Policies" shall have the meaning provided in Section
5.01(k)(III).

        "Mortgaged Properties" shall mean all Real Property of Holdings and its
Subsidiaries listed on Annex V and designated as "Mortgaged Properties" therein.

        "Net Cash Proceeds" shall mean, with respect to any Asset Sale, the
Cash Proceeds resulting therefrom net of expenses of sale (including payment of
principal, premium and interest of Indebtedness secured by the assets the
subject of the Asset Sale and required to be, and which is, repaid under the
terms thereof as a result of such Asset Sale), and incremental taxes paid or
payable as a result thereof.

        "Non-Defaulting Bank" shall mean each Bank other than a Defaulting
Bank.

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

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

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

        "Notice Office" shall mean the office of the Administrative Agent at
130 Liberty Street, New York, New York or such other office as the
Administrative Agent may designate to the Borrower in writing from time to time.

        "Obligations" shall mean all amounts, direct or indirect, contingent or
absolute, of every type or description, and at any time existing, owing to the
Administrative Agent, the Documentation Agent, the Collateral Agent or any Bank
pursuant to the terms of this Agreement or any other Credit Document.

                                      -85-

        "Option Cancellation" shall mean the payment by the Borrower of the
cancellation price (which shall be acceptable to the Agents) of certain
management options issued by AMTROL that are cancelled in connection with the
Merger.

        "Offering Memorandum" shall mean the Offering Memorandum, dated
November __, 1996, in connection with the private placement of the Senior
Subordinated Notes.

        "Participant" shall have the meaning provided in Section 2.05(a).

        "Payment Office" shall mean the office of the Administrative Agent at
130 Liberty Street, New York, New York or such other office as the
Administrative Agent may designate to the Borrower in writing from time to time.

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

        "Permitted Acquisition" shall mean any acquisition (including by merger
or consolidation) of property or assets of a nature or type or which will be
used in a business similar, complementary or related to the nature or type of
the property and assets of, or the business of, the Borrower and its
Subsidiaries existing on the date of such investment (as determined in good
faith by the Board of Directors of the Borrower), and shall include the creation
and/or acquisition of a Subsidiary all of whose property, assets and
Subsidiaries come within the foregoing description.

        "Permitted Encumbrances" shall mean, with respect to the Mortgaged
Properties, such exceptions to title as are set forth in the title insurance
policy or title commitment delivered with respect thereto, all of which
exceptions must be reasonably acceptable to the Administrative Agent.

        "Permitted Liens" shall mean Liens described in Section 8.03.

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

        "Plan" shall mean any pension plan as defined in Section 3(2) of ERISA,
which (i) is maintained or contributed to by (or to which there is an obligation
to contribute of) Holdings, a Subsidiary or an ERISA Affiliate or (ii) was so
maintained or contributed to by Holdings, a Subsidiary or an ERISA Affiliate in
respect of which Holdings or a Subsidiary or an ERISA Affiliate could have
liability under Section 4069 or Section 4212 of ERISA.

                                      -86-

        "Pledge Agreement" shall have the meaning provided in Section
5.01(k)(I).

        "Pledged Securities" shall mean all the Pledged Securities as defined
in the relevant Pledge Agreement.

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

        "RCRA" shall mean the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. Section 6901 ET SEQ.

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

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

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

        "Reinvestment Assets" shall mean any assets to be employed in the
business of the Borrower and its Subsidiaries as described in Section 8.01.

        "Reinvestment Election" shall have the meaning provided in Section
4.02(A)(c).

        "Reinvestment Notice" shall mean a written notice signed by an
Authorized Officer of the Borrower stating that the Borrower, in good faith,
intends and expects to use all or a specified portion of the Net Cash Proceeds
of an Asset Sale to purchase, construct or otherwise acquire Reinvestment
Assets.

        "Reinvestment Prepayment Amount" shall mean, with respect to any
Reinvestment Election, the amount, if any, on the Reinvestment Prepayment Date
relating thereto by which (a) the Anticipated Reinvestment Amount in respect of
such Reinvestment Election exceeds (b) the aggregate amount thereof expended by
Holdings and its Subsidiaries to acquire Reinvestment Assets.

                                      -87-

        "Reinvestment Prepayment Date" shall mean, with respect to any
Reinvestment Election, the earliest of (i) the date, if any, upon which the
Administrative Agent, on behalf of the Required Banks, shall have delivered a
written termination notice to the Borrower, provided that such notice may only
be given while an Event of Default exists, (ii) the date occurring 355 days
after such Reinvestment Election and (iii) the date on which the Borrower shall
have determined not to, or shall have otherwise ceased to, proceed with the
purchase, construction or other acquisition of Reinvestment Assets with the
related Anticipated Reinvestment Amount.

        "Relevant Test Period" shall mean, at any time, the Test Period ending
on the last day of the then most recently ended fiscal quarter of the Borrower
with respect to which an officer's certificate has been delivered to the Banks
pursuant to Section 7.01(e).

        "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan that is subject to Title IV or ERISA other than
those events as to which the 30-day notice period is waived under PBGC
regulations.

        "Required RF Banks" shall mean Non-Defaulting Banks the sum of whose
Revolving Commitments (or, if after the Total Revolving Commitment has been
terminated, Adjusted RF Percentages) represents an amount greater than 50% of
the Adjusted Total Revolving Commitment (or, if the Total Revolving Commitment
has been terminated, the aggregate Adjusted RF Percentages).

        "Required TF Banks" with respect to the A Term Facility and the B Term
Facility, respectively, shall mean Non-Defaulting Banks the sum of whose
outstanding Term Loans under such Facility represents an amount greater than 50%
of the sum of all outstanding Term Loans under such Facility made by
Non-Defaulting Banks.

        "Required Banks" shall mean Non-Defaulting Banks whose outstanding Term
Loans and Revolving Commitments (or, if after the Total Revolving Commitment has
been terminated, Adjusted RF Percentages) constitute greater than 50% of the sum
of (i) the total outstanding Term Loans of Non-Defaulting Banks and (ii) the
Adjusted Total Revolving Commitment (or, if after the Total Revolving Commitment
has been terminated, the aggregate Adjusted RF Percentages).

        "Revolving Commitment" shall mean, with respect to each Bank, the
amount set forth opposite such Bank's name in Annex I hereto directly below the
column entitled "Revolving Commitment," as the same may be reduced or terminated
from time to time pursuant to Section 3.02, 3.03 and/or 9 or (y) adjusted from
time to time as a result of assignments to or from such Bank pursuant to Section
12.04.

                                      -88-

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

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

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

        "Revolving Percentage" shall mean at any time for each Bank with a
Revolving Commitment, the percentage obtained by dividing such Bank's Revolving
Commitment by the Total Revolving Commitment, PROVIDED that if the Total
Revolving Commitment has been terminated, the Revolving Percentage of each Bank
shall be determined by dividing such Bank's Revolving Commitment immediately
prior to such termination by the Total Revolving Commitment immediately prior to
such termination.

        "RF Bank" shall mean at any time each Bank with a Revolving Commitment
or with outstanding Revolving Loans.

        "RF Maturity Date" shall mean May 13, 2002.

        "Scheduled Reduction" shall have the meaning provided in Section
3.03(d).

        "Scheduled Repayment" shall have the meaning provided in Section
4.02(A)(b).

        "SEC" shall have the meaning provided in Section 7.01(h).

        "SEC Regulation D" shall mean Regulation D as promulgated under the
Securities Act of 1933, as amended, as the same may be in effect from time to
time.

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

        "Secured Creditor" shall mean and include any Secured Creditor as
defined in any Security Document.

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

        "Security Agreement" shall have the meaning provided in Section
5.01(k)(II).

        "Security Documents" shall mean the Pledge Agreement, the Security
Agreement, each Mortgage and each Additional Mortgage, if any.

                                      -89-

        "Senior Subordinated Note Documents" shall mean the Senior Subordinated
Notes and the Senior Subordinated Note Indenture.

        "Senior Subordinated Note Indenture" shall mean the Indenture entered
into by and between the Borrower and The Bank of New York, as trustee
thereunder, with respect to the Senior Subordinated Notes as in effect on the
Initial Borrowing Date and as the same may be modified, amended or supplemented
from time to time in accordance with the terms hereof and thereof.

        "Senior Subordinated Notes" shall mean the Senior Subordinated Notes
due 2006 issued by the Borrower under the Senior Subordinated Note Indenture, as
in effect on the Initial Borrowing Date and as the same may be supplemented,
amended or modified from time to time in accordance with the terms thereof and
hereof.  As used herein, the term "Senior Subordinated Notes" shall include any
Exchange Senior Subordinated Notes issued pursuant to the Senior Subordinated
Note Indenture in exchange for outstanding Senior Subordinated Notes, as
contemplated by the Offering Memorandum and the definition of Exchange Senior
Subordinated Notes.

        "Shareholders' Agreements" shall have the meaning provided in Section
5.01(d).

        "Standby Letter of Credit" shall mean and include each Letter of Credit
issued in support of the obligations described in clause (x) of Section 2.01(a).

        "Stated Amount" of each Letter of Credit shall mean the maximum
available to be drawn thereunder (regardless of whether any conditions for
drawing could then be met).

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

        "Subsidiary Guarantors" shall mean each Subsidiary of the Borrower
other than a Foreign Subsidiary.

        "Subsidiary Guaranty" shall have the meaning provided in Section
5.01(j).

                                      -90-

        "Swingline Expiry Date" shall mean the date which is five Business Days
prior to the RF Maturity Date.

        "Swingline Loan" shall have the meaning provided in Section 1.01(d).

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

        "Syndication Date" shall mean the earlier of (x) the date which is 30
days after the Initial Borrowing Date and (y) the date upon which the
Administrative Agent determines in its sole discretion (and notifies the
Borrower) that the primary syndication (and the resulting addition of Banks
pursuant to Section 12.04) has been completed.

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

        "Tax Sharing Agreement" shall have the meaning provided in
Section 5.01(d).

        "Term Commitment" shall mean for any Bank the sum of its A Term
Commitment and its B Term Commitment.

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

        "Test Period" shall mean at any time (i) for any determination made on
or prior to September 30, 1997, the period (taken as one accounting period) from
the Initial Borrowing Date to the last day of the fiscal quarter of the Borrower
then ending or then last ended and (ii) for any determination made thereafter,
the four consecutive fiscal quarters of the Borrower (taken as one accounting
period) then ending or then last ended.

        "Total A Term Commitment" shall mean the sum of the A Term Commitments
of each of the Banks.

        "Total B Term Commitment" shall mean the sum of the B Term Commitments
of each of the Banks.

        "Total Commitment" shall mean the sum of the Total A Term Commitment,
the Total B Term Commitment and the Total Revolving Commitment.

        "Total Revolving Commitment" shall mean the sum of the Revolving
Commitments of each of the Banks.

                                      -91-

        "Total Unutilized Revolving Commitment" shall mean, at any time, (i)
the Total Revolving Commitment at such time less (ii) the sum of the aggregate
principal amount of all Revolving Loans and Swingline Loans at such time plus
the Letter of Credit Outstandings at such time.

        "Trade Letter of Credit" shall mean and include each Letter of Credit
issued in support of the obligations described in clause (y) of Section 2.01(a).

        "Transaction" shall mean (i) the consummation of the Merger, (ii) the
Equity Financing, (iii) the issuances of the Senior Subordinated Notes and (iv)
the incurrence of Loans and issuance of Letters of Credit, if any, on the
Initial Borrowing Date.

        "Transaction Documents" shall mean the Merger Documents, the Equity
Financing Documents and the Senior Subordinated Note Documents.

        "Transaction Expenses" shall mean all fees and expenses incurred in
connection with, and payable prior to or substantially concurrently with the
closing of, the Transaction and the transactions contemplated in connection with
the Documents, and including all fees paid to any of the Banks and the Agents
hereunder, fees paid to Cypress or its Affiliates permitted hereunder,
attorney's fees, accountants' fees, placement agents' fees, discounts and
commissions and brokerage, and consultant fees.  Transaction Expenses shall
include the amortization of any such fees and expenses that are capitalized and
not classified as an expense on the date incurred.

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

        "UCC" shall mean the Uniform Commercial Code.

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

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

        "Unutilized Revolving Commitment" for any Bank with a Revolving
Commitment at any time shall mean the excess of (i) the Revolving Commitment of
such Bank over (ii) the sum of (x) the aggregate outstanding principal amount of
Revolving

                                      -92-

Loans made by such Bank plus (y) an amount equal to such Bank's Revolving
Percentage of the Letter of Credit Outstandings at such time.

        "Voting Stock" shall mean, with respect to any corporation, the
outstanding stock of all classes (or equivalent interests) which ordinarily, in
the absence of contingencies, entitles holders thereof to vote for the election
of directors (or Persons performing similar functions) of such corporation, even
though the right so to vote has been suspended by the happening of such a
contingency.

        "Wholly-Owned Subsidiary" of any Person shall mean any Subsidiary of
such Person to the extent all of the capital stock or other ownership interests
in such Subsidiary, other than directors' qualifying shares, is owned directly
or indirectly by such Person.

        "Working Capital" shall mean the excess of Consolidated Current Assets
over Consolidated Current Liabilities.

        "Working Capital Loans" shall mean all Revolving Loans that are not
Acquisition Loans.

        "Written" or "in writing" shall mean any form of written communication
or a communication by means of telex, facsimile transmission, telegraph or
cable.

        SECTION 11.  THE ADMINISTRATIVE AGENT.

        11.01  APPOINTMENT.  The Banks hereby designate Bankers Trust Company
as Administrative Agent (for purposes of this Section 11, the terms
"Administrative Agent" and "Agent" shall include BTCo in its capacity as
Collateral Agent pursuant to the Security Documents) and Morgan Stanley & Co.,
Incorporated as Documentation Agent to act as specified herein and in the other
Credit Documents.  Each Bank hereby irrevocably authorizes, and each holder of
any Note by the acceptance of such Note shall be deemed irrevocably to
authorize, the Agents to take such action on its behalf under the provisions of
this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to or
required of the Agents by the terms hereof and thereof and such other powers as
are reasonably incidental thereto.  The Agents may perform any of their duties
hereunder by or through their respective officers, directors, agents, employees
or affiliates.

        11.02  NATURE OF DUTIES.  The Agents shall not have any duties or
responsibilities except those expressly set forth in this Agreement and the
Security Documents.  No Agent or any of its respective officers, directors,
agents, employees or affiliates shall be liable for any action taken or omitted
by them hereunder or under any

                                      -93-

other Credit Document or in connection herewith or therewith, unless caused by
their gross negligence or willful misconduct.  The duties of the Agents shall be
mechanical and administrative in nature; the Agents shall not have by reason of
this Agreement or any other Credit Document a fiduciary relationship in respect
of any Bank or the holder of any Note; and nothing in this Agreement or any
other Credit Document, expressed or implied, is intended to or shall be so
construed as to impose upon the Agents any obligations in respect of this
Agreement or any other Credit Document except as expressly set forth herein or
therein.

        11.03  LACK OF RELIANCE ON THE AGENTS.  Independently and without
reliance upon the Agents, each Bank and the holder of each Note, to the extent
it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of Holdings and
its Subsidiaries in connection with the making and the continuance of the Loans
and the taking or not taking of any action in connection herewith and (ii) its
own appraisal of the creditworthiness of Holdings and its Subsidiaries and,
except as expressly provided in this Agreement, the Agents shall not have any
duty or responsibility, either initially or on a continuing basis, to provide
any Bank or the holder of any Note with any credit or other information with
respect thereto, whether coming into its possession before the making of the
Loans or at any time or times thereafter.  The Agents shall not be responsible
to any Bank or the holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other
writing delivered in connection herewith or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, collectibility, priority or
sufficiency of this Agreement or any other Credit Document or the financial
condition of Holdings and its Subsidiaries or be required to make any inquiry
concerning either the performance or observance of any of the terms, provisions
or conditions of this Agreement or any other Credit Document, or the financial
condition of Holdings and its Subsidiaries or the existence or possible
existence of any Default or Event of Default.

        11.04  CERTAIN RIGHTS OF THE AGENTS.  If the Agents shall request
instructions from the Required Banks with respect to any act or action
(including failure to act) in connection with this Agreement or any other Credit
Document, the Agents shall be entitled to refrain from such act or taking such
action unless and until the Agents shall have received instructions from the
Required Banks; and the Agents shall not incur liability to any Person by reason
of so refraining.  Without limiting the foregoing, neither any Bank nor the
holder of any Note shall have any right of action whatsoever against the Agents
as a result of the Agents acting or refraining from acting hereunder or under
any other Credit Document in accordance with the instructions of the Required
Banks.

        11.05  RELIANCE.  Each of the Agents shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype, facsimile or telecopier message,
cablegram, radiogram, order or other

                                      -94-

document or telephone message signed, sent or made by any Person that such Agent
believed to be the proper Person, and, with respect to all legal matters
pertaining to this Agreement and any other Credit Document and its duties
hereunder and thereunder, upon advice of counsel selected by such Agent.

        11.06  INDEMNIFICATION.  To the extent the Agents are not reimbursed
and indemnified by the Borrower, each Defaulting Bank (to the extent so able)
and the Non-Defaulting Banks will reimburse and indemnify the Agents, in
proportion to their respective Loans and Commitments, for and against any and
all liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements of whatsoever kind or nature which
may be imposed on, asserted against or incurred by the Agents in performing
their respective duties hereunder or under any other Credit Document, in any way
relating to or arising out of this Agreement or any other Credit Document;
PROVIDED that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or willful
misconduct of either Agent.

        11.07  THE AGENTS IN THEIR INDIVIDUAL CAPACITIES.  With respect to its
obligation to make Loans under this Agreement, the Agents shall have the rights
and powers specified herein for a "Bank" and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
term "Banks," "Required Banks," "holders of Notes" or any similar terms shall,
unless the context clearly otherwise indicates, include the Agents in their
individual capacities.  The Agents may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with any Credit
Party or any Affiliate of any Credit Party as if they were not performing the
duties specified herein, and may accept fees and other consideration from
Holdings, the Borrower or any other Credit Party for services in connection with
this Agreement and otherwise without having to account for the same to the
Banks.

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

        11.09  RESIGNATION BY THE ADMINISTRATIVE AGENT. (a)  The Administrative
Agent may resign from the performance of all its functions and duties hereunder
and/or under the other Credit Documents at any time by giving 15 Business Days'
prior written notice to the Borrower and the Banks.  Such resignation shall take
effect upon the

                                      -95-

appointment of a successor Administrative Agent pursuant to clauses (b) and (c)
below or as otherwise provided below.

        (b)  Upon any such notice of resignation, the Banks shall appoint a
successor Administrative Agent hereunder or thereunder who shall be a commercial
bank or trust company reasonably acceptable to the Borrower.

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

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

        (e)  The Documentation Agent may resign from the performance of all of
its functions and duties hereunder and/or under the other Credit Documents at
any time by giving 5 Business Days' prior written notice to the Banks.  Such
resignation shall take effect at the end of such 5 Business Days.

        SECTION 12.  MISCELLANEOUS.

        12.01  PAYMENT OF EXPENSES, ETC.  The Borrower agrees to:  (i) whether
or not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Agents in connection with the
negotiation, preparation, execution and delivery of the Credit Documents and the
documents and instruments referred to therein and any amendment, waiver or
consent relating thereto (including, without limitation, the reasonable fees and
disbursements of White & Case) and of the Agents and each of the Banks in
connection with the enforcement of the Credit Documents and the documents and
instruments referred to therein (including, without limitation, the reasonable
fees and disbursements of counsel for the Agents and for each of the Banks,
provided that, except in the case of a bankruptcy of any Credit Party, no more
than one counsel may be used in any jurisdiction); (ii) pay and hold each of the
Banks harmless from and against any and all present and future stamp and other
similar taxes with respect to the foregoing matters and save each of the Banks
harmless from and against any and all liabilities with respect to or resulting
from any delay or omission (other than to the extent attributable to such Bank)
to pay such taxes; and (iii) indemnify each Bank (including in its capacity as
Agent or Letter

                                      -96-

of Credit Issuer), its officers, directors, employees, representatives and
agents from and hold each of them harmless against any and all losses,
liabilities, claims, damages or expenses incurred by any of them as a result of,
or arising out of, or in any way related to, or by reason of, (a) any
investigation, litigation or other proceeding (whether or not the Agents or any
Bank is a party thereto and whether or not any such investigation, litigation or
other proceeding is between or among the Agents, any Bank, any Credit Party or
any third Person or otherwise) related to the entering into and/or performance
of any Document or the use of the proceeds of any Loans hereunder or the
Transaction or the consummation of any transactions contemplated in any Credit
Document, including, without limitation, any such investigation, litigation or
other proceeding relating to the violation of, noncompliance with or liability
under, any Environmental Law applicable to the operations of the Borrower, any
of its Subsidiaries or any Real Property owned or operated by them, and in each
case including, without limitation, the reasonable fees and disbursements of
counsel incurred in connection with any such investigation, litigation or other
proceeding (but excluding any such losses, liabilities, claims, damages or
expenses to the extent incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified).

        12.02  RIGHT OF SETOFF.  In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, if an Event of Default then exists, each Bank is hereby authorized
at any time or from time to time, without presentment, demand, protest or other
notice of any kind to any Credit Party or to any other Person, any such notice
being hereby expressly waived, to set off and to appropriate and apply any and
all deposits (general or special) and any other Indebtedness at any time held or
owing by such Bank (including, without limitation, by branches and agencies of
such Bank wherever located) to or for the credit or the account of any Credit
Party against and on account of the Obligations and liabilities of such Credit
Party to such Bank under this Agreement or under any of the other Credit
Documents, including, without limitation, all interests in Obligations of such
Credit Party purchased by such Bank pursuant to Section 12.06(b), and all other
claims of any nature or description arising out of or connected with this
Agreement or any other Credit Document, irrespective of whether or not such Bank
shall have made any demand hereunder and although said Obligations, liabilities
or claims, or any of them, shall be contingent or unmatured.

        12.03  NOTICES.  Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier, facsimile or cable communication) and
mailed, telegraphed, telexed, telecopied, faxed, cabled or delivered, if to a
Credit Party, at the address specified opposite its signature below or in the
other relevant Credit Documents, as the case may be; if to any Bank, at its
address specified for such Bank on Annex II hereto; or, at such other address as
shall be designated by any party in a written notice to the other parties
hereto.  All such notices and communications shall be mailed, telegraphed,
telexed, telecopied, or cabled or sent by overnight courier, and shall be
effective when received.

                                      -97-

        12.04  BENEFIT OF AGREEMENT.  (a)  This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto, PROVIDED that Holdings and the Borrower may not
assign or transfer any of its rights or obligations hereunder without the prior
written consent of the Banks.  Each Bank may at any time grant participations in
any of its rights hereunder or under any of the Notes to another financial
institution, PROVIDED that in the case of any such participation, the
participant shall not have any rights under this Agreement or any of the other
Credit Documents (the participant's rights against such Bank in respect of such
participation to be those set forth in the agreement executed by such Bank in
favor of the participant relating thereto) and all amounts payable by the
Borrower hereunder shall be determined as if such Bank had not sold such
participation, except that the participant shall be entitled to the benefits of
Sections 1.10, 2.06 and 4.04 of this Agreement to the extent that such Bank
would be entitled to such benefits if the participation had not been entered
into or sold, and, PROVIDED FURTHER that no Bank shall transfer, grant or assign
any participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (i) extend the final scheduled
maturity of any Loan or Note in which such participant is participating (it
being understood that any waiver of the application of any prepayment or the
method of any application of any prepayment to, the amortization of the Term
Loans shall not constitute an extension of the final maturity date), or reduce
the rate or extend the time of payment of interest or Fees thereon (except in
connection with a waiver of the applicability of any post-default increase in
interest rates), or reduce the principal amount thereof, or increase such
participant's participating interest in any Commitment over the amount thereof
then in effect (it being understood that a waiver of any Default or Event of
Default or of a mandatory reduction in the Total Commitment, or a mandatory
prepayment, shall not constitute a change in the terms of any Commitment), (ii)
release all or substantially all of the Collateral or (iii) consent to the
assignment or transfer by any Credit Party of any of its rights and obligations
under this Agreement or any other Credit Document.

        (b)  Notwithstanding the foregoing, (x) any Bank may assign all or a
portion of its outstanding A Term Loans and/or B Term Loans and/or Revolving
Commitment (or, if prior to the Initial Borrowing Date, its A Term Commitment
and/or B Term Commitment) and its rights and obligations hereunder to one or
more Banks, and (y) with the consent of the Administrative Agent and the
Borrower (which consent, in either case, shall not be unreasonably withheld),
any Bank may assign all or a portion of its outstanding A Term Loans and/or B
Term Loans and/or Revolving Commitment and its rights and obligations hereunder
to one or more Eligible Transferees.  No assignment pursuant to the immediately
preceding sentence shall to the extent such assignment represents an assignment
to an institution other than one or more Banks hereunder, be in an aggregate
amount less than $5,000,000 unless the entire Commitment of the assigning Bank
is so assigned; PROVIDED that for purposes of this sentence, Chancellor Senior
Management, Inc. and its Affiliates

                                      -98-

shall be deemed to collectively constitute one Bank.  If any Bank so sells or
assigns all or a part of its rights hereunder or under the Notes, any reference
in this Agreement or the Notes to such assigning Bank shall thereafter refer to
such Bank and to the respective assignee to the extent of their respective
interests and the respective assignee shall have, to the extent of such
assignment (unless otherwise provided therein), the same rights and benefits as
it would if it were such assigning Bank.  Each assignment pursuant to this
Section 12.04(b) shall be effected by the assigning Bank and the assignee Bank
executing an Assignment Agreement.  At the time of any such assignment, (i)
either the assigning or the assignee Bank shall pay to the Administrative Agent
a nonrefundable assignment fee of $3,500, (ii) Annex I shall be deemed to be
amended to reflect the Commitment of the respective assignee (which shall result
in a direct reduction to the Commitment of the assigning Bank) and of the other
Banks, and (iii) the Borrower will issue new Notes to the respective assignee
and to the assigning Bank in conformity with the requirements of Section 1.05.
To the extent of any assignment pursuant to this Section 12.04(b) to a Person
which is not already a Bank hereunder and which is not a United States Person
(as such term is defined in Section 7701(a)(30) of the Code) for Federal income
tax purposes, the respective assignee Bank shall provide to the Borrower and the
Administrative Agent the appropriate Internal Revenue Service Forms (and, if
applicable, a Section 4.04 Certificate) described in Section 4.04(b).  To the
extent that an assignment of all or any portion of a Bank's Commitments and
related outstanding Obligations pursuant to this Section 12.04(b) would, at the
time of such assignment, result in increased costs under Section 1.10, 2.06 or
4.04 from those being charged by the respective assigning bank prior to such
assignment, then the Borrower shall not be obligated to pay such increased costs
(although the Borrower shall be obligated to pay any other increased costs of
the type described above resulting from the changes specified in said Section
1.10, 2.06 or 4.04 after the date of the respective assignment).  Each Bank and
the Borrower agree to execute such documents (including without limitation
amendments to this Agreement and the other Credit Documents) as shall be
necessary to effect the foregoing.  Nothing in this clause (b) shall prevent or
prohibit any Bank from pledging its Notes or Loans to a Federal Reserve Bank in
support of borrowings made by such Bank from such Federal Reserve Bank.

        (c)  Notwithstanding any other provisions of this Section 12.04, no
transfer or assignment of the interests or obligations of any Bank hereunder or
any grant of participation therein shall be permitted if such transfer,
assignment or grant would require the Borrower to file a registration statement
with the SEC or to qualify the Loans under the "Blue Sky" laws of any State.

        (d)  Each Bank initially party to this Agreement hereby represents, and
each Person that became a Bank pursuant to an assignment permitted by this
Section 12 will, upon its becoming party to this Agreement, represent that it is
an Eligible Transferee which makes loans in the ordinary course of its business
and that it will make or acquire Loans for its own account in the ordinary
course of such business, PROVIDED that subject to the

                                      -99-

preceding clauses (a) and (b), the disposition of any promissory notes or other
evidences of or interests in Indebtedness held by such Bank shall at all times
be within its exclusive control.

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

        12.06  PAYMENTS PRO RATA.  (a)  The Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of any Credit Party
in respect of any Obligations of such Credit Party hereunder, it shall
distribute such payment to the Banks (other than any Bank that has expressly
waived its right to receive its pro rata share thereof) PRO RATA based upon
their respective shares, if any, of the Obligations with respect to which such
payment was received.

        (b)  Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans or Fees, of a sum which with respect to the related sum or sums
received by other Banks is in a greater proportion than the total of such
Obligation then owed and due to such Bank bears to the total of such Obligation
then owed and due to all of the Banks immediately prior to such receipt, then
such Bank receiving such excess payment shall purchase for cash without recourse
or warranty from the other Banks an interest in the Obligations of the
respective Credit Party to such Banks in such amount as shall result in a
proportional participation by all of the Banks in such amount, PROVIDED that if
all or any portion of such excess amount is thereafter recovered from such Bank,
such purchase shall be rescinded and the purchase price restored to the extent
of such recovery, but without interest.

        (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 12.06(a) and (b) shall be subject to the
express provisions of this

                                      -100-

Agreement which require, or permit, differing payments to be made to
Non-Defaulting Banks as opposed to Defaulting Banks.

        12.07  CALCULATIONS; COMPUTATIONS.  (a)  The financial statements to be
furnished to the Banks pursuant hereto shall be made and prepared in accordance
with GAAP consistently applied throughout the periods involved (except as set
forth in the notes thereto or as otherwise disclosed in writing by the Borrower
to the Banks), PROVIDED that (x) except as otherwise specifically provided
herein, all computations of Excess Cash Flow and all computations determining
compliance with Sections 8.11 through 8.13, inclusive, including definitions
used therein, shall utilize accounting principles and policies in effect at the
time of the preparation of, and in conformity with those used to prepare, the
December 31, 1995 historical financial statements of AMTROL delivered to the
Banks pursuant to Section 6.10(b) and (y) that if at any time such computations
utilize accounting principles different from those utilized in the financial
statements furnished to the Banks, such financial statements shall be
accompanied by reconciliation work-sheets.

        (b)  All computations of interest and Fees hereunder shall be made on
the actual number of days elapsed over a year of 360 days.

        12.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL.  (a)  This Agreement and the other Credit Documents and the rights and
obligations of the parties hereunder and thereunder shall be construed in
accordance with and be governed by the law of the state of New York.  Any legal
action or proceeding with respect to this Agreement or any other Credit Document
may be brought in the courts of the State of New York sitting in the  Borough of
Manhattan or of the United States for the Southern District of New York, and, by
execution and delivery of this Agreement, each Credit Party hereby irrevocably
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts.  Each Credit Party
further irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to each Credit Party
located outside New York City and by hand delivery to each Credit Party located
within New York City, at its address for notices pursuant to Section 12.03, such
service to become effective 30 days after such mailing.  Each Credit Party
hereby irrevocably designates appoints and empowers CT Corporation System, with
offices on the date hereof located at 1633 Broadway, New York, New York 10019,
as its agent for service of process in respect of any such action or proceeding.
Nothing herein shall affect the right of the Administrative Agent, any Bank to
serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against any Credit Party in any other
jurisdiction.

        (b)  Each Credit Party hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings

                                      -101-

arising out of or in connection with this Agreement or any other Credit Document
brought in the courts referred to in clause (a) above and hereby further
irrevocably waives and agrees not to plead or claim in any such court that any
such action or proceeding brought in any such court has been brought in an
inconvenient forum.

        (c)  Each of the parties to this Agreement hereby irrevocably waives
all right to a trial by jury in any action, proceeding or counterclaim arising
out of or relating to this Agreement, the other Credit Documents or the
transactions contemplated hereby or thereby.

        12.09  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.  A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.

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

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

        12.12  AMENDMENT OR WAIVER.  (a) Neither this Agreement nor any other
Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Banks, PROVIDED that no such change, waiver, discharge or termination
shall, without the consent of each Bank (other than a Defaulting Bank) directly
affected thereby, (i) extend the A TF Maturity Date, the B TF Maturity Date or
the RF Maturity Date (it being understood that any waiver of any prepayment of,
or the method of application of any prepayment to the amortization of, the Loans
shall not constitute any such extension), or extend the stated maturity of any
Letter of Credit beyond the RF Maturity Date, or reduce the rate or extend the
time of payment of interest (other than as a result of waiving the applicability
of any post-default increase in interest rates) or Fees thereon, or reduce the
principal amount thereof, or increase the Commitment of any Bank over the amount
thereof then in effect (it being understood that a waiver of any Default or
Event of Default or of a mandatory reduction in the Total Commitment shall not
constitute a change in the terms of any Commitment of any Bank),

                                      -102-

(ii) amend, modify or waive any provision of this Section 12.12, (iii) reduce
the percentage specified in, or (except to give effect to any additional
facilities hereunder) otherwise modify, the definition of Required Banks, (iv)
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement or (v) release all or substantially all of the
Collateral; PROVIDED FURTHER that no such change, waiver, discharge or
termination shall, (x) without the consent of the Required TF Banks under a
Facility, amend the definition of Required TF Banks or amend, waive or reduce
any Scheduled Repayment applicable to such Facility, (y) without the consent of
the Letter of Credit Issuer or the Agents, as the case may be, amend any
provision of Section 2 or 11, as the case may be, or (z) without the consent of
the Required RF Banks, amend the definition of Required RF Banks or amend, waive
or reduce any Scheduled Reduction.

        (b)  If, in connection with any proposed change, waiver, discharge or
termination with respect to any of the provisions of this Agreement as
contemplated by clauses (i) through (v), inclusive, of the first proviso to
Section 12.12(a), the consent of the Required Banks is obtained but the consent
of one or more of such other Banks whose consent is required is not obtained,
then the Borrower shall have the right, to replace each such non-consenting Bank
or Banks (so long as all non-consenting Banks are so replaced) with one or more
Replacement Banks pursuant to Section 1.13 so long as at the time of such
replacement, each such Replacement Bank consents to the proposed change, waiver,
discharge or termination, provided that the Borrower shall not have the right to
replace a Bank solely as a result of the exercise of such Bank's rights (and the
withholding of any required consent by such Bank) pursuant to the second proviso
to Section 12.12(a).

        12.13  SURVIVAL.  All indemnities set forth herein including, without
limitation, in Section 1.10, 1.11, 2.06, 4.04, 11.06 or 12.01 shall survive the
execution and delivery of this Agreement and the making and repayment of the
Loans provided that no claim may be made for any indemnity under Section 12.01
more than 90 days after the later of (i) the payment in full of the Loans and
(ii) the date on which such claim has been fully determined (and not subject to
appeal or reversal).

        12.14  DOMICILE OF LOANS.  Each Bank may transfer and carry its Loans
at, to or for the account of any branch office, subsidiary or affiliate of such
Bank, PROVIDED that the Borrower shall not be responsible for costs arising
under Section 1.10, 2.06 or 4.04 resulting from any such transfer (other than a
transfer pursuant to Section 1.12) to the extent not otherwise applicable to
such Bank prior to such transfer.

        12.15  CONFIDENTIALITY.  Subject to Section 12.04, the Banks shall hold
all non-public information obtained pursuant to the requirements of this
Agreement which has been identified as such by Holdings or the Borrower in
accordance with its customary procedure for handling confidential information of
this nature and in accordance with safe and sound banking practices and in any
event may make disclosure to its Affiliates,

                                      -103-

employees, auditors, advisors, or counsel or as reasonably required by any BONA
FIDE transferee or participant in connection with the contemplated transfer of
any Loans or participation therein (so long as such transferee or participant
agrees to be bound by the provisions of this Section 12.15) or as required or
requested by any governmental agency or representative thereof or pursuant to
legal process, PROVIDED that, unless specifically prohibited by applicable law
or court order, each Bank shall notify Holdings or the Borrower of any request
by any governmental agency or representative thereof (other than any such
request in connection with an examination of the financial condition of such
Bank by such governmental agency) for disclosure of any such non-public
information prior to disclosure of such information, and provided further that
in no event shall any Bank be obligated or required to return any materials
furnished by Holdings or any Subsidiary.

        12.16  BANK REGISTER. The Borrower hereby designates the Administrative
Agent to serve as its agent, solely for purposes of this Section 12.16, to
maintain a register (the "Bank Register") on which it will record the
Commitments from time to time of each of the Banks, the Loans made by each of
the Banks and each repayment in respect of the principal amount of the Loans of
each Bank.  Failure to make any such recordation, or any error in such
recordation, shall not affect the Borrower's obligations in respect of such
Loans.  With respect to any Bank, the transfer of the Commitments of such Bank
and the rights to the principal of, and interest on, any Loan made pursuant to
such Commitments shall not be effective until such transfer is recorded on the
Bank Register maintained by the Administrative Agent with respect to ownership
of such Commitments and Loans and prior to such recordation all amounts owing to
the transferor with respect to such Commitments and Loans shall remain owing to
the transferor.  The registration of assignment or transfer of all or part of
any Commitments and Loans shall be recorded by the Administrative Agent on the
Bank Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered Assignment Agreement pursuant to Section 12.04(b).  The
Borrower agrees to indemnify the Administrative Agent from and against any and
all losses, claims, damages and liabilities of whatsoever nature which may be
imposed on, asserted against or incurred by the Administrative Agent in
performing its duties under this Section 12.16 other than those resulting from
the Administrative Agent's willful misconduct or gross negligence.

        SECTION 13.  HOLDINGS GUARANTY.

        13.01 THE GUARANTY.  In order to induce the Banks to enter into this
Agreement and to extend credit hereunder and in recognition of the direct
benefits to be received by Holdings from the proceeds of the Loans and the
issuance of the Letters of Credit, Holdings hereby unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety, the full
and prompt payment when due, whether upon maturity, acceleration or otherwise,
of any and all of the Guaranteed Obligations.  If any of the Guaranteed
Obligations becomes due and payable hereunder, Holdings unconditionally promises
to pay such indebtedness to the Guaranteed Creditors, or order, on demand,

                                      -104-

together with any and all expenses which may be incurred by the Guaranteed
Creditors in collecting any of the Guaranteed Obligations.  If claim is ever
made upon any Guaranteed Creditor for repayment or recovery of any amount or
amounts received in payment or on account of any of the Guaranteed Obligations
and any of the aforesaid payees repays all or part of said amount by reason of
(i) any judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (ii) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including the Borrower), then and in such event Holdings agrees that any such
judgment, decree, order, settlement or compromise shall be binding upon
Holdings, notwithstanding any revocation of this Guaranty or any other
instrument evidencing any liability of the Borrower, and Holdings shall be and
remain liable to the aforesaid payees hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by any such payee.

        13.02 BANKRUPTCY.  Additionally, Holdings unconditionally and
irrevocably guarantees the payment of any and all of the Guaranteed Obligations
to the Guaranteed Creditors whether or not due or payable by the Borrower upon
the occurrence in respect of the Borrower of any of the events specified in
Section 9.05, and unconditionally promises to pay such indebtedness on demand,
in lawful money to the United States.

        13.03 NATURE OF LIABILITY.  The liability of Holdings hereunder is
exclusive and independent of any security for or other guaranty of the
Guaranteed Obligations whether executed by Holdings, any other guarantor or by
any other party, and the liability of Holdings hereunder is not affected or
impaired by (a) any direction as to application of payment by the Borrower or by
any other party, or (b) any other continuing or other guaranty, undertaking or
maximum liability or a guarantor or of any other party as to the Guaranteed
Obligations, or (c) any payment on or in reduction of any such other guaranty or
undertaking, or (d) any dissolution, termination or increase, decrease or change
in personnel by the Borrower, or (e) any payment made to the Guaranteed
Creditors on the Guaranteed Obligations which any such Guaranteed Creditor
repays to the Borrower pursuant to court order in any bankruptcy,
reorganization, arrangement, moratorium or other debtor relief proceeding, and
Holdings waives any right to the deferral or modification of its obligations
hereunder by reason of any such proceeding.

        13.04 INDEPENDENT OBLIGATION.  The obligations of Holdings hereunder
are independent of the obligations of any other guarantor, any other party or
the Borrower, and a separate action or actions may be brought and prosecuted
against Holdings whether or not action is brought against any other guarantor,
any other party or the Borrower and whether or not any other guarantor, any
other party or the Borrower be joined in any such action or actions.  Holdings
waives, to the full extent permitted by law, the benefit of any statute of
limitations affecting its liability hereunder or the enforcement hereof.  Any
payment by the

                                      -105-

Borrower or other circumstance which operates to toll any statute of limitations
as to the Borrower shall operate to toll the statute of limitations as to
Holdings.

        13.05 AUTHORIZATION.  Holdings authorizes the Guaranteed Creditors
without notice or demand (except as shall be required by applicable statute and
cannot be waived), and without affecting or impairing its liability hereunder,
from time to time to:

        (a) change the manner, place or terms of payment of, and/or change or
   extend the time of payment of, renew, increase, accelerate or alter, any of
   the Guaranteed Obligations (including any increase or decrease in the rate
   of interest thereon), any security therefor, or any liability incurred
   directly or indirectly in respect thereof, and the Guaranty herein made
   shall apply to the Guaranteed Obligations as so changed, extended, renewed
   or altered;

        (b) take and hold security for the payment of the Guaranteed
   Obligations and sell, exchange, release, surrender, realize upon or
   otherwise deal with in any manner and in any order any property by
   whomsoever at any time pledged or mortgaged to secure, or howsoever
   securing, the Guaranteed Obligations or any liabilities (including any of
   those hereunder) incurred directly or indirectly in respect thereof or
   hereof, and/or any offset thereagainst;

        (c) exercise or refrain from exercising any rights against the Borrower
   or others or otherwise act or refrain from acting;

        (d) release or substitute any one or more endorsers, guarantors, the
   Borrower or other obligors;

        (e) settle or compromise any of the Guaranteed Obligations, any
   security therefor or any liability (including any of those hereunder)
   incurred directly or indirectly in respect thereof or hereof, and may
   substitute the payment of all or any part thereof to the payment of any
   liability (whether due or not) of the Borrower to its creditors other than
   the Guaranteed Creditors;

        (f) apply any sums by whomsoever paid or howsoever realized to any
   liability or liabilities of the Borrower to the Guaranteed Creditors
   regardless of what liability or liabilities of the Borrower remain unpaid;

        (g) consent to or waive any breach of, or any act, omission or default
   under, this Agreement, any other Credit Document or any of the instruments
   or agreements referred to herein or therein, or otherwise amend, modify or
   supplement this Agreement, any other Credit Document or any of such other
   instruments or agreements; and/or

                                      -106-

        (h) take any other action which would, under otherwise applicable
   principles of common law, give rise to a legal or equitable discharge of
   Holdings from its liabilities under this Guaranty.

        13.06 RELIANCE.  It is not necessary for the Guaranteed Creditors to
inquire into the capacity or powers of the Borrower or the officers, directors,
partners or agents acting or purporting to act on their behalf, and any
Guaranteed Obligations made or created in reliance upon the professed exercise
of such powers shall be guaranteed hereunder.

        13.07 SUBORDINATION.  Any of the indebtedness of the Borrower now or
hereafter owing to Holdings is hereby subordinated to the Guaranteed Obligations
of the Borrower; and if the Administrative Agent so requests at a time when an
Event of Default exists, all such indebtedness of the Borrower to Holdings shall
be collected, enforced and received by Holdings for the benefit of the
Guaranteed Creditors and be paid over to the Administrative Agent on behalf of
the Guaranteed Creditors on account of the Guaranteed Obligations, but without
affecting or impairing in any manner the liability of Holdings under the other
provisions of this Guaranty.  Prior to the transfer by Holdings of any note or
negotiable instrument evidencing any of the indebtedness of the Borrower to
Holdings, Holdings shall mark such note or negotiable instrument with a legend
that the same is subject to this subordination.  Without limiting the generality
of the foregoing, Holdings hereby agrees with the Guaranteed Creditors that it
will not exercise any right of subrogation which it may at any time otherwise
have as a result of this Guaranty (whether contractual, under Section 509 of the
Bankruptcy Code or otherwise) until all Guaranteed Obligations have been
irrevocably paid in full in cash.

        13.08 WAIVER. (a) Holdings waives any right (except as shall be
required by applicable statute and cannot be waived) to require any Guaranteed
Creditor (i) proceed against the Borrower, any other guarantor or any other
party, (ii) proceed against or exhaust any security held from the Borrower, any
other guarantor or any other party or (iii) pursue any other remedy in any
Guaranteed Creditor's power whatsoever.  Holdings waives any defense based on or
arising out of any defense of the Borrower, any other guarantor or any other
party, other than payment in full of the Guaranteed Obligations, based on or
arising out the disability of the Borrower, any other guarantor or any other
party, or the unenforceability of the Guaranteed Obligations or any part thereof
from any cause, or the cessation from any cause of the liability of the Borrower
other than payment in full of the Guaranteed Obligations.  The Guaranteed
Creditors may, at their election, foreclose on any security held by the
Collateral Agent or any other Guaranteed Creditor by one or more judicial or
nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable (to the extent such sale is permitted by applicable law), or exercise
any other right or remedy the Guaranteed Creditors may have against the Borrower
or any other party, or any security, without affecting or impairing in any way
the liability of Holdings hereunder except to the extent the Guaranteed
Obligations have been paid.

                                      -107-

        (b) Holdings waives all presentments, demands for performance, protests
and notices, including, without limitation, notices of nonperformance, notices
of protest, notices of dishonor, notices of acceptance of this Guaranty, and
notices of the existence, creation or incurring of new or additional Guaranteed
Obligations.  Holdings assumes all responsibility for being and keeping itself
informed of the Borrower's financial condition and assets, and of all other
circumstances, bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks which Holdings assumes and incurs
hereunder, and agrees that the Guaranteed Creditors shall have no duty to advise
Holdings of information known to them regarding such circumstances or risks.

        13.09 ENFORCEMENT.  The Guaranteed Creditors agree that this Guaranty
may be enforced only by the action of the Administrative Agent or the Collateral
Agent, in each case acting upon the instructions of the Required Banks and no
Guaranteed Creditor shall have any right individually to seek to enforce or to
enforce this Guaranty or to realize upon the security to be granted by the
Security Documents, it being understood and agreed that such rights and remedies
may be exercised by the Administrative Agent or the Collateral Agent for the
benefit of the Creditors upon the terms of this Guaranty and the Security
Documents.

                                 *      *     *

                                      -108-

        IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first above
written.

                       AMTROL HOLDINGS, INC.

                       By     /s/ David P. Spalding
                              ---------------------------------
                         Name:  David P. Spalding
                         Title: President

                       AMTROL ACQUISITION, INC.,
                            as Borrower

                       By     /s/ Edward J. Cooney
                              ---------------------------------
                         Name:  Edward J. Cooney
                         Title: Chief Financial Officer

                       BANKERS TRUST COMPANY,
                       Individually and as Administrative Agent

                       By     /s/ Dana Klein
                              ---------------------------------
                         Name:  Dana Klein
                         Title: 

                       MORGAN STANLEY SENIOR FUNDING, INC.,
                            Individually and as Documentation Agent

                       By     /s/ Michael T. McLaughlin
                              ---------------------------------
                         Name:  Michael T. McLaughlin
                         Title: Vice President

                                      -109-

                       THE BANK OF NEW YORK

                       By     /s/ Daniel L. Black
                              ---------------------------------
                         Name:  Daniel L. Black
                         Title: Senior Vice President

                       THE BANK OF NOVA SCOTIA

                       By     /s/ Terry M. Pitcher
                              ---------------------------------
                         Name:  Terry M. Pitcher
                         Title: Authorized Signatory

                       THE FIRST NATIONAL BANK OF BOSTON

                       By     /s/ Gregory R.D. Clark
                              ---------------------------------
                         Name:  Gregory R.D. Clark
                         Title: Director

                       CITIZENS FINANCIAL GROUP INC

                       By     /s/ Louis M. Amoriggi
                              ---------------------------------
                         Name:  Louis M. Amoriggi
                         Title: Vice President

                        FIRST SOURCE FINANCIAL LLP
                        By First Source Financial Inc.,
                        Its manager

                       By     /s/ Robert M. Coseo
                              ---------------------------------
                         Name:  Robert M. Coseo
                         Title: Senior Vice President

                                       -1-

                       FLEET NATIONAL BANK

                       By     /s/ Stephen J. Craven
                              ---------------------------------
                         Name:  Stephen J. Craven
                         Title: Vice President

                       SOCIETE GENERALE

                       By     /s/ Steve Pischel
                              ---------------------------------
                         Name:  Steve Pischel
                         Title  Assistant Treasurer 

Basic Info X:

Name: CREDIT AGREEMENT
Type: Credit Agreement
Date: Dec. 17, 1996
Company: AMTROL INC /RI/
State: Rhode Island

Other info:

Date:

  • last Business Day of each March
  • November 13 , 2000
  • last Business Day of each fiscal quarter
  • December 31 , 1994
  • September 28 , 1996
  • December 31 , 1996
  • March 31 , 1997
  • June 30 , 1997
  • December 31 , 1997
  • March 31 , 1998
  • June 30 , 1998
  • September 30 , 1998
  • December 31 , 1998
  • March 31 , 1999
  • June 30 , 1999
  • September 30 , 1999
  • December 31 , 1999
  • March 31 , 2000
  • June 30 , 2000
  • September 30 , 2000
  • December 31 , 2000
  • March 31 , 2001
  • June 30 , 2001
  • September 30 , 2001
  • December 31 , 2001
  • March 31 , 2002
  • June 30 , 2002
  • September 30 , 2002
  • December 31 , 2002
  • March 31 , 2003
  • June 30 , 2003
  • September 30 , 2003
  • December 31 , 2003
  • March 31 , 2004
  • June 30 , 2004
  • November 13 , 1996
  • May 13 , 2004
  • Saturday
  • Sunday
  • March 29 , 1996
  • January 31 , 1997
  • 50th day following the end of the fiscal quarter
  • last fiscal quarter
  • August 28 , 1996
  • May 13 , 2002
  • September 30 , 1997
  • last day of the fiscal quarter
  • 20th Business Day
  • December 31 , 1995
  • 1633 Broadway

Organization:

  • Terms of Credit
  • 1.03 Notice of Borrowing
  • Pro Rata Borrowings
  • 1.09 Interest Periods
  • 1.12 Change of Lending Office
  • 2. Letters of Credit
  • 2.01 Letters of Credit
  • 2.02 Minimum Initial Stated Amount
  • Repay Letter of Credit Drawings
  • 2.05 Letter of Credit Participations
  • Voluntary Reduction of Commitments
  • Mandatory Adjustments of Commitments
  • Place of Payment
  • 5.01 Conditions Precedent to Initial Borrowing Date
  • 5.02 Conditions Precedent to All Credit Events
  • Corporate Power and Authority
  • 6.10 Financial Condition ; Financial Statements
  • Consummation of Transaction
  • 6.17 Environmental Matters
  • 6.19 Labor Relations
  • 6.23 Special Purpose Corporations
  • 8.11 Interest Coverage Ratio
  • 8.13 Minimum Consolidated EBITDA
  • 8.15 Limitation on Creation of Subsidiaries
  • 9.07 Security Documents
  • 11.02 Nature of Duties
  • 12.16 Bank Register
  • 13.03 Nature of Liability
  • Opinion of Simpson , Thacher & Bartlett EXHIBIT
  • Opinion of Hinckley , Allen & Snyder EXHIBIT
  • Opinion of White & Case
  • Borrowing of Eurodollar Loans
  • Notice of Borrowing or Notice of Conversion
  • Defaulting Bank or Banks
  • Trade Letters of Credit
  • Applicable Eurodollar Margin
  • Standby Letter of Credit
  • Letter of Credit Issuer
  • Total Unutilized Revolving Commitment
  • Total A Term Commitment and Total B Term Commitment
  • Revolving Commitment of each Bank
  • Revolving Loans of Non-Defaulting Banks
  • TF Maturity Date
  • Change of Control
  • Minimum Borrowing Amount
  • Borrower Internal Revenue Service
  • Internal Revenue Service Forms
  • Plans of Holdings
  • j SUBSIDIARY GUARANTY
  • Letter of Credit Request
  • Credit Party of the Documents
  • Each of Holdings
  • National Labor Relations Board
  • Initial Borrowing Effective Date
  • Default or Event of Default
  • Securities and Exchange Commission
  • Authorized Officer of Holdings
  • Interest Rate Agreements
  • Material Adverse Effect
  • Hong Kong Mortgage
  • Dividends to Holdings
  • AMTROL Acquisition , Inc.
  • Total Revolving Commitment or Adjusted Total Revolving Commitment
  • RF Bank 's Adjusted RF Percentage
  • Letter of Credit Outstandings
  • Non-Defaulting Bank 's Adjusted RF Percentage
  • AMTROL , Inc.
  • AMTROL International Inc.
  • AMTROL Asia Pacific Ltd.
  • Federal Funds Effective Rate
  • Bankers Trust Company
  • Standard & Poor 's Ratings Services
  • McGraw-Hill , Inc.
  • Moody 's Investors Service
  • Bank or Approved Bank
  • Comprehensive Environmental Response
  • Bank 's Term Commitment
  • Consolidated Cash Interest Expense
  • Consolidated Interest Expense
  • Consolidated Net Income
  • GAAP of Holdings
  • Indebtedness of Holdings
  • Subsidiaries of Holdings
  • Affiliate of Holdings
  • Board of Directors of Holdings
  • Cypress Group L.L.C.
  • Holdings of Holdings Common Stock
  • Restated Credit Agreement
  • Fleet National Bank
  • Federal Reserve Bank of New York
  • the Subsidiary Guaranty
  • AMTROL Holdings , Inc.
  • guaranty of Holdings
  • Margin Reduction Discount
  • Real Property of Holdings
  • Pension Benefit Guaranty Corporation
  • Board of Governors of the Federal Reserve System
  • Anticipated Reinvestment Amount
  • Bank 's Revolving Commitment
  • the Total Revolving Commitment
  • The Bank of New York
  • Subsidiary of Holdings
  • Equity Financing Documents
  • Senior Subordinated Note Documents
  • Statement of Financial Accounting Standards No
  • Morgan Stanley & Co.
  • Chancellor Senior Management , Inc.
  • State of New York
  • Southern District of New York
  • CT Corporation System
  • Each Credit Party
  • Payment Office of the Administrative Agent
  • RF Maturity Date
  • Commitments of such Bank
  • Borrower to Holdings
  • First Source Financial Inc.

Location:

  • Dollars
  • 11:00 A.M.
  • PRO RATA
  • ERISA
  • Hong Kong Mortgage
  • Rhode Island
  • Asia Pacific
  • U.S.
  • CERCLA
  • N.A.
  • United States of America
  • Delaware
  • I.E.
  • telecopier
  • United States Person
  • Manhattan
  • New York City
  • BOSTON

Money:

  • $ 75,000,000
  • $ 100,000
  • $ 825,000
  • $ 866,250
  • $ 1,450,000
  • $ 62,500
  • $ 3,500,000
  • $ 68.0 million
  • $ 30,000,000
  • $ 115,000,000
  • $ 1,750,000
  • $ 7,000,000
  • $ 6,000,000
  • $ 25,000,000
  • $ 2,500,000
  • $ 200,000
  • $ 3,000,000
  • $ 10,000,000
  • $ 500,000,000
  • $ 2,000,000
  • $ 1,000,000
  • $ 50,000
  • $ 5,000,000

Person:

  • Simpson
  • Thacher
  • Bartlett
  • Hinckley
  • Arthur Andersen
  • Lien
  • David P. Spalding
  • Edward J. Cooney
  • Dana Klein
  • Michael T. McLaughlin
  • Daniel L. Black
  • Terry M. Pitcher
  • s Gregory R.D
  • s Louis M. Amoriggi
  • Robert M. Coseo
  • Stephen J. Craven
  • Steve Pischel

Time:

  • 3:00 P.M.
  • 1:00 P.M.

Percent:

  • 2 %
  • 1.25 %
  • 75 %
  • 65 %
  • 10 %
  • 1.50 %
  • 2.00 %
  • 2.50 %
  • 3.00 %
  • 51 %
  • 35 %
  • 100 %