EXHIBIT 4.2
 
                        BORG-WARNER SECURITY CORPORATION
                FOURTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

         This FOURTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this
"AMENDMENT") is dated as of March 14, 1996 and entered into by and among BORG-
WARNER SECURITY CORPORATION, a Delaware corporation ("COMPANY"), the financial
institutions listed on the signature pages hereof ("LENDERS"), BANK OF AMERICA
ILLINOIS, THE BANK OF NEW YORK and THE BANK OF NOVA SCOTIA, as Lead Managers,
BANKERS TRUST COMPANY, CIBC INC. and NATIONSBANK, N.A., as Co-Agents, and
BANKERS TRUST COMPANY, as Administrative Agent for Lenders (in such capacity,
"ADMINISTRATIVE AGENT"), and, for purposes of Section 5 hereof, the Credit
Support Parties (as defined in Section 5 hereof) listed on the signature pages
hereof, and is made with reference to that certain Credit Agreement dated as of
January 27, 1993 by and among Company, Lenders, Lead Managers, Co-Agent and
Administrative Agent, as amended to the date hereof (as so amended, the "CREDIT
AGREEMENT").  Capitalized terms used herein without definition shall have the
same meanings herein as set forth in the Credit Agreement.

                                    RECITALS

         WHEREAS, Company and Lenders desire to amend the Credit Agreement by
(i) amending the mandatory prepayment provisions thereof, (ii) amending certain
of the financial covenants contained therein and (iii) making certain other
amendments as set forth below;

         WHEREAS, Company has requested that Lenders consent to the terms and
conditions of the Alarm Services Contract Securitization Facility; and

         WHEREAS, subject to the terms and conditions of this Amendment, Lenders
are willing to agree to such amendments and to consent to such terms and
conditions;

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

         SECTION 1.  AMENDMENTS TO THE CREDIT AGREEMENT

         1.1  AMENDMENTS TO SECTION 1: DEFINITIONS.
              ------------------------------------ 

         A.   Subsection 1.1 of the Credit Agreement is hereby amended by adding
thereto the following definitions, which shall be inserted in proper
alphabetical order:

                                       1

 
         "'CALCULATION PERIOD' means the three month period commencing on each
    March 26, June 26, September 26 and December 26 and concluding on the
    succeeding June 25, September 25, December 25 and March 25, respectively;
    provided however, that the initial Calculation Period shall commence on the
    date following the date of receipt by Company or any of its Subsidiaries of
    the Initial Alarm Receivables Net Cash Proceeds and shall conclude on the
    succeeding June 25, September 25, December 25 or March 25, as the case may
    be.

         'FOURTH AMENDMENT' means that certain Fourth Amendment to Credit
    Agreement and Consent dated as of March 14, 1996 by and among Company,
    Lenders, Lead Managers, Co-Agent and Administrative Agent.

         'INITIAL ALARM RECEIVABLES NET CASH PROCEEDS' means the Net Cash
    Proceeds received by Company or any of its Subsidiaries pursuant to the
    Alarm Services Contract Securitization Facility on the date upon which the
    Alarm Services Contract Securitization Facility becomes effective and the
    initial purchase of receivables, contracts and/or leases is made thereunder.

         'NET INCREMENTAL ALARM RECEIVABLES PROCEEDS' means, for any Calculation
    Period, the sum of (i) the Purchase Amounts for Equipment Payment Rights
    under Equipment Leases paid to Wells Fargo Alarm Services, Inc. ("Alarm") by
    the purchaser thereof during such Calculation Period less (ii) any
    Repurchase or Recourse Amounts paid by Alarm to the purchaser thereof during
    such Calculation Period less (iii) payments received by such purchaser
    during such Calculation Period with respect to all Equipment Payment Rights
    sold to such purchaser since the date of commencement of the Alarm Services
    Contract Securitization Facility, all as determined by reference to, and as
    such capitalized terms are defined in, the Alarm Services Contract
    Securitization Facility.

         'PRO RATA BASIS' means, with respect to the Term Loan Facility, the
    percentage which the loan exposure of all lenders under the Term Loan
    Facility represents of the sum of (i) the loan exposure of all lenders under
    the Term Loan Facility plus (ii) the Commitments of all Lenders under this
    Agreement, and with respect to this Agreement, the percentage which the
    Commitments of all Lenders under this Agreement represents of the sum of (i)
    the loan exposure of all lenders under the Term Loan Facility plus (ii) the
    Commitments of all Lenders under this Agreement."

         B.   Subsection 1.1 of the Credit Agreement is hereby further amended
by deleting clause (iii) of the definition of "Consolidated Excess Cash Flow" in
its entirety and by substituting the following therefor:

                                       2

 
         "(iii)  to the extent such amounts have been included in the foregoing
    clauses (x) and (y), amounts equal to the sum of (1) Net Cash Proceeds of
    Asset Sales applied to the prepayment of loans pursuant to subsection
    2.4B(ii)(a)(I) of the Term Loan Facility or to the prepayment of Loans
    pursuant to subsection 2.4A(ii)(a)(I) of this Agreement, (2) Net Cash
    Proceeds of Asset Sales pursuant to the Alarm Services Contract
    Securitization Facility whether or not applied to the prepayment of loans
    pursuant to subsection 2.4B(ii)(a)(II) of the Term Loan Facility or to the
    prepayment of Loans pursuant to subsection 2.4A(ii)(a)(II) of this Agreement
    and (3) Net Reversion Amounts applied to the prepayment of loans pursuant to
    subsection 2.4B(ii)(b) of the Term Loan Facility or to the prepayment of
    Loans pursuant to subsection 2.4A(ii)(c) of this Agreement."

         1.2  AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND    
              -------------------------------------------------------------
LOANS.
- ----- 
         A.   MANDATORY PREPAYMENTS.

         (1) Subsection 2.4A(ii)(a) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

         "(ii)  Mandatory Prepayments.
                --------------------- 

              (a)  (I)  Prepayments from Asset Sales.  Subject to subsection
         (II) below, after the payment in full of the Term Loan Facility or in
         the event that any prepayment otherwise payable to the lenders under
         the Term Loan Facility is waived by the lenders under the Term Loan
         Facility, no later than the second Business Day following the date of
         receipt by Company or any of its Subsidiaries of the cash proceeds of
         any Asset Sale other than any Cash Proceeds arising as a result of
         Asset Sales pursuant to the Alarm Services Contract Securitization
         Facility, as to which subsection (II) below applies, Company shall
         prepay the Loans in an amount equal to the Net Cash Proceeds of such
         Asset Sale; provided however, that so long as no Event of Default or
         Potential Event of Default shall have occurred and be continuing,
         Company and its Subsidiaries shall not be required to apply the Net
         Cash Proceeds of any Asset Sale to the mandatory prepayment of the
         Loans pursuant to this subsection 2.4A(ii)(a)(I) to the extent that (A)
         such Net Cash Proceeds have been or will be reinvested in like assets
         or in other assets used in the business of Company and its Consolidated
         Subsidiaries within six months of such sale; provided that the
         aggregate amount of Net Cash Proceeds excluded from application to the
         mandatory prepayment of the Loans pursuant to this clause (A) does not
         exceed $5,000,000 in the aggregate, or (B) such Net Cash Proceeds are
         less than $1,000,000 or are proceeds from the sale of non-

                                       3


 
         earning assets; provided that the aggregate amount of Net Cash Proceeds
         excluded from application to the mandatory prepayment of the Loans
         pursuant to this clause (B) does not exceed $5,000,000 in the
         aggregate.  Concurrently with any prepayment of the Loans pursuant to
         this subsection 2.4A(ii)(a)(I), Company shall deliver to Administrative
         Agent an Officers' Certificate demonstrating the derivation of the Net
         Cash Proceeds of the correlative Asset Sale from the gross sales price
         thereof.  Any such mandatory prepayments shall be applied as specified
         in subsection 2.4A(iii).

                   (II) Prepayments from Asset Sales pursuant to the Alarm
         Services Contract Securitization Facility.  (x) No later than the
         second Business Day following the date of receipt by Company or any of
         its Subsidiaries of the Initial Alarm Receivables Net Cash Proceeds,
         Company shall prepay the Loans and the loans outstanding under the Term
         Loan Facility on a Pro Rata Basis in an aggregate amount equal to such
         Net Cash Proceeds; and (y) no later than the second Business Day
         following the date of receipt by Company or any of its Subsidiaries of
         Net Cash Proceeds arising as a result of subsequent Asset Sales
         pursuant to the Alarm Services Contract Securitization Facility,
         Company shall prepay the Loans in an amount equal to the Net Cash
         Proceeds of such Asset Sales.  Concurrently with any prepayment of the
         Loans pursuant to the foregoing clause (x) and concurrently with any
         Commitment reduction pursuant to subsection 2.4G(i)(b), Company shall
         deliver to Administrative Agent a Notice of Prepayment and Commitment
         Reduction substantially in the form of Exhibit XVI annexed hereto.  Any
         such mandatory prepayments shall be applied as specified in subsection
         2.4A(iii)."

         (2) Subsection 2.4A(ii)(d) of the Credit Agreement is hereby amended by
deleting the reference to "2.4G(ii) and (iii)" contained therein and
substituting "2.4G(i)(b), (ii) and (iii)" therefor.

         (3) Subsection 2.4G of the Credit Agreement is hereby amended by
deleting clause (i) thereof in its entirety and substituting the following
therefor:

         "(i)(a)  on the date any prepayment of Loans is made or is required to
    be made pursuant to subsections 2.4A(ii)(a)(I), 2.4A(ii)(a)(II)(x) and
    2.4A(ii)(c) by an amount equal to the amount of such prepayment, and (b) on
    each April 20, July 20, October 20 and January 20 by an amount equal to the
    Lenders' Pro Rata Basis of the Net Incremental Alarm Receivables Proceeds,
    if such amount is a positive number, for the Calculation Period ended as of
    the preceding March 25, June 25, September 25 and December 25, as the case
    may be."

                                       4


 
         1.3  AMENDMENTS TO SECTION 6:  COMPANY'S NEGATIVE COVENANTS.
              ------------------------------------------------------ 

         A.   CONTINGENT OBLIGATIONS.  Subsection 6.4(xii) of the Credit
Agreement is hereby amended by deleting the period at the end thereof and
substituting the following therefor:

              "; and Contingent Obligations of Company's Consolidated
         Subsidiaries with respect to the Alarm Services Contract Securitization
         Facility."

         B.   INTEREST COVERAGE RATIO.  Subsection 6.6A of the Credit Agreement
is hereby amended by deleting the table set forth therein in its entirety and
substituting the following therefor:



                                                              MINIMUM
         "FISCAL QUARTER ENDED                       INTEREST COVERAGE RATIO
         ---------------------                       -----------------------
                                                  
         September 30, 1995                                  2.25:1.00
         December 31, 1995                                   2.20:1.00
         March 31, 1996                                      2.15:1.00
         June 30, 1996                                       2.15:1.00
         September 30, 1996                                  2.15:1.00
         December 31, 1996                                   2.15:1.00
         March 31, 1997                                      2.20:1.00
         June 30, 1997                                       2.25:1.00
         September 30, 1997                                  2.30:1.00
         December 31, 1997                                   2.35:1.00
         March 31, 1998                                      2.40:1.00
         June 30, 1998                                       2.50:1.00
         September 30, 1998                                  2.55:1.00
         December 31, 1998                                   2.65:1.00
         March 31, 1999                                      2.70:1.00
         June 30, 1999                                       2.70:1.00"

 
         C.   LEVERAGE RATIO.  Subsection 6.6B of the Credit Agreement is 
hereby amended by deleting the table set forth therein in its entirety and 
substituting the following therefor:
 

                                       5


         "FISCAL QUARTER ENDED                        MAXIMUM LEVERAGE RATIO
         ---------------------                        ----------------------
         September 30, 1995                                  3.75:1.00
         December 31, 1995                                   4.20:1.00
         March 31, 1996                                      4.05:1.00
         June 30, 1996                                       3.85:1.00
         September 30, 1996                                  3.75:1.00
         December 31, 1996                                   3.60:1.00
         March 31, 1997                                      3.45:1.00
         June 30, 1997                                       3.30:1.00
         September 30, 1997                                  3.15:1.00
         December 31, 1997                                   3.05:1.00
         March 31, 1998                                      2.90:1.00
         June 30, 1998                                       2.75:1.00
         September 30, 1998                                  2.65:1.00
         December 31, 1998                                   2.45:1.00
         March 31, 1999                                      2.35:1.00
         June 30, 1999                                       2.25:1.00"

 
         D.   CONSOLIDATED EBITDA.  Subsection 6.6D of the Credit Agreement is
hereby amended by deleting the table set forth therein in its entirety and 
substituting the following therefor:
                                          
         "FISCAL QUARTER ENDED                     MINIMUM CONSOLIDATED EBITDA
         ---------------------                     ---------------------------
         September 30, 1995                               $125,000,000
         December 31, 1995                                 125,000,000
         March 31, 1996                                    126,500,000
         June 30, 1996                                     128,000,000
         September 30, 1996                                128,000,000
         December 31, 1996                                 129,700,000
         March 31, 1997                                    133,000,000
         June 30, 1997                                     135,300,000
         September 30, 1997                                137,600,000
         December 31, 1997                                 138,900,000
         March 31, 1998                                    139,300,000
         June 30, 1998                                     142,700,000
         September 30, 1998                                144,000,000
         December 31, 1998                                 147,400,000
         March 31, 1999                                    152,000,000
         June 30, 1999                                     154,000,000"


         E.   RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS.
Subsection 6.7(v) of the Credit Agreement is hereby amended by


                                       6


 
deleting clause (a) contained in the first proviso thereof in its entirety and
substituting the following therefor: "(a) (1) such Asset Sale is pursuant to the
Alarm Services Contract Securitization Facility or (2) such Asset Sale is made
for the fair market value of such assets and for at least eighty-five percent
(85%) cash, and"

          1.4   AMENDMENTS TO SECTION 7:  EVENTS OF DEFAULT.
                ------------------------------------------- 

          A.    RECEIVABLES FACILITIES. Concurrently with the repayment in full
of the Senior Notes, subsection 7.14 of the Credit Agreement shall be amended by
(1) deleting the word "or" at the end of clause (iv) thereof and (2) by adding a
new clause (vi) at the end thereof as follows:

          "(vi) any condition or event shall occur which constitutes a Lessee
    Notice Event (as defined in the Alarm Services Contract Securitization
    Facility) under clause (iv) of Section 20.1 of the Alarm Services Contract
    Securitization Facility involving an amount in excess of $2,500,000; or any
    condition or event shall occur which constitutes an Event of Seller Default
    involving an amount in excess of $2,500,000 (as defined in the Security
    Agreement executed in connection with the Alarm Services Contract
    Securitization Facility)."

          1.5   AMENDMENT OF EXHIBITS.
                --------------------- 

          A.    EXHIBIT IV: FORM OF COMPLIANCE CERTIFICATE. Exhibit IV to the
Credit Agreement is hereby amended by:

          (1)   deleting each reference to "Attachment No. 1" contained therein
    and substituting "Attachments Nos. 1 and 2" therefor; and

          (2)   adding thereto a new Attachment No. 2 in the form of Annex A to
    this Amendment.

          1.6   ADDITION OF EXHIBITS.
                -------------------- 

          A.    EXHIBIT XVI: FORM OF NOTICE OF COMMITMENT REDUCTION AND
PREPAYMENT. The Credit Agreement is hereby amended by adding thereto a new
Exhibit XIII in the form of Annex B to this Amendment.


          SECTION 2.  CONSENT

          A.    ALARM SERVICES CONTRACT SECURITIZATION FACILITY. Each Lender
executing this Amendment hereby consents to the terms and conditions of the
Alarm Services Contract Securitization Facility substantially in the form
annexed hereto as Annex C.

                                       7

 
          B.    AMENDMENT OF L/C AGREEMENT. Each Lender executing this Amendment
hereby consents to the amendment of the L/C Agreement substantially in the form
annexed hereto as Annex D.

          C.    AMENDMENT OF TERM LOAN FACILITY. Each Lender executing this
Amendment hereby consents to the amendment of the Term Loan Facility
substantially in the form annexed hereto as Annex E.


          SECTION 3.  CONDITIONS TO EFFECTIVENESS

          Section 1 and Section 2 of this Amendment shall become effective only
upon the satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "FOURTH
AMENDMENT EFFECTIVE DATE"):

          A.    COMPANY DOCUMENTS.  On or before the Fourth Amendment Effective
Date, Company shall deliver to Lenders (or to Administrative Agent for Lenders
with sufficient originally executed copies, where appropriate, for each Lender)
the following, each, unless otherwise noted, dated the Fourth Amendment
Effective Date:

          (i)   Signature and incumbency certificates of its officers executing
    this Amendment; and

          (ii)  Copies of this Amendment, executed by Company and each of the
    Credit Support Parties.

          B.    REQUISITE LENDER EXECUTION. On or before the Fourth Amendment
Effective Date, Requisite Lenders shall have delivered to Administrative Agent
originally executed copies of this Amendment.

          C.     EXISTING L/C AGREEMENT. On or before the Fourth Amendment
Effective Date, corresponding consents and amendments shall have been obtained
or made with respect to the Existing L/C Agreement. Such amendment shall be
satisfactory in form and substance to Administrative Agent and Requisite
Lenders.

          D.    TERM LOAN FACILITY.  On or before the Fourth Amendment Effective
Date, corresponding consents and amendments shall have been obtained or made
with respect to the Term Loan Facility. Such amendment shall be satisfactory in
form and substance to Administrative Agent and Requisite Lenders.

          E.    COMPLETION OF PROCEEDINGS.  On or before the Fourth Amendment
Effective Date, all corporate and other proceedings taken or to be taken in
connection with the transactions contemplated hereby and all documents
incidental

                                       8

 
thereto not previously found acceptable by Administrative Agent, acting on
behalf of Lenders, and its counsel shall be satisfactory in form and substance
to Administrative Agent and such counsel, and Administrative Agent and such
counsel shall have received all such counterpart originals or certified copies
of such documents as Administrative Agent may reasonably request.


          SECTION 4.  COMPANY'S REPRESENTATIONS AND WARRANTIES

          In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender that the following statements are true, correct and
complete:

          A.    CORPORATE POWER AND AUTHORITY.  Company has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

          B.    ACCOUNTING METHOD.  The materials provided to Administrative
Agent and Lenders in connection with this Amendment were prepared using
accounting methods consistent with the accounting methods used to prepare
Company's financial statements for its fiscal year ended December 31, 1995.

          C.    AUTHORIZATION OF AGREEMENTS.  The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of Company.

          D.    NO CONFLICT.  The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Certificate or
Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of government binding on
Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries (other than any Liens created under
any of the Loan Documents in favor of Collateral Agent on behalf of Lenders), or
(iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries.

          E.    GOVERNMENTAL CONSENTS.  The execution and delivery by Company of
this Amendment and the performance by Company of the Amended Agreement do not
and will not require any registration with, consent or approval of, or notice
to, or

                                       9

 
other action to, with or by, any federal, state or other governmental authority
or regulatory body.

          F.    BINDING OBLIGATION.  This Amendment and the Amended Agreement
have been duly executed and delivered by Company and are the legally valid and
binding obligations of Company, enforceable against Company in accordance with
their respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.

          G.    INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT.  The representations and warranties contained in Section 4 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Fourth Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.

          H.    ABSENCE OF DEFAULT.  No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.


          SECTION 5.  ACKNOWLEDGEMENT AND CONSENT

          Company is a party to the Company Pledge Agreement, as amended through
the Fourth Amendment Effective Date, pursuant to which Company has pledged
certain Collateral to Collateral Agent to secure the Obligations. Each of the
Borg-Warner Pledged Subsidiaries is a party to the Borg-Warner Subsidiary Pledge
Agreement, as amended through the Fourth Amendment Effective Date, pursuant to
which each such Borg-Warner Pledged Subsidiary has pledged certain Collateral to
Collateral Agent to secure the Obligations. Each of the Borg-Warner Guarantor
Subsidiaries is a party to the Borg-Warner Subsidiary Guaranty, as amended
through the Fourth Amendment Effective Date, pursuant to which each such Borg-
Warner Guarantor Subsidiary has guarantied the Obligations. Company, Borg-Warner
Pledged Subsidiaries and Borg-Warner Guarantor Subsidiaries are collectively
referred to herein as the "CREDIT SUPPORT PARTIES," and the Company Pledge
Agreement, the Borg-Warner Subsidiary Pledge Agreement and Borg-Warner
Subsidiary Guaranty are collectively referred to herein as the "CREDIT SUPPORT
DOCUMENTS."

          Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Amendment and consents to
the amendment of the Credit Agreement effected pursuant to this Amendment. Each

                                      10

 
Credit Support Party hereby confirms that each Credit Support Document to which
it is a party or otherwise bound and all Collateral encumbered thereby will
continue to guaranty or secure, as the case may be, to the fullest extent
possible the payment and performance of all "Obligations," "Guarantied
Obligations" and "Secured Obligations," as the case may be (in each case as such
terms are defined in the applicable Credit Support Document), including without
limitation the payment and performance of all such "Obligations," "Guarantied
Obligations" or "Secured Obligations," as the case may be, in respect of the
Obligations of Company now or hereafter existing under or in respect of the
Amended Agreement and the Notes defined therein.

          Each Credit Support Party acknowledges and agrees that any of the
Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Credit Support Party
represents and warrants that all representations and warranties contained in the
Amended Agreement and the Credit Support Documents to which it is a party or
otherwise bound are true, correct and complete in all material respects on and
as of the Fourth Amendment Effective Date to the same extent as though made on
and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.

          Each Credit Support Party (other than Company) acknowledges and agrees
that (i) notwithstanding the conditions to effectiveness set forth in this
Amendment, such Credit Support Party is not required by the terms of the Credit
Agreement or any other Loan Document to consent to the amendments to the Credit
Agreement effected pursuant to this Amendment and (ii) nothing in the Credit
Agreement, this Amendment or any other Loan Document shall be deemed to require
the consent of such Credit Support Party to any future amendments to the Credit
Agreement.


          SECTION 6.  MISCELLANEOUS

          A.    REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.

          (1)   On and after the Fourth Amendment Effective Date, each reference
    in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein"
    or words of like import referring to the Credit Agreement, and each
    reference in the other Loan Documents to the "Credit Agreement",
    "thereunder", "thereof" or words of like import referring to the Credit
    Agreement shall mean and be a reference to the Amended Agreement.

                                      11

 
          (2) Except as specifically amended by this Amendment, the Credit
     Agreement and the other Loan Documents shall remain in full force and
     effect and are hereby ratified and confirmed.

          (3) The execution, delivery and performance of this Amendment shall
     not, except as expressly provided herein, constitute a waiver of any
     provision of, or operate as a waiver of any right, power or remedy of
     Administrative Agent or any Lender under, the Credit Agreement or any of
     the other Loan Documents.

          B.   FEES AND EXPENSES.  Company acknowledges that all costs, fees and
expenses as described in subsection 9.3 of the Credit Agreement incurred by
Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of
Company.

          C.   HEADINGS.  Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

          D. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

          E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment (other than the provisions of Section 1 and
Section 2 hereof, the effectiveness of which is governed by Section 3 hereof)
shall become effective upon the execution of a counterpart hereof by Company,
Requisite Lenders and each of the Credit Support Parties and receipt by Company
and Administrative Agent of written or telephonic notification of such execution
and authorization of delivery thereof.


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