1
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                 
                            FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                
     SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended September 30, 1996
                                 
                                OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE               
      SECURITIES EXCHANGE ACT OF 1934

For Transition Period from -------------  to  ----------------                 

Commission File Number 1-12658

                          ALBEMARLE   CORPORATION                      
               -----------------------------------------------------
                (Exact name of registrant as specified in its charter)

           VIRGINIA                                   54-1692118   
- ------------------------------                     ----------------
(State or other jurisdiction of                    (I.R.S. Employer 
incorporation or organization)                  Identification No.)

330 SOUTH FOURTH STREET
P. O. BOX 1335
RICHMOND, VIRGINIA                                      23210       
- --------------------------                          ------------    
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code - (804) 788-6000

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
       
       Yes   X                                       No   
            ---                                         ---

Number of shares of common stock, $.01 par value, outstanding as
of October 31, 1996:  55,038,320                       

 2
                        ALBEMARLE CORPORATION


                            I N D E X

                                                                    Page  
                                                                   Number
                                                                  --------
PART I.  FINANCIAL INFORMATION

  ITEM 1.  Financial Statements

          Consolidated Balance Sheets - September 30, 1996 and 
          December 31, 1995                                         3-4
  
          Consolidated Statements of Income - Three and Nine
          Months Ended September 30, 1996 and 1995                   5
       
          Condensed Consolidated Statements of Cash Flows -
          Nine Months Ended September 30, 1996 and 1995              6

          Notes to the Consolidated Financial Statements           7-11

  ITEM 2.  Management's Discussion and Analysis of Results
           of Operations and Financial Condition                  12-16

PART II.  OTHER INFORMATION

  ITEM 1.  Legal Proceedings                                        17

  ITEM 6.  Exhibits and Reports on Form 8-K                         17

SIGNATURES                                                          18

EXHIBIT INDEX                                                       19
                                                                    
 Exhibit 10.1 - Credit Agreement                                    
 Exhibit 27   - Financial Data Schedule



 3
PART I.  FINANCIAL INFORMATION
- ------------------------------
  ITEM 1.  Financial Statements
           --------------------
            
                        ALBEMARLE  CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS 
                              ---------------------------   
                                 (Dollars In Thousands)
                                 ---------------------- 
September 30, December 31, 1996 1995 ------------ ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 39,326 $ 33,130 Accounts receivable, less allowance for doubtful accounts (1996-$1,191; 1995-$1,615) 137,740 198,125 Inventories: Finished goods 45,585 132,334 Work-in-process 3,631 5,767 Raw materials 9,476 15,125 Stores, supplies and other 15,074 24,371 ------------- ------------ 73,766 177,597 Deferred income taxes and prepaid expenses 18,864 19,935 ------------- ------------- Total current assets 269,696 428,787 ------------- ------------- Property, plant and equipment, at cost 1,126,647 1,493,846 Less accumulated depreciation and amortization (638,680) (807,951) ------------- ------------- Net property, plant and equipment 487,967 685,895 Other assets and deferred charges 64,274 60,814 Goodwill and other intangibles - net of amortization 24,315 28,995 -------------- ------------ Total assets $ 846,252 $ 1,204,491 ============== ============ See accompanying notes to the consolidated financial statements.
4 ALBEMARLE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS --------------------------- (Dollars In Thousands) ----------------------
September 30, December 31, 31, 1996 1995 ------------- ------------ (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 54,077 $ 102,788 Long term debt, current portion 7,726 17,020 Accrued expenses 60,413 65,017 Dividends payable 3,853 3,634 Income taxes payable 31,191 5,760 ------------ ---------- Total current liabilities 157,260 194,219 ------------ ---------- Long-term debt 29,643 200,092 Other noncurrent liabilities 64,038 54,512 Deferred income taxes 101,610 133,102 Shareholders' equity: Common stock, $.01 par value, Issued - 55,038,320 in 1996 and 66,076,853 in 1995, respectively 550 661 Additional paid-in capital 250,785 498,827 Foreign currency translation adjustments 19,345 27,604 Retained earnings 223,021 95,474 ------------ --------- Total shareholders' equity 493,701 622,566 ------------ --------- Total liabilities and shareholders' equity $846,252 $1,204,491 ============ ========== See accompanying notes to the consolidated financial statements.
5 ALBEMARLE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME --------------------------------------- (In Thousands Except Per-Share Amounts) --------------------------------------- (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, --------------------- ------------------ 1996 1995 1996 1995 -------- -------- ------- ------- Net sales $183,776 $315,211 $649,986 $948,173 Cost of goods sold 139,016 241,790 474,342 742,627 -------- ------- -------- ------- Gross profit 44,760 73,421 175,644 205,546 Selling, general and administrative expenses 25,212 34,095 88,436 98,876 Research and development expenses 8,480 6,645 22,317 20,868 -------- ------- -------- ------- Operating profit 11,068 32,681 64,891 85,802 Interest and financing expenses 323 3,117 2,367 10,211 Gain on sales of businesses -- (4,925) (158,157) (4,925) Other income, net (271) (1,111) (3,823) (1,933) -------- ------- -------- ------- Income before income taxes 11,016 35,600 224,504 82,449 Income taxes 3,129 13,378 86,358 33,153 -------- ------- --------- ------- Net income $7,887 $22,222 $138,146 $49,296 ======== ======= ========= ======= Earnings per share $.14 $.33 $2.30 $.74 ======== ======= ========= ======= Shares used to compute earnings per share 56,017 66,450 59,988 66,270 ======== ======= ========== ======= Cash dividends declared per share of common stock $.07 $.055 $.18 $.155 ======== ======= ========== ======= See accompanying notes to the consolidated financial statements.
6 ALBEMARLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ----------------------------------------------- (Dollars In Thousands) ---------------------- (Unaudited)
Nine Months Ended September 30, -------------------- 1996 1995 -------- -------- CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR $33,130 $32,114 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income 138,146 49,296 Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 54,204 69,622 Gain on sales of businesses, net of income taxes of $63,780 and $1,868, respectively (94,377) (3,057) Working capital increases excluding cash and cash equivalents, net of the effects of the sales of businesses: Income tax payments on gain on sale of business (59,324) -- Other working capital increases (10,059) (19,469) Other, net (9,829) (10,652) -------- ------- Net cash provided from operating activities 18,761 85,740 -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (64,094) (81,891) Proceeds from sales of businesses, net of expenses and $42,297 of trade accounts payable retained by the Company 487,345 4,195 Acquisition of business -- (2,138) Collections on notes received from sale of business -- 8,250 Other, net 1,982 352 -------- ------- Net cash provided from (used in) investing activities 425,233 (71,232) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings 26,641 29,394 Repayments of long-term debt (204,334) (19,543) Purchases of common stock (250,270) -- Dividends paid (10,380) (9,909) Other, net 545 - --------- -------- Net cash (used in) financing activities (437,798) (58) --------- -------- Increase in cash and cash equivalents 6,196 14,450 --------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $39,326 $46,564 ========= ======== See accompanying notes to the consolidated financial statements.
7 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (In Thousands Except Per-Share Amounts) (Unaudited) 1. In the opinion of management, the accompanying consolidated financial statements contain all adjustments necessary to present fairly, in all material respects, the Company's consolidated financial position as of September 30, 1996 and December 31, 1995, the consolidated results of operations for the three- and nine-month periods ended September 30, 1996 and 1995, and the condensed consolidated cash flows for the nine months ended September 30, 1996 and 1995. All adjustments are of a normal and recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1995 Annual Report which was incorporated by reference in the Company's Form 10-K filed on March 28, 1996. The December 31, 1995 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The results of operations for the three- and nine-month periods ended September 30, 1996, are not necessarily indicative of the results to be expected for the full year. Certain amounts in the accompanying consolidated financial statements have been reclassified to conform to the current presentation. 2. On March 1, 1996, the Company sold its alpha olefins, poly alpha olefins, and synthetic alcohol businesses ("Olefins Business") to Amoco Chemical Company ("Amoco") for $487.3 million, including plant and equipment (primarily located in Pasadena, Texas, Deer Park, Texas and Feluy, Belgium), other assets, inventory and accounts receivable, net of expenses and trade accounts payable retained and paid by the Company, and certain business-related liabilities transferred at the date of sale. The sale involved the transfer of approximately 550 people who supported these businesses. The gain on the sale was $158.2 million ($94.4 million after income taxes or $1.57 per share), net of $44.3 million of costs incurred in connection with the sale for early retirements and work-force reductions, abandonment costs of certain facilities and certain other accruals (including environmental) related to the sale and/or the businesses sold. In connection with the sale of the Olefins Business, the Company utilized approximately $20 million of its Belgian net operating loss carryforward to offset, in part, the Belgian portion of the taxable gain. The transaction includes numerous operating and service agreements primarily focusing on the sharing of common facilities at the Pasadena plant site and the operation of the Feluy plant site. The net sales and operating profit before allocation of corporate expenses for the Olefins Business for the three-months ended September 30, 1995 were $129.3 and $8.3 million, respectively. 8 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (In Thousands Except Per-Share Amounts) (Unaudited) 2. Continued. In addition, the net sales and operating loss before allocation of corporate expenses for the Olefins Business for the nine-months ended September 30, 1995 were $363.1 million and ($9.0) million, respectively. 3. On July 31, 1995 the Company sold its electronic materials business to MEMC Pasadena, Inc. for approximately $59.2 million, consisting of $4.2 million in cash and two notes totaling $55 million. The gain realized on the sale was deferred and was recognized as principal payments were collected on the notes received as consideration for the sale. For the three and nine-month periods ended September 30, 1995 the company recognized a gain of approximately $4.9 million ($3.1 million after taxes, or $.04 cents per share). The non-cash effects of the remaining balances of the note receivable and related deferred gain at September 30, 1995 approximated $46.8 million and $18.5 million, respectively, and are not reflected in the accompanying September 30, 1995 condensed consolidated statement of cash flow. Additionally, the Company currently operates for MEMC the granular polysilicon plant located at Pasadena, Texas. 4. Debt consists of the following:
September 30, December 31, 1996 1995 ------------- ------------ Variable-rate bank loans $20,600 $130,000 Foreign bank borrowings 15,598 85,919 Miscellaneous 1,171 1,193 ------------- ------------- Total 37,369 217,112 Less current maturities 7,726 17,020 ------------- ------------- Long-term debt $29,643 $200,092 ============= =============
The reduction in long-term debt reflects payments resulting from use of the proceeds received from the sale of the Olefins Business. On September 24, 1996, to replace its existing credit facility, the Company entered into a new five-year, $500 million unsecured Competitive Advance and Revolving Credit Facility Agreement (the "Credit Agreement") with a consortium of banks at various interest rate options. No amounts were outstanding at September 30, 1996 under that agreement. The Credit Agreement contains certain covenants typical for a credit agreement of its size and nature, including financial covenants requiring the company to maintain consolidated indebtedness (as defined) of not more than 60% of the sum of consolidated shareholders' equity and consolidated indebtedness. 9 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (In Thousands Except Per-Share Amounts) (Unaudited) 5. The third quarter 1996 effective income tax rate was lower than the effective tax rate for nine months 1996, excluding the effects of the sale of the Olefins Business, due to the cumulative effect of a lower effective income tax rate for the year than previously forecasted. Both periods effective income tax rates were lower than the normal combined federal and state income tax rates for the periods. The provisions for income taxes on the operating results of the Company in the accompanying consolidated statements of income for the three- and nine-month periods ended September 30, 1995 are higher than normal combined federal and state income tax rates primarily due to the absence of tax benefits on net operating losses of the Company's Belgian subsidiary as the Company provided valuation allowances against the deferred tax assets related to these net operating losses due to the uncertainty of the assets' realization. 6. On April 1, 1996, the Company purchased 9,484,465 shares of its common stock, at a price of $23 per share for a total aggregate price (including expenses) of $219.4 million, through a self tender offer, which began on March 4, 1996 and concluded on April 1, 1996, following the sale of its Olefins Business to Amoco. Additionally, the Company purchased 275,400 and 1,481,100 common shares in the second and third quarters of 1996, respectively. The Company still has authorization from its board of directors to purchase approximately 4.2 million additional shares. 7. The following unaudited supplemental pro forma condensed consolidated statement of income for the nine months ended September 30, 1996 is presented assuming that the disposition of the Olefins Business had occurred as of January 1, 1995. The related pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations of the Company or what the results of operations would have been had the Company operated without the Olefins Business during the nine months ended September 30, 1996. Additionally, the accompanying pro forma information, consistent with the data presented in the Company's Form 8-K filed on March 15, 1996, does not give any effect to the purchase of 9,484,465 shares of common stock acquired in the tender offer as if it had occurred on January 1, 1995. 10 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (In Thousands Except Per-Share Amounts) (Unaudited) 7. Continued. Pro Forma Condensed Consolidated Statement of Income Nine Months Ended September 30, 1996 ------------------------------------
Historical Adjustments Pro Forma ---------- ----------- --------- Net sales $649,986 $ (79,763) (a) 799 (b) $571,022 Cost of goods sold 474,342 (71,200) (a) 420 (b) 403,562 ---------- ---------- --------- Gross profit 175,644 (8,184) 167,460 Selling, R&D and general expenses 110,753 (5,221) (a) 105,532 ---------- ---------- --------- Operating profit 64,891 (2,963) 61,928 Interest and financing expenses 2,367 (1,563) (c) 804 Gain on sale of business (158,157) 158,157 (d) -- Other income, net (3,823) 16 (a) (60) (e) (3,867) ---------- ---------- --------- Income before income taxes 224,504 (159,513) 64,991 Income taxes 86,358 (63,780) (d) (519) (f) 22,059 ---------- ---------- --------- Net income $138,146 $ (95,214) $42,932 ========== ========== ========= Earnings per share $2.30 $.72 ========== ========= Shares used to compute earnings per share 59,988 59,988 (g) ========== ========= See accompanying notes to the pro forma condensed consolidated statement of income.
11 ALBEMARLE CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ---------------------------------------------- (In Thousands Except Per-Share Amounts) (Unaudited) 7. Continued. Notes to the pro forma condensed consolidated statement of income are described below: (a) To eliminate the results of operations of the Olefins Business for the period January 1, 1996 thru February 29, 1996 as though the sale to Amoco occurred on January 1, 1995 and to reflect reductions in administrative and other costs which occurred because of personnel, employee benefits (including compensation) and other cost reductions assumed implemented following the sale of the Olefins Business to Amoco. (b) To record service fee income and incremental sales revenue generated from providing various services and products under contracts to Amoco and to record costs and expenses for services and products provided by Amoco. The service and supply arrangements were entered into in connection with the sale of the Olefins Business to Amoco. (c) To reflect the pro forma interest cost savings resulting from the repayment of certain domestic and Belgian debt using the proceeds received from the sale of the Olefins Business. (d) To eliminate the gain and the related income taxes on the March 1, 1996, sale of the Olefins Business. (e) To record the related amortization of certain advance rents received from Amoco upon closing of the sale of the Olefins Business associated with an arrangement in the nature of an operating lease in Belgium. (f) To record the income tax effects of the adjustments set forth in Notes (a) through (c) and (e) above, calculated at an assumed state and federal combined income tax rate of 37.92% for domestic items and an assumed combined rate of 35% for items related to the Company's Belgian subsidiary which includes the utilization of a portion of its net operating loss carryforwards and the estimated additional income taxes which would have resulted if undistributed Belgian foreign earnings had been remitted to the Company. (g) The average number of shares used to compute earnings per share does not include the effects of the Company's April 1, 1996 self tender offer as if it had occurred on January 1, 1995. The average number of shares would have been 57,231,000 had the offer been assumed to have been completed on January 1, 1995. 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS ------------------------------------ OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION ------------------------------------------------ The following is management's discussion and analysis of certain significant factors affecting the results of operations during the periods included in the accompanying consolidated statements of income and changes in financial condition since December 31, 1995 of Albemarle Corporation ("Albemarle" or "the Company") On March 1, 1996, the Company sold its alpha olefins, poly alpha olefins and synthetic alcohol businesses ("Olefins Business") to Amoco Chemical Company ("Amoco"). After the sale, Albemarle is engaged in the bromine chemicals, specialty chemicals and detergents and surfactants businesses. Results of Operations - --------------------- Third Quarter 1996 Compared with Third Quarter 1995 - --------------------------------------------------- NET SALES Net sales for the third quarter of 1996 amounted to $183.8 million, down from $315.2 million in 1995. Excluding the third quarter 1995 net sales of the Olefins Business sold March 1, 1996 and the electronic materials business sold July 31, 1995, Albemarle's net sales for the third quarter of 1996 would have increased two percent ($4.3 million) from the 1995 primarily due to higher shipments of organometallics, partly offset by decreases in shipments of flame retardants, agricultural intermediates and bromine fine chemicals. OPERATING COST AND EXPENSES Cost of goods sold decreased primarily due to the impact of shipments of the Olefins Business and the electronic materials business in the third quarter of 1996 versus third quarter 1995 and higher foreign exchange gains offset in part by higher costs in pharmaceutical intermediates related primarily to naproxen start-up costs as well as higher operating costs and lower operating rates in flame retardants and bromine fine chemicals in the 1996 third quarter. Overall gross profit margins increased to 24.4% in the 1996 third quarter from 23.3% in the corresponding period in 1995. Selling, general and administrative expenses, combined with research and development expenses, decreased 17% ($7.0 million) in 1996 from the 1995 quarter, primarily due to lower employee related expenses as a result of the sale of the Olefins Business and the electronic materials business as well as reductions in employee benefit costs and in the allowance for doubtful accounts. These reductions were offset in part by higher research and development expenses related to flame retardants and pharmaceuticals. As a percentage of net sales, selling, general and administrative expenses, including research and development expenses, increased to 18.3% in 1996 from 12.9% in the 1995 quarter. 13 OPERATING PROFIT Excluding the results of businesses sold in both periods operating profit was significantly lower for the third quarter 1996 than the corresponding period of 1995 due to lower shipments and higher costs in flame retardants and bromine fine chemicals and higher costs in pharmaceutical intermediates. INTEREST AND FINANCING EXPENSES AND OTHER INCOME Interest and financing expenses in the third quarter of 1996 decreased to $.3 million from $3.1 million in 1995 due primarily to lower average outstanding debt. Other income decreased $.8 million due primarily to the absence of interest income from the notes receivable from MEMC Pasadena, Inc. received in connection with the July 31, 1995 sale of the electronic materials business. GAIN ON SALE OF BUSINESS The Company's third quarter 1995 earnings included a gain of $4.9 million (approximately $3.1 million after income taxes) representing the partial recognition of a gain realized on the July 31, 1995 sale of the Company's electronic materials business. INCOME TAXES The effective income tax rate for the third quarter of 1996 was 28.4% versus a 37.6% rate for the corresponding period of 1995. Income taxes decreased $8.4 million in the 1996 quarter compared to the 1995 quarter, on a $19.7 million decrease in pretax income from operations, excluding the effect of the gain on the sale of the electronics materials business in 1995. The lower than normal effective income tax rate and related income tax expense for the third quarter of 1996 was due to an adjustment to reflect the effect of lower than expected pretax income from operations and the planned utilization of foreign tax credits in 1996. The rate in the corresponding period in 1995 was higher than normal primarily because the Company provided valuation allowances against net operating losses of its Belgian subsidiary. Results of Operations - --------------------- Nine Months 1996 Compared with Nine Months 1995 - ----------------------------------------------- NET SALES Net sales for the first nine months of 1996 amounted to $650.0 million, down from $948.2 million in 1995. Excluding the net sales in both periods of the Olefins Business sold March 1, 1996 and the electronic materials business sold July 31, 1995, Albemarle's net sales for the first nine months of 1996 would have increased three percent ($15.3 million) over the 1995 period. The sales increase in the remaining businesses was primarily due to higher shipments of organometallics, bromine and derivatives and bromine fine chemicals, partly offset by decreases in shipments of pharmaceutical intermediates, flame retardants and zeolites. 14 OPERATING COSTS AND EXPENSES Cost of goods sold decreased primarily due to decreases in shipments, mainly due to the impact of the effects of the businesses sold as well as higher foreign exchange gains offset in part by higher costs in pharmaceutical intermediates related to naproxen start-up as well as higher operating costs and lower operating rates in flame retardants and bromine fine chemicals in the 1996 period. Gross profit margins for nine months 1996 increased overall to 27.0% from 21.7% in the corresponding period in 1995. Selling, general and administrative expenses, combined with research and development expenses, decreased 8% ($9.0 million) in the first nine months of 1996 from the corresponding period in 1995, primarily due to lower employee related expenses as a result of the sale of the Olefins Business and the electronic materials business, as well as reductions in employee benefit costs and lower costs of outside services, offset in part by the expense associated with the exercise of certain stock appreciation rights and higher data processing expenses. As a percentage of net sales, selling, general and administrative expenses, including research and development expenses, increased to 17.0% in the first nine months of 1996 from 12.6% in 1995. OPERATING PROFIT Operating profit in the first nine months of 1996 decreased 24% ($20.9 million) from the corresponding period in 1995. Excluding the results of businesses sold in both periods, operating profit was significantly lower for the first nine months of 1996 than for the corresponding period of 1995 due to lower shipments and higher costs in pharmaceutical intermediates and flame retardants. INTEREST AND FINANCING EXPENSES AND OTHER INCOME Interest and financing expenses in the first nine months of 1996 decreased to $2.4 million from $10.2 million in the corresponding period of 1995 primarily due to lower average outstanding debt. Other income was up $1.9 million over the 1995 period primarily due to interest income from the temporary investment of a portion of the proceeds from the sale of the Olefins Business. GAIN ON SALE OF BUSINESSES The Company's earnings for the first nine months of 1996 included a gain resulting from the March 1, 1996 sale of the Olefins Business to Amoco for $487.3 million, including plant and equipment (primarily located in Pasadena, Texas, Deer Park, Texas and Feluy, Belgium), other assets, inventory and accounts receivable, net of expenses and trade accounts payable retained and paid by the Company and certain business-related liabilities transferred at the date of sale. The sale involved the transfer of approximately 550 people who supported these businesses. The gain on the sale was $158.2 million ($94.4 million after income taxes or $1.57 per share), net of costs incurred or accrued in connection with the sale. (See Note 2 of the Notes to the Consolidated Financial Statements on page 7.) The Company's third quarter 1995 earnings included a gain of $4.9 million (approximately $3.1 million after income taxes) representing the partial recognition of the gain realized on the sale of the electronic materials business. INCOME TAXES Income taxes in the first nine months of 1996 increased $53.2 million from the 1995 period on a $142.0 million increase in pretax income while the effective income tax rate was 38.5% in the 1996 period versus a 40.2% rate for the corresponding period in 1995. Excluding the effect of the gains on the sales of the businesses, income taxes in the first nine months of 1996 decreased $8.7 million compared to the 1995 period, reflecting an effective income tax rate of 34.0%, down from the 40.4% rate for the first nine months of 1995, on an $11.2 million decrease in pretax income from operations. The rate for the first nine months of 1996 was favorably impacted by improved operating results from the Company's former Belgium subsidiary, lower than expected pretax income from operations and the planned benefits in 1996 of foreign tax credits. The rate in 1995 was higher than normal primarily because the Company provided valuation allowances against net operating losses of its Belgian subsidiary. Financial Condition and Liquidity - --------------------------------- Cash and cash equivalents at September 30, 1996, were $39.3 million which represents an increase of $6.2 million from $33.1 million at year-end 1995. Approximately 18.8 million of cash was generated by operations in the first nine months of 1996, which included installment income tax payments of $59.3 million on the gain on the sale of the Olefins Business. Excluding the impact of the income tax payments, cash flows from operations would have been $78.1 million which together with $26.6 million of proceeds from borrowings were sufficient to cover operating activities, capital expenditures, payment of dividends, purchases of common stock and increase cash and cash equivalents. Proceeds from the sale of the Olefins Business of $487.3 million, net of expenses and trade payables retained and paid by the Company, were used to purchase 9,759,865 shares of common stock, repay long-term debt, and pay installments of income taxes related to the sale. On September 24, 1996, to replace its existing credit facility, the Company entered into a new five-year, $500 million unsecured Competitive Advance and Revolving Credit Facility Agreement with a consortium of banks at various interest rate options. No amounts were outstanding at September 30, 1996 under that agreement. The Credit Agreement contains certain covenants typical for a credit agreement of its size and nature, including financial covenants requiring the Company to maintain consolidated indebtedness (as defined) of not more than 60% of the sum of consolidated shareholders' equity and consolidated indebtedness. The Company anticipates that cash provided from operations in the future will be sufficient to pay its operating expenses, satisfy debt-service obligations and make dividend payments to common shareholders at current rates. 16 The Company's foreign currency translation adjustments, net of related deferred taxes, at September 30, 1996, decreased 30% from December 31, 1995, primarily due to the strengthening of the U.S. dollar. The non-current portion of the Company's long-term debt amounted to $29.6 million at September 30, 1996, compared to $200.1 million at the end of 1995. The reduction in long-term debt reflects payments resulting from the use of proceeds received from the sale of the Olefins Business. The Company's long-term debt, including the current portion, as a percentage of total capitalization at September 30, 1996, amounted to approximately 7.0% compared to 25.9% at December 31, 1995. The Company's capital expenditures in the third quarter of 1996 were lower than in the third quarter of 1995. For the year, capital expenditures should be significantly below the 1995 level. Capital spending will be financed primarily with cash flow from operations with any needed additional cash to be provided from debt. The amount and timing of any borrowing will depend on the Company's specific cash requirements. The Company is subject to federal, state, local and foreign requirements regulating the handling, manufacture and use of materials (some of which may be classified as hazardous or toxic by one or more regulatory agencies), the discharge of materials into the environment and the protection of the environment. To the best of the Company's knowledge, it currently is complying with and expects to continue to comply in all material respects with existing environmental laws, regulations, statutes and ordinances. Such compliance with federal, state, local and foreign environmental protection laws has not in the past had, and is not expected to have in the future, a material effect on earnings or the competitive position of Albemarle. Among other environmental requirements, the Company is subject to the federal Superfund law, and similar state laws, under which the Company may be designated as a potentially responsible party and may be liable for a share of the costs associated with cleaning up various hazardous waste sites. 17 Part II - OTHER INFORMATION - --------------------------- ITEM 1. Legal Proceedings ----------------- An administrative proceeding, involving a potential penalty in excess of $100,000, was previously reported in the Company's 1996 first quarter report on Form 10-Q. The Company completed a settlement on August 30, 1996 for a cash penalty of less than $100,000, plus a supplemental environmental project to be agreed upon, expected to cost approximately $150,000. An administrative proceeding with the federal Occupational Safety and Health Administration, involving a proposed penalty of $119,000, was previously reported in the Company's 1996 second quarter report on Form 10-Q. The Company has filed a notice of contest and is contesting vigorously. ITEM 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits - The following document is filed as an exhibit to this Form 10-Q pursuant to Item 601 of Regulation S-K: 10.1 Credit Agreement, dated as of September 24, 1996, between the Company, NationsBank, N.A. as administrative agent and Bank of America Illinois, The Bank of New York and The Chase Manhattan Bank, as co-agents and certain commercial banks, which supersedes the Credit Agreement of February 16, 1994, previously filed with the Securities and Exchange Commission in its entirety. 27 Financial Data Schedule (b) No reports on Form 8-K have been filed during the quarter for which this report is filed. 18 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALBEMARLE CORPORATION ---------------------- (Registrant) Date: November 5, 1996 By: s/Thomas G. Avant ------------------------------ Senior Vice President (Principal Accounting Officer) Date: November 5, 1996 By: s/Robert G. Kirchhoefer ---------------------------- Treasurer 19 EXHIBIT INDEX ------------- EXHIBIT 10.1 - ------------ Credit Agreement, dated as of September 24, 1996, between the Company, NationsBank, N.A. as administrative agent and Bank of America Illinois, The Bank of New York and The Chase Manhattan Bank, as co-agents and certain commercial banks, which supersedes the Credit Agreement of February 16, 1994, previously filed with the Securities and Exchange Commission in its entirety. EXHIBIT 27 - ----------- Financial Data Schedule
 

5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS PART OF THE ANNUAL REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ANNUAL REPORT ON FORM 10-Q 1,000 9-MOS DEC-31-1996 SEP-30-1996 $39,326 $0 $138,931 $1,191 $73,766 $269,696 $1,126,647 $638,680 $846,252 $157,260 $0 $0 $0 $550 $493,151 $846,252 $649,986 $649,986 $474,342 $585,095 $0 $0 $2,367 $224,504 $86,358 $138,146 $0 $0 $0 $138,146 $2.30 $2.30




1
                                                EXHIBIT 10.1

                          $500,000,000



            COMPETITIVE ADVANCE AND REVOLVING CREDIT
                       FACILITY AGREEMENT


                 Dated as of September 24, 1996


                              among


                     ALBEMARLE CORPORATION,

                     THE BANKS NAMED HEREIN,

                       NATIONSBANK, N.A.,
                     AS ADMINISTRATIVE AGENT


                               AND

                    BANK OF AMERICA ILLINOIS,
                      THE BANK OF NEW YORK
                               and
                    THE CHASE MANHATTAN BANK,
                          AS CO-AGENTS



 2
                         TABLE OF CONTENTS


                                                             Page
ARTICLE I
Definitions                                                    1 
     SECTION 1.1.   Defined Terms                              1 
     SECTION 1.2.   Terms Generally                           15 

ARTICLE II
The Credits                                                   15 
     SECTION 2.1.   Commitments                               15 
     SECTION 2.2.   Loans                                     16 
     SECTION 2.3.   Competitive Bid Procedure                 18 
     SECTION 2.4.   Committed Borrowing Procedure             20 
     SECTION 2.5.   Refinancings                              21 
     SECTION 2.6.   Fees                                      22 
     SECTION 2.7.   Notes; Repayment of Loans                 22 
     SECTION 2.8.   Interest on Loans                         23 
     SECTION 2.9.   Additional Interest; Alternate Rate of
                     Interest                                 24 
     SECTION 2.10.  Termination, Reduction and Extension of
                    Commitments                               24 
     SECTION 2.11.  Prepayment of Loans.                      26 
     SECTION 2.12.  Reserve Requirements; Change in
                     Circumstances                            26 
     SECTION 2.13.  Change in Legality                        29 
     SECTION 2.14.  Indemnity                                 29 
     SECTION 2.15.  Pro Rata Treatment, etc.                  30 
     SECTION 2.16.  Payments.                                 30 
     SECTION 2.17.  Taxes                                     31 
     SECTION 2.18.  Certain Bank Obligations                  35 

ARTICLE III
Representations and Warranties                                35 
     SECTION 3.1.   Organization, Corporate Powers            36 
     SECTION 3.2.   Authorization                             36 
     SECTION 3.3.   Governmental Approval                     36 
     SECTION 3.4.   Financial Condition                       36 
     SECTION 3.5.   No Material Adverse Change                37 
     SECTION 3.6.   Subsidiaries                              37 
     SECTION 3.7.   Litigation                                37 
     SECTION 3.8.   Tax Returns                               38 
     SECTION 3.9.   Properties                                38 


3     
     SECTION 3.10.  Employee Benefit Plans                    38 
     SECTION 3.11.  Investment Company Act; Public Utility
                     Holding Company Act                      39 
     SECTION 3.12.  Federal Reserve Regulations               39 
     SECTION 3.13.  No Material Misstatements                 39 
     SECTION 3.14.  Compliance with Laws                      39 
     SECTION 3.15.  Environmental and Safety Matters          39 




ARTICLE IV
Conditions of Lending                                         40 
     SECTION 4.1.   Closing Conditions                        40 
     SECTION 4.2.   Conditions to be Satisfied on Date of Each
                    Borrowing                                 41 

ARTICLE V
Affirmative Covenants                                         42 
     SECTION 5.1.   Corporate Existence; Businesses and
                     Properties                               42 
     SECTION 5.2.   Insurance                                 43 
     SECTION 5.3.   Obligations and Taxes                     43 
     SECTION 5.4.   Financial Statements, Reports, etc        43 
     SECTION 5.5.   Litigation and Other Notices              45 
     SECTION 5.6.   ERISA                                     45 
     SECTION 5.7.   Access to Premises and Records            46 
     SECTION 5.8.   Issuance of Notes                         46 

ARTICLE VI
Negative Covenants                                            46 
     SECTION 6.1.   Liens, etc.                               47 
     SECTION 6.2.   Intentionally Omitted                     48 
     SECTION 6.3.   Compliance with Regulations G, U and X    48 
     SECTION 6.4.   Mergers, Consolidations and Sales
                     of Assets                                48 
     SECTION 6.5.   Leverage Ratio.                           49 

ARTICLE VII
     Events of Default                                        49 


3
ARTICLE VIII
     The Administrative Agent                                 52 

ARTICLE IX
     Miscellaneous                                            55 
     SECTION 9.1.   Notices.                                  55 
     SECTION 9.2.   No Waivers; Amendments.                   55 
     SECTION 9.3.   Right of Setoff.                          56 
     SECTION 9.4.   Successors and Assigns.                   57 
     SECTION 9.5.   Expenses; Indemnity                       60 
     SECTION 9.6.   Survival of Agreements, Representations
                     and Warranties, etc.                     61 
     SECTION 9.7.   Governing Law                             61 
     SECTION 9.8.   Sharing of Setoffs                        61 
     SECTION 9.9.   Interest Rate Limitation                  62 
     SECTION 9.10.  Entire Agreement                          62 
     SECTION 9.11.  Waiver of Jury Trial                      63 
     SECTION 9.12.  Severability                              63 
     SECTION 9.13.  Counterparts                              63 
     SECTION 9.14.  Headings                                  63 
     SECTION 9.15.  Jurisdiction; Consent to Service
                     of Process                               63 
     SECTION 9.16.  Binding Effect                            64 


4
Exhibits

Exhibit A-1    Form of Competitive Bid Request
Exhibit A-2    Form of Competitive Bid Invitation
Exhibit A-3    Form of Competitive Bid
Exhibit A-4    Form of Competitive Bid Accept/Reject Letter
Exhibit A-5    Form of Committed Borrowing Request
Exhibit B-1    Form of Competitive Note
Exhibit B-2    Form of Committed Note
Exhibit C      Form of Assignment and Acceptance
Exhibit D      Form of Administrative Questionnaire


Schedules

Schedule 2.1        Banks and Commitments
Schedule 3.6        Subsidiaries
Schedule 3.7        Litigation
Schedule 3.15       Environmental and Safety Matters
Schedule 4.1(f)     Form of Legal Opinion
Schedule 6.1        Liens


5
               COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY
     AGREEMENT dated as of September 24, 1996, among ALBEMARLE
     CORPORATION, a Virginia corporation (hereinafter called the
     "COMPANY"), the banks listed in Schedule 2.1 (the "Banks"),
     NATIONSBANK, N.A., a national banking association, as
     administrative agent for the Banks under this Agreement (in
     such capacity, the "ADMINISTRATIVE AGENT") and BANK OF
     AMERICA ILLINOIS, THE BANK OF NEW YORK and THE CHASE
     MANHATTAN BANK, as co-agents (in such capacity, the "Co-
     Agents").

     The Company has requested the Banks to extend credit to the
Company in order to enable it to borrow on a committed revolving
credit basis on and after the Effective Date and at any time and
from time to time prior to the Maturity Date (such terms and each
other capitalized term used but not defined in this introductory
statement having the meanings given to such terms in Section
1.1), a principal amount not in excess of $500,000,000 at any
time outstanding.  The Company has also requested the Banks to
provide a procedure pursuant to which the Company may invite the
Banks to bid on an uncommitted basis on short-term borrowings by
the Company.  The proceeds of borrowings hereunder are to be used
for general corporate purposes, including to refinance existing
debt and to finance acquisitions, common stock repurchases,
working capital and capital expenditures.  The Banks are
severally, and not jointly, willing to extend such credit to the
Company on the terms and conditions hereinafter set forth. 
Accordingly, the Company, the Administrative Agent, the Co-Agents
and the Banks agree as follows (it being understood that this
Agreement and the obligations of the parties hereto will become
effective only as provided in Section 9.16):


                            ARTICLE I

                           Definitions

     SECTION 1.1.  DEFINED TERMS.  As used in this Agreement, the
following words and terms shall have the meanings specified
below:

               "ABR BORROWING" shall mean a Borrowing comprised of ABR
     Loans.

               "ABR LOAN" shall mean any Committed Loan bearing
     interest at a rate determined by reference to the Alternate
     Base Rate in accordance with the provisions of Article II.


6
               "ADMINISTRATIVE FEES" shall have the meaning assigned
     to such term in Section 2.6(b).

               "ADMINISTRATIVE QUESTIONNAIRE" shall mean an
     Administrative Questionnaire in the form of Exhibit D.

               "AFFILIATE" shall mean, when used with respect to a
     specified person, another person that directly, or
     indirectly through one or more intermediaries, Controls or
     is Controlled by or is under common Control with the person
     specified.

               "ALTERNATE BASE RATE" shall mean, for any day, a rate
     per annum (rounded upwards, if necessary, to the next 1/16
     of 1%) equal to the greater of (a) the Prime Rate in effect
     on such day and (b) the Federal Funds Effective Rate in
     effect on such day plus 1/2 of 1%.  For purposes hereof,
     "Prime Rate" shall mean the rate of interest per annum
     publicly announced from time to time by the Administrative
     Agent as its prime rate in effect at its principal office in
     Charlotte, North Carolina; each change in the Prime Rate
     shall be effective on the date such change is publicly
     announced as effective.  "Federal Funds Effective Rate"
     shall mean, for any day, 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 on the next succeeding 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 the day of such transactions received
     by the Administrative Agent from three Federal funds brokers
     of recognized standing selected by it.  If for any reason
     the Administrative Agent shall have determined (which
     determination shall be conclusive absent manifest error)
     that it is unable to ascertain the Federal Funds Effective
     Rate for any reason, including the inability or failure of
     the Administrative Agent to obtain sufficient quotations in
     accordance with the terms thereof, the Alternate Base Rate
     shall be determined without regard to clause (b) of the
     first sentence of this definition until the circumstances
     giving rise to such inability no longer exist.  Any change
     in the Alternate Base Rate due to a change in the Prime Rate
     or the Federal Funds Effective Rate shall be effective on
     the effective date of such change in the Prime Rate or the
     Federal Funds Effective Rate, respectively.

               "APPLICABLE FACILITY FEE PERCENTAGE" shall mean on any
     date the applicable percentage set forth below opposite the
     applicable 
     
     
     
     7
     Ratings or, under the circumstances specified
     below, opposite the Leverage Ratio:

     S&P/Moody's/Duff & Phelps
     Rating; Leverage Ratio                                 Facility Fee
     ----------------------------                       -------------------

     Category 1
     ------------
     AA/Aa2/AA or higher; N/A                                  .0625%

     Category 2
     ------------
     A-/A3/A-; less than 30%                                    .080%

     Category 3
     -----------
     BBB+/Baa1/BBB+; greater
     than or equal to 30% but
     less than 45%                                              .100%

     Category 4
     -----------
     BBB/Baa2/BBB; greater
     than or equal to 45% but
     less than 50%                                              .120%

     Category 5
     -----------
     BBB-/Baa3/BBB-; greater
     than or equal to 50% but
     less than 55%                                              .175%

     Category 6
     -----------
     BB+/Ba1/BB+ or lower; greater
     than or equal to 55%                                       .250%

     For purposes of the foregoing, (i) if at least two Ratings
     shall be available and the Ratings shall fall within
     different Categories specified above, (A) if three Ratings
     shall be available, the Applicable Facility Fee Percentage
     shall be determined by reference to the lower of the two
     highest Ratings (it being understood that if the two highest
     Ratings shall be in the same Category, the Applicable
     Facility Fee Percentage shall be determined by reference to
     such Category) and (B) if two Ratings shall be available,
     the Applicable Facility Fee Percentage shall be determined
     by reference to the Category in which the lower of the two
     Ratings falls; (ii) if only one Rating shall be available,
     then the Applicable Facility Fee Percentage shall be
     determined by reference to the lower (i.e., the numerically
     higher) of (A) the Category in which that Rating falls or
     (B) the Category 
     
     8
     corresponding to the Leverage Ratio; and
     (iii) if no Ratings shall be available, then the Applicable
     Facility Fee Percentage shall be determined by reference to
     the Leverage Ratio.  If any Rating shall be changed (other
     than as a result of a change in such rating agency's rating
     system) such change shall be effective as of the date on
     which it is first announced by the applicable rating agency. 
     For purposes of the foregoing, (i) the Leverage Ratio shall
     be determined as of the end of each fiscal quarter of the
     Company based on the financial statements of the Company
     delivered for such fiscal quarter pursuant to Section 5.4
     and the ratio so determined shall be effective from and
     including the Determination Date immediately following such
     fiscal quarter end to but excluding the next following
     Determination Date and (ii) prior to the first Determination
     Date, the Leverage Ratio shall be deemed to correspond to
     Category 2; PROVIDED, HOWEVER, that the Leverage Ratio for
     any period during which the Company shall have failed to
     deliver the financial statements required by Section 5.4
     after having received from the Administrative Agent notice
     of such non-delivery shall be deemed for the purposes of
     this definition to correspond to Category 6 until such time
     as the Administrative Agent receives such financial
     statements.  Each change in the Applicable Facility Fee
     Percentage shall apply during the period commencing on the
     effective date of such change in the Ratings or the Leverage
     Ratio, as applicable, and ending on the date immediately
     preceding the effective date of the next such change.  If
     the rating system of Moody's, S&P or Duff & Phelps shall
     change, the Company and the Banks shall negotiate in good
     faith to amend the references to specific ratings in this
     definition to reflect such changed rating system (and
     pending or in the absence of any agreement the Applicable
     Facility Fee Percentage will be determined by reference to
     the other Rating or Ratings, if any).

               "APPLICABLE MARGIN" shall mean on any date, with
     respect to the Loans comprising any Eurodollar Loan or ABR
     Loan, as the case may be, the applicable spread set forth
     below opposite the applicable Ratings or, under the
     circumstances specified below, opposite the Leverage Ratio:

     S&P/Moody's/Duff & Phelps     Eurodollar Loan     ABR Loan
     Rating; Leverage Ratio            Spread           Spread
     --------------------------   ------------------  ----------

     Category 1
     ------------
     AA/Aa2/AA or higher; N/A                  .125%    .000%

     Category 2
     ------------
     A-/A3/A- or higher;
     less than 30%                             .170%    .000%


     9
     Category 3
     ------------
     BBB+/Baa1/BBB+; greater
     than or equal to 30% but
     less than 45%                             .200%    .000%

     Category 4
     ------------
     BBB/Baa2/BBB; greater
     than or equal to 45% but
     less than 50%                             .230%    .000%

     Category 5
     ------------
     BBB-/Baa3/BBB-; greater
     than or equal to 50% but
     less than 55%                             .275%    .000%

     Category 6
     ------------
     BB+/Ba1/BB+ or lower;
     greater than or equal to 55%              .500%    .000%

     For purposes of the foregoing, (i) if at least two Ratings
     shall be available and the Ratings shall fall within
     different Categories specified above, (A) if three Ratings
     shall be available, the Applicable Margin shall be
     determined by reference to the lower of the two highest
     Ratings (it being understood that if the two highest Ratings
     shall be in the same Category, the Applicable Margin shall
     be determined by reference to such Category) and (B) if two
     Ratings shall be available, the Applicable Margin shall be
     determined by reference to the Category in which the lower
     of the two Ratings falls; (ii) if only one Rating shall be
     available, then the Applicable Margin shall be determined by
     reference to the lower (i.e., the numerically higher) of (A)
     the Category in which that Rating falls or (B) the Category
     corresponding to the Leverage Ratio; and (iii) if no Ratings
     shall be available, then the Applicable Margin shall be
     determined by reference to the Leverage Ratio.  If any
     Rating shall be changed (other than as a result of a change
     in such rating agency's rating system) such change shall be
     effective as of the date on which it is first announced by
     the applicable rating agency.  For purposes of the
     foregoing, (i) the Leverage Ratio shall be determined as of
     the end of each fiscal quarter of the Company based on the
     financial statements of the Company delivered for such
     fiscal quarter pursuant to Section 5.4 and the 
     
     10
     ratio so determined shall be effective from and including the
     Determination Date immediately following such fiscal quarter
     end to but excluding the next following Determination Date
     and (ii) prior to the first Determination Date, the Leverage
     Ratio shall be deemed to correspond to Category 2; PROVIDED,
     HOWEVER, that the Leverage Ratio for any period during which
     the Company shall have failed to deliver the financial
     statements required by Section 5.4 after having received
     from the Administrative Agent notice of such non-delivery
     shall be deemed for the purposes of this definition to
     correspond to Category 6 until such time as the
     Administrative Agent receives such financial statements. 
     Each change in the Applicable Margin shall apply during the
     period commencing on the effective date of such change in
     the Ratings or the Leverage Ratio, as applicable, and ending
     on the date immediately preceding the effective date of the
     next such change.  If the rating system of Moody's, S&P or
     Duff & Phelps shall change, the Company and the Banks shall
     negotiate in good faith to amend the references to specific
     ratings in this definition to reflect such changed rating
     system (and pending or in the absence of any agreement the
     Applicable Margin will be determined by reference to the
     other Rating or Ratings, if any).

               "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment
     and acceptance entered into by a Bank and an assignee, and
     accepted by the Administrative Agent, in the form of EXHIBIT
     C or such other form as shall be approved by the
     Administrative Agent.

               "ATTRIBUTABLE DEBT" shall mean, in connection with a
     Sale and Lease-Back Transaction, the present value
     (discounted in accordance with GAAP at the debt rate implied
     in the lease) of the obligations of the lessee for rental
     payments during the term of the applicable lease.

               "BOARD" shall mean the Board of Governors of the
     Federal Reserve System of the United States, or any
     successor thereto.

               "BORROWING" shall mean a group of Loans of a single
     Type made by the Banks (or, in the case of a Competitive
     Borrowing, by the Bank or Banks whose Competitive Bids have
     been accepted pursuant to Section 2.3) on a single date and
     as to which a single Interest Period is in effect.

               "BUSINESS DAY" shall mean any day not a Saturday,
     Sunday or legal holiday in the State of North Carolina on
     which banks are open for business in Charlotte, North
     Carolina and New York, New 
     
     11
     York; provided, however, that, when used in connection with a 
     Eurodollar Loan, the term "Business Day" shall also exclude any 
     day on which banks are not open for dealings in dollar deposits 
     in the London Interbank Market.

               "CAPITALIZED LEASE OBLIGATIONS" shall mean the
     obligations to pay rent or other amounts under any lease of
     (or other arrangement conveying the right to use) real
     and/or personal property which obligations are required to
     be classified and accounted for as a capital lease on a
     balance sheet under GAAP, and, for the purposes hereof, the
     amount of such obligations shall be the capitalized amount
     thereof determined in accordance with GAAP.

               A "CHANGE IN CONTROL" shall be deemed to have occurred
     if (a) any person or group (within the meaning of Rule 13d-5
     of the Securities and Exchange Commission as in effect on
     the date hereof) other than Bruce C. Gottwald, Floyd D.
     Gottwald, Jr. or members of their respective families
     (together, the "Gottwalds"), or investment entities owned by
     any of them, shall own directly or indirectly, beneficially
     or of record, shares representing more than the greater of
     (i) 20% and (ii) the percentage owned by the Gottwalds of
     the aggregate ordinary voting power represented by the
     issued and outstanding capital stock of the Company or any
     corporation directly or indirectly Controlling the Company;
     or (b) a majority of the seats (other than vacant seats) on
     the board of directors of the Company or any corporation
     directly or indirectly Controlling the Company shall at any
     time be occupied by persons who were neither (i) nominated
     by the management of the Company or by persons who were
     members of the board of directors as of the Effective Date
     or members elected by two thirds of such members, nor (ii)
     appointed by directors so nominated; PROVIDED, HOWEVER, that
     an event described in clause (a) above shall not constitute
     a "Change in Control" if the acquisition of shares resulting
     in ownership of in excess of the 20% threshold referred to
     in such clause (a) shall have been approved, prior to the
     acquisition of such shares or the commencement by the person
     or group referred to in such clause (a) of a tender offer
     for shares of the Company that would result, if successful,
     in such person or group owning in excess of such 20%
     threshold, by a majority of the members of the board of
     directors of the Company who were either members of the
     board of directors as of the date of this Agreement or
     nominated or appointed as provided in clauses (b)(i) or (ii)
     above.

     12
               "CODE" shall mean the Internal Revenue Code of 1986, as
     the same may be amended from time to time.

               "COMMITTMENT" shall mean, with respect to each Bank, the
     Commitment of such Bank hereunder as set forth in Schedule
     2.1 hereto, as the same may be permanently terminated,
     reduced or extended from time to time pursuant to the
     provisions of Section 2.10.  The Commitments shall be deemed
     permanently terminated on the Maturity Date.

               "COMMITTED BORROWING" shall mean a borrowing consisting
     of simultaneous Committed Loans from each of the Banks.

               "COMMITTED BORROWING REQUEST" shall mean a request made
     pursuant to Section 2.4 in the form of Exhibit A-5.

               "COMMITTED LOANS" shall mean the revolving loans made
     by the Banks to the Company pursuant to Section 2.4.  Each
     Committed Loan shall be a Eurodollar Committed Loan or an
     ABR Loan.

               "COMMITTED NOTE" shall mean a promissory note of the
     Company in the form of Exhibit B-2 executed and delivered as
     provided in Section 2.7.

               "COMPETITIVE BID" shall mean an offer by a Bank to make
     a Competitive Loan pursuant to Section 2.3.

               "COMPETITIVE BID ACCEPT/REJECT LETTER" shall mean a
     notification made by the Company pursuant to Section 2.3(d)
     in the form of Exhibit A-4.

               "COMPETITIVE BID RATE" shall mean, as to any
     Competitive Bid made by a Bank pursuant to Section 2.3(b),
     (i) in the case of a Eurodollar Competitive Loan, the
     Margin, and (ii) in the case of a Fixed Rate Loan, the fixed
     rate of interest offered by the Bank making such Competitive
     Bid.
               "COMPETITIVE BID REQUEST" shall mean a request made
     pursuant to Section 2.3 in the form of EXHIBIT A-1.

               "COMPETITIVE BORROWING" shall mean a borrowing
     consisting of a Competitive Loan or concurrent Competitive
     Loans from the Bank or Banks whose Competitive Bids for such
     Borrowing have been accepted by the Company under the
     bidding procedure described in Section 2.3.


      13
               "COMPETITIVE LOAN" shall mean a Loan from a Bank to the
     Company pursuant to the bidding procedure described in
     Section 2.3.  Each Competitive Loan shall be a Eurodollar
     Competitive Loan or a Fixed Rate Loan.

               "COMPETITIVE NOTE" shall mean a promissory note of the
     Company in the form of EXHIBIT B-1 executed and delivered as
     provided in Section 2.7.

               "CONSOLIDATED" shall mean, as applied to any financial
     or accounting term, such term determined on a consolidated
     basis for the Company and the Subsidiaries in accordance
     with generally accepted accounting principles, including
     principles of consolidation, consistent with those applied
     in the preparation of the Consolidated financial statements
     referred to in Section 3.4.

               "CONSOLIDATED CAPITALIZATION" shall mean, as of any
     date, the sum of (a) Consolidated Shareholders' Equity and
     (b) Consolidated Indebtedness, in each case at such date.

               "CONSOLIDATED INDEBTEDNESS" shall mean, as of any date,
     all Indebtedness of the Company and the Subsidiaries at such
     date, computed and consolidated in accordance with GAAP.

               "CONSOLIDATED SHAREHOLDERS' EQUITY" shall mean, as of
     any date, the Shareholders' Equity of the Company and the
     Subsidiaries at such date, computed and consolidated in
     accordance with GAAP.

               "CONTROL" shall mean the possession, directly or
     indirectly, of the power to direct or cause the direction of
     the management or policies of a person, whether through the
     ownership of voting securities, by contract or otherwise,
     and "Controlling" and "Controlled" shall have meanings
     correlative thereto.

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

               "DESIGNATED SUBSIDIARY" shall mean any Subsidiary that
     (a) has assets with a total market value not in excess of
     $10,000 and (b) has not conducted any business or other
     operations during the prior 12-month period.

                "DETERMINATION DATE" shall mean the 60th day following
     the end of each of the first three fiscal quarters in each
     fiscal year 
     
     
     14
     of the Company and the 120th day following the
     end of each fiscal year of the Company.

               "DOLLARS", "dollars" or "$" shall mean dollars of
     lawful money of the United States of America.

               "DUFF & PHELPS" shall mean Duff & Phelps Credit Rating
     Co.

               "EFFECTIVE DATE" shall mean the date hereof.

               "ERISA" shall mean the Employee Retirement Income
     Security Act of 1974, as the same may be amended from time
     to time.

               "ERISA AFFILIATE" shall mean any trade or business
     (whether or not incorporated) that, together with the
     Company, is treated as a single employer under Section 414
     of the Code.

               "EURODOLLAR BORROWING" shall mean a Borrowing comprised
     of Eurodollar Loans.

               "EURODOLLAR COMMITTED LOAN" shall mean any Committed
     Loan bearing interest at a rate determined by reference to
     the LIBO Rate in accordance with the provisions of Article
     II.

               "EURODOLLAR COMPETITIVE LOAN" shall mean any
     Competitive Loan bearing interest at a rate determined by
     reference to the LIBO Rate in accordance with the provisions
     of Article II.

               "EURODOLLAR LOAN" shall mean any Eurodollar Competitive
     Loan or Eurodollar Committed Loan.

               "EVENT OF DEFAULT" shall have the meaning given to such
     term in Article VII.

               "EXECUTIVE OFFICER" shall mean an executive officer as
     defined in Rule 13b-7 of the rules and regulations adopted
     by the Securities and Exchange Commission under the
     Securities Exchange Act of 1934, as amended.

               "EXISTING CREDIT AGREEMENT" means that certain credit
     agreement dated as of February 16, 1994 by and among the
     Company, the Banks party thereto and NationsBank of North
     Carolina, N.A., as Administrative Agent.


     15
               "FACILITY FEE" shall have the meaning assigned to such
     term in Section 2.6(a) hereof.

               "FEES" shall mean the Facility Fees and the
     Administrative Fees.

               "FINANCIAL OFFICER" shall mean the Chief Financial
     Officer, the Vice Chairman of the Board, the Treasurer or
     the Senior Vice President of Finance of the Company.

               "FIXED RATE BORROWING" shall mean a Borrowing comprised
     of Fixed Rate Loans.

               "FIXED RATE LOAN" shall mean any Competitive Loan
     bearing interest at a fixed percentage rate per annum
     (expressed in the form of a decimal to no more than four
     decimal places) specified by the Bank making such Loan in
     its Competitive Bid.

               "FOREIGN SUBSIDIARY" shall mean any Subsidiary
     organized under the laws of any country or any political
     subdivision of any country, except for Subsidiaries
     organized under the laws of the United States of America or
     Canada or any political subdivision of the United States of
     America or Canada.

               "GAAP" shall mean generally accepted accounting
     principles, applied on a consistent basis.

               "GOVERNMENTAL AUTHORITY" shall mean any Federal, state,
     local, or foreign court or governmental agency, authority,
     instrumentality or regulatory body.

               "GUARANTEE" of or by any person shall mean any
     obligation, contingent or otherwise, of such person
     guaranteeing or having the economic effect of guaranteeing
     any Indebtedness of any other person (the "primary obligor")
     in any manner, whether directly or indirectly, and including
     any obligation of such person, direct or indirect, (a) to
     purchase or pay (or advance or supply funds for the purchase
     or payment of) such Indebtedness or to purchase (or to
     advance or supply funds for the purchase of) any security
     for the payment of such Indebtedness, (b) to purchase
     property, securities or services for the purpose of assuring
     the owner of such Indebtedness of the payment of such
     Indebtedness or (c) to maintain working capital, equity
     capital or other financial statement condition or liquidity
     of the primary obligor so as to enable the primary obligor
     to pay such Indebtedness; PROVIDED, 
     
     16
     HOWEVER, that the term Guarantee shall not include endorsements 
     for collection or deposit, in either case in the ordinary course 
     of business.

               "INDEBTEDNESS" with respect to any person shall mean at
     any time, without duplication, (i) all obligations of such
     person for borrowed money, (ii) all obligations of such
     person evidenced by bonds, debentures, notes or other
     similar instruments, (iii) all obligations of such person
     upon which interest charges are customarily paid, (iv) all
     obligations of such person under conditional sale or other
     title retention agreements relating to property purchased by
     such person, (v) all obligations of such person issued or
     assumed as the deferred purchase price of property or
     services (other than accounts payable to suppliers incurred
     in the ordinary course of business and not overdue), (vi)
     all obligations of others secured by any Lien on property
     owned or acquired by such person, whether or not the
     obligations secured thereby have been assumed, (vii) all
     Capitalized Lease Obligations of such person and (viii) all
     Guarantees of such person.

               "INTEREST PAYMENT DATE" shall mean (i) as to any
     Eurodollar Loan for which the Interest Period is 1, 2 or 3
     months, the last day of the Interest Period, (ii) as to any
     Eurodollar Loan for which the Interest Period is 6 months,
     the last day of the Interest Period and the date that would
     be the last day of an Interest Period commencing on the same
     date but having a duration of 3 months, (iii) as to any ABR
     Loan, the last day of March, June, September and December in
     each year, or if such day is not a Business Day, the next
     succeeding Business Day and (iv) as to any Fixed Rate Loan,
     the last day of the Interest Period applicable thereto.

               "INTEREST PERIOD" shall mean: (a) as to any Eurodollar
     Borrowing, the period commencing on the date of such
     Borrowing and ending on the numerically corresponding day
     (or if there is no corresponding day, the last day) in the
     calendar month that is 1, 2, 3 or 6 months thereafter, as
     the Company may elect, and thereafter, each period
     commencing on the last day of the next preceding Interest
     Period for such Eurodollar Borrowing and ending on the
     numerically corresponding day (or if there is no
     corresponding day, the last day) in the calendar month that
     is 1, 2, 3 or 6 months thereafter, as the Company may elect,
     (b) as to any ABR Borrowing, the period commencing on the
     date of such Borrowing and ending on the Maturity Date or
     the date of prepayment of such Borrowing and (c) as to any
     Fixed Rate 
     
     17
     Borrowing, the period commencing on the date of
     such Borrowing and ending on the date specified in the
     Competitive Bids in which the offer to make the Fixed Rate
     Loans comprising such Borrowing were extended, which shall
     not be earlier than 7 days after the date of such Borrowing
     or later than 360 days after the date of such Borrowing;
     PROVIDED, HOWEVER, that if any Interest Period would end on
     a day which shall not be a Business Day, such Interest
     Period shall be extended to the next succeeding Business Day
     unless, with respect to Eurodollar Loans only, such next
     succeeding Business Day would fall in the next calendar
     month, in which case such Interest Period shall end on the
     next preceding Business Day.  Interest shall accrue from and
     including the first day of an Interest Period to but
     excluding the last day of such Interest Period.

               "LEVERAGE RATIO" shall mean, as of any date, the ratio
     of (a) Consolidated Indebtedness on such date to (b)
     Consolidated Capitalization on such date.

               "LIBO RATE" shall mean, with respect to any Eurodollar
     Borrowing for any Interest Period, an interest rate per
     annum (rounded upwards, if necessary, to the next 1/16 of
     1%) equal to the rate at which dollar deposits approximately
     equal in principal amount to (i) in the case of a Committed
     Borrowing the Administrative Agent's portion of such
     Eurodollar Borrowing and (ii) in the case of a Competitive
     Borrowing, a principal amount that would have been the
     Administrative Agent's portion of such Competitive Borrowing
     had such Competitive Borrowing been a Committed Borrowing,
     and for the maturity equal to the applicable Interest Period
     are offered by major banks to the principal London office of
     the Administrative Agent in immediately available funds in
     the London Interbank Market for Eurodollars at approximately
     11:00 a.m., London time, two Business Days prior to the
     commencement of such Interest Period.

               "LIEN" shall mean any mortgage, pledge, security
     interest, encumbrance, lien or charge of any kind whatsoever
     (including any conditional sale or other title retention
     agreement, any lease in the nature thereof, and the filing
     of or agreement to give any financing statement under the
     Uniform Commercial Code of any jurisdiction).

               "LOAN" shall mean a Competitive Loan or a Committed
     Loan, whether made as a Eurodollar Loan, an ABR Loan or a
     Fixed Rate Loan, as permitted hereby.


    18
               "MARGIN" shall mean, as to any Eurodollar Competitive
     Loan, the margin (expressed as a percentage rate per annum
     in the form of a decimal to no more than four decimal
     places) to be added to or subtracted from the LIBO Rate in
     order to determine the interest rate applicable to such
     Loan, as specified in the Competitive Bid relating to such
     Loan.

               "MARGIN STOCK" shall mean "margin stock" as defined in
     Regulation U of the Board.

               "MATERIAL ADVERSE EFFECT" shall mean a materially
     adverse effect on the business, assets, condition (financial
     or otherwise) or results of operations of the Company and
     the Subsidiaries taken as a whole.

               "MATURITY DATE" shall mean September 24, 2001 or any
     anniversary of such date to which the Maturity Date shall
     have been extended pursuant to Section 2.10(d).

               "MOODY'S" shall mean Moody's Investors Service, Inc.

               "MULTIEMPLOYER PLAN" shall mean a multiemployer plan as
     defined in Section 4001(a)(3) of ERISA to which the Company
     or any ERISA Affiliate (other than one considered an ERISA
     Affiliate only pursuant to subsection (m) or (o) of Section
     414 of the Code) is making or accruing an obligation to make
     contributions, or has within any of the preceding five plan
     years made or accrued an obligation to make contributions.

               "NATIONSBANK" shall mean NationsBank, N.A.

               "NOTE" or "NOTES" shall mean a Competitive Note or a
     Committed Note of the Company executed and delivered under
     this Agreement.

               "OLEFINS TRANSACTION" shall mean the sale by the
     Company on March 1, 1996 of the Company's alpha olefins,
     poly alpha olefins and synthetic alcohol businesses to Amoco
     Chemical Company for approximately $500 million, including
     plant and equipment (primarily located in Pasadena, Texas,
     Deer Park, Texas and Feluy, Belgium), other assets,
     inventory and accounts receivable, net of expenses and trade
     accounts payable retained and paid to date by the Company,
     and certain business-related liabilities transferred at the
     date of sale.


     19
               "PBGC" shall mean the Pension Benefit Guaranty
     Corporation referred to and defined in ERISA.

               "PERSON" shall mean any natural person, corporation,
     division of a corporation, business trust, joint venture,
     association, company, partnership or government, or any
     agency or political subdivision thereof.

               "PLAN" shall mean any employee pension benefit plan
     (other than a Multiemployer Plan) subject to the provisions
     of Title IV of ERISA or Section 412 of the Code that is
     maintained for current or former employees, or any
     beneficiary thereof, of the Company or any ERISA Affiliate.

               "RATINGS" shall mean the ratings applicable to the
     senior, unsecured, non-credit-enhanced, long-term debt of
     the Company established by S&P, Moody's and Duff & Phelps.

               "REGULATION D" shall mean Regulation D of the Board as
     from time to time in effect and all official rulings and
     interpretations thereunder or thereof.

               "REGULATION G" shall mean Regulation G of the Board as
     from time to time in effect and all official rulings and
     interpretations thereunder or thereof.

               "REGULATION U" shall mean Regulation U of the Board as
     from time to time in effect and all official rulings and
     interpretations thereunder or thereof.

               "REGULATION X" shall mean Regulation X of the Board as
     from time to time in effect and all official rulings and
     interpretations thereunder or thereof.

               "REPORTABLE EVENT" shall mean any reportable event as
     defined in Section 4043(b) of ERISA or the regulations
     issued thereunder with respect to a Plan (other than a Plan
     maintained by an ERISA Affiliate that is considered an ERISA
     Affiliate only pursuant to subsection (m) or (o) of Section
     414 of the Code).

               "REQUIRED BANKS shall mean a Bank or Banks having
     Commitments representing more than 50% of the Total
     Commitment or, for purposes of acceleration pursuant to
     clause (ii) of Article VII, Banks holding Loans representing
     more than 50% of the aggregate principal amount of the Loans
     outstanding.


     20
               "S&P" shall mean Standard & Poor's Corporation.

               "SALE AND LEASE-BACK TRANSACTION" shall mean, with
     respect to the Company or any Subsidiary, any arrangement,
     directly or indirectly, with any person whereby the Company
     or such Subsidiary shall sell or transfer any property, real
     or personal, used or useful in its business, whether now
     owned or hereafter acquired, and thereafter rent or lease
     such property or other property which it intends to use for
     substantially the same purpose or purposes as the property
     being sold or transferred.

               "SHAREHOLDERS' EQUITY" shall mean, for any corporation:
     the sum of (i) its capital stock outstanding taken at par
     value, (ii) its paid-in capital and (iii) its retained
     earnings, less its treasury stock, each to be determined in
     accordance with generally accepted accounting principles
     consistent with those applied in the preparation of the
     Financial Statements.

               "subsidiary" shall mean, with respect to any person
     (herein referred to as the "parent"), any corporation,
     partnership, association or other business entity (a) of
     which securities or other ownership interests representing
     more than 50% of the equity or more than 50% of the ordinary
     voting power or more than 50% of the general partnership
     interests are, at the time any determination is being made,
     owned, controlled or held, or (b) which is, at the time any
     determination is made, otherwise Controlled, by the parent
     or one or more subsidiaries of the parent or by the parent
     and one or more subsidiaries of the parent.

               "SUBSIDIARY" shall mean a subsidiary of the Company.

               "TOTAL COMMITMENT" shall mean at any time the aggregate
     amount of the Banks' Commitments, as in effect at such time.

               "TRANSFERRED BUSINESSES" shall have the meaning set
     forth in the definition of Financial Statements.

               "TYPE", when used in respect of any Loan or Borrowing,
     shall refer to the Rate by reference to which interest on
     such Loan or on the Loans comprising such Borrowing is
     determined.  For purposes hereof, "Rate" shall include the
     LIBO Rate, the Alternate Base Rate and the Fixed Rate.


     21
               "WITHDRAWAL LIABILITY" shall mean liability to a
     Multiemployer Plan as a result of a complete or partial
     withdrawal from such Multiemployer Plan, as such terms are
     defined in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.2.  TERMS GENERALLY.  The definitions in Section
1.1 shall apply equally to both the singular and plural forms of
the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  All references herein to Articles, Sections, Exhibits and
Schedules shall be deemed references to Articles and Sections of,
and Exhibits and Schedules to, this Agreement unless the context
shall otherwise require.  Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to
time; provided, however, that if the Company notifies the
Administrative Agent that the Company wishes to amend any
covenant in Article VI or any related definition to eliminate the
effect of any change in GAAP occurring after the date hereof on
the operation of such covenant (or if the Administrative Agent
notifies the Company that the Required Banks wish to amend
Article VI or any related definition for such purpose), then the
Company's compliance with such covenant shall be determined on
the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to
the Company and the Required Banks.


                           ARTICLE II

                           THE CREDITS

     SECTION 2.1.  Commitments. Subject to the terms and
conditions and relying upon the representations and warranties
herein set forth, each Bank, severally and not jointly, agrees to
make Committed Loans to the Company, at any time or from time to
time on or after the Effective Date and until the Maturity Date
or until the Commitment of such Bank shall have been terminated
in accordance with the terms hereof, in an aggregate principal
amount at any time outstanding not exceeding the amount of such
Bank's Commitment minus the amount by which the Competitive Loans
outstanding at such time shall be deemed to have used such
Commitment pursuant to Section 2.15, subject, however, to the
conditions that (a) at no time shall (i) the sum of (x) the
outstanding aggregate principal amount of all Committed Loans
made by all Banks plus (y) the outstanding aggregate principal
amount of all Competitive Loans made by all Banks exceed (ii) the
Total Commitment and (b) at all 

22
times the outstanding aggregate rincipal amount of all 
Committed Loans made by each Bank shall equal the product of 
(i) the percentage which its Commitment
represents of the Total Commitment times (ii) the outstanding
aggregate principal amount of all Committed Loans made pursuant
to Section 2.4.  Each Bank's Commitment is set forth opposite its
respective name in Schedule 2.1.  Such Commitments may be
terminated or reduced from time to time pursuant to Section 2.10.
Within the foregoing limits, the Company may borrow, repay and
reborrow hereunder on or after the Effective Date and prior to
the Maturity Date, subject to the terms, provisions and
limitations set forth herein.  Upon the reasonable request of any
Bank, the Administrative Agent shall notify such Bank of the
aggregate principal amount of Competitive Loans and Committed
Loans outstanding at such time.  Nothing contained in this
Section 2.1 shall preclude the Company from borrowing on a
committed or a competitive basis outside of this Agreement so
long as any such borrowing is not otherwise prohibited hereunder.

     SECTION 2.2.  Loans. (a) Each Committed Loan shall be made
as part of a Borrowing consisting of Loans made by the Banks
ratably in accordance with their Commitments; provided, however,
that the failure of any Bank to make any Committed Loan shall not
in itself relieve any other Bank of its obligation to lend
hereunder (it being understood, however, that no Bank shall be
responsible for the failure of any other Bank to make any Loan
required to be made by such other Bank).  Each Competitive Loan
shall be made in accordance with the procedures set forth in
Section 2.3.  The Loans comprising any Borrowing shall be in a
minimum aggregate principal amount of $5,000,000 and in integral
multiples of $1,000,000 in excess thereof, in the case of
Competitive Loans, or $10,000,000 and in integral multiples of
$1,000,000 in excess thereof, in the case of Committed Loans (or,
in either case, an aggregate principal amount equal to the
remaining balance of the available Commitments).

               (b)Each Competitive Borrowing shall be comprised
     entirely of Eurodollar Competitive Loans or Fixed Rate
     Loans, and each Committed Borrowing shall be comprised en-
     tirely of Eurodollar Committed Loans or ABR Loans, as the
     Company may request pursuant to Section 2.3 or 2.4, as
     applicable.  Each Bank may at its option fulfill its
     Commitment with respect to any Eurodollar Loan by causing
     any domestic or foreign branch or Affiliate of such Bank to
     make such Loan; provided that (i) any exercise of such
     option shall not affect the obligation of the Company to
     repay such Loan in accordance with the terms of this
     Agreement and the applicable Note and (ii) the Company shall
     not be liable for increased costs 
     
     23
     under Section 2.12, 2.13 or 2.17 to the extent that 
     (A) such costs could be avoided
     by the use of a different branch or Affiliate to make
     Eurodollar Loans and (B) such use would not, in the judgment
     of such Bank, entail any expense for which such Bank shall
     not be indemnified hereunder or otherwise be disadvantageous
     to it.  Borrowings of more than one Type may be outstanding
     at the same time; provided, however, that the Company shall
     not be entitled to request any Borrowing which, if made,
     would result in an aggregate of more than five separate
     Eurodollar Committed Loans of any Bank being outstanding
     hereunder at any one time.  For purposes of the foregoing,
     Loans having different Interest Periods, regardless of
     whether they commence on the same date, shall be considered
     separate Loans.

               (c)Subject to Section 2.5, each Bank shall make each
     Loan to be made by it hereunder on the proposed date thereof
     by wire transfer of immediately available funds to the
     Administrative Agent in Charlotte, North Carolina, not later
     than 2:00 p.m., North Carolina time, and the Administrative
     Agent shall by 3:00 p.m., North Carolina time, credit the
     amounts so received to the general deposit account of the
     Company with the Administrative Agent or, if a Borrowing
     shall not occur on such date because any condition precedent
     herein specified shall not have been met, return the amounts
     so received to the respective Banks.  Competitive Loans
     shall be made by the Bank or Banks whose Competitive Bids
     therefor are accepted pursuant to Section 2.3 in the amounts
     so accepted and Committed Loans shall be made by the Banks
     pro rata in accordance with Section 2.15.  Unless the
     Administrative Agent shall have received notice from a Bank
     prior to the date of any Borrowing that such Bank will not
     make available to the Administrative Agent such Bank's
     portion of such Borrowing, the Administrative Agent may
     assume that such Bank has made such portion available to the
     Administrative Agent on the date of such Borrowing in
     accordance with this paragraph (c) and the Administrative
     Agent may, in reliance upon such assumption, make available
     to the Company on such date a corresponding amount.  If and
     to the extent that such Bank shall not have made such
     portion available to the Administrative Agent, such Bank and
     the Company severally agree to repay to the Administrative
     Agent forthwith on demand such corresponding amount,
     together with interest thereon, for each day from the date
     such amount is made available to the Company until the date
     such amount is repaid to the Administrative Agent at (i) in
     the case of the Company, the interest rate applicable at the
     time to the Loans comprising such Borrowing and (ii) in the
     case of such Bank, the Federal Funds 
     
24
     Effective Rate.  If such Bank shall repay to the 
     Administrative Agent such corresponding amount, such 
     amount shall constitute such Bank's Loan as part of such 
     Borrowing for purposes of this Agreement.

               (d)Notwithstanding any other provision of this
     Agreement, the Company shall not be entitled to request any
     Committed Borrowing if the Interest Period requested with
     respect thereto would end after the Maturity Date with
     respect to any Bank.
               
         
          
               SECTION 2.3.   Competitive Bid Procedure.

               (a)The Company may request the Banks to make
     Competitive Bids in respect of an aggregate amount of
     Competitive Borrowings at any time outstanding not in excess
     of (i) the Total Commitment in effect at such time less (ii)
     the aggregate Committed Borrowings outstanding at such time. 
     In order to request Competitive Bids, the Company shall hand
     deliver or telecopy to the Administrative Agent a duly com-
     pleted Competitive Bid Request in the form of Exhibit A-1
     hereto, to be received by the Administrative Agent (i) in
     the case of a Eurodollar Competitive Borrowing, not later
     than 10:00 a.m., North Carolina time, four Business Days
     before a proposed Competitive Borrowing and (ii) in the case
     of a Fixed Rate Borrowing, not later than 10:00 a.m., North
     Carolina time, one Business Day before a proposed Competi-
     tive Borrowing.  No ABR Loan shall be requested in, or made
     pursuant to, a Competitive Bid Request.  A Competitive Bid
     Request that does not conform substantially to the format of
     Exhibit A-1 may be rejected in the Administrative Agent's
     sole discretion, and the Administrative Agent shall promptly
     notify the Company of such rejection by telecopier.  Such
     request shall in each case refer to this Agreement and
     specify (x) whether the Borrowing then being requested is to
     be a Eurodollar Borrowing or a Fixed Rate Borrowing, (y) the
     date of such Borrowing (which shall be a Business Day) and
     the aggregate principal amount thereof which shall be in a
     minimum principal amount of $5,000,000 and in integral
     multiples of $1,000,000 in excess thereof, and (z) the
     Interest Period with respect thereto (which may not end
     after the Maturity Date (as such date may have been extended
     pursuant to Section 2.10)). Promptly after its receipt of a
     Competitive Bid Request that is not rejected as aforesaid,
     the Administrative Agent shall invite by telecopier (in the
     form set forth in Exhibit A-2 hereto) the Banks to bid, on
     the terms and conditions of this Agreement, to make
     Competitive Loans pursuant to the Competitive Bid Request.


     25
               (b)Each Bank may, in its sole discretion, make one or
     more Competitive Bids to the Company responsive to any
     Competitive Bid Request; provided, however, that no Bank may
     make a Competitive Bid in response to any Competitive Bid
     Request for which the Interest Period would end after the
     Maturity Date with respect to such Bank.  Each Competitive
     Bid by a Bank must be received by the Administrative Agent
     via telecopier, in the form of Exhibit A-3 hereto, (i) in
     the case of a Eurodollar Competitive Borrowing, not later
     than 9:30 a.m., North Carolina time, three Business Days
     before a proposed Competitive Borrowing and (ii) in the case
     of a Fixed Rate Borrowing, not later than 9:30 a.m. North
     Carolina time, on the day of a proposed Competitive
     Borrowing.  Multiple bids will be accepted by the
     Administrative Agent.  Competitive Bids that do not conform
     substantially to the format of Exhibit A-3 may be rejected
     by the Administrative Agent after conferring with, and upon
     the instruction of, the Company, and the Administrative
     Agent shall notify the Bank making such nonconforming bid of
     such rejection as soon as practicable.  Each Competitive Bid
     shall refer to this Agreement and specify (x) the principal
     amount (which shall be in a minimum principal amount of
     $5,000,000 and in integral multiples of $1,000,000 in excess
     thereof and which may equal the entire principal amount of
     the Competitive Borrowing requested by the Company) of the
     Competitive Loan or Loans that the Bank is willing to make
     to the Company, (y) the Competitive Bid Rate or Rates at
     which the Bank is prepared to make the Competitive Loan or
     Loans and (z) the Interest Period and the last day thereof. 
     If any Bank shall elect not to make a Competitive Bid, such
     Bank shall so notify the Administrative Agent via telecopier
     (I) in the case of Eurodollar Competitive Loans, not later
     than 9:30 a.m., North Carolina time, three Business Days
     before a proposed Competitive Borrowing, and (II) in the
     case of Fixed Rate Loans, not later than 9:30 a.m., North
     Carolina time, on the day of a proposed Competitive
     Borrowing; provided, however, that failure by any Bank to
     give such notice shall not cause such Bank to be obligated
     to make any Competitive Loan as part of such Competitive
     Borrowing.  A Competitive Bid submitted by a Bank pursuant
     to this paragraph (b) shall be irrevocable.

               (c)The Administrative Agent shall promptly notify the
     Company by telecopier of all the Competitive Bids made, the
     Competitive Bid Rate, the Interest Period and the principal
     amount of each Competitive Loan in respect of which a
     Competitive Bid was made and the identity of the Bank that
     made each bid.  The Administrative Agent shall send a copy
     of all Competitive Bids to 
     
     26
     the Company for its records as soon as practicable after  
     completion of the bidding process set forth in this Section 2.3.

               (d)The Company may in its sole and absolute
     discretion, subject only to the provisions of this paragraph
     (d), accept or reject any Competitive Bid referred to in
     paragraph (c) above.  The Company shall notify the
     Administrative Agent by telephone, confirmed by telecopier
     in the form of a Competitive Bid Accept/Reject Letter,
     whether and to what extent it has decided to accept or
     reject any of or all the bids referred to in paragraph (c)
     above, (x) in the case of a Eurodollar Competitive
     Borrowing, not later than 10:30 a.m., North Carolina time,
     three Business Days before a proposed Competitive Borrowing,
     and (y) in the case of a Fixed Rate Borrowing, not later
     than 10:30 a.m., North Carolina time, on the day of a
     proposed Competitive Borrowing; provided, however, that (i)
     the failure by the Company to give such notice shall be
     deemed to be a rejection of all the bids referred to in
     paragraph (c) above, (ii) the Company shall not accept a bid
     made at a particular Competitive Bid Rate if the Company has
     decided to reject a bid made at a lower Competitive Bid
     Rate, (iii) the aggregate amount of the Competitive Bids
     accepted by the Company shall not exceed the principal
     amount specified in the Competitive Bid Request, (iv) if the
     Company shall accept a bid or bids made at a particular
     Competitive Bid Rate but the amount of such bid or bids
     shall cause the total amount of bids to be accepted by the
     Company to exceed the amount specified in the Competitive
     Bid Request, then the Company shall accept a portion of such
     bid or bids in an amount equal to the amount specified in
     the Competitive Bid Request less the amount of all other
     Competitive Bids accepted with respect to such Competitive
     Bid Request, which acceptance, in the case of multiple bids
     at such Competitive Bid Rate, shall be made pro rata in
     accordance with the amount of each such bid at such
     Competitive Bid Rate, and (v) except pursuant to clause (iv)
     above, no bid shall be accepted for a Competitive Loan
     unless such Competitive Loan is in a minimum principal
     amount of $5,000,000 and in integral multiples of $1,000,000
     in excess thereof; provided further, however, that if a
     Competitive Loan must be in an amount less than $5,000,000
     because of the provisions of clause (iv) above, such
     Competitive Loan may be for a minimum of $500,000 or any
     integral multiple thereof, and in calculating the pro rata
     allocation of acceptances of portions of multiple bids at a
     particular Competitive Bid Rate pursuant to clause (iv) the
     amounts shall be rounded to integral multiples of $500,000
     in a manner which shall be in the discretion of the Company. 
     A notice 
     
     27
     given by the Company pursuant to this paragraph (d)
     shall be irrevocable.

               (e)The Administrative Agent shall promptly notify
     each bidding Bank whether or not its Competitive Bid has
     been accepted (and if so, in what amount and at what
     Competitive Bid Rate) by telecopy sent by the Administrative
     Agent, and each successful bidder will thereupon become
     bound, subject to the other applicable conditions hereof, to
     make the Competitive Loan in respect of which its bid has
     been accepted.

               (f)A Competitive Bid Request shall not be made within
     five Business Days after the date of any previous
     Competitive Bid Request.

               (g)If NationsBank, N.A. shall elect to submit a
     Competitive Bid in its capacity as a Bank, it shall submit
     such bid directly to the Company one half of an hour earlier
     than the latest time at which the other Banks are required
     to submit their bids to the Administrative Agent pursuant to
     paragraph (b) above.

               (h)All notices required by this Section 2.3 shall be
     given in accordance with Section 9.1.

     SECTION 2.4.  Committed Borrowing Procedure.  In order to
request a Committed Borrowing, the Company shall hand deliver or
telecopy (or notify by telephone and promptly confirm by hand
delivery or telecopy) to the Administrative Agent the information
requested by the form of Committed Borrowing Request attached as
Exhibit A-5 hereto (a) in the case of a Eurodollar Committed
Borrowing, not later than 10:30 a.m., North Carolina time, three
Business Days before a proposed Borrowing and (b) in the case of
an ABR Borrowing, not later than 10:30 a.m., North Carolina time,
on the day of a proposed Borrowing.  No Fixed Rate Loan shall be
requested or made pursuant to a Committed Borrowing Request. 
Such notice shall be irrevocable and shall in each case specify
(i) whether the Borrowing then being requested is to be a
Eurodollar Committed Borrowing or an ABR Borrowing; (ii) the date
of such Committed Borrowing (which shall be a Business Day) and
the amount thereof; and (iii) if such Borrowing is to be a
Eurodollar Committed Borrowing, the Interest Period with respect
thereto.  If no election as to the Type of Committed Borrowing is
specified in any such notice, then the requested Committed
Borrowing shall be an ABR Borrowing.  If no Interest Period with
respect to any Eurodollar Committed Borrowing is specified in any
such notice, then the Company shall be deemed to have selected an
Interest Period of one month's duration.  If the 

28
Company shall not have given notice in accordance 
with this Section 2.4 of its
election to refinance a Committed Borrowing prior to the end of
the Interest Period in effect for such Borrowing, then the
Company shall (unless such Borrowing is repaid at the end of such
Interest Period) be deemed to have given notice of an election to
refinance such Borrowing with an ABR Borrowing.  The
Administrative Agent shall promptly advise the Banks of any
notice given pursuant to this Section 2.4 and of each Bank's
portion of the requested Borrowing.

     SECTION 2.5.  Refinancings.  The Company may refinance all
or any part of any Borrowing with a Borrowing of the same or a
different Type made pursuant to Section 2.3 or Section 2.4,
subject to the conditions and limitations set forth herein and
elsewhere in this Agreement, including refinancings of
Competitive Borrowings with Committed Borrowings and Committed
Borrowings with Competitive Borrowings.  Any Borrowing or part
thereof so refinanced shall be deemed to be repaid in accordance
with Section 2.7 with the proceeds of a new Borrowing hereunder
and the proceeds of the new Borrowing, to the extent they do not
exceed the principal amount of the Borrowing being refinanced,
shall not be paid by the Banks to the Administrative Agent or by
the Administrative Agent to the Company pursuant to Section
2.2(c); provided, however, that (i) if the principal amount
extended by a Bank in a refinancing is greater than the principal
amount extended by such Bank in the Borrowing being refinanced,
then such Bank shall pay such difference to the Administrative
Agent for distribution to the Banks described in (ii) below, (ii)
if the principal amount extended by a Bank in the Borrowing being
refinanced is greater than the principal amount being extended by
such Bank in the refinancing, the Administrative Agent shall
return the difference to such Bank out of amounts received
pursuant to (i) above, and (iii) to the extent any Bank fails to
pay the Administrative Agent amounts due from it pursuant to (i)
above, any Loan or portion thereof being refinanced with such
amounts shall not be deemed repaid in accordance with Section 2.7
and shall be payable by the Company.

     SECTION 2.6.  Fees.

               (a)  The Company agrees to pay to each Bank, through
     the Administrative Agent, on each March 31, June 30,
     September 30 and December 31 and on the date on which the
     Commitment of such Bank shall be reduced or terminated as
     provided herein (including pursuant to Section 9.17), a
     facility fee (a "Facility Fee") at a rate per annum equal to
     the Applicable Facility Fee Percentage from time to time in
     effect on the average daily amount of such Bank's Commitment
     (whether used or unused) during the preceding 
     
     29
     quarter (or shorter period commencing with 
     the Effective Date or ending
     with the Maturity Date or any date on which the Commitment
     of such Bank shall be terminated).  All Facility Fees shall
     be computed on the basis of the actual number of days
     elapsed in a year of 360 days.  The Facility Fee due to each
     Bank shall commence to accrue on the Effective Date, and
     shall cease to accrue on the earlier of the Maturity Date
     and the termination of the Commitment of such Bank as
     provided herein.

               (b)The Company agrees to pay the Administrative
     Agent, for its own account, (i) administrative fees at the
     times and in the amounts agreed upon between the Company and
     the Administrative Agent and (ii) such Competitive Bid
     auction fees as shall be agreed upon by the Company and the
     Administrative Agent from time to time (collectively, the
     "Administrative Fees").

               (c)All Fees shall be paid on the dates due, in
     immediately available funds, to the Administrative Agent for
     distribution, if and as appropriate, among the Banks.  Once
     paid, none of the Fees shall be refundable under any
     circumstances.

     SECTION 2.7.  Notes; Repayment of Loans.  The Competitive
Loans made by each Bank shall be evidenced by a single
Competitive Note duly executed on behalf of the Company, dated
the Effective Date, in substantially the form attached hereto as
Exhibit B-1 with the blanks appropriately filled, payable to such
Bank in a principal amount equal to the Total Commitment.  The
Committed Loans made by each Bank shall be evidenced by a single
Committed Note duly executed on behalf of the Company, dated the
Effective Date, in substantially the form attached hereto as
Exhibit B-2 with the blanks appropriately filled, payable to such
Bank in a principal amount equal to the Commitment of such Bank. 
Each Competitive Note and each Committed Note shall bear interest
from the date thereof on the outstanding principal balance
thereof as set forth in Section 2.8.  Each Bank shall, and is
hereby authorized by the Company to, endorse on the schedule
attached to the relevant Note held by such Bank (or on a
continuation of such schedule attached to each such Note and made
a part thereof), or otherwise to record in such Bank's internal
records, an appropriate notation evidencing the date and amount
of each Competitive Loan or Committed Loan, as applicable, of
such Bank, each payment or prepayment of principal of any
Competitive Loan or Committed Loan, as applicable, and the other
information provided for on such schedule; provided, however,
that the failure of any Bank to make such a notation or any error
therein shall not in any manner affect the obligation of the
Company to repay the Competitive Loans or Committed Loans, as
applicable, made by such Bank 

30
in accordance with the terms of the
relevant Note.  The outstanding principal balance of each
Competitive Loan and Committed Loan, as evidenced by the relevant
Note, shall be payable on the last day of the Interest Period
applicable to such Loan and on the Maturity Date.

     SECTION 2.8.  Interest on Loans.

               (a)Subject to the provisions of Section 2.9, the
     Loans comprising each ABR Borrowing shall bear interest
     (computed on the basis of the actual number of days elapsed
     over a year of 365 or 366 days, as the case may be, when
     determined by reference to the Prime Rate and over a year of
     360 days at all other times) at a rate per annum equal to
     the Alternate Base Rate plus the Applicable Margin.

               (b)Subject to the provisions of Section 2.9, the
     Loans comprising each Eurodollar Borrowing shall bear
     interest (computed on the basis of the actual number of days
     elapsed over a year of 360 days) at a rate per annum equal
     to (i) in the case of each Eurodollar Committed Loan, the
     LIBO Rate for the Interest Period in effect for such
     Borrowing plus the Applicable Margin, and (ii) in the case
     of each Eurodollar Competitive Loan, the LIBO Rate for the
     Interest Period in effect for such Borrowing plus the Margin
     offered by the Bank making such Loan and accepted by the
     Company pursuant to Section 2.3.

               (c)Subject to the provisions of Section 2.9, each
     Fixed Rate Loan shall bear interest at a rate per annum
     (computed on the basis of the actual number of days elapsed
     over a year of 360 days) equal to the fixed rate of interest
     offered by the Bank making such Loan and accepted by the
     Company pursuant to Section 2.3.

               (d)Interest on each Loan shall be payable on each
     Interest Payment Date applicable to such Loan.  The LIBO
     Rate or the Alternate Base Rate for each Interest Period or
     day within an Interest Period shall be determined by the
     Administrative Agent, and such determination shall be
     conclusive absent manifest error.

               SECTION 2.9.   Additional Interest; Alternate Rate of
                               Interest.

               (a)If the Company shall default in the payment of the
     principal of or interest on any Loan or any other amount
     becoming due hereunder, the Company shall on demand from
     time to time pay interest on any overdue payment of
     principal and other amounts 
     
     31
     (other than interest) and, to
     the extent permitted by law, on overdue payments of interest
     up to the date of actual payment (after as well as before
     judgment):

               (i)in the case of principal of or interest
          on an ABR Loan or a Eurodollar Loan, at a rate
          determined by the Administrative Agent (such
          determination to be conclusive and binding on the
          Company) to be 1% per annum above the rate which would
          otherwise be payable on such Loans in accordance with
          the provisions herein; and

               (ii)in the case of any other amount payable
          hereunder (other than principal of or interest on any
          Loan referred to in clause (i) above), at a rate 1% per
          annum above the Alternate Base Rate.

               (b)In the event, and on each occasion, that on the
     day two Business Days prior to the commencement of any
     Interest Period for a Eurodollar Loan, the Administrative
     Agent shall have determined (which determination shall be
     conclusive and binding upon the Company) that dollar
     deposits in the principal amount of such Eurodollar Loan are
     not generally available in the London Interbank Market, or
     that the rate at which such dollar deposits are being
     offered will not adequately and fairly reflect the cost to
     the Banks of making or maintaining the principal amount of
     such Eurodollar Loan during such Interest Period, or that
     reasonable means do not exist for ascertaining the LIBO
     Rate, the Administrative Agent shall, as soon as practicable
     thereafter, give written, telegraphic or telephonic notice
     of such determination to the Company and the Banks, and any
     request by the Company for a Eurodollar Loan or for
     conversion to or maintenance of a Eurodollar Loan pursuant
     to the terms of this Agreement shall be deemed a request for
     an ABR Borrowing.  After such notice shall have been given
     and until the circumstances giving rise to such notice no
     longer exist, each request for a Eurodollar Loan shall be
     deemed to be a request for an ABR Borrowing.  Each
     determination by the Administrative Agent hereunder shall be
     conclusive absent manifest error.

     SECTION 2.10.  Termination, Reduction and Extension of
Commitments.

               (a)The Commitments shall be automatically terminated
     on the Maturity Date.

     32
               (b)Upon at least three Business Days' prior
     irrevocable written or telecopy notice to the Administrative
     Agent, the Company may at any time in whole permanently
     terminate, or from time to time in part permanently reduce,
     the Total Commitment; provided, however, that (i) each
     partial reduction of the Total Commitment shall be in a
     minimum principal amount of $10,000,000 and in integral
     multiples thereof and (ii) no such termination or reduction
     shall be made which would reduce the Total Commitment to an
     amount less than the aggregate outstanding principal amount
     of the Competitive Loans.

               (c)Each reduction in the Total Commitment hereunder
     shall be made ratably among the Banks in accordance with
     their respective Commitments.  The Company shall pay to the
     Administrative Agent for the account of the Banks, on the
     date of each termination or reduction, the Facility Fees on
     the amount of the Commitments so terminated or reduced
     accrued to the date of such termination or reduction.

               (d)  Not later than the date 60 days prior to the first
     or any subsequent anniversary of the date hereof, the
     Company may deliver to the Administrative Agent (which shall
     promptly transmit to each Bank) a notice requesting that the
     Commitments be extended to the first anniversary of the
     Maturity Date.  Within 30 days after its receipt of any such
     notice, each Bank shall notify the Administrative Agent of
     its willingness or unwillingness so to extend its
     Commitment.  Any Bank that shall fail so to notify the
     Administrative Agent within such period shall be deemed to
     have declined to extend its Commitment.  If Banks holding a
     majority in amount of the Commitments agree to extend their
     Commitments, the Administrative Agent shall so notify the
     Company and each Bank that shall have consented to such
     request, whereupon (i) the respective Commitments of such
     consenting Banks and each other Bank that shall consent to
     the extension of its Commitment prior to the expiration of
     its respective 30-day period shall without further act be
     extended to the first anniversary of the Maturity Date at
     the time in effect, (ii) the term "Maturity Date" shall
     thenceforth mean, as to the Loans of such consenting Banks,
     such first anniversary and (iii) the Commitments of the non-
     extending Banks shall terminate on the Maturity Date in
     effect prior to such extension and the Loans and other
     amounts owed to such Banks shall become due and payable on
     such date.  If Banks holding a majority in amount of the
     Commitments shall not have agreed to extend their
     Commitments, then none of the Commitments shall be extended
     and the Maturity Date shall remain unchanged.  In the event
     that any 
     
     33
     Bank shall have declined or been deemed to have
     declined to extend its Commitment and the Commitments of
     other Banks shall have been extended, the Company shall have
     the right, but not the obligation, at its own expense, upon
     notice to such Bank and the Administrative Agent, to replace
     such Bank at any time prior to the termination of such
     Bank's Commitment (in accordance with and subject to the
     restrictions contained in Section 9.4) with an assignee
     willing to agree that its Commitment will terminate on the
     extended Maturity Date, and such Bank hereby agrees to
     transfer and assign without recourse (in accordance with and
     subject to the restrictions contained in Section 9.4) all
     its interests, rights and obligations under this Agreement
     to such assignee; provided, however, that (i) no such
     assignment shall conflict with any law or any rule,
     regulation or order of any Governmental Authority and (ii)
     the Company or such assignee, as the case may be, shall pay
     to the affected Bank in immediately available funds on the
     date of such assignment the principal of and interest
     accrued to the date of payment on the Loans made by such
     Bank hereunder and all other amounts accrued for such Bank's
     account or owed to it hereunder.

     SECTION 2.11.  Prepayment of Loans.

               (a)The Company shall have the right at any time and
     from time to time to prepay any Committed Borrowing, in
     whole or in part, without premium or penalty (but in any
     event subject to Section 2.14), upon prior written, telecopy
     or telephonic notice to the Administrative Agent given no
     later than 10:30 a.m., North Carolina time, one Business Day
     before any proposed prepayment; provided, however, that each
     such partial prepayment shall be in a minimum principal
     amount of $10,000,000 and in integral multiples of
     $1,000,000.  The Company shall not have the right to prepay
     any Competitive Borrowing.

               (b)On the date of any termination or reduction of the
     Commitments pursuant to Section 2.10, the Company shall pay
     or prepay so much of the Committed Borrowings as shall be
     necessary in order that the aggregate principal amount of
     the Competitive Loans and Committed Loans outstanding will
     not exceed the Total Commitment after giving effect to such
     termination or reduction.

               (c)Each notice of prepayment shall specify the
     prepayment date and the principal amount of each Borrowing
     to be prepaid, shall be irrevocable and shall commit the
     Company to prepay such Borrowing (or portion thereof) by the
     amount stated therein.  
     
     34
     All prepayments on Eurodollar Loans
     under this Section shall be accompanied by accrued interest
     on the principal amount being prepaid to the date of
     prepayment.

     SECTION 2.12.  Reserve Requirements; Change in Circumstances.

               (a)Notwithstanding any other provision herein, if
     after the date hereof any change in applicable law or
     regulations or in the interpretation or administration
     thereof (including, without limitation, any request,
     guideline or policy not having the force of law) by any
     Governmental Authority charged with the administration or
     interpretation thereof shall occur which shall impose,
     modify or deem applicable any reserve, special deposit or
     similar requirement (including a tax) against any assets
     held by, deposits with or for the account of or credit
     extended by such Bank (including any reserve requirement
     that may be applicable to "eurocurrency liabilities" under
     and as defined in Regulation D) or shall impose upon such
     Bank or the London interbank market any other condition with
     respect to this Agreement or the Eurodollar Loans or Fixed
     Rate Loans made by such Bank and the result of any of the
     foregoing shall be to increase the cost to such Bank of
     making or maintaining any Eurodollar Loan or Fixed Rate Loan
     hereunder or to reduce the amount of any payment (whether of
     principal, interest or otherwise) by an amount deemed by
     such Bank to be material, then and in each such case the
     Company shall pay to such Bank, as provided in paragraph (c)
     below, such amounts as shall be necessary to compensate such
     Bank for such cost, reduction or payment; provided, however,
     that the Company may, at its option and upon written notice
     to the Administrative Agent and the Banks, either (i) elect
     to convert such Loan of such Bank into an ABR Loan upon the
     payment by the Company of the increased costs described
     above incurred prior to such conversion and any amount owing
     in respect of Section 2.14 hereof, it being understood that
     (A) for purposes of Section 2.11, such ABR Loan shall be
     subject to prepayment only at such times and on such
     conditions as the Loan from which it was converted and (B)
     upon such increased costs being eliminated, or reduced by an
     amount deemed sufficient by the Company, such ABR Loan will
     be converted into a Loan of the same Type as the Loan
     previously converted into such ABR Loan having an Interest
     Period expiring on the same date as the Loan previously
     converted into such ABR Loan or (ii) with the prior consent
     of the Required Banks, elect to convert all (but not less
     than all) Loans of all Banks of the same Type and Interest
     Period as the Loan subject to such change into Loans of a
     different Type upon the payment of all amounts that are due
     under this Section 2.12(a) and 
     
     35
     Section 2.14. 
     Notwithstanding the foregoing, no Bank shall be entitled to
     request compensation under this paragraph with respect to
     any Competitive Loan if it shall have been aware of the
     change giving rise to such request at the time of submission
     of the Competitive Bid pursuant to which such Competitive
     Loan shall have been made.

               (b)If any Bank shall have determined that the
     adoption after the date hereof of any law, rule, regulation,
     agreement or guideline regarding capital adequacy, or any
     change in any law, rule, regulation, agreement or guideline
     regarding capital adequacy or in the interpretation or
     administration of any law, rule, regulation, agreement or
     guideline regarding capital adequacy by any Governmental
     Authority charged with the interpretation or administration
     thereof, or compliance by any Bank (or any lending office of
     such Bank) or any Bank's holding company with any request or
     directive regarding capital adequacy issued under any law,
     rule, regulation or guideline (whether or not having the
     force of law) of any such authority, central bank or
     comparable agency issued after the date hereof, has or would
     have the effect of reducing the rate of return on such
     Bank's capital or on the capital of such Bank's holding
     company, if any, as a consequence of this Agreement or the
     Loans made by such Bank pursuant hereto to a level below
     that which such Bank or such Bank's holding company could
     have achieved but for such applicability, adoption, change
     or compliance by an amount deemed by such Bank to be
     material, then from time to time the Company shall pay to
     such Bank following receipt of a certificate of such Bank to
     such effect in accordance with paragraph (c) below such
     additional amount or amounts as will compensate such Bank or
     such Bank's holding company on an after-tax basis for any
     such reduction suffered.

               (c)Each Bank shall promptly deliver to the Company
     from time to time one or more certificates setting forth the
     amounts due to such Bank under paragraphs (a) and (b) above,
     the changes as a result of which such amounts are due and
     the manner of computing such amounts.  Each such certificate
     shall be conclusive in the absence of manifest error.  The
     Company shall pay to each Bank the amounts shown as due on
     any such certificate within 10 days after its receipt of the
     same.  No failure on the part of any Bank to demand
     compensation under paragraph (a) or (b) above on any one
     occasion shall constitute a waiver of its right to demand
     such compensation with respect to such period or any other
     period, except that no Bank shall be entitled to
     compensation under this 


     36

     Section 2.12 for any costs incurred
     or reduction suffered with respect to any date unless such
     Bank shall have notified the Company that it will demand
     compensation for such costs or reductions not more than 90
     days after the later of (i) such date and (ii) the date on
     which such Bank shall have become aware of such costs or
     reductions.  The protection of this Section 2.12 shall be
     available to each Bank regardless of any possible contention
     of the invalidity or inapplicability of any law, rule,
     regulation, guideline or other change or condition which
     shall have occurred or been imposed and shall give rise to
     any demand by such Bank for compensation hereunder.

               (d)Promptly after actual notice to any Bank that a
     change referred to in paragraph (a) or (b) above has
     occurred, such Bank will give notice of such occurrence to
     the Company and the Administrative Agent and, unless all the
     Eurodollar Loans giving rise to any such increased costs
     shall have been converted to Loans of another type, such
     Bank will, for a period of 30 days after the giving of such
     notice, use reasonable efforts to specify a new Eurodollar
     lending office with respect to its Commitment and the
     Eurodollar Loans held by it with a view to mitigating the
     consequences of such occurrence to the greatest extent
     practicable unless in the opinion of such Bank such
     specification might at such time or in the future have an
     adverse effect upon it.

     SECTION 2.13. Change in Legality.  (a) Notwithstanding
anything to the contrary contained in Section 2.18 or elsewhere
in this Agreement, if any change after the date hereof in law or
regulation or in the interpretation thereof by any Governmental
Authority charged with the administration or interpretation
thereof shall make it unlawful for a Bank to make or maintain any
Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Company and the Administrative Agent, such
Bank may:

                  (i)declare that Eurodollar Loans will not
          thereafter be made by such Bank hereunder, whereupon
          such Bank shall not submit a Competitive Bid in
          response to a request for Eurodollar Competitive Loans
          and any request by the Company for a Eurodollar
          Committed Borrowing shall, as to such Bank only, be
          deemed a request for an ABR Loan unless such
          declaration shall be subsequently withdrawn; and

                 (ii)require that all outstanding Eurodollar
          Loans made by it be converted to ABR Loans, whereupon
          all of such 
          
          37
          Eurodollar Loans shall be automatically
          converted to ABR Loans as of the effective date of such
          notice as provided in paragraph (b) below. 

               (b)For purposes of this Section 2.13, a notice to the
     Company by any Bank pursuant to paragraph (a) above shall be
     effective with respect to outstanding Eurodollar Loans, if
     lawful, on the last day of the then current Interest Period;
     in all other cases, such notice shall be effective on the
     date of receipt by the Company.

     SECTION 2.14.  Indemnity.  The Company shall reimburse each
Bank on demand for any loss incurred or to be incurred by it in
the reemployment of the funds released by any prepayment or
conversion of any Eurodollar Loan or Fixed Rate Loan required or
permitted by any other provision of this Agreement if such Loan
is prepaid or converted other than on the last day of any
Interest Period for such Loan.  Such loss shall be the difference
as reasonably determined by such Bank between the amount that
would have been realized by such Bank for the remainder of such
Interest Period for such Loan based on the interest rate
applicable thereto hereunder during such Interest Period and any
lesser amount that would be realized by such Bank in reemploying
the funds received in prepayment by making a Loan of the same
type in the principal amount prepaid during the period from the
date of prepayment to the end of the Interest Period of the Loan
being prepaid.  Without duplication of the foregoing indemnity
payments, the Company will indemnify each Bank against any actual
loss or expense which such Bank may sustain or incur as a
consequence of (a) any failure by the Company to borrow or to
refinance any Loan hereunder after irrevocable notice of such
borrowing or refinancing, (b) any default in payment or
prepayment of the principal amount of any Loan or any part
thereof or interest accrued thereon, as and when due and payable
(at the due date thereof, by notice of prepayment or otherwise),
or (c) the occurrence of any Event of Default, including but not
limited to any loss or expense sustained or incurred in
liquidating or employing deposits from third parties acquired to
effect or maintain such Loan or any part thereof.  Each Bank
shall provide to the Company a statement, signed by an officer of
such Bank and explaining the amount and calculation of any such
actual loss or expense, which statement shall, in the absence of
manifest error, be conclusive with respect to the parties hereto.

     SECTION 2.15.  Pro Rata Treatment, etc.  Except as required
under Section 2.10(d) or 2.13, each Committed Borrowing, each
payment or prepayment of principal of any Committed Borrowing,
each payment of interest on the Committed Loans, each payment of
the Facility Fees, 


38
each reduction of the Commitments and each
refinancing of any Borrowing with a Committed Borrowing of any
Type, shall be made pro rata among the Banks in accordance with
their respective Commitments (or, if such Commitments shall have
expired or been terminated, in accordance with the respective
principal amounts of their outstanding Committed Loans).  Each
payment of principal of any Competitive Borrowing shall be
allocated pro rata among the Banks participating in such
Borrowing in accordance with the respective principal amounts of
their outstanding Competitive Loans comprising such Borrowing. 
Each payment of interest on any Competitive Borrowing shall be
allocated pro rata among the Banks participating in such
Borrowing in accordance with the respective amounts of accrued
and unpaid interest on their outstanding Competitive Loans
comprising such Borrowing.  For purposes of determining the
available Commitments of the Banks at any time (but not for
purposes of Section 2.6(a)), each outstanding Competitive
Borrowing shall be deemed to have utilized the Commitments of the
Banks (including those Banks which shall not have made Loans as
part of such Competitive Borrowing) pro rata in accordance with
such respective Commitments.  Each Bank agrees that in computing
such Bank's portion of any Borrowing to be made hereunder, the
Administrative Agent may, in its discretion, round each Bank's
percentage of such Borrowing to the next higher or lower whole
dollar amount.

     SECTION 2.16.  Payments.

               (a)The Company shall make each payment (including
     principal of or interest on any Borrowing or any Fees or
     other amounts) hereunder not later than 12:00 (noon), North
     Carolina time, on the date when due in dollars to the
     Administrative Agent at its offices at NationsBank Corporate
     Center, Charlotte, North Carolina, in immediately available
     funds.

               (b)Whenever any payment (including principal of or
     interest on any Borrowing or any Fees or other amounts)
     hereunder shall become due, or otherwise would occur, on a
     day that is not a Business Day, such payment may be made on
     the next succeeding Business Day, and such extension of time
     shall in such case be included in the computation of
     interest or Fees, if applicable.

     SECTION 2.17.  Taxes.

               (a)  Any and all payments by the Company hereunder
     shall be made, in accordance with Section 2.16, free and
     clear of and without deduction for any and all current or
     future taxes, levies, imposts, deductions, charges or
     withholdings, and all liabilities 
     
     39
     with respect thereto,
     excluding (i) taxes imposed on or measured by all or part of
     the gross or net income (but not including any such tax in
     the nature of a withholding tax) of the Administrative Agent
     or any Bank (or any transferee or assignee thereof,
     including a participation holder (any such entity a
     "Transferee")), in each case by the jurisdiction under the
     laws of which the Administrative Agent or such Bank (or
     Transferee) is organized or has its applicable lending
     office or any political subdivision of any thereof and (ii)
     taxes that would not have been imposed if the only
     connection between the Administrative Agent or any Bank (or
     Transferee), or any Affiliate thereof, and the jurisdiction
     imposing such taxes were activities of the Administrative
     Agent or such Bank (or Transferee) pursuant to or in respect
     of this Agreement (including entering into, lending money or
     extending credit pursuant to, receiving payments under or
     enforcing this Agreement) (all such nonexcluded taxes,
     levies, imposts, deductions, charges, withholdings and
     liabilities, collectively or individually, "Taxes").  If the
     Company shall be required to deduct any Taxes from or in
     respect of any sum payable hereunder to any Bank (or any
     Transferee) or the Administrative Agent, (i) the sum payable
     shall be increased by the amount (an "additional amount")
     necessary so that after making all required deductions
     (including deductions applicable to additional sums payable
     under this Section 2.17) such Bank (or Transferee) or the
     Administrative Agent (as the case may be) shall receive an
     amount equal to the sum it would have received had no such
     deductions been made, (ii) the Company shall make such
     deductions and (iii) the Company shall pay the full amount
     deducted to the relevant Governmental Authority in
     accordance with applicable law.

               (b)In addition, the Company agrees to pay to the
     relevant Governmental Authority in accordance with
     applicable law any current or future stamp or documentary
     taxes or any other excise or property taxes, charges or
     similar levies that arise from any payment made hereunder or
     from the execution, delivery or registration of, or
     otherwise similarly with respect to, this Agreement and the
     Notes ("Other Taxes").

               (c)The Company will indemnify each Bank (or
     Transferee) and the Administrative Agent for the full amount
     of Taxes and Other Taxes paid by such Bank (or Transferee)
     or the Administrative Agent, as the case may be, and any
     liability (including penalties, interest and expenses
     (including reasonable attorney's fees and expenses)) arising
     therefrom or with respect thereto, whether or not such Taxes
     or Other Taxes were correctly or legally asserted 
     
     
     40
     by the
     relevant Governmental Authority.  A certificate as to the
     amount of such payment or liability prepared by a Bank, or
     the Administrative Agent on its behalf, absent manifest
     error, shall be final, conclusive and binding for all
     purposes.  Such indemnification shall be made within 30 days
     after the date the Bank (or Transferee) or the
     Administrative Agent, as the case may be, makes written
     demand therefor.  Each Bank (or Transferee) or the
     Administrative Agent shall make written demand for
     indemnification no later than 120 days after the earlier of
     (i) the date on which such Bank (or Transferee) or the
     Administrative Agent makes such payment of Taxes or Other
     Taxes and (ii) the date on which such Governmental Authority
     makes written demand upon such Bank (or Transferee) or the
     Administrative Agent for payment of such Taxes or Other
     Taxes.

               (d)If a Bank (or Transferee) or the Administrative
     Agent shall become aware that it is entitled to claim a
     refund, credit or reduction in tax from a Governmental
     Authority in respect of Taxes or Other Taxes as to which it
     has been indemnified by the Company, or with respect to
     which the Company has paid additional amounts, pursuant to
     this Section 2.17, it shall promptly notify the Company of
     the availability of such refund claim, credit or reduction
     in tax and shall, within 30 days after receipt of a request
     by the Company, make a claim to such Governmental Authority
     for such refund, credit or reduction in tax at the Company's
     expense.  If a Bank (or Transferee) or the Administrative
     Agent receives a refund (including pursuant to a claim for
     refund made pursuant to the preceding sentence) or realizes
     a credit or reduction in tax in respect of any Taxes or
     Other Taxes as to which it has been indemnified by the
     Company or with respect to which the Company has paid
     additional amounts pursuant to this Section 2.17, it shall
     within 30 days from the date of such receipt pay over the
     amount of such refund or benefit of such credit or reduction
     in tax to the Company (but only to the extent of indemnity
     payments made, or additional amounts paid, by the Company
     under this Section 2.17 with respect to the Taxes or Other
     Taxes giving rise to such refund, credit or reduction in
     tax), net of all reasonable out-of-pocket expenses of such
     Bank (or Transferee) or the Administrative Agent and without
     interest (other than interest paid by the relevant
     Governmental Authority with respect to such refund, credit
     or reduction in tax); provided, however, that the Company,
     upon the request of such Bank (or Transferee) or the
     Administrative Agent, agrees to repay the amount paid over
     to the Company (plus penalties, interest or other charges)
     to such Bank (or Transferee) or the Administrative Agent 
     
     41
     in the event such Bank (or Transferee) or the Administrative
     Agent is required to repay such refund, credit or reduction
     in tax to such Governmental Authority.

               (e)As soon as practicable after the date of any
     payment of Taxes or Other Taxes by the Company to the
     relevant Governmental Authority, the Company will deliver to
     the Administrative Agent, at its address referred to in
     Section 9.1, the original or a certified copy of a receipt
     issued by such Governmental Authority evidencing payment
     thereof.

               (f)Without prejudice to the survival of any other
     agreement contained herein, the agreements and obligations
     contained in this Section 2.17 shall survive the payment in
     full of the principal of and interest on all Loans made
     hereunder.

               (g)Each Bank (or Transferee) that is organized under
     the laws of a jurisdiction other than the United States, any
     State thereof or the District of Columbia (a "Non-U.S.
     Bank") shall deliver to each of the Company and the
     Administrative Agent (i) two copies of either United States
     Internal Revenue Service Form 1001 or Form 4224 (whichever
     is applicable), or (ii) in the case of a Non-U.S. Bank
     claiming exemption from U.S. Federal withholding tax under
     Section 871(h) or 881(c) of the Code with respect to
     payments of "portfolio interest", a Form W-8, or any
     subsequent versions thereof or successors thereto and a
     certificate representing that such Non-U.S. Bank is not a
     bank for purposes of Section 881(c) of the Code, is not a
     10-percent shareholder (within the meaning of Section
     871(h)(3)(B) of the Code) of the Company and is not a
     controlled foreign corporation related to the Company
     (within the meaning of Section 864(d)(4) of the Code), in
     either case properly completed and duly executed by such
     Non-U.S. Bank claiming complete exemption from, or reduced
     rate of, U.S. Federal withholding tax on payments by the
     Company under this Agreement.  Such forms shall be delivered
     by each Non-U.S. Bank on or before the date it becomes a
     party to this Agreement (or, in the case of a Transferee
     that is a participation holder, on or before the date such
     participation holder becomes a Transferee hereunder) and on
     or before the date, if any, such Non-U.S. Bank changes its
     applicable lending office by designating a different lending
     office (a "New Lending Office").  In addition, each Non-U.S.
     Bank shall deliver such forms promptly upon (or, if
     reasonably practicable, prior to) the obsolescence or
     invalidity of any form previously delivered by such Non-U.S.
     Bank.  Notwithstanding any other provision of this Section
     2.17(g), a 
     
     42
     Non-U.S. Bank shall not be required to deliver
     any form pursuant to this Section 2.17(g) that such Non-U.S.
     Bank is not legally able to deliver.  Each Bank (or
     Transferee) that is organized under the laws of the United
     States or any state thereof or the District of Columbia
     shall deliver to the Company an original copy of Internal
     Revenue Service Form W-9 (or applicable successor form)
     properly completed and duly executed by such Bank (or
     Transferee).

               (h)The Company shall not be required to indemnify any
     Non-U.S. Bank, or to pay any additional amounts to any Non-
     U.S. Bank, in respect of United States Federal withholding
     tax (or any withholding tax imposed by a state that applies
     only when such United States Federal withholding tax is
     imposed) pursuant to paragraph (a) or (c) above to the
     extent that:  (i) the obligation to withhold amounts with
     respect to United States Federal withholding tax existed on
     the date such Non-U.S. Bank became a party to this Agreement
     (or, in the case of a Transferee that is a participation
     holder, on the date such participation holder became a
     Transferee hereunder) or, with respect to payments to a New
     Lending Office, the date such Non-U.S. Bank designated such
     New Lending Office with respect to a Loan; provided,
     however, that this clause (i) shall not apply to any
     Transferee or New Lending Office that becomes a Transferee
     or New Lending Office as a result of an assignment,
     participation, transfer or designation made at the request
     of the Company; and provided further, however, that this
     clause (i) shall not apply to the extent the indemnity
     payment or additional amounts any Transferee, or Bank (or
     Transferee) through a New Lending Office, would be entitled
     to receive (without regard to this clause (i)) do not exceed
     the indemnity payment or additional amounts that the person
     making the assignment, participation or transfer to such
     Transferee, or Bank (or Transferee) making the designation
     of such New Lending Office, would have been entitled to
     receive in the absence of such assignment, participation,
     transfer or designation; or (ii) the obligation to make such
     indemnification or to pay such additional amounts would not
     have arisen but for a failure by such Non-U.S. Bank to
     comply with the provisions of paragraph (g) above.

               (i)Any Bank (or Transferee) claiming any indemnity
     payment or additional amounts payable pursuant to this
     Section 2.17 shall use reasonable efforts (consistent with
     legal and regulatory restrictions) to file any certificate
     or document reasonably requested in writing by the Company
     or to change the jurisdiction of its applicable lending
     office if the making of such a filing or 
     
     43
     change would avoid
     the need for or reduce the amount of any such indemnity
     payment or additional amounts that may thereafter accrue and
     would not, in the good faith determination of such Bank (or
     Transferee), be otherwise disadvantageous to such Bank (or
     Transferee).

               (j)Nothing contained in this Section 2.17 shall
     require any Bank (or Transferee) or the Administrative Agent
     to make available any of its tax returns (or any other
     information that it deems to be confidential or
     proprietary).

     SECTION 2.18.  Certain Bank Obligations.  In the event (a)
any Bank delivers a certificate requesting compensation pursuant
to Section 2.12, (b) any Bank delivers a notice described in
Section 2.13 or (c) the Company is required to pay any additional
amount to any Bank or any Governmental Authority on account of
any Bank, pursuant to Section 2.17, the Company may require such
Bank to transfer and assign, without recourse, all of its
interests, rights and obligations under this Agreement to an
assignee which shall assume such assigned obligations (which
assignee may be another Bank, if such Bank accepts such
assignment); provided, that (i) such assignment shall not
conflict with any law, rule or regulation or order of any court
or other Governmental Authority having jurisdiction and (ii) the
Company or such assignee shall have paid to the assigning Bank in
immediately available funds an amount equal to the sum of the
principal of and interest accrued to the date of such payment on
the outstanding Loans of such Bank, plus all Facility Fees and
other amounts accrued for the account of such Bank or owed to it
hereunder (including any amounts under Section 2.12, 2.14 or
2.17); provided further, that if prior to any such transfer and
assignment the circumstances or event that resulted in such
Bank's claim for compensation under Section 2.12 or notice under
Section 2.13 or the amount paid pursuant to Section 2.17, as the
case may be, cease to cause such Bank to suffer increased costs
or reductions in amounts received or receivable or reduction in
return on capital, or cease to have the consequences specified in
Section 2.13, or cease to result in amounts being payable under
Section 2.17, as the case may be, or if such Bank shall waive its
right to claim further compensation under Section 2.12 or 2.17 in
respect of such circumstances or event or shall withdraw its
notice under Section 2.13 or in respect of such circumstances or
event, as the case may be, then such Bank shall not thereafter be
required to make any such transfer and assignment hereunder if it
has not already done so.


                           ARTICLE III


    44
                 Representations and Warranties

     The Company represents and warrants to the Administrative
Agent and the Banks that as of the Effective Date and as of the
date of each Borrowing, to the extent provided in Article IV:

               SECTION 3.1.  Organization, Corporate Powers.  (a) The
Company is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Virginia;
each Subsidiary which is not a Foreign Subsidiary is duly
organized, validly existing and in good standing, and each
Foreign Subsidiary is duly organized and validly existing, in
each case under the laws of the jurisdiction of its organization;
(b) the Company and each of its Subsidiaries (i) has the
corporate power and authority to own its property and to carry on
its business as now conducted and as proposed to be conducted and
(ii) is qualified to do business in every jurisdiction where such
qualification is necessary except where the failure so to qualify
would not have a materially adverse effect on the condition,
financial or otherwise, of the Company and the Subsidiaries taken
as a whole; and (c) the Company has the corporate power to
execute, deliver and perform this Agreement, to borrow hereunder
and to execute and deliver the Notes.

     SECTION 3.2.   Authorization.  The execution, delivery and
performance of this Agreement, the borrowings hereunder and the
execution and delivery of the Notes (a) have been duly authorized
by all requisite corporate action on the part of the Company and
(b) will not (i) violate (A) any provision of law, statute, rule
or regulation, the articles of incorporation or By-laws of the
Company or any Subsidiary, (B) any applicable order of any court
or other agency of government or (C) any indenture, any agreement
for borrowed money, any bond, note or other similar instrument or
any other material agreement to which the Company or any
Subsidiary is a party or by which the Company or any Subsidiary
or any of their respective property is bound, (ii) be in conflict
with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any such indenture,
agreement, bond, note, instrument or other material agreement or
(iii) result in the creation or imposition of any Lien of any
nature whatsoever upon any property or assets of the Company or
any Subsidiary.  This Agreement constitutes, and the Notes when
delivered hereunder will constitute, legal, valid and binding
obligations of the Company enforceable against the Company in
accordance with their respective terms.


45
     SECTION 3.3.  Governmental Approval.  No action, consent or
approval of, or registration or filing with, or any other action
by any Governmental Authority is required in connection with the
execution, delivery and performance by the Company of this
Agreement, the borrowings hereunder or the execution, delivery
and performance of the Notes.

     SECTION 3.4.  Financial Condition.  The audited Consolidated
balance sheets, and the audited Consolidated statements of
earnings and statements of cash flows for the years ended
December 31, 1995, December 31, 1994 and December 31, 1993 have
heretofore been furnished to each Bank.  Such financial
statements (including the notes thereto) (i) have been audited by
Coopers & Lybrand LLC, (ii) have been prepared in accordance with
GAAP consistently applied throughout the periods covered thereby
and (iii) present fairly (on the basis disclosed in the footnotes
to such financial statements) the Consolidated financial
condition, results of operations and cash flows as of such date
and for such periods.  The unaudited interim balance sheets of
the Company and its Subsidiaries as at the end of, and the
related unaudited interim statements of earnings and of cash
flows for, each fiscal quarterly period ended after March 31,
1996 and prior to the Effective Date have heretofore been
furnished to each Lender.  Such interim financial statements for
each such quarterly period, (i) have been prepared in accordance
with GAAP consistently applied throughout the periods covered
thereby and (ii) present fairly (on the basis disclosed in the
footnotes to such financial statements) the Consolidated
financial condition, results of operations and cash flows as of
such date and for such periods.  During the period from
December 31, 1995 to and including the Effective Date, other than
Olefins Transaction, there has been no sale, transfer or other
disposition by the Company or any of its Subsidiaries of any
material part of the business or property of the Company and its
Subsidiaries, taken as a whole, and no purchase or other
acquisition by any of them of any business or property (including
any capital stock of any other person) material in relation to
the consolidated financial condition of the Company and its
Subsidiaries, taken as a whole, in each case, which, is not
reflected in the foregoing financial statements or in the notes
thereto and has not otherwise been disclosed in writing to the
Banks on or prior to the Effective Date.

     SECTION 3.5.  No Material Adverse Change.  There has been no
material adverse change in the business, assets, condition
(financial or otherwise) or results of operations of the Company
and the Subsidiaries taken as a whole since December 31, 1995.


46
     SECTION 3.6.  Subsidiaries.  Schedule 3.6 hereto sets forth
a complete and accurate chart of all of the Subsidiaries other
than Designated Subsidiaries as of the Effective Date, showing as
of the Effective Date (as to each such Subsidiary) the
jurisdiction of its incorporation.  All of the outstanding shares
of each class of stock of each of the Subsidiaries, other than
qualifying or similar shares as may be required by law, are owned
as of the Effective Date (directly or indirectly) by the Company
and none of such shares are covered by outstanding options,
warrants, rights of conversion or purchase and similar rights as
of the Effective Date.  All the outstanding capital stock of each
of the Subsidiaries (other than the Designated Subsidiaries) (x)
has been validly issued, is fully paid and nonassessable and (y)
to the extent owned by the Company or one or more of the
Subsidiaries (other than the Designated Subsidiaries) (as shown
in Schedule 3.6) is owned free and clear of all Liens.

     SECTION 3.7.  Litigation.  Except as set forth in Schedule
3.7 hereto or in the Company's Reports on Form 10K, Form 10Q,
Form 8K or any successor forms thereto, as filed with the
Securities and Exchange Commission, there are not any actions,
suits or proceedings at law or in equity or by or before any
governmental instrumentality or other agency now pending or, to
the knowledge of the Company, threatened (and reasonably likely
to be commenced) against or affecting the Company or any of the
Subsidiaries or any property or rights of the Company or any of
the Subsidiaries as to which there is a reasonable likelihood of
an adverse determination and which, if adversely determined,
would individually or in the aggregate materially impair the
right of the Company and the Subsidiaries taken as a whole to
carry on business substantially as now being conducted or would
result in a Material Adverse Effect.

     SECTION 3.8.  Tax Returns.  The Company and each of the
Subsidiaries have filed or caused to be filed all Federal and
state tax returns and all local tax returns which, to the
knowledge of the Company, are required to be filed and have paid
or caused to be paid all taxes as shown on such returns or on any
assessment received by it or by any of them to the extent that
such taxes have become due, except taxes the validity of which is
being contested in good faith by appropriate proceedings and with
respect to which the Company or such Subsidiary, as the case may
be, shall have set aside on its books such reserves as are
required by GAAP with respect to any such tax so contested.

     SECTION 3.9.  Properties.  The Company and its Subsidiaries
have good and marketable title to, or valid leasehold interests
in, all 

47
their respective properties and assets reflected on the
consolidated balance sheet dated March 31, 1996, included in the
Financial Statements, except for such properties and assets as
have been disposed of since March 31, 1996 as no longer used or
useful in the conduct of their respective businesses or as have
been disposed of in the ordinary course of business, and all such
properties and assets are free and clear of all mortgages,
pledges, liens, charges and other encumbrances of any nature
whatsoever, except such as are not prohibited by the provisions
of Section 6.1.

     SECTION 3.10.  Employee Benefit Plans.  Each of the Company
and its ERISA Affiliates is in compliance in all material
respects with the applicable provisions of ERISA and the Code
(insofar as it relates to the Plans, the Multiemployer Plans and
related matters) and the regulations and published
interpretations thereunder.  No Reportable Event has occurred
with respect to any Plan with vested unfunded liabilities in
excess of $10,000,000 administered by the Company or any of the
ERISA Affiliates or any administrator designated by the Company
or any of its ERISA Affiliates.  The present value of all
unfunded vested liabilities under Plans administered by the
Company, its ERISA Affiliates and administrators designated by
the Company or any of its ERISA Affiliates does not exceed in the
aggregate 5% of the Consolidated Shareholders' Equity of the
Company.  Neither the Company nor any ERISA Affiliate has
incurred any Withdrawal Liability that has not been fully
satisfied and that materially adversely affects the financial
condition of the Company and its ERISA Affiliates taken as a
whole.  Neither the Company nor any ERISA Affiliate has received
any notification that any Multiemployer Plan is in reorganization
or has been terminated, within the meaning of Title IV of ERISA,
and neither the Company nor any ERISA Affiliate reasonably
expects any Multiemployer Plan to be in reorganization or to be
terminated, where such reorganization or termination has resulted
or can reasonably be expected to result in an increase in the
contributions required to be made to such Plan that would
materially and adversely affect the financial condition of the
Company and its ERISA Affiliates taken as a whole.

     SECTION 3.11.  Investment Company Act; Public Utility
Holding Company Act.  Neither the Company nor any Subsidiary is
an "investment company" as that term is defined in or is
otherwise subject to regulation under, the Investment Company Act
of 1940.  Neither the Company nor any Subsidiary is a "holding
company" as that term is defined in, or is otherwise subject to
regulation under, the Public Utility Holding Company Act of 1935.



48
     SECTION 3.12.  Federal Reserve Regulations.  Neither the
Company nor any Subsidiary is engaged principally, or as one of
its important activities, in the business of extending credit for
the purpose of purchasing or carrying any Margin Stock (within
the meaning of Regulation U), and no part of the proceeds of the
Loans hereunder will be used directly or indirectly to purchase
or carry Margin Stock or to extend credit to others for the
purpose of directly or indirectly purchasing or carrying Margin
Stock or for any purpose that would violate, or be inconsistent
with, the provisions of Regulations G, U or X.

     SECTION 3.13.  No Material Misstatements.  To the best of
the Company's knowledge, no information, report, financial
statement, exhibit or schedule furnished by or on behalf of the
Company to the Administrative Agent or any Bank in connection
with the negotiation of this Agreement or any Note or included
therein contains any misstatement of fact, or omitted or omits to
state any fact necessary to make the statements therein not
misleading, where such misstatement or omission would be material
to the interests of the Banks with respect to the Company's
performance of its obligations hereunder.

     SECTION 3.14.  Compliance with Laws.  Neither the Company
nor any of the Subsidiaries, nor any of their respective
properties or assets, is (a) in violation of, nor will the
continued operation of their properties and assets as currently
conducted violate, any law, rule, regulation or statute
(including any zoning, building, environmental and safety law,
ordinance, code or approval or any building permits) or (b) in
default with respect to any judgment, writ, injunction, decree or
order of any Governmental Authority, where such violation or
default could reasonably be expected to result in a Material
Adverse Effect.

     SECTION 3.15.  Environmental and Safety Matters.  Except as
set forth in Schedule 3.15, the Company and each Subsidiary is in
compliance in all material respects with all Federal, state,
local and other statutes, ordinances, orders, judgments, rulings
and regulations relating to environmental pollution or to
environmental regulation or control or to employee health or
safety, except where the failure to do so would not be reasonably
likely, individually or in the aggregate, to result in a Material
Adverse Effect.  Except as set forth in Schedule 3.15, neither
the Company nor any Subsidiary has received notice of any
material failure so to comply, which non-compliance neither has
been remedied nor is being contested in good faith by the Company
nor is the subject of the Company's good faith 


49
efforts to achieve
compliance.  Except as set forth in Schedule 3.15, the Company's
and the Subsidiaries' facilities do not manage any hazardous
wastes, hazardous substances, hazardous materials, toxic
substances, toxic pollutants or substances similarly denominated,
as those terms or similar terms are used in the Resource
Conservation and Recovery Act, the Comprehensive Environmental
Response Compensation and Liability Act, as amended by the
Superfund Amendment and Reauthorization Act, the Hazardous
Materials Transportation Act, the Toxic Substance Control Act,
the Clean Air Act, as amended, the Clean Water Act, the
Occupational Health and Safety Act or any other applicable law
relating to environmental pollution or employee health and
safety, in violation in any material respect of any law or any
regulations promulgated pursuant thereto, except where the
failure to do so would not reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect. 
Except as set forth in Schedule 3.15, the Company is aware of no
events, conditions or circumstances involving environmental
pollution or contamination or employee health or safety that
would be reasonably likely to result in a Material Adverse
Effect.


                           ARTICLE IV

                      Conditions of Lending

     The obligations of the Banks to make Loans hereunder are
subject to the satisfaction of the following conditions:

     SECTION 4.1.  Closing Conditions.  The obligation of the
Banks to enter into this Agreement and to make the initial Loans
shall be subject to satisfaction of the following conditions (in
form and substance acceptable to the Banks):

               (a)The Administrative Agent shall have received
     original counterparts of this Agreement executed by each of
     the parties hereto;

               (b)The Administrative Agent shall have received an
     appropriate original Committed Note for each Bank, executed
     by the Company;

               (c)The Administrative Agent shall have received an
     appropriate original Competitive Note for each Bank,
     executed by the Company;


     50
               (d)The Administrative Agent shall have received all
     documents it may reasonably request relating to the
     existence and good standing of the Company and its
     Subsidiaries, the corporate or other necessary authority for
     and the validity of this Agreement, and any other matters
     relevant thereto, all in form and substance reasonably
     satisfactory to the Administrative Agent;

               (e)  The Administrative Agent shall have received a
     certificate executed by a Financial Officer of the Company
     as of the Effective Date stating that immediately after
     giving effect to this Agreement, (i) the Company and its
     Subsidiaries on a Consolidated basis are solvent, (ii) no
     Default or Event of Default exists and (iii) the
     representations and warranties set forth in Section 3 are
     true and correct in all material respects;

               (f)The Administrative Agent shall have received a
     legal opinion of E. Whitehead Elmore, Esq., counsel for the
     Company, dated as of the Effective Date and substantially in
     the form of Schedule 4.1(f);

               (g)No material adverse change shall have occurred
     since December 31, 1995 in the condition (financial or
     otherwise), business, management or prospects of the Company
     and its Subsidiaries taken as a whole;

               (h)  The Administrative Agent shall have received, and
     in each case, approved (i) the Consolidated financial
     statements of the Company and its Subsidiaries for the
     fiscal year 1995, including balance sheets, income and cash
     flow statements audited by independent public accountants of
     recognized national standing and prepared in conformity with
     GAAP consistently applied and (ii) interim financial
     statements for the fiscal quarters ending during the period
     from the date of the most recent audited statements to the
     Effective Date.

               (i)The Administrative Agent shall have received, for
     its own account and for the accounts of the Banks, all fees
     and expenses required by this Agreement or any other Credit
     Document to be paid on or before the Effective Date; and

               (j)The Administrative Agent shall have received
     satisfactory evidence of the repayment of all loans and


     51
     obligations under the Existing Credit Agreement and the
     termination of the Commitments thereunder.

     SECTION 4.2.  Conditions to be Satisfied on Date of Each
Borrowing.  In the case of each Borrowing to be made hereunder,
including each Borrowing in which Loans are refinanced with new
Loans as contemplated by Section 2.5:

               (a)The Administrative Agent shall have received a
     notice of such Borrowing as required by Section 2.3 or 2.4,
     as the case may be.

               (b)The representations and warranties set forth in
     Article III (except, in the case of a refinancing that does
     not increase the aggregate principal amount of the Loans of
     any Bank outstanding, the representations set forth in
     Sections 3.5 and 3.7) shall be true and correct in all
     material respects on and as of the date of such Borrowing
     with the same effect as though such representations and
     warranties had been made on and as of such date, except to
     the extent that such representations and warranties
     expressly relate to an earlier date.

               (c)At the time of each such Borrowing, the Company
     shall be in compliance with all the terms and provisions set
     forth herein on its part to be observed or performed, and
     immediately after such Borrowing no Default or Event of
     Default shall have occurred and be continuing.

               (d)Each Bank that shall not have previously received
     an appropriate Note shall have received a duly executed
     Competitive Note or Committed Note, as applicable, payable
     to its order and otherwise complying with the provisions of
     Section 2.7.

Each Borrowing hereunder shall be deemed to constitute a
representation and warranty by the Company on the date of such
Borrowing as to the matters specified in paragraphs (b) and (c)
of this Section.


                            ARTICLE V

                      Affirmative Covenants

     The Company covenants and agrees with the Administrative
Agent and the Banks that, so long as this Agreement shall remain
in effect 

52
or the principal of or interest on any Loan, the
Facility Fee or any other expenses or amounts payable hereunder
shall be unpaid, unless the Required Banks shall otherwise
consent in writing, it will, and will cause each of the
Subsidiaries to:

     SECTION 5.1.  Corporate Existence; Businesses and
Properties.  Do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its corporate
existence, material rights, licenses, permits and franchises,
comply with all laws and regulations applicable to it and conduct
its business in substantially the same manner as heretofore
conducted or as at the time permitted under applicable law; at
all times maintain and preserve all property used or useful in
the conduct of its business and keep the same in good repair,
working order and condition, and from time to time make, or cause
to be made, all needful and proper repairs, renewals and
replacements thereto necessary in order that the business carried
on in connection therewith may be properly conducted at all
times; provided, however, that nothing contained in this Section
5.1(a) shall prevent the Company or any Subsidiary from ceasing
or omitting to exercise any rights, licenses, permits or
franchises (including, in the case of a Subsidiary only, the
corporate existence thereof) which in the judgment of the Company
can no longer be advantageously exercised or (b) shall prevent
the Company or any Subsidiary from selling, abandoning or
otherwise disposing of any property, the retention of which in
the judgment of the Company is inadvisable to the business of the
Company or any Subsidiary, or prevent any liquidation of any
Subsidiary or any merger or consolidation or sale thereof.

     SECTION 5.2.  Insurance.  (a) Keep its insurable properties
adequately insured at all times by financially sound and
reputable insurers; (b) maintain such other insurance, to such
extent and against such risks, including fire and other risks
insured against by extended coverage, as is customary with
companies in the same or similar businesses; (c) maintain in full
force and effect public liability insurance against claims for
personal injury or death or property damage occurring upon, in,
about or in connection with the use of any properties owned,
occupied or controlled by the Company or any Subsidiary, as the
case may be, in such amount as the Company or such Subsidiary, as
the case may be, shall reasonably deem necessary; and (d)
maintain such other insurance as may be required by law.

     SECTION 5.3.  Obligations and Taxes.  Pay all of its
Indebtedness and obligations promptly and in accordance with
their terms and pay and discharge promptly when due all taxes,
assessments 


53
and governmental charges or levies imposed upon it or
upon its income or profits or in respect of its property, before
the same shall become in default, as well as all lawful claims
for labor, materials and supplies or otherwise which, if unpaid,
might give rise to a Lien upon such properties or any part
thereof; provided, however, that neither the Company nor any of
the Subsidiaries shall be required to pay and discharge or to
cause to be paid and discharged any such tax, assessment, charge,
levy or claim so long as the validity or amount thereof shall be
contested in good faith by appropriate proceedings and the
Company or such Subsidiary, as the case may be, shall set aside
on its books such reserves as are required by generally accepted
accounting principles with respect to any such tax, assessment,
charge, levy or claim so contested.

     SECTION 5.4.  Financial Statements, Reports, etc.  In the
case of the Company, furnish directly to the Administrative Agent
and to each of the Banks:

            (a)within 120 days after the end of each fiscal year
     of the Company (being December 31 in each calendar year),
     its Consolidated balance sheets, Consolidated statements of
     income and Consolidated statements of cash flows showing the
     Consolidated financial condition of the Company and the
     Subsidiaries as of the close of such fiscal year and the
     results of its operations and the operations of the
     Subsidiaries during such year, all the foregoing
     consolidated financial statements to be audited by Coopers &
     Lybrand, independent public accountants, or other
     independent public accountants acceptable to the Required
     Banks and accompanied by an opinion of such accountant
     (which shall not be qualified in any material respect) to
     the effect that such consolidated financial statements
     fairly present the financial condition and results of
     operations of the Company and the Subsidiaries on a
     consolidated basis in accordance with GAAP;

               (b)within 60 days after the end of each of the first
     three fiscal quarters of each fiscal year, unaudited
     Consolidated balance sheets, Consolidated statements of
     income and Consolidated statements of cash flows showing the
     financial condition and results of operations of the Company
     and the Subsidiaries on a consolidated basis as of the end
     of each such quarter and for the then elapsed portion of the
     fiscal year, certified by a Financial Officer of the Company
     as presenting fairly the financial position and results of
     operations of the Company and such Subsidiaries and as
     having been prepared in 
     
     54
     accordance with GAAP (except for
     such changes therein as are approved by the independent
     accountants for the Company), in each case subject to normal
     year-end audit adjustments;

               (c)concurrently with (a) and (b) above, a certificate
     of the firm or person referred to therein (which certificate
     furnished by the independent accountants referred to in
     paragraph (a) above may be limited to the best of its
     knowledge and to accounting matters and may disclaim
     responsibility for legal interpretations) (i) certifying
     that no Default or Event of Default has occurred, or, if
     such a Default or Event of Default has occurred, specifying
     the nature and extent thereof and, in the case of the
     certificate furnished by a Financial Officer of the Company,
     specifying any corrective action taken or proposed to be
     taken with respect thereto and (ii) setting forth
     computations in reasonable detail satisfactory to the
     Administrative Agent demonstrating compliance with the
     covenant contained in Section 6.5;

               (d)promptly after the same become publicly available
     and to the extent not required to be furnished by any other
     provision of this Section 5.4, (i) copies of all proxy
     statements, financial statements and reports that the
     Company sends to its stockholders and (ii) copies of all
     regular, periodic and special reports, and all registration
     statements relating to transactions requiring a vote of
     stockholders of the Company or filed on Form S-1, S-2 or S-3
     under the Securities Act of 1933, which the Company or any
     Subsidiary files with the Securities and Exchange
     Commission, or any Governmental Authority which may be
     substituted therefor, or with any national securities
     exchange, or distributed to its shareholders, as the case
     may be; and

               (e)promptly, from time to time, such other
     information regarding the operations, business affairs and
     condition (financial or otherwise) of the Company and the
     Subsidiaries as each Bank through the Administrative Agent
     may reasonably request; provided, however, that the Company
     shall not be obligated to disclose, or to permit any
     examination which will disclose, technical knowledge or
     confidential trade information, except where appropriate
     safeguards exist that prevent dissemination of such
     information in a manner detrimental to the Company's
     competitive position.


     55

     SECTION 5.5.  Litigation and Other Notices.  Give the
Administrative Agent and each Bank prompt written notice of the
following:

               (a)any Default or Event of Default, specifying the
     nature and extent thereof and the corrective action (if any)
     proposed to be taken with respect thereto;

               (b)the filing or commencement of (or any threat or
     notice of intention of any person to file or commence where
     such filing or commencement is reasonably likely) any
     action, suit or proceeding, whether at law or in equity or
     by or before any Governmental Authority, against the Company
     or any Affiliate thereof as to which there is a reasonable
     likelihood of an adverse determination and that, if
     adversely determined, could reasonably be anticipated to
     result in Material Adverse Effect; and

               (c)any development that has resulted in, or could
     reasonably be anticipated to result in, a Material Adverse
     Effect.

     SECTION 5.6. ERISA.

               (a)Comply in all material respects with the
     applicable provisions of ERISA and the Code (insofar as it
     relates to the Plans, the Multiemployer Plans and related
     matters) and (b) furnish to the Administrative Agent and
     each Bank, (i) as soon as possible after, and in any event
     within 30 days after any Executive Officer of the Company or
     any ERISA Affiliate knows or has reason to know that, any
     Reportable Event with respect to any Plan with vested
     unfunded liabilities in excess of $10,000,000 has occurred,
     a statement of a Financial Officer setting forth details as
     to such Reportable Event and the action that the Company
     proposes to take with respect thereto, together with a copy
     of the notice, if any, of such Reportable Event given to
     PBGC, (ii) promptly after receipt thereof, a copy of any
     notice the Company or any Subsidiary may receive from PBGC
     relating to the intention of PBGC to terminate any Plan with
     vested unfunded liabilities in excess of $10,000,000 or to
     appoint a trustee to administer any such Plan, (iii) within
     10 days after the due date for filing with the PBGC pursuant
     to Section 412(n) of the Code a notice of failure to make a
     required installment or other payment with respect to a Plan
     with vested unfunded liabilities in excess of $10,000,000, a


     56
     statement of a Financial Officer setting forth details as to
     such failure and the action that the Company proposes to
     take with respect thereto, together with a copy of any such
     notice given to the PBGC, and (iv) promptly and in any event
     within 30 days after receipt thereof by the Company or any
     ERISA Affiliate from the sponsor of a Multiemployer Plan, a
     copy of each notice received by the Company or any ERISA
     Affiliate concerning (A) the imposition of Withdrawal
     Liability or (B) a determination that a Multiemployer Plan
     is, or is expected to be, terminated or in reorganization,
     both within the meaning of Title IV of ERISA.

     SECTION 5.7. Access to Premises and Records.  Maintain
financial records in accordance with GAAP, and permit
representatives of the Administrative Agent and of each Bank that
shall make a request therefor through the Agent to have access to
such financial records and the premises of the Company and each
Subsidiary at reasonable times and to make such extracts from
such records as such representatives deem necessary, and permit
any such representatives to discuss the affairs, finances and
condition of the Company or any Subsidiary with the officers
thereof and independent accountants therefor.

     SECTION 5.8. Issuance of Notes.  Forthwith upon the
effectiveness of this Agreement, the Company shall execute and
deliver to the Banks the Notes (it being agreed, however, that
this Agreement and the obligations of the Company hereunder shall
become effective as provided in Section 9.17 whether or not the
Notes shall have been delivered).


                           ARTICLE VI

                       Negative Covenants

     The Company covenants and agrees with the Administrative
Agent and the Banks that, so long as this Agreement shall remain
in effect or the principal of or interest on any Note, the
Facility Fee or any other expenses or amounts payable hereunder
shall be unpaid, unless the Required Banks otherwise consent in
writing, it will not, and it will not cause, permit or suffer any
of the Subsidiaries, directly or indirectly, to:

               SECTION 6.1. Liens, etc.  Create, incur, assume or suffer to
exist any Lien upon or with respect to any of its assets or


57
properties (including stock or other securities of any person,
including any Subsidiary) now owned or hereafter acquired or
assign or otherwise convey any right to receive income or
revenues; provided that the foregoing restrictions shall not
apply to mortgages, deeds of trust, pledges, liens, security
interests or other charges or encumbrances:

               (a)for taxes, assessments or governmental charges or
     levies on property of the Company or any Subsidiary if the
     same shall not at the time be delinquent or thereafter can
     be paid without penalty, or are being contested in good
     faith and by appropriate proceedings and with respect to
     which the Company or Subsidiary shall have set aside
     adequate reserves in accordance with GAAP with respect
     thereto;

               (b)imposed by law, such as carrier's, warehousemen's
     and mechanics' liens and other similar liens, which arise in
     the ordinary course of business with respect to obligations
     not yet due or being contested in good faith and by
     appropriate proceedings and with respect to which the
     Company or Subsidiary shall have set aside adequate reserves
     in accordance with GAAP with respect thereto;

               (c)arising out of pledges or deposits under workmen's
     compensation laws, unemployment insurance, old age pensions,
     or other social security or retirement benefits, or similar
     legislation;

               (d)other attachments, liens, charges, pledges,
     deposits, encumbrances, or other security interests
     incidental to the conduct of its business or the ownership
     of its property and assets which were not incurred in
     connection with the borrowing of money or the obtaining of
     advances or credit, and which do not in the aggregate
     materially detract from the value of its property or assets
     or materially impair the use thereof in the operation of its
     business;

               (e)Liens on the assets or properties of a Subsidiary
     in favor of the Company or another Subsidiary to secure
     Indebtedness of such Subsidiary to the Company or such other
     Subsidiary;

               (f)any Lien on property or assets of the Company or
     any Subsidiary existing on the date hereof and set forth on
     Schedule 6.1 and any Lien that replaces such an existing
     Lien; provided, 
     
     58
     however, that the principal amount of the
     Indebtedness secured by the replacing Lien does not exceed
     the principal amount of Indebtedness secured by such
     existing Lien at the time of replacement of the existing
     Lien or cover property different from the property covered
     by the existing Lien;
                 
                 
               (g)Liens on property or assets of the Company or any
     Subsidiary granted in connection with Sale and Lease-Back
     Transactions, provided that the aggregate amount of
     Attributable Debt in connection with such Sale and Lease-
     Back Transactions shall not at any time be in excess of
     $50,000,000; and

               (h)Liens other than those referred to in
     subparagraphs (a) through (g) above, provided that the
     aggregate amount of all Indebtedness that is secured or
     evidenced by Liens other than those referred to in
     subparagraphs (a) through (e) and (g) above does not at any
     time exceed an amount equal to 10% of Consolidated
     Shareholders' Equity of the Company.

     SECTION 6.2. Intentionally Omitted.

     SECTION 6.3. Compliance with Regulations G, U and X. Incur,
create or assume any Indebtedness or other liability or make any
investment, capital contribution, loan, advance or extension of
credit or take or permit to be taken any other action or permit
to exist any event permitted by this Credit Agreement but for the
provisions of this Section 6.3, if such action or event would
result in this Agreement, the Loans hereunder, the use of the
proceeds thereof or the other transactions contemplated hereby
violating or being inconsistent with Regulations G, U or X,
including without limitation the provisions of said Regulations
relating to withdrawal and substitution of collateral.

     SECTION 6.4. Mergers, Consolidations and Sales of Assets. 
Merge into or consolidate with any other person, or permit any
other person to merge into or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in
a series of transactions) all or substantially all of its assets
(whether now owned or hereafter acquired) or any capital stock of
any Subsidiary, except that (a) the Company and any Subsidiary
may purchase and sell inventory in the ordinary course of
business, (b) if at the time thereof and immediately after giving
effect thereto no Default or Event of Default shall have occurred
and be continuing (i) any wholly owned Subsidiary or any other
person may merge into the Company in a transaction in which the
Company is the surviving corporation, (ii) 

59
any wholly owned
Subsidiary may merge into or consolidate with any other wholly
owned Subsidiary in a transaction in which the surviving entity
is a wholly owned Subsidiary and no person other than the Company
or a wholly owned Subsidiary receives any consideration and (iii)
so long as (A) the Ratings of the surviving corporation are
better than or equal to the Ratings of the Company and (B) the
surviving corporation agrees in writing to assume the obligations
of the Company under this Agreement, the Company may merge into
or consolidate with any other person, (c) the Company may sell
100% of the capital stock of any Subsidiary for fair market
value, as determined in good faith by the Company's board of
directors, provided such sale does not constitute a sale of all
or substantially all of the Company's assets and (d) the Company
may sell any portion of the capital stock of any Subsidiary in
connection with the establishment of a joint venture for the
purpose of developing a product or business related to any of the
Company's existing lines of business as of the date of this
Agreement.

     SECTION 6.5.  Leverage Ratio.  Permit the Leverage Ratio at
any time to be greater than 60%.


                           ARTICLE VII

                        Events of Default

     In the case of the happening of any of the following events
(hereinafter called Events of Default):

               (a)any representation or warranty made or deemed made
     in connection with this Agreement or, with respect to the
     Company as constituted as of the Effective Date, or with the
     execution and delivery of the Notes or the borrowings
     hereunder or any statement or representation made in any
     report, certificate, financial statement or other instrument
     furnished by the Company to the Administrative Agent or the
     Banks pursuant to this Agreement or, with respect to the
     Company as constituted as of the Effective Date, shall prove
     to have been false or misleading in any respect material to
     the interests of the Banks with respect to the Company's
     performance of its obligations hereunder when made or
     delivered or when deemed made in accordance with the terms
     hereof;

               (b)default shall be made in the payment of the
     principal of or interest on any Loan or of the Facility Fee
     or any other 
     
     60
     amount due under this Agreement, when and as
     the same shall become due and payable, whether at the due
     date thereof or at a date fixed for prepayment thereof or by
     acceleration thereof or otherwise and in the case of
     interest on the Notes, the Facility Fee or such other
     amounts, except principal, such default shall continue
     unremedied for a period of 10 days;

               (c)default shall be made in the due observance or
     performance of any covenant, condition or agreement
     contained in Section 5.1 or 5.5 or in Article VI;

               (d)default shall be made in the due observance or
     performance of any other covenant, condition or agreement to
     be observed or performed by the Company or any Subsidiary
     pursuant to the terms hereof and such default shall continue
     unremedied for 30 days after written notice thereof to the
     Company by the Administrative Agent or the Required Banks;

               (e)the Company or any Subsidiary shall fail to pay
     any principal or interest, regardless of amount, due in
     respect of Indebtedness in a principal amount greater than
     $25,000,000, owing by the Company or such Subsidiary
     (whether by scheduled maturity, required prepayment,
     acceleration, demand or otherwise), and such failure shall
     continue after the applicable grace period, if any,
     specified in the agreement or instrument relating to such
     Indebtedness; or the Company or any Subsidiary shall fail to
     perform any term, covenant or agreement on its part to be
     performed under any agreement or instrument evidencing or
     securing or relating to any such Indebtedness, if the effect
     of such failure is to cause or to permit the holder or
     holders of such Indebtedness to accelerate the maturity of
     such Indebtedness;

               (f)the Company or any Subsidiary other than a
     Designated Subsidiary shall (i) voluntarily commence any
     proceeding or file any petition seeking relief under Title
     11 of the United States Code, as now constituted or
     hereafter amended, or any other Federal, state or foreign
     bankruptcy, insolvency, receivership or similar law, (ii)
     consent to the institution of, or fail to contest in a
     timely and appropriate manner, any such proceeding or the
     filing of any such petition, (iii) apply for or consent to
     the appointment of a receiver, trustee, custodian,
     sequestrator or similar official for the Company or any
     Subsidiary other than a Designated Subsidiary or for a
     substantial part of its property, (iv) file an answer
     admitting 
     
     61
     the material allegations of a petition filed
     against it in any such proceeding, (v) make a general
     assignment for the benefit of creditors, (vi) become unable,
     admit in writing its inability or fail generally to pay its
     debts as they become due or (vii) take corporate action for
     the purpose of effecting any of the foregoing;

               (g)an involuntary proceeding shall be commenced or an
     involuntary petition shall be filed in a court of competent
     jurisdiction seeking (i) relief in respect of the Company or
     any Subsidiary other than a Designated Subsidiary, or of a
     substantial part of its property, under Title 11 of the
     United States Code, as now constituted or hereafter amended,
     or any other Federal, state or foreign bankruptcy,
     insolvency or similar law, (ii) the appointment of a
     receiver, trustee, custodian, sequestrator or similar
     official for the Company or any Subsidiary other than a
     Designated Subsidiary or for a substantial part of its
     property or (iii) the winding up or liquidation of the
     Company or any Subsidiary other than a Designated
     Subsidiary; and such proceeding or petition shall continue
     undismissed for 60 days or an order or decree approving or
     ordering any of the foregoing shall continue unstayed and in
     effect for 30 days;

               (h)one or more final judgments from which no further
     appeal can be taken for the payment of money in an aggregate
     amount in excess of $25,000,000 shall be rendered against
     the Company and/or a Subsidiary, and the same shall remain
     undischarged for a period of 60 consecutive days during
     which execution shall not be effectively stayed;

               (i)(i)Reportable Event or Reportable Events, or a
     failure to make a required installment or other payment
     (within the meaning of Section 412(n)(1) of the Code) shall
     have occurred with respect to any Plan or Plans with vested
     unfunded liabilities in an aggregate amount in excess of
     $10,000,000 and, within 30 days after the reporting of such
     Reportable Event to the Administrative Agent or after the
     receipt by the Administrative Agent of the statement
     required pursuant to Section 5.6, the Administrative Agent
     shall have notified the Company in writing that (A) the
     Required Banks have made a determination that, on the basis
     of such Reportable Event or Reportable Events or the failure
     to make a required payment, there are reasonable grounds for
     the termination of such Plan or Plans by the PBGC or for the
     appointment by the appropriate 
     
     62
     United States District Court
     of a trustee to administer such Plan or Plans or for the
     imposition of a Lien in favor of such Plan or Plans (B) as a
     result thereof an Event of Default exists hereunder; or (ii)
     a trustee shall be appointed by a United States District
     Court to administer any Plan with vested unfunded
     liabilities in excess of $10,000,000; or (iii) the PBGC
     shall institute proceedings to terminate any Plan with
     vested unfunded liabilities in excess of $10,000,000;

               (j)(i)the Company or any ERISA Affiliate shall have
     been notified by the sponsor of a Multiemployer Plan that it
     has incurred Withdrawal Liability to such Multiemployer
     Plan, (ii) the Company or such ERISA Affiliate does not have
     reasonable grounds for contesting such Withdrawal Liability
     or is not in fact contesting such Withdrawal Liability in a
     timely and appropriate manner and (iii) the amount of the
     Withdrawal Liability specified in such notice, when
     aggregated with all other amounts required to be paid to
     Multiemployer Plans in connection with Withdrawal
     Liabilities (determined as of the date or dates of such
     notification), either (A) exceeds $10,000,000 or requires
     payments exceeding $2,500,000 in any year or (B) is less
     than $10,000,000 but remains unpaid 30 days after such
     payment is due;

               (k)the Company or any ERISA Affiliate shall have been
     notified by the sponsor of a Multiemployer Plan that such
     Multiemployer Plan is in reorganization or is being
     terminated, within the meaning of Title IV of ERISA, if
     solely as a result of such reorganization or termination the
     aggregate annual contributions of the Company and its ERISA
     Affiliates to all Multiemployer Plans that are then in
     reorganization or have been or are being terminated have
     been or will be increased over the amounts required to be
     contributed to such Multiemployer Plans for their most
     recently completed plan years by an amount exceeding
     $2,500,000; or

               (l)there shall have occurred a Change in Control;

then, and in every such event and at any time thereafter during
the continuance of such event, the Administrative Agent may, and
upon written request from the Required Banks shall, by notice to
the Company, take either or both of the following actions, at the
same or different times:  (i) terminate the Commitments and (ii)
declare the Loans to be forthwith due and payable, whereupon the
principal of the Loans so declared to be due and payable,
together with accrued 


63
interest thereon and any unpaid accrued
Fees and all other liabilities of the Company accrued hereunder,
shall become forthwith due and payable without presentment,
demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Company, anything contained herein
or in the Notes to the contrary notwithstanding.  Notwithstanding
the foregoing, if an Event of Default specified in paragraph (f)
or (g) above occurs with respect to the Company or any
Subsidiary, the Commitments shall automatically terminate and the
Loans then outstanding, together with accrued interest thereon
and any unpaid accrued Fees and all other liabilities of the
Company accrued hereunder, shall become immediately due and
payable, without any action by any Bank or the Administrative
Agent and without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the Notes to the contrary
notwithstanding.


                          ARTICLE VIII

                    The Administrative Agent

     In order to expedite the transactions contemplated by this
Agreement, NationsBank is hereby appointed to act as
Administrative Agent on behalf of the Banks.  Each of the Banks,
and each subsequent holder of any Note by its acceptance thereof,
hereby irrevocably authorizes the Administrative Agent to take
such actions on behalf of such Bank or holder and to exercise
such powers as are specifically delegated to the Administrative
Agent by the terms and provisions hereof, together with such
actions and powers as are reasonably incidental thereto.  The
Administrative Agent is hereby expressly authorized by the Banks,
without hereby limiting any implied authority, (a) to receive on
behalf of the Banks all payments of principal of and interest on
the Loans and all other amounts due to the Banks hereunder, and
promptly to distribute to each Bank its proper share of each
payment so received; (b) to give notice on behalf of each of the
Banks to the Company of any Event of Default specified in this
Agreement of which the Administrative Agent has actual knowledge
acquired in connection with its agency hereunder; and (c) to
distribute to each Bank copies of all notices, financial
statements and other materials delivered by the Company pursuant
to this Agreement as received by the Administrative Agent.

     Neither the Administrative Agent nor any of its directors,
officers, employees or agents shall be liable as such for any
action 

64
taken or omitted by any of them except for its or his own
gross negligence or willful misconduct, or be responsible for any
statement, warranty or representation herein or the contents of
any document delivered in connection herewith, or be required to
ascertain or to make any inquiry concerning the performance or
observance by the Company of any of the terms, conditions,
covenants or agreements contained in this Agreement.  The
Administrative Agent shall not be responsible to the Banks or the
holders of the Notes for the due execution, genuineness,
validity, enforceability or effectiveness of this Agreement, the
Notes or any other instruments or agreements.  The Administrative
Agent may deem and treat the payee of any Note as the owner
thereof for all purposes hereof until it shall have received from
the payee of such Note notice, given as provided herein, of the
transfer thereof in compliance with Section 9.4.  The
Administrative Agent shall in all cases be fully protected in
acting, or refraining from acting, in accordance with written
instructions signed by the Required Banks (or such greater
percentage of Banks as may be required hereunder) and, except as
otherwise specifically provided herein, such instructions and any
action or inaction pursuant thereto shall be binding on all the
Banks and each subsequent holder of any Note.  The Administrative
Agent shall, in the absence of knowledge to the contrary, be
entitled to rely on any instrument or document believed by it in
good faith to be genuine and correct and to have been signed or
sent by the proper person or persons.  Neither the Administrative
Agent nor any of its directors, officers, employees or agents
shall have any responsibility to the Company on account of the
failure of or delay in performance or breach by any other Bank or
the Company of any of their respective obligations hereunder or
in connection herewith.  The Administrative Agent may execute any
and all duties hereunder by or through agents or employees and
shall be entitled to rely upon the advice of legal counsel
selected by it with respect to all matters arising hereunder and
shall not be liable for any action taken or suffered in good
faith by it in accordance with the advice of such counsel.

     The Banks hereby acknowledge that the Administrative Agent
shall be under no duty to take any discretionary action permitted
to be taken by it pursuant to the provisions of this Agreement
unless it shall be requested in writing to do so by the Required
Banks.

     Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, the Administrative Agent
may resign at any time by notifying the Banks and the Company. 
Upon any such resignation, the Required Banks, with the consent
of the Company (which consent shall not be unreasonably
withheld), shall have the 

65
right to appoint a successor.  If no
successor shall have been so appointed by the Required Banks and
shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may, on behalf of the
Banks, appoint a successor Administrative Agent which shall be a
bank with an office in New York, New York, having a combined
capital and surplus of at least $500,000,000 or an Affiliate of
any such bank.  Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor bank, such
successor shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative
Agent and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder.  After the
Administrative Agent's resignation hereunder, the provisions of
this Article and Section 9.5 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by
it while it was acting as Administrative Agent.

     With respect to the Loans made by it hereunder and the Notes
issued to it, the Administrative Agent in its individual capacity
and not as Administrative Agent shall have the same rights and
powers as any other Bank and may exercise the same as though it
were not the Administrative Agent, and the Administrative Agent
and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Company or any
Subsidiary or other Affiliate thereof as if it were not the
Administrative Agent.

     Each Bank agrees (i) to reimburse the Administrative Agent,
on demand, in the amount of its pro rata share (based on its
Commitment hereunder) of any expenses incurred for the benefit of
the Banks by the Administrative Agent, including counsel fees and
compensation of agents and employees paid for services rendered
on behalf of the Banks, which shall not have been reimbursed by
the Company and (ii) to indemnify and hold harmless the
Administrative Agent and any of its directors, officers,
employees or agents, on demand, in the amount of such pro rata
share, from and against any and all liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted
against it in its capacity as the Administrative Agent or any of
them in any way relating to or arising out of this Agreement or
any action taken or omitted by it or any of them under this
Agreement, to the extent the same shall not have been reimbursed
by the Company; provided, however, that no Bank shall be liable
to the Administrative Agent or any such director, officer,
employee or agent for any 


66
portion of such liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Administrative Agent or
any of its directors, officers, employees or agents.

     Each Bank acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Bank
and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter
into this Agreement.  Each Bank also acknowledges that it will,
independently and without reliance upon the Administrative Agent
or any other Bank and based on such documents and information as
it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon
this Agreement, any related agreement or any document furnished
hereunder.


                           ARTICLE IX

                          Miscellaneous

     SECTION 9.1. Notices.  Except as otherwise expressly
provided herein, notices and other communications provided for
herein shall be in writing and shall be delivered or mailed or
sent by telecopy addressed,

          (a)  if to the Company, in all cases to it at

               330 South Fourth Street
               Richmond, Virginia 23219
               Telephone:  (804) 788-5402
               Telecopy:  (804) 788-5406

               Attention of Secretary;

               (b)if to NationsBank, either individually or in its
     capacity as Administrative Agent, in all cases to it at

               NationsBank Corporate Center
               Charlotte, North Carolina 28255
               Telephone:  (704) 386-7306
               Telecopy:  (704) 386-9923

               Attention of:  Agency Services


        67
               (c)if to Co-Agents or any other Bank, in all cases to
     it at the address listed next to its name in Schedule 2.1.

     All notices and other communications given to any party
     hereto in accordance with the provisions of this Agreement
     shall be deemed to have been given (i) on the date of
     receipt, if delivered by hand or overnight courier service
     or sent by telecopy, (ii) on the date five Business Days
     after dispatch if sent by registered or certified mail, and
     (iii) on the date of receipt, if by telephone, in each case
     addressed to such party as provided in this Section or in
     accordance with the latest unrevoked direction from such
     party.

     SECTION 9.2. No Waivers; Amendments.

               (a)No failure or delay of the Administrative Agent or
     of any Bank in exercising any power or right hereunder shall
     operate as a waiver thereof, nor shall any single or partial
     exercise of any such right or power, or any abandonment or
     discontinuance of steps to enforce such a right or power,
     preclude any other or further exercise thereof or the
     exercise of any other right or power.  The rights and
     remedies of the Administrative Agent, the Banks and holders
     of the Notes hereunder are cumulative and not exclusive of
     any rights or remedies which they would otherwise have.  No
     waiver of any provision of this Agreement or the Notes nor
     consent to any departure by the Company therefrom shall in
     any event be effective unless the same shall be permitted by
     paragraph (b) below, and then such waiver or consent shall
     be effective only in the specific instance and for the
     purpose for which given.  No notice or demand on the Company
     in any case shall entitle the Company to any other or
     further notice or demand in similar or other circumstances. 
     Each holder of any of the Notes shall be bound by any
     amendment, modification, waiver or consent authorized as
     provided herein, whether or not such Note shall have been
     marked to indicate such amendment, modification, waiver or
     consent.

               (b)Neither this Agreement nor any provision hereof
     may be amended or modified except pursuant to an agreement
     or agreements in writing entered into by the Company and the
     Required Banks; provided, however, that no such agreement
     shall (i) decrease the principal amount of, or extend the
     maturity of or the scheduled dates for the payment of
     principal of or interest on, any Loan or waive or excuse any
     such payment or any 
     
     68
     part thereof or reduce the rate of
     interest on any Loan, without the written consent of each
     holder affected thereby, (ii) increase or extend the
     Commitment or decrease the Facility Fees of any Bank without
     the written consent of each Bank, (iii) amend or modify the
     definition of "Required Banks" or the provisions of this
     Section 9.2 or Section 9.8 without the written consent of
     each Bank, or (iv) amend, modify or otherwise affect the
     rights or duties of the Administrative Agent hereunder,
     without the written consent of the Administrative Agent. 
     Each Bank and holder of any Note shall be bound by any
     modification or amendment authorized by this Section
     regardless of whether its Notes shall be marked to make
     reference thereto, and any consent by any Bank or holder of
     a Note pursuant to this Section shall bind any person
     subsequently acquiring a Note from it, whether or not such
     Note shall be so marked.

     SECTION 9.3. Right of Setoff.  If an Event of Default shall
have occurred and be continuing that in the good faith judgment
of any Bank shall materially compromise in any respect such
Bank's interest as a Bank hereunder, such Bank is hereby
authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing
by such Bank to, or for the credit or the account of, the Company
against any of and all the obligations of the Company now or
hereafter existing under this Agreement held by such Bank,
irrespective of whether or not such Bank shall have made any
demand under this Agreement and although such obligations may be
unmatured.  The rights of each Bank under this Section are in
addition to other rights and remedies (including other rights of
setoff) which such Bank may have.

     SECTION 9.4.  Successors and Assigns.

               (a)Whenever in this Agreement any of the parties
     hereto is referred to, such reference shall be deemed to
     include the permitted successors and assigns of such party;
     and all covenants, promises and agreements by or on behalf
     of the Company, the Administrative Agent or the Banks that
     are contained in this Agreement shall bind and inure to the
     benefit of their respective successors and assigns.

               (b)Each Bank may assign to one or more assignees all
     or a portion of its interests, rights and obligations under
     this Agreement (including all or a portion of its Commitment
     and the 
     
     69
     Loans at the time owing to it and the Notes held by
     it); provided, however, that (i) except in the case of an
     assignment to a Bank or an Affiliate of a Bank, each of the
     Company and the Administrative Agent must give its prior
     written consent to such assignment (which consent shall not
     be unreasonably withheld), (ii) each such assignment shall
     be of a constant, and not a varying, percentage of 50% or
     more of all the assigning Bank's rights and obligations
     under this Agreement, (iii) the amount of the Commitment of
     the assigning Bank subject to each such assignment
     (determined as of the date the Assignment and Acceptance
     with respect to such assignment is delivered to the
     Administrative Agent) shall not be less than $20,000,000
     (or, if such assigning Bank's Commitment is less than
     $20,000,000, such amount), (iv) the parties to each such
     assignment shall execute and deliver to the Administrative
     Agent an Assignment and Acceptance, together with the Note
     or Notes subject to such assignment and a processing and
     recordation fee of $3,500 and (v) the assignee, if it shall
     not be a Bank, shall deliver to the Administrative Agent an
     Administrative Questionnaire.  Upon acceptance and recording
     pursuant to paragraph (e) of this Section 9.4, from and
     after the effective date specified in each Assignment and
     Acceptance, which effective date shall be at least five
     Business Days after the execution thereof, (A) the assignee
     thereunder shall be a party hereto and, to the extent of the
     interest assigned by such Assignment and Acceptance, have
     the rights and obligations of a Bank under this Agreement
     and (B) the assigning Bank thereunder shall, to the extent
     of the interest assigned by such Assignment and Acceptance,
     be released from its obligations under this Agreement (and,
     in the case of an Assignment and Acceptance covering all or
     the remaining portion of an assigning Bank's rights and
     obligations under this Agreement, such Bank shall cease to
     be a party hereto but shall continue to be entitled to the
     benefits of Sections 2.12, 2.13, 2.17 and 9.5 (to the extent
     that such Bank's entitlement to such benefits arose out of
     such Bank's position as a Bank prior to the applicable
     assignment), as well as to any Fees accrued for its account
     and not yet paid).  Notwithstanding the foregoing, any Bank
     assigning its rights and obligations under this Agreement
     may retain any Competitive Loans made by it outstanding at
     such time, and in such case shall retain its rights
     hereunder in respect of any Loans so retained until such
     Loans have been repaid in full in accordance with this
     Agreement.


     70
               (c)By executing and delivering an Assignment and
     Acceptance, the assigning Bank thereunder and the assignee
     thereunder shall be deemed to confirm to and agree with each
     other and the other parties hereto as follows:  (i) such
     assigning Bank warrants that it is the legal and beneficial
     owner of the interest being assigned thereby, free and clear
     of any adverse claim and that its Commitment, and the
     outstanding balances of its Loans, in each case without
     giving effect to assignments thereof which have not become
     effective, are as set forth in such Assignment and
     Acceptance, (ii) except as set forth in (i) above, such
     assigning Bank makes no representation or warranty and
     assumes no responsibility with respect to any statements,
     warranties or representations made in or in connection with
     this Agreement, or the execution, legality, validity,
     enforceability, genuineness, sufficiency or value of this
     Agreement or any other instrument or document furnished
     pursuant hereto, or the financial condition of the Company
     or any Subsidiary or the performance or observance by the
     Company or any Subsidiary of any of its obligations under
     this Agreement or any other instrument or document furnished
     pursuant hereto; (iii) such assignee represents and warrants
     that it is legally authorized to enter into such Assignment
     and Acceptance; (iv) such assignee confirms that it has
     received a copy of this Agreement, together with copies of
     the most recent financial statements delivered pursuant to
     Section 5.4 and such other documents and information as it
     has deemed appropriate to make its own credit analysis and
     decision to enter into such Assignment and Acceptance; (v)
     such assignee will independently and without reliance upon
     the Administrative Agent, such assigning Bank or any other
     Bank and based on such documents and information as it shall
     deem appropriate at the time, continue to make its own
     credit decisions in taking or not taking action under this
     Agreement; (vi) such assignee appoints and authorizes the
     Administrative Agent to take such action as agent on its
     behalf and to exercise such powers under this Agreement as
     are delegated to the Administrative Agent by the terms
     hereof, together with such powers as are reasonably
     incidental thereto; and (vii) such assignee agrees that it
     will perform in accordance with their terms all the
     obligations which by the terms of this Agreement are
     required to be performed by it as a Bank.

               (d)The Administrative Agent shall maintain at one of
     its offices in Charlotte, North Carolina, a copy of each
     Assignment and Acceptance and the names and addresses of the
     Banks, and the 
     
     
     71
     Commitment of, and principal amount of the
     Loans owing to, each Bank pursuant to the terms hereof from
     time to time (the "Register").  The entries in the Register
     shall be conclusive in the absence of manifest error and the
     Company, the Administrative Agent and the Banks may treat
     each person whose name is recorded in the Register pursuant
     to the terms hereof as a Bank hereunder for all purposes of
     this Agreement.  The Register shall be available for
     inspection by the Company and any Bank at any reasonable
     time and from time to time upon reasonable prior notice.

               (e)Upon its receipt of a duly completed Assignment
     and Acceptance executed by an assigning Bank and an assignee
     together with the Note or Notes subject to such assignment,
     an Administrative Questionnaire completed in respect of the
     assignee (unless the assignee shall already be a Bank
     hereunder), the processing and recordation fee referred to
     in paragraph (b) above and, if required, the written consent
     of the Company and the Administrative Agent to  such
     assignment, the Administrative Agent shall (i) accept such
     Assignment and Acceptance, (ii) record the information
     contained therein in the Register and (iii) give prompt
     notice thereof to the Banks.  Within five Business Days
     after receipt of notice, the Company, at its own expense,
     shall execute and deliver to the Administrative Agent, in
     exchange for the surrendered Committed Note and/or
     Competitive Note (x) a new Competitive Note to the order of
     such assignee in an amount equal to the Total Commitment and
     a new Committed Note to the order of such assignee in an
     amount equal to the portion of the Commitment assumed by it
     pursuant to such Assignment and Acceptance and, (y) if the
     assigning Bank has retained a Commitment, a new Committed
     Note to the order of such assigning Bank in a principal -
     amount equal to the Commitment retained by it.  Such new
     Committed Note shall be in an aggregate principal amount
     equal to the aggregate principal amount of such surrendered
     Committed Note; such new Notes shall be dated the date of
     the surrendered Notes which they replace and shall otherwise
     be in substantially the form of Exhibit B-1 or Exhibit B-2
     hereto, as appropriate.  Canceled Notes shall be returned to
     the Company.

               (f)Each Bank may without the consent of the Company
     or the Administrative Agent sell participations to one or
     more banks or other entities in all or a portion of its
     rights and obligations under this Agreement (including all
     or a portion of its Commitment and the Loans owing to it and
     the Notes held by 
     
     72
     it); provided, however, that (i) such
     Bank's obligations under this Agreement shall remain
     unchanged, (ii) such Bank shall remain solely responsible to
     the other parties hereto for the performance of such
     obligations, (iii) the participating banks or other entities
     shall be entitled to the benefit of the cost protection
     provisions contained in Sections 2.12, 2.13 and 2.17 to the
     same extent as if they were Banks and (iv) the Company, the
     Administrative Agent and the other Banks shall continue to
     deal solely and directly with such Bank in connection with
     such Bank's rights and obligations under this Agreement, and
     such Bank shall retain the sole right to enforce the
     obligations of the Company relating to the Loans and to
     approve any amendment, modification or waiver of any
     provision of this Agreement (other than amendments,
     modifications or waivers decreasing any Fees payable
     hereunder or the amount of principal of or the rate at which
     interest is payable on the Loans, extending the final
     scheduled maturity of the Loans or any date scheduled for
     the payment of interest on the Loans or extending the
     Commitments).

               (g)Any Bank or participant may, in connection with
     any assignment or participation or proposed assignment or
     participation pursuant to this Section 9.4, disclose to the
     assignee or participant or proposed assignee or participant
     any information relating to the Company furnished to such
     Bank by or on behalf of the Company, provided that, prior to
     any such disclosure of information designated by the Company
     as confidential, each such assignee or participant or
     proposed assignee or participant shall execute an agreement
     whereby such assignee or participant shall agree (subject to
     customary exceptions) to preserve the confidentiality of
     such confidential information.  It is understood that
     confidential information relating to the Company would not
     ordinarily be provided in connection with assignments or
     participations of Competitive Loans.

               (h)Any Bank may at any time assign all or any portion
     of its rights under this Agreement and the Notes issued to
     it to a Federal Reserve Bank; provided that no such
     assignment shall release a Bank from any of its obligations
     hereunder.

     SECTION 9.5.   Expenses; Indemnity. (a) The Company agrees
to pay all reasonable out-of-pocket expenses incurred by the
Administrative Agent in connection with the preparation of this
Agreement or in connection with any amendments, modifications or
waivers of the provisions hereof (whether or not the transactions

73
hereby contemplated shall be consummated) or incurred by the
Administrative Agent or any Bank in connection with the
enforcement or protection of their rights in connection with this
Agreement or in connection with the Loans made or the Notes
issued hereunder, including the reasonable fees, charges and
disbursements of Moore & Van Allen, PLLC, counsel for the
Administrative Agent, and, in connection with any such
enforcement or protection, the reasonable fees, charges and
disbursements of any other counsel for the Administrative Agent
or any Bank.  The Company further agrees that it shall indemnify
the Banks from and hold them harmless against any documentary
taxes, assessments or charges made by any Governmental Authority
by reason of the execution and delivery of this Agreement.

     (b)  The Company agrees to indemnify the Administrative
Agent, each Bank, each of their Affiliates and each of the
foregoing persons' respective directors, officers, employees and
agents (each such person being called an "Indemnitee") against,
and to hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses, including
reasonable counsel fees, charges and disbursements, incurred by
or asserted against any Indemnitee arising out of, in any way
connected with, or as a result of (i) the execution or delivery
of this Agreement or any instrument or agreement contemplated
hereby, the arrangement or syndication of the credit facilities
provided for hereby, performance by the parties hereto of their
respective obligations hereunder or the consummation of the
transactions contemplated hereby, (ii) the use of the proceeds of
the Loans or (iii) any claim, litigation, investigation or
proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence
or wilful misconduct of such Indemnitee.

     SECTION 9.6. Survival of Agreements, Representations and
Warranties, etc.  All warranties, representations and covenants
made by the Company herein or in any certificate or other
instrument delivered by it or on its behalf in connection with
this Agreement shall be considered to have been relied upon by
the Banks and shall survive the making of the Loans herein
contemplated and the issuance and delivery to the Banks of the
Notes regardless of any investigation made by the Banks or on
their behalf and shall continue in full force and effect so long
as any amount due or to become due hereunder is outstanding and
unpaid and so long as the Commitments 

74
have not been terminated. 
All statements in any such certificate or other instrument shall
constitute representations and warranties by the Company
hereunder.

     SECTION 9.7. Governing Law.  This Agreement and the Notes
shall be construed in accordance with and governed by the laws of
the Commonwealth of Virginia.

     SECTION 9.8. Sharing of Setoffs.  If one or more Events of
Default shall occur, the holder of any Loan shall have the right,
in addition to and not in limitation of any right which any such
holder may have under applicable law or otherwise, to set off
against the unpaid balance of any Loan or Loans or participation
therein held by it any debt owing to the Company by such holder,
including, without limitation, any funds in any deposit account
maintained by the Company with such holder, and nothing in this
Agreement shall be deemed a waiver or prohibition of any Bank's
right of banker's lien or setoff.  Each holder of a Loan agrees
that, if it shall through the exercise of a right of banker's
lien, setoff, counterclaim or otherwise obtain payment (voluntary
or involuntary) in respect of any Loan or Loans as a result of
which the unpaid principal portion of its Loans shall be
proportionately less than the unpaid principal portion of the
Loans of any other Bank, it shall be deemed to have
simultaneously purchased from such other holder a participation
in the Loan held by such other holder so that the aggregate
unpaid principal amount of the Loan or Loans and participations
in Notes held by each holder shall be in the same proportion to
the aggregate unpaid principal amount of all Loans then
outstanding as the principal amount of such Loan held by it prior
to such exercise of banker's lien, setoff or counterclaim or
receipt of other payment was to the principal amount of all Loans
outstanding prior to such exercise of banker's lien, setoff or
counterclaim or receipt of other payment, and it shall promptly
remit to each such holder the amount of the participation thus
deemed to have been purchased.  The Company expressly consents to
the foregoing arrangements and agrees that any holder of a
participation in a Loan so acquired may exercise any and all
rights of banker's lien, setoff, counterclaim or otherwise with
respect to any and all moneys owing by such holder to the Company
as fully as if such holder were a holder of a Loan in the amount
of such participation.  If all or any portion of any such excess
payment is thereafter recovered from the holder which received
the same, the purchase provided for herein shall be deemed to
have been rescinded to the extent of such recovery, without
interest.


75
     SECTION 9.9. Interest Rate Limitation.  Notwithstanding
anything herein or in the Notes to the contrary, if at any time
the applicable interest rate, together with all fees and charges
which are treated as interest under applicable law (collectively
the "Charges"), as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for,
charged, received, taken or reserved by any Bank, shall exceed
the maximum lawful rate (the "Maximum Rate") which may be
contracted for, charged, taken, received or reserved by such Bank
in accordance with applicable law, the rate of interest payable
under the Notes held by such Bank, together with all Charges
payable to such Bank, shall be limited to the Maximum Rate.

     SECTION 9.10. Entire Agreement.  This Agreement constitutes
the entire contract between the parties relative to the subject
matter hereof.  Any previous agreement among the parties with
respect to the subject matter hereof is superseded by this
Agreement.  Nothing in this Agreement, expressed or implied, is
intended to confer upon any party other than the parties hereto
and thereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement.
               
               
     SECTION 9.11. Waiver of Jury Trial.  Each party hereto
hereby waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in respect of any
litigation directly or indirectly arising out of, under or in
connection with this Agreement.  Each party hereto (a) certifies
that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would
not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it and the other parties hereto
have been induced to enter into this Agreement by, among other
things, the mutual waivers and certifications in this Section
9.11.

     SECTION 9.12. Severability.  In the event any one or more of
the provisions contained in this Agreement should be held
invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable
provisions.

     SECTION 9.13. Counterparts.  This Agreement may be executed
in two or more counterparts, each of which shall constitute an
original 

76
but all of which when taken together shall constitute
but one contract, and shall become effective as provided in
Section 9.16.

     SECTION 9.14. Headings.  Article and Section headings and
the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in
interpreting, this Agreement.

     SECTION 9.15. Jurisdiction; Consent to Service of Process.

               (a)The Company hereby irrevocably and unconditionally
     submits, for itself and its property, to the nonexclusive
     jurisdiction of any Commonwealth of Virginia court or
     Federal court of the United States of America sitting in
     Virginia, and any appellate court from any thereof, in any
     action or proceeding arising out of or relating to this
     Agreement, or for recognition or enforcement of any
     judgment, and each of the parties hereto hereby irrevocably
     and unconditionally agrees that all claims in respect of any
     such action or proceeding may be heard and determined in
     such Commonwealth of Virginia court or, to the extent
     permitted by law, in such Federal court.  Each of the
     parties hereto agrees that a final judgment in any such
     action or proceeding shall be conclusive and may be enforced
     in other jurisdictions by suit on the judgment or in any
     other manner provided by law.  Nothing in this Agreement
     shall affect any right that any Bank may otherwise have to
     bring any action or proceeding relating to this Agreement
     against the Company or its properties in the courts of any
     jurisdiction.

               (b)The Company hereby irrevocably and unconditionally
     waives, to the fullest extent it may legally and effectively
     do so, any objection which it may now or hereafter have to
     the laying of venue of any suit, action or proceeding
     arising out of or relating to this Agreement in any
     Commonwealth of Virginia or Federal court.  Each of the
     parties hereto hereby irrevocably waives, to the fullest
     extent permitted by law, the defense of an inconvenient
     forum to the maintenance of such action or proceeding in any
     such court.

               (c)Each party to this Agreement irrevocably consents
     to service of process in the manner provided for notices in
     Section 9.1. Nothing in this Agreement will affect the right
     of any party to this Agreement to serve process in any other
     manner permitted by law.


 77
     SECTION 9.16. Binding Effect.  This Agreement shall become
effective when it shall have been executed by the Company and the
Administrative Agent and when the Administrative Agent shall have
received copies hereof which, when taken together, bear the
signatures of each Bank, and thereafter shall be binding upon and
inure to the benefit of the Company, the Administrative Agent and
each Bank and their respective successors and assigns, except
that the Company shall not have the right to assign or delegate
any of its rights or duties hereunder or any interest herein
without the prior consent of all the Banks.


          [Remainder of Page Intentionally Left Blank]
          
 78         
          
            IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers
as of the day and year first above written.


                              ALBEMARLE CORPORATION,

                              By:
                              Name:
                              Title:



  79

      THIS PAGE INTENTIONALLY LEFT BLANK


     80

      THIS PAGE INTENTIONALLY LEFT BLANK                              
                              
                              
     81                         
                                              Schedule 2.1
                                              to Credit Agreement

                     Lenders and Commitments

               Lender                                 Commitment
               ------                                 ------------

      THIS PAGE INTENTIONALLY LEFT BLANK


  82

      THIS PAGE INTENTIONALLY LEFT BLANK

  83

      THIS PAGE INTENTIONALLY LEFT BLANK

  84                                             
                                                     Schedule 3.7


                           Litigation

                              None.
                                                  


                                                     Schedule 4.1(f)
  85

              [LETTERHEAD OF ALBEMARLE CORPORATION]


                                             [September 24, 1996]

To the Banks party to the Credit
  Agreement referred to below and
  NationsBank, N.A., as Administrative Agent

Ladies and Gentlemen:

I am the Senior Vice President, Secretary and General Counsel of
Albemarle Corporation, a Virginia corporation (the "Company"),
and have acted in the capacity of General Counsel in connection
with the Competitive Advance and Revolving Credit Facility
Agreement dated as of September 24, 1996 (the "Credit
Agreement"), among the Company, the financial institutions listed
on Schedule 2.1 thereof (the "Banks"), and NationsBank, N.A., as
administrative agent for the Banks (in such capacity, the
"Agent").  Capitalized terms used herein but not defined herein
shall have the meanings assigned to such terms in the Credit
Agreement.  This opinion is being furnished to you at the request
of the Company pursuant to Section 4.1(f) of the Credit
Agreement.

In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of
the following documents:

                         the Credit Agreement and

                         the Notes

The documents listed above are collectively referred to herein as
the " Documents."

In addition, I have examined:  (a) such corporate records of the
Company as I have considered appropriate, including copies of the
articles of incorporation, as amended, and by-laws, as amended,
of the Company certified as in effect on the date hereof
(collectively, the "Charter Documents") and certified copies of
resolutions of the board of directors of the Company; (b)

  86
certificates from the Clerk or an Assistant Clerk of the State
Corporation Commission of the Commonwealth of Virginia confirming
the status of the Company as a corporation in good standing under
the laws of the Commonwealth of Virginia; and (c) such other
certificates, agreements and documents as I have deemed relevant
and necessary as a basis for the opinions hereinafter expressed.

In connection with the rendering of this opinion, I have assumed,
without independent investigation, the genuineness of all
signatures other than those of representatives of the Company,
the enforceability of the Documents against each party thereto
other than the Company, the legal capacity of all individuals who
have executed any of the Documents, the authenticity of all
documents submitted to me as originals, the conformity to the
original documents of all documents submitted to me as certified,
photostatic, reproduced or conformed copies of existing
agreements or other documents and the authenticity of all such
latter documents.

Based upon the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, I am of opinion
that:

               1.Each of the Company and each Subsidiary (a) is a
          corporation duly incorporated, validly existing and in
          good standing under the laws of the jurisdiction of its
          organization, (b) has the corporate power and authority
          to own its property and to carry on its business as now
          conducted and as proposed to be conducted, (c) is
          qualified to do business in every jurisdiction where
          such qualification is necessary except where the
          failure so to qualify would not have a material adverse
          effect on the condition, financial or otherwise, of the
          Company and its Subsidiaries taken as a whole and (d)
          has the corporate power to execute, deliver and perform
          its obligations under each of the Documents to which it
          is a party and, in the case of the Company, to borrow
          thereunder, as applicable, and to execute and deliver
          the Notes.

               2.The execution, delivery and performance by the Company
          of each of the Documents to which it is a party and the
          borrowings under the Credit Agreement (a) have been
          duly authorized by all requisite corporate action on
          the part of  the Company and (b) will not  (i) violate


          87
          (A) the Company's Charter Documents or (B) any
          applicable order of any Governmental Authority or (ii)
          violate, conflict with, result in a breach of or
          constitute (with due notice or lapse of time or both) a
          default under any indenture, any agreement for borrowed
          money, any bond, note or similar instrument or any
          other material agreement to which the Company or any of
          its subsidiaries or any of its property is bound or
          (iii) result in the creation or imposition of any Lien
          of any nature whatsoever upon any property or assets
          now owned or hereafter acquired of the Company or any
          of its subsidiaries.

               3.The Credit Agreement and Notes have been duly executed
          and delivered by the Company and each constitutes the
          legal, valid and binding obligation of the Company
          enforceable against the Company in accordance with its
          terms, subject to applicable bankruptcy, insolvency,
          reorganization, fraudulent conveyance, moratorium and
          similar laws affecting the rights of creditors
          generally and to general principals of equity
          (regardless of whether considered in a proceeding in
          equity or at law).

               4.The execution, delivery and performance by the Company
          of each of the Documents to which it is a party and the
          borrowings under the Credit Agreement do not and will
          not violate any provision of any law, statute, rule or
          regulation.

               5.There are no actions, suits or proceedings at law or in
          equity or by or before any Governmental Authority now
          pending or threatened against, or affecting the Company
          or any of its subsidiaries or any business, property or
          rights of any such person (a) that involve any Document
          or (b) that could reasonably be expected, individually
          or in the aggregate, to result in a Material Adverse
          Effect.

               6.No action, consent or approval of, or registration or
          filing with, or any other action by, any Governmental
          Authority is or will be required to be obtained by the
          Company in connection with the execution, delivery or
          performance of any of the Documents.

          88

               7.The Company is not (a) an "investment company" as
          defined in, and is not otherwise subject to regulation
          under, the Investment Company Act of 1940 or (b) a
          "holding company" as defined in, and is not otherwise
          subject to regulation under , the Public Utility
          Holding Company Act of 1935.

               8.Assuming that the proceeds of the Loans are used for
          the purposes set forth in the Credit Agreement, the
          making of the Loans will not violate Regulation G, U or
          X of the Board of Governors of the Federal Reserve
          System of the United States.

The opinions expressed herein are limited to the laws of the
Commonwealth of Virginia and the United States federal law.

This letter is furnished by me solely for your benefit in
connection with the transactions referred to in the Documents and
may not, without my prior written consent, be circulated to, or
relied upon by, any other person or used in any other context.

                                                                   
                            Very truly yours,



89

                                                     Schedule 6.1



                              Liens


                              None.                                    
90                              
                                                     EXHIBIT A-1


                             FORM OF

                     COMPETITIVE BID REQUEST

NationsBank, N.A.,
as Administrative Agent for the Banks
referred to below,
NationsBank Corporate Center
Charlotte, NC 28255                                        [Date]

Attention:  Jeffrey Pugh

Ladies and Gentlemen:

     The undersigned, Albemarle Corporation, a Virginia
corporation (the "Company"), refers to the Competitive Advance
and Revolving Credit Facility Agreement dated as of September 24,
1996 (as amended, modified, extended or restated from time to
time, the "Credit Agreement"), among the Company, the Banks and
Co-Agents party thereto, and NationsBank, N.A., as Administrative
Agent.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the
Credit Agreement.  The Company hereby gives you notice pursuant
to Section 2.2(b) of the Credit Agreement that it requests a
Competitive Borrowing under the Credit Agreement, and in that
connection sets forth below the terms on which such Competitive
Borrowing is requested to be made:

(A)  Interest Rate Basis.    _______    _______  _________

(B)  Date of Competitive      _______    _______  _________
     Borrowing (which is a 
     Business Day)

(C)  Interest Period and the _______    _______  _________
     last day thereof



91
(D)  Principal Amount of     _______    _______  _________
     Competitive Borrowing

     Upon acceptance of any or all of the Loans offered by the
Banks in response to this request, the Company shall be deemed to
affirm as of such date the representations and warranties made in
the Credit Agreement to the extent specified in Article IV
thereof.

                                   Very truly yours,

                                   ALBEMARLE CORPORATION,

                                                                       
                                 By: -----------------------------
                                   Title: [Responsible Officer]

Copy to:

E. Turner Coggin
NationsBank, N.A.
1111 East Main Street
4th Floor Pavilion
Richmond,  VA  23227
                                                      
                                                      
92                                                      
                                                      Exhibit A-2

                             FORM OF

                   COMPETITIVE BID INVITATION


[Name of Bank]
[Address]

                                                           [Date]
Ladies and GentLemen:

     Reference is made to the Competitive Advance and Revolving
Credit Facility Agreement dated as of September 24, 1996 (as
amended, modified, extended or restated from time to time, the
"Credit Agreement"), among Albemarle Corporation, a Virginia
corporation (the "Company"), the Banks and Co-Agents party
thereto, and NationsBank, N.A., as Administrative Agent. 
Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit
Agreement.  The Company made a Competitive Bid Request on
_______, 19___, pursuant to Section 2.3(a) of the Credit
Agreement, and in that connection you are invited to submit a
Competitive Bid by [Date]/[Time].  Your Competitive Bid must
comply with Section 2.3(b) of the Credit Agreement and the terms
set forth below on which the Competitive Bid Request was made:

(A)  Interest Rate Basis  
                          ---------------------------
(B)  Date of Competitive 
     Borrowing            
                          ---------------------------
(C)  Interest Period and the 
     Last day thereof
                          ---------------------------


93
(D)  Principal Amount of      $
     Competitive Borrowing

                               Very truly yours,

                               NATIONSBANK, N.A.,
                               as Administrative Agent,

                               by

                               Title:                                    
                               
                               

94
                                                   Exhibit A-3




                             FORM OF

                         COMPETITIVE BID


NationsBank, N.A.,
as Administrative Agent for the Banks
referred to below,
NationsBank Corporate Center
Charlotte, NC 28255

                                                           [Date]
Attention:  Jeffrey Pugh

Ladies and Gentlemen:

     The undersigned, [Name of Bank], refers to the Competitive
Advance and Revolving Credit Facility Agreement dated as of
September __, 1996 (as amended, modified, extended or restated
from time to time, the "Credit Agreement"), among Albemarle
Corporation, a Virginia corporation (the "Company"), the Banks
and Co-Agents party thereto, and NationsBank, N.A., as
Administrative Agent.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement.  The undersigned hereby makes a
Competitive Bid Request pursuant to Section 2.3(b) of the Credit
Agreement, in response to the Competitive Bid Request made by the
Company on _________, 19__, and in that connection sets forth
below the terms on which such Competitive Bid is made:

(A)  Interest Period and                                       
     last day thereof
                          ----------  ----------   -----------
(B)  Principal Amount    $           $            $           
                          ----------  ----------   -----------

95
(C)  Competitive Bid Rate                                     
     The undersigned hereby confirms that it is prepared, subject
to the conditions set forth in the Credit Agreement, to extend
credit to the Company upon acceptance by the Company of this bid
in accordance with Section 2.3(d) of the Credit Agreement.

                                   Very truly yours,

                                   [NAME OF BANK],

                                   by

                                   --------------------
                                   Title:

Copy to:

E. Turner Coggin
NationsBank, N.A.
1111 East Main Street
4th Floor Pavilion
Richmond,  VA  23227                                                      


96
                                                        EXHIBIT A-4

          FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER

                                                           [Date]


NationsBank, N.A.,
as Administrative Agent
for the Banks referred to below
NationsBank Corporate Center
Charlotte, NC 28255

Attention:  Jeffrey Pugh

Ladies and Gentlemen:

     The undersigned, Albemarle Corporation (the "Company"),
refers to the Competitive Advance and Revolving Credit Facility
Agreement dated as of September 24, 1996 (as amended, modified,
extended or restated from time to time, the "Credit Agreement"),
among the Company, the Banks and Co-Agents party thereto, and
NationsBank, N.A., as Administrative Agent.

     In accordance with Section 2.3(c) of the Credit Agreement,
we have received a summary of bids in connection with our
Competitive Bid Request dated _________ and in accordance with
Section 2.3(d) of the Credit Agreement, we hereby accept the
following bids for maturity on [date]:

Principal Amount             Fixed Rate/Margin    Bank

     $                           [%]/[+/-.%]
     $

We hereby reject the following bids:

Principal Amount             Fixed Rate/Margin    Bank

     $                           [%]/[+/-.%]
     $
     
     
97     
     The $__________ should be deposited in NationsBank, N.A.
account number [_________________] on [date].


                              Very truly yours,

                              ALBEMARLE CORPORATION,

                                                                            
                              by

                              
                              ----------------------
                              Name:
                              Title:                                     
                              
98                              
                                                    EXHIBIT A-5


                             FORM OF

                   COMMITTED BORROWING REQUEST

NationsBank, N.A.,
as Administrative Agent for the Banks
referred to below,
NationsBank Corporate Center
Charlotte, NC 28255                                        [Date]

Attention:  Jeffrey Pugh

Ladies and Gentlemen:

     The undersigned, Albemarle Corporation, a Virginia
corporation (the "Company"), refers to the Revolving Credit
Facility Agreement dated as of September 24, 1996 (as amended,
modified, extended or restated from time to time, the "Credit
Agreement"), among the company, the Banks and Co-Agents party
thereto, and NationsBank, N.A., as Administrative Agent. 
Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit
Agreement.  The Company hereby gives you notice pursuant to
Section 2.2(a) of the Credit Agreement that it requests a
Committed Borrowing under the Credit Agreement, and in that
connection sets forth below the terms on which such Committed
Borrowing is requested to be made:

(A)  Interest Rate Basis.     _______    _______  _________

(B)  Date of Committed           _______    _______  _________
     Borrowing (which is a
     Business Day)

(C)  Interest Period and the _______    _______  _________
     last day thereof



99
(D)  Principal Amount of     _______    _______  _________
     Committed Borrowing

     Upon acceptance of any or all of the Loans in response to
this request, the Company shall be deemed to affirm as of such
date the representations and warranties made in the Credit
Agreement to the extent specified in Article IV thereof.

                                   Very truly yours,

                                   ALBEMARLE CORPORATION,

                                                                        
                                   By:______________________
                                                                         
                                   Name:
                                   Title:

Copy to:

E. Turner Coggin
NationsBank, N.A.
1111 East Main Street
4th Floor Pavilion
Richmond,  VA  23227

100
                                                      EXHIBIT B-1


                    FORM OF COMPETITIVE NOTE


$[5,000,000.00]                                      Richmond,Virginia
                                                     September 24, 1996
         
     FOR VALUE RECEIVED, the undersigned, ALBEMARLE CORPORATION,
a Virginia corporation (the "Company"), hereby promises to pay to
the order of [_________] (the "Bank"), at the office of
NationsBank, N.A. (the "Agent"), at NationsBank Corporate Center,
Charlotte, North Carolina 28255, (i) on the last day of each
Interest Period as defined in the Competitive Advance and
Revolving Credit Facility Agreement dated as of September 24,
1996, among the Company, the Banks and Co-Agents party thereto,
and the Agent (as amended, modified, extended or restated from
time to time, the "Credit Agreement"), the aggregate unpaid
principal amount of all Competitive Loans made by the Bank to the
Company pursuant to Section 2.3 of the Credit Agreement to which
such Interest Period applies and (ii) on the Maturity Date (as
defined in the Credit Agreement), the lesser of the principal sum
of [____________] Dollars ($[_________]) and the aggregate unpaid
principal amount of all Competitive Loans made by the Bank to the
Company pursuant to Section 2.3 of the Credit Agreement, in
lawful money of the United States of America in immediately
available funds, and to pay interest from the date hereof on such
principal amount from time to time outstanding, in like funds, at
said office, at the rate or rates per annum and payable on the
dates determined pursuant to the Credit Agreement.

     The Company promises to pay interest, on demand, on any
overdue principal and, to the extent permitted by law, overdue
interest from their due dates at the rate or rates determined as
set forth in the Credit Agreement.

     The Company hereby waives diligence, presentment, demand,
protest and notice of any kind whatsoever.  The nonexercise by
the holder of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any
subsequent instance.


101
     All borrowings evidenced by this Competitive Note and all
payments and prepayments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the
holder hereof on the schedule attached hereto and made a part
hereof, or on a continuation thereof which shall be attached
hereto and made a part hereof, or otherwise recorded by such
holder in its internal records; provided, however, that the
failure of the holder hereof to make such a notation or any error
in such a notation shall not in any manner affect the obligations
of the Company to make payments of principal and interest in
accordance with the terms of this Competitive Note and the Credit
Agreement.

     This Competitive Note is one of the Competitive Notes
referred to in the Credit Agreement which, among other things,
contains provisions for the acceleration of the maturity hereof
upon the happening of certain events, for prepayment of the
principal hereof prior to the maturity thereof under certain
circumstances and for the amendment or waiver of certain
provisions of the Credit Agreement, all upon the terms and
conditions therein specified.  This Competitive Note shall be
construed in accordance with and governed by the laws of the
Commonwealth of Virginia and any applicable laws of the United
States of America.


                              ALBEMARLE CORPORATION,

                                                                               
                               By:______________________________
                               Name:
                               Title:                       
                               
                               
102                               
                               Loans and Payments



 Date     Amount    Interest     Interest       Payments    Unpaid     Name of
          of Loan    Rate          Period       Principal/  Principal  Person
                                                Interest    Balance of Making
                                                            Note       Notation
         --------  ----------    ----------    -----------  ---------- --------


103
                                                      EXHIBIT B-2



                     FORM OF COMMITTED NOTE


$_______________             Richmond, Virginia
                                                      
                             September 24, 1996


     FOR VALUE RECEIVED, the undersigned, ALBEMARLE CORPORATION,
a Virginia corporation (the "Company"), hereby promises to pay to
the order of _______________ (the "Bank"), at the office of
NationsBank, N.A. (the "Agent"), at NationsBank Corporate Center,
Charlotte, North Carolina 28225, on (i) the last day of each
Interest Period as defined in the Competitive Advance and
Revolving Credit Facility Agreement dated as of September 24,
1996, among the Company, the Banks and Co-Agents party thereto,
and the Agent (as amended, modified, extended or restated from
time to time, the "Credit Agreement"), the aggregate unpaid
principal amount of all Committed Loans made by the Bank to the
Company pursuant to Sections 2.2 and 2.4 of the Credit Agreement
to which such Interest Period applies and (ii) the Maturity Date,
the lesser of the principal sum of ______________ Dollars
($__________) and the aggregate unpaid principal amount of all
Committed Loans made by the Bank to the Company pursuant to
Sections 2.2 and 2.4 of the Credit Agreement, in lawful money of
the United States of America in immediately available funds, and
to pay interest from the date hereof on such principal amount
from time to time outstanding, in like funds, at said office, at
a rate or rates per annum and payable on the dates determined
pursuant to the Credit Agreement.

     The Company promises to pay interest, on demand, on any
overdue principal and, to the extent permitted by law, overdue
interest from their due dates at the rate or rates determined as
set forth in the Credit Agreement.

     The Company hereby waives diligence, presentment, demand,
protest and notice of any kind whatsoever.  The nonexercise by
the holder of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any
subsequent instance.


104
     All borrowings evidenced by this Committed Note and all
payments and prepayments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the
holder hereof on the schedule attached hereto and made a part
hereof, or on a continuation thereof which shall be attached
hereto and made a part hereof, or otherwise recorded by such
holder in its internal records; provided, however, that the
failure of the holder hereof to make such a notation or any error
in such a notation shall not in any manner affect the obligations
of the Company to make payments of principal and interest in
accordance with the terms of this Committed Note and the Credit
Agreement.

     This Committed Note is one of the Committed Notes referred
to in the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the
happening of certain events, for prepayment of the principal
hereof prior to the maturity thereof and for the amendment or
waiver of certain provisions of the Credit Agreement, all upon
the terms and conditions therein specified.  This Committed Note
shall be construed in accordance with and governed by the laws of
the Commonwealth of Virginia and any applicable laws of the
United States of America.


                                   ALBEMARLE CORPORATION

                                   By:________________________
                                   Name:
                                   Title:


105                                                        
                                                        
                                                        
Date    Amount    Type of  Interest   Payments    Unpaid     Name of           
        of Loan   Loan     Period     Principal/  Principal  Person
                                      Interest    Balance of Making
                                                  Note       Notation
- ----   --------   ------   ---------  ---------  ----------- --------          


                                                        
                                                        
106                                                        
                                                        EXHIBIT C


                             FORM OF

                    ASSIGNMENT AND ACCEPTANCE


     Reference is made to the Competitive Advance and Revolving
Credit Facility Agreement dated as of September 24, 1996, (as
amended, modified, extended or restated from time to time, the
"Credit Agreement"), among Albemarle Corporation, a Virginia
corporation (the "Company"), the Banks party hereto (the
"Banks"), NationsBank, N.A., as administrative agent for the
Banks (in such capacity, the "Agent"), and Bank of America
Illinois, The Bank of New York and The Chase Manhattan Bank, as
Co-Agents.  Terms defined in the Credit Agreement are used herein
with the same meanings.

     1.   The Assignor hereby sells and assigns, without
recourse, to the Assignee, and the Assignee hereby purchases and
assumes, without recourse, from the Assignor, effective as of the
Effective Date set forth on the following page, the interests set
forth on the following page (the "Assigned Interest") in the
Assignor's rights and obligations under the Credit Agreement,
including, without limitation, the interests set forth on the
following page in the Commitment of the Assignor on the Effective
Date and the Loans owing to the Assignor which are outstanding on
the Effective Date, together with unpaid interest accrued on the
assigned Loans to the Effective Date and the amount, if any, set
forth on the following page of the Fees accrued to the Effective
Date for the account of the Assignor.  Each of the Assignor and
the Assignee hereby makes and agrees to be bound by all the
representations, warranties and agreements set forth in Section
9.4(c) of the Credit Agreement, a copy of which has been received
by each such party.  From and after the Effective Date (i) the
Assignee shall be a party to and be bound by the provisions of
the Credit Agreement and, to the extent of the interests assigned
by this Assignment and Acceptance, have the rights and
obligations of a Bank thereunder and under the Credit Agreement
or any other document issued in connection therewith and (ii) the
Assignor shall, to the extent of the interests assigned by this
Assignment and Acceptance, relinquish its rights and be released
from its obligations under the Credit Agreement.

107
     2.   This Assignment and Acceptance is being delivered to
the Agent together with (i) the Notes evidencing the Loans
included in the Assigned Interest, (ii) if the Assignee is
organized under the laws of a jurisdiction outside the United
States, the forms prescribed by the Internal Revenue Service of
the United States certifying as to the Assignee's exemption from
withholding taxes with respect to all payments to be made to the
Assignee under the Credit Agreement or such other documents as
are necessary to indicate that all such payments are subject to
such tax at a rate reduced by an applicable tax treaty, all duly
completed and executed by such Assignee, (iii) if the Assignee is
not already a Bank under the Credit Agreement, an Administrative
Questionnaire and (iv) a processing and recordation fee of
$3,500.

     3.   This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of ____________.


108
Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
(may not be fewer than 5
Business Days after the Date
of Assignment):

      Facility   Principal Amount Assigned(and     Percentage Assigned of 
                 Identifying information as to     Facility and Commitment
                 individual Competitive Loans)     (set forth, to at least 8
                                                   decimal, as a percentage of
                                                   the Facility and the 
                                                   aggregate Commitments of all
                                                   banks thereunder
    ------------ ------------------------------   -----------------------------
    Commitment 
     Assigned     $                                    %

    Committed 
     Loans        $                                    %

    Competitive
    Loans         $                                    %

    Fees Assigned
    (if any)      $                                   %

The terms set forth above and on the preceding page are hereby agreed to:

                                          [Accepted]

- -----------------------, as Assignor    NATIONSBANK, N.A., 
                                         as Administrative Agent

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


   --------------------, as Assignee     ALBEMARLE CORPORATION,

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


109
                                                EXHIBIT D


                  ADMINISTRATIVE QUESTIONNAIRE

                      ALBEMARLE CORPORATION


Please accurately complete the following information and return
via FAX to the attention of Jeffrey Pugh at NationsBank, N.A. as
soon as possible.

FAX Number: (704) 388-9436

LEGAL NAME OF YOUR INSTITUTION TO APPEAR IN DOCUMENTATION:

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

GENERAL INFORMATION - DOMESTIC RATE LENDING OFFICE:
Institution Name:  ----------------------------
Street Address:    ----------------------------
City, State, Zip Code:---------------------------


GENERAL INFORMATION - EURODOLLAR LENDING OFFICE:
Institution Name:   --------------------------
Street Address:     --------------------------
City, State, Zip Code: ----------------------------


CREDIT CONTACTS/NOTIFICATION METHODS:
Primary Contact: ------------------
Street Address:  ------------------
City, State, Zip Code: ---------------
Phone Number:  ------------------------
FAX Number:    -----------------------

Backup Credit Contact:------------------
Street Address: ----------------------
City, State, Zip Code: --------------------
Phone Number:
FAX Number:


TAX WITHHOLDING:

110
     UNITED STATES
   Non-Resident Alien or Foreign Corporation or other Foreign
Entity
                -------YES    ----- NO
     If yes, please enclose Form 4224, 1001 or W-8.  If no,
please enclose Form W-9.
     Tax ID Number  --------------

CONTACTS/NOTIFICATION METHODS:
ADMINISTRATIVE CONTACTS BORROWINGS, PAYDOWNS, INTEREST, FEES,
ETC.

Contact:  -----------------
Street Address:-----------------
City, State, Zip Code:------------------
Phone Number: ----------------------
FAX Number:-------------------------
Telex & Answer Back: ---------------

PAYMENT INSTRUCTIONS:
Name of Bank where funds are to be transferred:
       ------------------------------------
Routing Transit/ABA number of Bank where funds are to be
transferred:  -----------------------------

Name of Account, if applicable:  ----------------------------

Account Number:----------------------------- 
Additional Information: ----------------------------



BID LOAN NOTIFICATIONS:
Contact:-------------------------
Street Address: --------------------------
City, State, Zip Code:------------------------------
Phone Number:------------------------------
Fax Number:-----------------------


MAILINGS:
Please specify who should receive financial information:

Name:----------------------
Street Address: --------------------


111
City, State, Zip Code:-------------------

It is very important that all of the above information is
accurately filled in and returned promptly.  If there is someone
other than yourself who should receive this questionnaire, please
notify us of their name and FAX number and we will FAX them a
copy of the questionnaire.  If you have any questions, please
call Jeffrey Pugh (704-386-9046) or Mary Blau (704-388-1335).