$45,000,000  
CREDIT AGREEMENT  
Dated as of  
November 13, 1996  
Among  
GENERAL HOUSEWARES CORP.,  
THE BANKS SIGNATORY HERETO,  
AND  
HARRIS TRUST AND SAVINGS BANK  
as Agent  
  
  
  
  
TABLE OF CONTENTS  
SECTION       PAGE  
SECTION 1.   THE CREDIT FACILITY  
Section 1.1.    The Revolving Credit  
SECTION 2.   GENERAL PROVISIONS APPLICABLE TO ALL LOANS  
Section 2.1.    Applicable Interest Rates  
Section 2.2.    Minimum Borrowing Amounts  
Section 2.3.    Borrowing Procedures  
Section 2.4.    Interest Periods  
Section 2.5.    Maturity of Loans  
Section 2.6.    Prepayments  
Section 2.7.    Default Rate  
Section 2.8.    The Notes  
Section 2.9.    Commitment Terminations  
Section 2.10.   Funding Indemnity  
Section 2.11.   Margin Adjustments  
SECTION 3.    FEES  
Section 3.1.     Commitment Fee  
Section 3.2.     Closing Fees  
Section 3.3.     Agent's Fees  
Section 3.4.     Letter of Credit Fees  
Section 3.5.     Transaction Charges  
SECTION 4.    PLACE AND APPLICATION OF PAYMENTS; EXTENSION OF
TERMINATION DATE  
Section 4.1.     Place and Application of Payments  
SECTION 5.    DEFINITIONS; INTERPRETATION  
Section 5.1.     Definitions  
Section 5.2.     Interpretation  
SECTION 6.    REPRESENTATIONS AND WARRANTIES  
Section 6.1.     Organization and Qualification  
Section 6.2.     Subsidiaries  
Section 6.3.     Corporate Authority and Validity of Obligations  
Section 6.4.     Not an Investment Company  
Section 6.5.     Margin Stock  
Section 6.6.     Financial Reports  
Section 6.7.     No Material Adverse Change  
Section 6.8.     Litigation  
Section 6.9.     Tax Returns  
Section 6.10.   Approvals  
Section 6.11.   Liens  
Section 6.12.   ERISA  
Section 6.13.   Material Agreements  
Section 6.14.   Compliance with Environmental Laws  
SECTION 7.    CONDITIONS PRECEDENT  
Section 7.1.     Initial Borrowing  
Section 7.2.     All Loans and Letters of Credit  
Section 7.3.     Additional Conditions to Loans (other than Refunding 
Borrowings), Letters of Credit  
Section 7.4.     Letters of Credit  
Section 7.5.     Termination of The 1994 Credit Agreement  
SECTION 8.    COVENANTS  
Section 8.1.     Corporate Existence  
Section 8.2.     Maintenance  
Section 8.3.     Taxes  
Section 8.4.     Insurance  
Section 8.5.     Financial Reports and Other Information  
Section 8.6.     Consolidated Net Worth  
Section 8.7.     Leverage Ratio  
Section 8.8.     Fixed Charge Coverage Ratio  
Section 8.9.     Minimum Current Ratio  
Section 8.10.   Distributions  
Section 8.11.   Indebtedness for Borrowed Money  
Section 8.12.   Sale and Leaseback  
Section 8.13.   Investments  
Section 8.14.   Capital Expenditures  
Section 8.15.   Mergers, Consolidations, Leases, and Sales  
Section 8.16.   ERISA  
Section 8.17.   Conduct of Business  
Section 8.18.   Liens  
Section 8.19.   Use of Proceeds; Margin Stock  
Section 8.20.   Compliance with Laws  
SECTION 9.    EVENTS OF DEFAULT AND REMEDIES  
Section 9.1.     Events of Default  
Section 9.2.     Non-Bankruptcy Defaults  
Section 9.3.     Bankruptcy Defaults  
Section 9.4.     Letters of Credit  
Section 9.5.     Expenses  
SECTION 10.  CHANGE IN CIRCUMSTANCES  
Section 10.1.   Change of Law  
Section 10.2.   Unavailability of Deposits or Inability to Ascertain, or 
Inadequacy of  
                        LIBOR  
Section 10.3.   Increased Cost and Reduced Return  
Section 10.4.   Lending Offices  
Section 10.5.   Discretion of Bank as to Manner of Funding  
SECTION 11.  THE AGENT  
Section 11.1.   Appointment and Authorization  
Section 11.2.   Agent and Affiliates  
Section 11.3.   Action by Agent  
Section 11.4.   Consultation with Experts  
Section 11.5.   Liability of Agent  
Section 11.6.   Indemnification  
Section 11.7.   Credit Decision  
Section 11.8.   Resignation of the Agent  
Section 11.9.   Payments  
SECTION 12.  MISCELLANEOUS  
Section 12.1.   Withholding Taxes  
Section 12.2.   No Waiver of Rights  
Section 12.3.   Non-Business Day  
Section 12.4.   Documentary Taxes  
Section 12.5.   Survival of Representations  
Section 12.6.   Survival of Indemnities  
Section 12.7.   Sharing of Set-Off  
Section 12.8.   Notices  
Section 12.9.   Counterparts  
Section 12.10. Successors and Assigns  
Section 12.11. Participants and Note Assignees  
Section 12.12. Assignment of Commitments by Banks  
Section 12.13. Amendments  
Section 12.14. Non-Reliance on Margin Stock  
Section 12.15. Legal Fees and Indemnification  
Section 12.18. Governing Law  
Section 12.19. Headings  
Section 12.20. Entire Agreement  
Exhibit A          Revolving Credit Note  
Exhibit B          Subsidiaries of General Housewares Corp.  
Exhibit C         Opinion of Counsel  
Exhibit D         Compliance Certificate  
Exhibit E         Funded Debt of Subsidiaries and Existing Short Term 
Indebtedness of  
                       Borrower  
Exhibit F         Liens  
Exhibit G        Guaranties  
Exhibit H        Description of First Colony and American Mayflower Debt  
  
  
  
CREDIT AGREEMENT  
To each of the Banks signatory hereto  
Ladies and Gentlemen:  
The undersigned, General Housewares Corp., a Delaware corporation (the 
"Borrower"), applies to you for your several commitments, subject to all the 
terms and conditions hereof and on the basis of the representations and 
warranties hereinafter set forth, to make a revolving credit facility (the 
"Revolving Credit") available in the form of loans or letters of credit, all 
as more fully hereinafter set forth.  Each of you is hereinafter referred to 
as a "Bank", all of you are hereinafter referred to collectively as the 
"Banks" and Harris Trust and Savings Bank in its capacity as agent hereunder 
is hereinafter referred to as the "Agent".  
  
SECTION 1.     THE CREDIT FACILITY;.  
  
Section 1.1.      The Revolving Credit;. (a) General. Subject to the terms and 
conditions hereof, the Banks agree to extend the Revolving Credit to the 
Borrower which may be availed of by the Borrower in its discretion from time 
to time to and including the Termination Date.  The Revolving Credit, subject 
to all of the terms and conditions hereof, may be utilized by the Borrower in 
the form of loans ("Loans"), letters of credit (such letters of credit, 
together with all letters of credit issued and outstanding under The 1994 
Credit Agreement which shall be deemed issued and outstanding hereunder, the 
"Letters of Credit"), all as more fully hereinafter set forth.  The maximum 
amount of the Revolving Credit which each Bank agrees to extend to the 
Borrower (which in the case of Eurocurrency Loans denominated in an 
Alternative Currency means the Original Dollar Amount thereof) shall be as set 
forth opposite its name under the heading "Revolving Credit Commitment" on the 
applicable signature page hereof (its "Revolving Credit Commitment" and 
cumulatively for all the Banks the "Revolving Credit Commitments") (subject to 
any reductions thereof pursuant to the terms hereof).  The obligations of the 
Banks hereunder are several and not joint and no Bank shall under any 
circumstances be obligated to extend credit hereunder in excess of its 
Revolving Credit Loan Commitment.  
     (b)       Loans.  Each Borrowing of Loans shall be made ratably from the 
Banks in proportion to their respective Commitments.  The Borrower may elect 
that each Borrowing of Loans be made available by means of Domestic Rate Loans 
denominated in U.S. Dollars or Eurocurrency Loans denominated either in U.S. 
Dollars or an Alternative Currency.  
     (c)       Letters of Credit.  (i) General Terms.  Subject to all of the 
terms and conditions hereof, the Revolving Credit may be availed of in the 
form of Letters of Credit, provided that the maximum Letter of Credit 
Utilization under the Revolving Credit (which in the case of Letters of Credit 
payable in an Alternative Currency means the U.S. Dollar Equivalent thereof as 
determined pursuant to Section 1.1(c)(vi) hereof) shall at no time exceed 
$10,000,000 (the "Letter of Credit Subfacility Amount").  The Letters of 
Credit shall be issued by the Agent for the pro rata account of the Banks, 
and, accordingly, each Letter of Credit shall be deemed to utilize the 
Commitments of all Banks pro rata in accord with the respective amounts 
thereof.  
     (ii)       Term.  Each Letter of Credit issued hereunder shall expire not 
later than the earlier of (i) one year from the date issued (or be cancelable 
not later than one year from the date issued) or (ii) the Termination Date.   
       (iii)       General Characteristics.  Each Letter of Credit issued 
hereunder shall be payable in U.S. dollars or an Alternative Currency, shall 
conform to the general requirements of the Agent for the issuance of 
commercial or standby letters of credit (as appropriate) as to form and 
substance and shall be a letter of credit which the Agent may lawfully issue.   
       (iv)       Applications.  At the time the Borrower requests each Letter 
of Credit to be issued (or prior to the first issuance of a Letter of Credit, 
in the case of a continuing application), it shall execute and deliver to the 
Agent an application for such Letter of Credit in the form customarily 
prescribed by the Agent for a Letter of Credit of the type requested (the 
"Applications").  In the event that the Agent is not promptly reimbursed for 
the amount of any draft drawn under a Letter of Credit issued hereunder, the 
obligation of the Borrower to reimburse it for the amount of such draft so 
paid by the Agent shall bear interest (which the Borrower hereby promises to 
pay) from and after the date such draft is paid until payment in full thereof 
(a) in the case of a draft payable in U.S. Dollars, at the rate per annum 
determined by adding 2% per annum to the Domestic Rate as from time to time in 
effect and (b) in the case of a draft payable in an Alternative Currency, at 
the rate per annum determined by adding 2% to the sum of the Overnight 
Eurocurrency Rate as from time to time in effect and the Applicable Margin for 
Eurocurrency Loans under the Revolving Credit.  Subject to the provisions 
hereof, the Borrower may request a Loan in payment of any such reimbursement 
obligation, such Loans to be evidenced by the Notes and, further, in the event 
the conditions precedent to making any such Loan are not satisfied, the 
Borrower hereby irrevocably authorizes the Banks to make a Domestic Rate Loan 
for payment of any such reimbursement obligations, any such Loan may be made 
without regard to the provisions of Section 5 hereof and the Borrower 
acknowledges and agrees, however, that the Banks shall be under no obligation 
to make any such Loan and the Banks shall incur no liability to the Borrower 
or any other Person for failing or refusing to make a Loan under this Section 
1.1(c).  This Agreement supersedes any terms of the Applications which are 
irreconcilably inconsistent with the terms hereof.  Anything containe in the 
Applications to the contrary notwithstanding the Borrower shall pay fees in 
connection with Letters of Credit as set forth in Sections 3.4 and 3.5 hereof.  
       (v)       Change in Law.  If the Agent or any Bank shall determine in 
good faith that any change in any applicable law, regulation or guideline 
(including, without limitation, Regulation D of the Board of Governors of the 
Federal Reserve System) or any new law, regulation or guideline, or any 
interpretation of any of the foregoing by any governmental authority charged 
with the administration thereof or any central bank or other fiscal, monetary 
or other authority having jurisdiction over such Bank (whether or not having 
the force of law) shall:  
       (i)       impose, modify or deem applicable any reserve, special 
deposit or similar requirements against the Letters of Credit, or the Agent's 
or such Bank's or the Borrower's liability with respect thereto; or  
       (ii)       impose on the Agent or such Bank any penalty with respect to 
the foregoing or any other condition regarding this Agreement, the 
Applications or the Letters of Credit;  
and the Agent or such Bank shall determine in good faith that the result of 
any of the foregoing is to increase the cost (whether by incurring a cost or 
adding to a cost) to the Agent or such Bank of issuing, maintaining or 
participating in the Letters of Credit hereunder (without benefit of, or 
credit for, any prorations, exemptions, credits or other offsets available 
under any such laws, regulations, guidelines or interpretations thereof), then 
the Agent or such Bank shall use its best efforts to give the Borrower prompt 
notice thereof and the Borrower shall pay on demand to the Agent or such Bank 
from time to time as specified by the Agent or such Bank such additional 
amounts as the Agent or such Bank shall reasonably determine are sufficient to 
compensate and indemnify it (computed commencing on the effective date of any 
event mentioned herein) for such increased cost.  If the Agent or a Bank makes 
such a claim for compensation, it shall provide to the Borrower a certificate 
setting forth such increased costs as a result of any event mentioned herein 
and such certificate shall be prima facie evidence as to the amount thereof.  
       (vi)       Foreign Currency Equivalency.  For all purposes of 
determining the amount of Letters of Credit hereunder, Letters of Credit 
payable in an Alternative Currency shall be converted into their U.S. Dollar 
Equivalent as of the time issued and shall be reconverted into their U.S. 
Dollar Equivalent as of the first day of each calendar quarter (and as of any 
other time the Required Banks deem appropriate), with each such 
redetermination to apply until the next determination.  
       (d)       Participation in Letters of Credit.  Each Bank shall 
participate on a pro rata basis in the Letters of Credit issued by the Agent, 
which participation shall automatically arise upon the issuance of each Letter 
of Credit.  Each Bank unconditionally agrees that in the event the Agent is 
not immediately reimbursed by the Borrower for the amount paid by it on any 
draft presented under a Letter of Credit, then in that event such Bank shall 
pay to the Agent that portion of the amount of each draft so paid by the Agent 
which is equal to the same percentage of the amount so paid as the percentage 
which its Commitment bears to the aggregate of the Commitments and in return 
such Bank shall automatically receive an equivalent percentage participation 
in the rights of the Agent to obtain reimbursement from the Borrower for the 
amount of such draft, together with interest thereon as provided for herein.  
In the event that any Bank fails to honor its obligation to reimburse the 
Agent for its pro rata share of the amount of any such draft then in that 
event (i) each other Bank shall pay to the Agent its pro rata share of the 
payment due the Agent from the defaulting Bank, (ii) the defaulting Bank shall 
have no right to participate in any recoveries from the Borrower in respect of 
such draft and (iii) all amounts to which the defaulting Bank would otherwise 
be entitled under the terms of this Agreement shall first be applied to 
reimbursing the Banks for their respective pro rata shares of the defaulting 
Bank's portion of the draft together with interest thereon at the rate 
provided for in Section 1.1(c)(iv) hereof.  Upon reimbursement to other Banks 
pursuant to clause (iii) above of the amounts advanced by them to the Agent in 
respect of the defaulting Bank's share of the draft, together with interest 
thereon, the defaulting Bank shall thereupon be entitled to its participation 
in the Agent's rights of recovery against the Borrower in respect of the draft 
paid by the Agent.  
  
SECTION 2.       GENERAL PROVISIONS APPLICABLE TO ALL LOANS;.  
  
Section 2.1.       Applicable Interest Rates;.  (a) Domestic Rate Loans.  Each 
Domestic Rate Loan made by a Bank (including Loans made pursuant to Section 
1.1(c) hereof) shall bear interest (computed on the basis of a year of 360 
days and actual days elapsed) on the unpaid principal amount thereof from the 
date such Loan is made until maturity (whether by acceleration or otherwise) 
at a rate per annum equal to the Domestic Rate from time to time in effect, 
payable on the last day of the applicable Interest Period and at maturity 
(whether by acceleration or otherwise).  
"Domestic Rate" means for any day the greater of:  
       (i)       the rate of interest announced by the Agent from time to time 
as its prime commercial rate, or equivalent, with any change in the Domestic 
Rate resulting from a change in said prime commercial rate to be effective as 
of the date of the relevant change in said prime commercial rate; and  
       (ii)       the sum of (x) the rate for that day set forth opposite the 
caption "Federal Fund (Effective)" in the daily statistical release designated 
as "Composite 3:30 P.M. Quotations for U.S. Government Securities", or any 
successor publication, published by the Federal Reserve Bank of New York or, 
if such publication shall be suspended or terminated, the arithmetic average 
of the rates quoted to the Agent as the prevailing rates per annum (rounded 
upward, if necessary, to the next higher 1/100 of 1%) bid at approximately 
10:00 A.M. (Chicago time) (or as soon thereafter as is practicable) on such 
day by two or more New York or Chicago Federal funds dealers of recognized 
standing selected by the Agent for the purchase at face value of Federal funds 
in the secondary market in an amount comparable to the principal amount owed 
to the Banks for which such rate is being determined, plus (y) 1/2 of 1% 
(0.50%).  
       (b)       Eurocurrency Loans.  (i) General.  Each Eurocurrency Loan 
made by a Bank (including Loans made pursuant to Section 1.1(c) hereof) shall 
bear interest (computed on the basis of a year of 360 days and actual days 
elapsed) on the unpaid principal amount thereof from the date such Loan is 
made until maturity (whether by acceleration or otherwise) at a rate per annum 
equal to the sum of the applicable Eurocurrency Margin plus the Adjusted 
LIBOR, payable on the last day of the applicable Interest Period and at 
maturity (whether by acceleration or otherwise), and, if the applicable 
Interest Period is longer than three months, on each day occurring every three 
months after the date such Loan is made.  
  
"Adjusted LIBOR" means, for any Borrowing of Eurocurrency Loans, a rate per 
annum determined in accordance with the following formula:  
  
       Adjusted LIBOR =                       LIBOR               
              100% - Eurocurrency Reserve Percentage  
  
"LIBOR" means, with respect to an Interest Period for a Borrowing of 
Eurocurrency Loans, (a) the LIBOR Index Rate for such Interest Period, if such 
rate is available, and (b) if the LIBOR Index Rate cannot be determined, the 
arithmetic average of the rate of interest per annum, as determined by the 
Agent (rounded upwards, if necessary, to the nearest whole multiple of 1/16 of 
1%), at which deposits of U.S. Dollars or the relevant Alternative Currency in 
immediately available and freely transferable funds are offered to the Agent 
at 11:00 a.m. (London, England time) two Business Days prior to the 
commencement of such Interest Period by major banks in the interbank market 
for a period equal to such Interest Period and in an amount approximately 
equal to the principal amount of the Eurocurrency Loan scheduled to be made by 
the Agent as part of such Borrowing.  
  
"LIBOR Index Rate" means, for any Interest Period, the rate per annum (rounded 
upwards, if necessary, to the next higher one hundred-thousandth of a 
percentage point) for deposits in U.S. Dollars or the relevant Alternative 
Currency for a period equal to such Interest Period, which appears on the 
Telerate Page 3750 as of 11:00 a.m. (London, England time) on the day two 
Business Days before the commencement of such Interest Period.  
  
"Telerate Page 3750" means the display designated as "Page 3750" on the 
Telerate Service (or such other page as may replace Page 3750 on that service 
or such other service as may be nominated by the British Bankers' Association 
as the information vendor for the purpose of displaying British Bankers' 
Association Interest Settlement Rates for deposits in U.S. Dollars or the 
relevant Alternative Currency).  
"Eurocurrency Reserve Percentage" means, for any Borrowing of Eurocurrency 
Loans, the daily average for the applicable Interest Period of the maximum 
rate at which reserves (including, without limitation, any supplemental, 
marginal and emergency reserves) are imposed during such Interest Period by 
the Board of Governors of the Federal Reserve System (or any successor) under 
Regulation D on "eurocurrency liabilities", as defined in such Board's 
Regulation D, (or in respect of any other category of liabilities that 
includes deposits by reference to which the interest rate on   
  
Eurocurrency Loans is determined or any category of extension of credit or 
other assets that include loans by non-United States offices of any Bank to 
United States residents) subject to any amendments of such reserve requirement 
by such Board or its successor, taking into account any transitional 
adjustments thereto.  For purposes of this definition, the Eurocurrency Loans 
shall be deemed to be "eurocurrency liabilities" as defined in Regulation D 
without benefit or credit for any prorations, exemptions or offsets under 
Regulation D.  
"Eurocurrency Margin" means 1.00% subject to adjustment as provided in Section 
2.11 hereof.  
       (ii)       Borrowings of Alternative Currencies.  On the date the 
Borrower requests a Borrowing of Eurocurrency Loans from the Banks in an 
Alternative Currency, as provided in Section 2.3(a) below, the Agent shall 
promptly notify each Bank of the currency in which such Borrowing is 
requested.  If a Bank determines that such Alternative Currency is not 
available to it in sufficient amount and for a sufficient term to enable it to 
make the Loan requested of it as part of such Eurocurrency Borrowing and so 
notifies the Agent no later than 2:00 p.m. (Chicago time) on the same day it 
receives notice from the Agent of such requested Loan, the Agent shall 
promptly so notify the Borrower.  If the Borrower nevertheless desires such 
Borrowing, it must notify the Agent by no later than 3:00 p.m. (Chicago time) 
on such day.  If the Agent does not receive such notice from the Borrower by 
3:00 p.m. (Chicago time), the Borrower shall automatically be deemed to have 
revoked its request of the Eurocurrency Borrowing and the Agent will promptly 
notify the Banks of such revocation.  If the Borrower does give such notice by 
3:00 p.m. (Chicago time), each Bank that did not notify the Agent by 2:00 p.m. 
(Chicago time) that the requested Alternative Currency is unavailable to it to 
fund the requested Loan shall, subject to Section 7 hereof, make its Loan in 
the Alternative Currency requested in accordance with Section 2.3(d) hereof.  
Each Bank that did so notify the Agent by 2:00 p.m. (Chicago time) that it 
would not be able to make the Loan requested from it shall, subject to Section 
7 hereof, make a Eurocurrency Loan denominated in U.S. Dollars in the amount 
of the Original Dollar Amount of, and with the same Interest Period as, the 
Eurocurrency Loan such Bank was originally requested to make.  Such 
Eurocurrency Loan denominated in U.S. Dollars shall be made by the affected 
Bank on the same day as the other Banks make their Eurocurrency Loans 
denominated in the applicable Alternative Currency as part of the relevant 
Borrowing f Eurocurrency Loans, but shall bear interest with reference to the 
Adjusted LIBOR applicable to U.S. Dollars rather than the relevant Alternative 
Currency for the applicable Interest Period and shall be made available in 
accordance with the procedures for disbursing U.S. Dollar Loans under Section 
2.3(d) hereof.  Any Loan made in an Alternative Currency shall be advanced in 
such currency, and all payments of principal and interest thereon shall be 
made in such Alternative Currency.  
       (c)       Rate Determinations.  The Agent shall determine each interest 
rate applicable to the Loans and reimbursement obligations hereunder, and its 
determination thereof shall be conclusive and binding except in the case of 
manifest error.  
  
       Section 2.2.       Minimum Borrowing Amounts;.  Each Borrowing of 
Domestic Rate Loans shall be in an amount not less than $1,000,000, or any 
larger amount that is an integral multiple of $500,000.  Each Borrowing of 
Eurocurrency Loans denominated in U.S. Dollars shall be in an amount not less 
than $3,000,000, or any larger amount that is an integral multiple of 
$1,000,000.  Each Borrowing of Eurocurrency Loans denominated in an 
Alternative Currency shall be in an amount for which the U.S. Dollar 
Equivalent is not less than $3,000,000 or any larger amount that is an 
integral multiple of the U.S. Dollar equivalent of $1,000,000 or, solely in 
the case of Refunding Borrowing for a Borrowing in an Alternative Currency, if 
less, the same amount of the Alternative Currency as the maturing Borrowing.  
  
       Section 2.3.       Borrowing Procedures;.  (a) Notice to the Agent.  
The Borrower shall give telephonic or telecopy notice to the Agent (which 
notice shall be irrevocable once given and, if by telephone, shall be promptly 
confirmed in writing) by no later than 10:00 A.M. (Chicago time) (i) on the 
date at least three (3) Business Days prior to the date of each requested 
Borrowing of Eurocurrency Loans and (ii) on the date of any requested 
Borrowing of Domestic Rate Loans.  Each such notice shall specify the date of 
the requested Borrowing (which shall be a Business Day), the amount of the 
requested Borrowing, the type of Loans to comprise such Borrowing and, if such 
Borrowing is to be comprised of Eurocurrency Loans, the Interest Period 
applicable thereto and if such Borrowing is of a Eurocurrency Loan denominated 
in an Alternative Currency, the Alternative Currency in which such Loan is to 
be denominated.  The Borrower agrees that the Agent may rely on any such 
telephonic or telecopy notice given by any person it in good faith believes is 
an Authorized Representative without the necessity of independent 
investigation and in the event any notice by such means conflicts with the 
written confirmation, such notice shall govern if the Agent has acted in 
reliance thereon.  
       (b)       Notice to the Banks.  The Agent shall give prompt telephonic, 
telex or telecopy notice to each of the Banks of any borrowing request 
received pursuant to Section 2.3(a) above and, if such notice requests the 
Banks to make Eurocurrency Loans, the Agent shall give notice to the Borrower 
and each of the Banks by like means of the interest rate applicable thereto 
(but, if such notice is given by telephone, the Agent shall confirm such rate 
in writing) promptly after the Agent has made such determination.  
       (c)       Borrower's Failure to Notify.  In the event Borrower fails to 
give notice pursuant to Section 2.3(a) above of the reborrowing of the 
principal amount of any maturing Borrowing of Loans denominated in U.S. 
Dollars and has not notified the Agent by 10:00 A.M. (Chicago time) on the day 
such Borrowing matures that it intends to repay such Borrowing, the Borrower 
shall be deemed to have requested a Borrowing of Domestic Rate Loans on such 
day in the amount of the maturing Borrowing of Loans, subject to Section 7.2 
hereof.  In the event the Borrower fails to give notice pursuant to Section 
2.3(a) above of the reborrowing of the principal amount of any maturing 
Borrowing of Loans denominated in an Alternative Currency and has not notified 
the Agent by 10:00 A.M. (Chicago time) on the day such Borrowing matures that 
it intends to repay such Borrowing, the Borrower shall be deemed to have 
required a Borrowing of Eurocurrency Loans denominated in the same currency as 
the maturing Borrowing on such day in the amount of the maturing Borrowing of 
Loans with an Interest Period of one (1) month, subject to Section 7.2 hereof.  
       (d)       Disbursement of Loans.  Not later than 11:00 A.M. (Chicago 
time) on the date of any Borrowing of Loans denominated in U.S. Dollars other 
than Domestic Rate Loans, and not later than 12 Noon (Chicago time) on the 
date of any Borrowing of Domestic Rate Loans, each Bank shall make available 
its Loan in funds immediately available in Chicago, Illinois at the principal 
office of the Agent, except to the extent such Borrowing is either a 
reborrowing, in whole or in part, of the principal amount of a maturing 
Borrowing of Loans (a "Refunding Borrowing") or a refinancing of a 
reimbursement obligation with respect to a letter of credit issued (a 
"Refinancing Borrowing"), in which case each Bank shall record the Loan made 
by it as a part of such Refunding Borrowing or Refinancing Borrowing, as the 
case may be, on its books or records or on a schedule to the appropriate Note, 
as provided in Section 2.8 hereof, and shall effect the repayment, in whole or 
in part, as appropriate, of its maturing Loan or reimbursement obligation 
through the proceeds of such new Loan.  Subject to Section 7 hereof, the Agent 
shall make the proceeds of each Borrowing available to the Borrower at the 
Agent's principal office in Chicago, Illinois.  If a Borrowing is to be 
denominated in an Alternative Currency, subject to Sections 2.1(b)(ii) and 7 
hereof, each Bank shall make available its Loan in the Alternative Currency at 
such office as the Agent has previously notified to each Bank, for delivery to 
the Borrower at the Agent's direction, in funds then customary for the 
settlement of international transactions in such currency and no later than 
such local time as is necessary for such funds to be received and transferred 
to the Borrower for same day value, except to the extent such Borrowing is a 
Refunding Borrowing or a Refinancing Borrowing, in which case each Bank shall 
record the Loan made by it as part of such Refunding Borrowing or Refinancing 
on its books and records or on a schedule to the appropriate Note as provided 
in ection 2.8 hereof, and shall effect the repayment, in whole or in part, as 
appropriate, of its maturing Loan or reimbursement obligation through the 
proceeds of such new Loan.  
  
       Section 2.4.   Interest Periods;.  As provided in Section 2.3 hereof, 
at the time of each request for the Borrowing of Loans hereunder the Borrower 
shall select an Interest Period applicable to such Loans from among the 
available options.  The term "Interest Period" means the period commencing on 
the date a Borrowing of Loans is made and ending, (a) in the case of Domestic 
Rate Loans, on the last day of the calendar quarter in which such Loan is made 
(i.e. the first to occur of March 31, June 30, September 30, and December 31 
following the date such Borrowing is made) and (b) in the case of Eurocurrency 
Loans, the date, as the Borrower may select, 1, 2, 3 or 6 months thereafter; 
provided, however, that:  
       (a)       any Interest Period for a Borrowing of Domestic Rate Loans 
commencing less than 90 days before the Termination Date shall end on the 
Termination Date;  
       (b)       with respect to any Borrowing of Eurocurrency Loans, the 
Borrower may not select an Interest Period that extends beyond the Termination 
Date;  
       (c)       whenever the last day of any Interest Period would otherwise 
be a day that is not a Business Day, the last day of such Interest Period 
shall be extended to the next succeeding Business Day, provided that, in the 
case of an Interest Period for a Borrowing of Eurocurrency Loans, if such 
extension would cause the last day of such Interest Period to occur in the 
following calendar month, the last day of such Interest Period shall be the 
immediately preceding Business Day; and  
       (d)       for purposes of determining the Interest Period for a 
Borrowing of Eurocurrency Loans, a month means a period starting on one day in 
a calendar month and ending on the numerically corresponding day in the next 
calendar month; provided, however, that if there is no numerically 
corresponding day in the month in which such an Interest Period is to end or 
if such an Interest Period begins on the last Business Day of a calendar 
month, then such Interest Period shall end on the last Business Day of the 
calendar month in which such Interest Period is to end.  
  
       Section 2.5.   Maturity of Loans;.  Each Loan shall mature and become 
due and payable by the Borrower on the last day of the Interest Period 
applicable thereto.  
  
       Section 2.6.   Prepayments;.  (a) Voluntary.  (i) Domestic Loans.  The 
Borrower shall have the privilege of prepaying without premium or penalty and 
in whole or in part (but, if in part, then:  (i) in an amount not less than 
$1,000,000 and in integral multiples of $500,000 in the case of Domestic Rate 
Loans and (ii) in an amount such that the minimum amount required for a 
Borrowing pursuant to Section 2.2 hereof remains outstanding) on any Business 
Day upon prior notice to the Agent which must be received by the Agent (which 
shall advise each Bank thereof promptly thereafter) by no later than 11:00 
a.m. on the prepayment date, such prepayment to be made by the payment of the 
principal amount to be prepaid.  
       (ii)       Eurocurrency Loans.  The Borrower may not prepay any 
Eurocurrency Loan before its maturity.  
       (iii)       Reborrowings.  Any amount paid or prepaid on the Loans 
before the Termination Date may, subject to the terms and conditions of this 
Agreement, be borrowed, repaid and borrowed again.  
       (b)       Mandatory.  Concurrently with each reduction of the 
Commitments (whether voluntarily or required) the Borrower shall prepay the 
Notes by the amount, if any, necessary so that the aggregate outstanding 
principal balance of the Notes, when taken together with the aggregate 
outstanding amounts of Letter of Credit Utilization shall not exceed the 
Commitments as so reduced, each such prepayment to be made by the payment of 
the principal amount to be prepaid and accrued interest thereon to the date 
fixed for prepayment, and in the case of Eurocurrency Loans, any compensation 
required by Section 2.10 hereof.  Additionally, in the event that outstanding 
Letter of Credit Utilization (which in the case of Letters of Credit payable 
in an Alternative Currency shall mean the U.S. Dollar Equivalent thereof as 
determined pursuant to Section 1.1(c)(vi) hereof) shall at any time exceed the 
Letter of Credit Subfacility Amount, the Borrower shall pay the amount of such 
excess to the Agent, which each such payment first to be applied to 
outstanding reimbursement obligations with respect to Letters of Credit until 
payment in full thereof with any remaining balance to be held by the Agent as 
collateral security for the obligations owing with respect to the Letters of 
Credit.  
  
       Section 2.7.       Default Rate;.  If any payment of principal on any 
Loan is not made when due (whether by acceleration or otherwise) or not repaid 
pursuant to a Refinancing Borrowing or Refunding Borrowing hereunder, such 
Loan shall bear interest (computed on the basis of a year of 360 days and 
actual days elapsed) from the date such payment was due until paid in full, 
payable on demand, at a rate per annum equal to:  
       (a)       with respect to any Domestic Rate Loan, the sum of two 
percent (2%) plus the Domestic Rate from time to time in effect;  
       (b)       with respect to any Eurocurrency Loan denominated in U.S. 
Dollars the sum of two percent (2%) plus the rate of interest in effect 
thereon at the time of such default until the end of the Interest Period 
applicable thereto and, thereafter, at a rate per annum equal to the sum of 
two percent (2%) plus the Domestic Rate from time to time in effect; and  
       (c)       with respect to any Eurocurrency Loan denominated in an 
Alternative Currency, the sum of two percent (2%) plus the rate of interest in 
effect thereon at the time of such default until the end of the Interest 
Period applicable thereto and, thereafter, at a rate per annum equal to the 
sum of the Applicable Eurocurrency Margin, plus two percent (2%) plus the 
Overnight Eurocurrency Rate.  
  
       Section 2.8.       The Notes;.  (a) Each Loan made to the Borrower by a 
Bank (including Loans made pursuant to Section 1.1(c)(iv) hereof) shall be 
evidenced by a promissory note of the Borrower in the form of Exhibit A hereto 
(individually, a "Note" and collectively, the "Notes").  Such Notes shall be 
dated the date hereof, payable to the order of each Bank and shall otherwise 
be in the form of the relevant Exhibits hereto.  
       (b)       Each Bank shall record on its books or records or on a 
schedule to the appropriate Note the amount of each Loan made by it to the 
Borrower, the Interest Period thereof, all payments of principal and interest 
and the principal balance from time to time outstanding thereon, in respect of 
any Eurocurrency Loan, the interest rate applicable thereto and the currency 
in which such Loan is made, and, in respect of any Loan, the type of such 
Loan; provided that prior to the transfer of any Note all such amounts shall 
be recorded on a schedule to such Note.  The record thereof, whether shown on 
such books or records of a Bank or on a schedule to any Note, shall be prima 
facie evidence as to all such amounts; provided, however, that the failure of 
any Bank to record any of the foregoing or any error in any such record shall 
not limit or otherwise affect the obligation of the Borrower to repay all 
Loans made to it hereunder together with accrued interest thereon.  At the 
request of any Bank and upon such Bank tendering to the Borrower the Note to 
be replaced, the Borrower shall furnish a new Note to such Bank to replace any 
outstanding Note and at such time the first notation appearing on a schedule 
on the reverse side of, or attached to, such Note shall set forth the 
aggregate unpaid principal amount of all Loans, if any, then outstanding 
thereon.  
  
       Section 2.9.       Commitment Terminations;.  The Borrower shall have 
the right at any time and from time to time, upon five (5) Business Days' 
prior written notice to the Agent, to terminate without premium or penalty, in 
whole or in part, the Commitments, any partial termination to be in an amount 
not less than $5,000,000 or any larger amount that is an integral multiple of 
$1,000,000, and to reduce ratably the respective Commitments of each Bank; 
provided that Commitments may not be reduced to an amount less than the sum of 
(a) the aggregate principal amount of Loans (which, in the case of 
Eurocurrency Loans denominated in an Alternative Currency, shall mean the 
Original Dollar Amount thereof) and (b) the Letter of Credit Utilization then 
outstanding (which in the case of Letters of Credit payable in an Alternative 
Currency shall mean the U.S. Dollar Equivalent thereof as determined pursuant 
to Section 1.1(c)(vi) hereof).  Any termination of Commitments pursuant to 
this Section 2.9 may not be reinstated.  
  
       Section 2.10.       Funding Indemnity;.  In the event any Bank shall 
incur any loss, cost or expense (including, without limitation, any loss of 
profit, and any loss, cost or expense incurred by reason of the liquidation or 
re-employment of deposits or other funds acquired by such Bank to fund or 
maintain any Eurocurrency Loan or the relending or reinvesting of such 
deposits or amounts paid or prepaid to such Bank) as a result of:  
       (a)       any payment or prepayment of a Eurocurrency Loan on a date 
other than the last day of its Interest Period,  
       (b)       any failure (because of a failure to meet the conditions of 
Section 7 or otherwise) by the Borrower to borrow a Eurocurrency Loan on the 
date specified in a notice given pursuant to Section 2.3 hereof (unless such 
notice was revoked in accordance with Section 2.1(b)(ii) in the event a Bank 
determined that the requested Alternative Currency in which such Eurocurrency 
Loan was to be made was unavailable to it),  
       (c)       any failure by the Borrower to make any payment of principal 
on any Eurocurrency Loan when due (whether by acceleration or otherwise), or  
       (d)       any acceleration of the maturity of a Eurocurrency Loan as a 
result of the occurrence of any Event of Default hereunder,  
then, upon the demand of such Bank, the Borrower shall pay to such Bank such 
amount as will reimburse such Bank for such loss, cost or expense.  If any 
Bank makes such a claim for compensation, it shall provide to the Borrower, 
with a copy to the Agent, a certificate executed by an officer of such Bank 
setting forth the amount of such loss, cost or expense in reasonable detail 
(including an explanation of the basis for and the computation of such loss, 
cost or expense) and the amounts shown on such certificate shall be 
conclusive.  
  
       Section 2.11.       Margin Adjustments.;  The applicable Eurocurrency 
Margin specified in Section 2.1(b) hereof shall be subject to quarterly 
adjustment (commencing with the fiscal quarter ending June 30, 1997) based 
upon the ratio of (a) average monthly Consolidated Funded Debt for the 
immediately preceding four fiscal quarters ended on each such fiscal quarter 
end to (b) Consolidated Income Before Interest, Taxes and Depreciation for the 
immediately preceding four fiscal quarters ended on each such fiscal quarter 
end (the "Cash Flow Ratio") as follows (the margins from time to time 
applicable to the Eurocurrency Loans being hereinafter referred to as the 
"Applicable Eurocurrency Margin"):  
  
If as of the last day of any fiscal quarter.          Applicable Eurocurrency  
                                                      Margin Shall Each Be:  
  
Level I:                                                     .625%  
Cash Flow Ratio is less than 1.75 to 1.00Level ii:                              
                      .75%  
Cash Flow Ratio is greater than or equal to 1.75 to 1.00 but less than or 
equal to 2.50 to 1Level iii:                                                  
1.00%  
Cash Flow Ratio is greater than 2.50 to 1.00 but less than or equal to 2.75 to 
1.00Level iv:                                                   1.25%  
Cash Flow Ratio is greater than 2.75 to 1.00Not later than five Business Days 
after receipt by the Agent of the financial statements and the compliance 
certificate called for by Section 8.5 hereof for the applicable quarter, the 
Agent shall determine the Cash Flow Ratio for the applicable period based on 
the information contained in such financial statements and compliance 
certificate and shall promptly notify the Borrower and the Banks of such 
determination and of any change in the Applicable Eurocurrency Margin 
resulting therefrom, any such change in the Applicable Eurocurrency Margin to 
be effective as of the date the Agent so notifies the Borrower, with such new 
Applicable Eurocurrency Margin to continue in effect until the effective date 
of the next quarterly redetermination in accordance with the foregoing.  Each 
determination of the Cash Flow Ratio and Applicable Eurocurrency Margin by the 
Agent in accordance with this Section shall be conclusive and binding on the 
Borrower and the Banks absent manifest error.  The foregoing to the contrary 
notwithstanding, in the event the Borrower shall have failed to deliver the 
financial statements for the applicable quarter within the times provided by 
Section 8.5 hereof, the highest applicable margins shall apply until delivery 
of such financial statements.  
  
SECTION 3.       FEES;.  
  
       Section 3.1.   Commitment Fee;.  The Borrower shall pay to the Agent 
for the ratable account of the Banks a commitment fee at the rate of 
one-fourth of one percent (0.25%) per annum (computed on the basis of a year 
of 360 days and the actual number of days elapsed) on the average daily Unused 
Amount of the Revolving Credit Commitments hereunder, provided however, that 
at all times during which Level IV pricing is in effect pursuant to Section 
2.11 hereof, including the times provided for by the last sentence of such 
Section the rate of the commitment fee payable pursuant hereto shall be 
increased to three-eighths of one percent (.375%) per annum computed as 
aforesaid.  Such commitment fee is payable in arrears on the last day of each 
March, June, September and December occurring after the date hereof 
(commencing December 31, 1996) and on the Termination Date, unless the 
Revolving Credit Commitments are terminated in whole on an earlier date, in 
which event the fees for the period to the date of such termination in whole 
shall be paid on the date of such termination.  
  
       Section 3.2.   Closing Fees;.  The Borrower shall pay to the Agent for 
the account of each of the Banks, the closing fees specified in the letters 
dated November 4, 1996 from the Agent to the Banks.  
  
       Section 3.3.   Agent's Fees;.  The Borrower shall from time to time pay 
the Agent for its own use and benefit such fees as the Borrower and the Agent 
have mutually agreed upon.  
  
       Section 3.4.   Letter of Credit Fees;.  (a)  Standby Letters of Credit.  
The Borrower shall pay to the Agent for the ratable account of the Banks a 
nonrefundable fee for each special purpose standby Letter of Credit issued 
hereunder equal to one percent (1%) per annum (computed on the basis of a year 
of 360 days and actual days elapsed) (or such other rate as may be agreed upon 
by the Borrower and the Banks) of the initial face amount of each standby 
Letter of Credit, such fee to be payable in U. S. Dollars in advance on the 
date of issuance of the relevant Letter of Credit and, in the event the term 
of any Letter of Credit expires or is extendible for more than one year from 
the issuance date thereof, on the date(s) occurring each year thereafter and 
such fee to be nonrefundable in the event any Letter of Credit is terminated 
or canceled prior to its expressed maturity date.  
  
       (b)   Commercial Letters of Credit.  The Borrower shall pay to the 
Agent in U. S. Dollars, for the ratable account of the Banks, a nonrefundable 
negotiation fee for each documentary commercial letter of credit issued 
hereunder in an amount equal to 1/4 of 1% of the initial face amount of such 
Letter of Credit, such fee to be payable upon issuance of such letter of 
credit.  
  
       Section 3.5.       Transaction Charges;.  The Borrower shall pay to the 
Agent for its own account such issuing and processing fees and charges as the 
Agent from time to time customarily imposes in connection with the issuance, 
negotiation and payment of letters of credit and drafts drawn thereunder, such 
fees to be paid in accord with the standard and customary practices of the 
Agent.  
  
SECTION 4.       PLACE AND APPLICATION OF PAYMENTS; EXTENSION OF
TERMINATION   
                 DATE  
       Section 4.1.       Place and Application of Payments;.  All payments of 
principal of and interest on the Loans, reimbursement obligations with respect 
to Letters of Credit and all payments of fees and all other amounts payable 
under this Agreement shall be made to the Agent by no later than 12:00 noon 
(Chicago time) (a) at the principal office of the Agent in Chicago, Illinois 
(or such other location in the State of Illinois as the Agent may designate to 
the Borrower) or (b) if such payment is to be made in an Alternative Currency, 
no later than 12:00 noon local time at the place of payment to such office as 
the Agent has previously notified the Borrower, in each case for the benefit 
of the Banks.  Any payments received after such time shall be deemed to have 
been received by the Agent on the next Business Day.  All such payments shall 
be made (i) in the case of obligations payable in U.S. Dollars, in immediately 
available funds at the place of payment or (ii) in the case of obligations 
payable in an Alternative Currency, in such Alternative Currency in funds then 
customary for the settlement of international transactions in such currency, 
in all cases, without setoff or counterclaim and without reduction for, and 
free from, any and all present or future taxes, levies, imposts, duties, fees, 
charges, deductions, withholdings, restrictions or conditions of any nature 
imposed by any government or any political subdivision or taxing authority 
thereof.  The Agent will promptly thereafter cause to be distributed like 
funds relating to the payment of principal or interest on Loans, reimbursement 
obligations with respect to Letters of Credit or fees ratably to the Banks and 
like funds relating to the payment of any other amount payable to any Bank to 
such Bank, in each case to be applied in accordance with the terms of this 
Agreement.  
Anything contained herein to the contrary notwithstanding, all payments and 
collections received in respect of the indebtedness evidenced by the Notes, 
this Credit Agreement and the other Loan Documents received, in each instance, 
by the Agent or any of the Banks after the occurrence of an Event of Default 
shall be remitted to the Agent and distributed as follows:   
       (a)       first, to the payment of any outstanding costs and expenses 
incurred by the Agent in monitoring, verifying, protecting, preserving or 
enforcing rights under the Credit Agreement or the Notes or the other Loan 
Documents and in any event including all costs and expenses of a character 
which the Borrower has agreed to pay under Sections 9.5 and 12.15 hereof (such 
funds to be retained by the Agent for its own account unless it has previously 
been reimbursed for such costs and expenses by the Banks, in which event such 
amounts shall be remitted to the Banks to reimburse them for payments 
theretofore made to the Agent);  
       (b)       second, to the payment of any outstanding interest or other 
fees or amounts due under the Notes, the Credit Agreement and the other Loan 
Documents other than for principal, ratably as among the Banks in accord with 
the amount of such interest and other fees or amounts owing each Bank;  
       (c)       third, to the payment of the principal of the Notes and 
principal amounts owing in respect of other Obligations hereunder, ratably as 
among the Banks in accord with the amount of such principal owing each Bank;  
       (d)       fourth, to the Agent to be held as collateral security for 
all undrawn outstanding Letters of Credit hereunder unless and until all such 
indebtedness, obligations and liabilities have been fully paid and satisfied 
or such Letters of Credit have been terminated or expired; and  
       (e)       fifth, to the Borrower or whoever may be lawfully entitled 
thereto.  
  
       Section 4.2.       Extension of the Revolving Credit Termination Date.  
No sooner than 60 days prior to the second anniversary date of the Closing 
Date and no later than the second anniversary of the Closing Date (and, if the 
same shall have been extended pursuant to this Section 4.2, the third 
anniversary of the Closing Date) the Borrower may request in a written notice 
to the Agent that the scheduled Termination Date then in effect be extended 
for one (1) year.  The Agent will promptly inform the Banks of such request 
and each Bank shall notify the Agent in writing within 30 days of receipt of 
such notice whether it agrees to such extension.  In the event that any Bank 
shall fail to so notify the Agent whether it agrees to such extension, such 
Bank shall be deemed to have refused to grant the requested extension.  Upon 
receipt by the Agent of the consent of all the Banks, the Borrower and the 
Banks shall enter into such documents as the Agent may deem necessary or 
appropriate to reflect such extension.  In no event shall the Termination Date 
be extended beyond December 31, 2001.  
  
SECTION 5.       DEFINITIONS; INTERPRETATION';.  
  
       Section 5.1.       Definitions;.  The following terms when used herein 
have the following meanings:  
  
"Adjusted LIBOR" is defined in Section 2.1(b) hereof.  
  
"Agent" means Harris Trust and Savings Bank and any successor pursuant to 
Section 11.8 hereof.  
  
"Agreement Accounting Principles" shall mean generally accepted principles of 
accounting in effect at the time of the preparation of the financial 
statements referred to in Section 6.6 hereof, applied in a manner consistent 
with that used in preparing such statements.  
  
"Alternative Currency" means each of Canadian Dollars, British Pounds 
Sterling, Japanese Yen or German Deutschmarks, so long as such currency is 
freely transferable and freely convertible into U.S. Dollars.  
  
"Applicable Eurocurrency Margin" is defined in Section 2.11 hereof.  
  
"Authorized Representative" means any of the persons shown on the list of 
officers provided by the Borrower pursuant to Section 7.1(c) hereof, or any 
other person shown on any updated such list provided by the Borrower to the 
Agent, or any further or different officer(s) or employee(s) of the Borrower 
so named by any Authorized Representative of the Borrower in a written notice 
to the Agent.  
  
"Bank" means each bank signatory hereto.  
  
"Borrower" means General Housewares Corp., a Delaware corporation.  
  
"Borrowing" means the total of Loans of a single type made by one or more 
Banks to the Borrower on a single date and for a single Interest Period and if 
such Loans are Eurocurrency Loans, denominated in the same currency.  
Borrowings of Loans are made ratably from each of the Banks according to their 
Commitments.  
  
"Business Day" means any day other than a Saturday or Sunday on which Banks 
are not authorized or required to close in Chicago, Illinois or New York, New 
York and, if the applicable Business Day relates to the borrowing or payment 
of a Eurocurrency Loan, on which banks are dealing in United States Dollar 
deposits or the relevant Alternative Currency in the interbank market in 
London, England and Nassau, Bahamas and, if the applicable Business Day 
relates to a borrowing or payment of a Eurocurrency Loan denominated in an 
Alternative Currency, on which banks and foreign exchange markets are open for 
business in the city where disbursements of or payments on such Loans are to 
be made.  
  
"Capital Lease" of a Person means at any date any lease of Property by such 
Person as lessee which would be capitalized on a balance sheet of such Person 
prepared in accordance with Agreement Accounting Principles.  
  
"Capitalized Lease Obligations" of a Person means the amount of the 
obligations of such Person under Capitalized Leases which would be shown as a 
liability on a balance sheet of such Person, prepared in accordance with 
Agreement Accounting Principles.  
  
"Cash Flow Ratio" is defined in Section 2.11 hereof.  
  
"Closing Date" shall mean November 13, 1996.  
  
"Code" means the Internal Revenue Code of 1986, as amended.  
  
"Commitments" shall mean the Revolving Credit Commitments.  
  
"Consolidated Current Assets" means the consolidated current assets of the 
Borrower and its Consolidated Subsidiaries determined in accordance with 
Agreement Accounting Principles.  
  
"Consolidated Current Liabilities" means the consolidated current liabilities 
of the Borrower and its Consolidated Subsidiaries determined in accordance 
with Agreement Accounting Principles.  
  
"Consolidated Funded Debt" means Funded Debt of the Borrower and its 
Subsidiaries on a consolidated basis without duplication.  
  
"Consolidated Income Before Interest, Taxes and Depreciation" means, for any 
fiscal quarter, Consolidated Income Before Interest, Taxes, Depreciation and 
Rentals less all payments during such fiscal quarter pursuant to all operating 
leases, determined on a consolidated basis for the Borrower and the 
Consolidated Subsidiaries in accordance with Agreement Accounting Principles.  
  
"Consolidated Income Before Interest, Taxes, Depreciation and Rentals" means, 
for any fiscal quarter, the sum of (i) earnings before income taxes for such 
fiscal quarter, plus (ii) Interest Expense for such fiscal quarter plus (iii) 
all charges for depreciation of fixed assets and amortization of Intangible 
Assets for such fiscal quarter plus (iv) payments during such fiscal quarter 
pursuant to all operating leases determined on a consolidated basis for the 
Borrower and the Consolidated Subsidiaries in accordance with Agreement 
Accounting Principles.  
  
"Consolidated Net Earnings" for any period means the consolidated net income 
of the Borrower and its Consolidated Subsidiaries accrued during such period 
as computed on a consolidated basis in accordance with Agreement Accounting 
Principles, and, without limiting the foregoing, after deduction from gross 
income of all charges and reserves, including charges and reserves for all 
taxes on or measured by income, but excluding any profits or losses on the 
sale or other disposition not in the ordinary course of business of fixed or 
capital assets or on the acquisition, retirement, sale or other disposition of 
stock or securities of the Borrower and its Consolidated Subsidiaries, and 
also excluding taxes on such profits and any tax deductions or credits on 
account of any such losses.  
  
"Consolidated Subsidiary" means any Subsidiary or other entity whose accounts 
are required to be consolidated with those of the Borrower in accordance with 
Agreement Accounting Principles.  
  
"Consolidated Net Worth" means, as of the date of any determination thereof, 
the total stockholders equity of the Borrower and its Consolidated 
Subsidiaries, determined in accordance with Agreement Accounting Principles.  
  
"Controlled Group" has the same meaning as in Section 414(b) of the Code.  
  
"Current Assets" shall mean current assets as defined in accordance with 
Agreement Accounting Principles.  
  
"Current Debt" means any obligation for borrowed money payable one year or 
less from the date of the creation of such obligation.  
  
"Current Liabilities" shall mean current liabilities as defined in accordance 
with Agreement Accounting Principles.  
  
"Default" means any event or condition the occurrence of which would, with the 
passage of time or the giving of notice, or both, constitute an Event of 
Default.  
  
"Domestic Rate" is defined in Section 2.1(a) hereof.  
  
"Domestic Rate Loan" means a Loan bearing interest at the rate specified in 
Section 2.1(a) hereof.  
  
"Earnings Available For Fixed Charges" for any period shall mean the sum of 
(a) Consolidated Net Earnings for such period plus (to the extent deducted in 
determining such Consolidated Net Earnings), (b) all provisions for any 
Federal, state or other income taxes made by the Company and its Consolidated 
Subsidiaries during such period and (c) Fixed Charges during such period.  
  
"ERISA" is defined in Section 6.12 hereof.  
  
"Eurocurrency Loan" means a Loan bearing interest at the rate specified in 
Section 2.1(b) hereof and shall also include eurodollar loans outstanding as 
of the date hereof and made pursuant to The 1994 Credit Agreement.  
  
"Eurocurrency Margin" is defined in Section 2.1(b) hereof.  
  
"Eurocurrency Reserve Percentage" is defined in Section 2.1(b) hereof.  
  
"Event of Default" means any of the events or circumstances specified in 
Section 9.1 hereof.  
  
"Federal Funds Rate" is defined in Section 11.9 hereof.  
  
"Fixed Charge Coverage Ratio" is defined in Section 8.8 hereof.  
  
"Fixed Charges" for any period shall mean on a consolidated basis the sum of 
(a) All Rentals (excluding Capitalized Lease Obligations) payable by the 
Borrower and its Consolidated Subsidiaries plus (b) all Consolidated Interest 
Expense (including the interest component of all Capitalized Lease 
Obligations) of the Borrower and its Consolidated Subsidiaries.  
  
"Fixed Rate Loans" means the Eurocurrency Loans.  
  
"Funded Debt" of any Person shall mean (a) all Indebtedness of such Person for 
borrowed money (including, without limitation, the Obligations hereunder) or 
which has been incurred in connection with the acquisition of assets in each 
case having a final maturity of one or more than one year from the date of 
origin thereof (or which is renewable or extendible at the option of the 
obligor for a period or periods more than one year from the date of origin), 
including all payments in respect thereof that are required to be made within 
one year from the date of any determination of Funded Debt, whether or not the 
obligation to make such payments shall constitute a current liability of the 
obligor under Agreement Accounting Principles, (b) all Capitalized Lease 
Obligations of such Person, and (c) all Guaranties by such Person of Funded 
Debt of others.  
  
"Gangelhoff Note" means the 12% Subordinated Note, due 2000 dated December 29, 
1988 of General Housewares Corp. payable to Ronald J. Gangelhoff in the face 
principal amount of $5,000,000.  
  
"Guaranties" of a Person means any agreement by which such Person assumes, 
guarantees, endorses, contingently agrees to purchase or provide funds for the 
payment of, or otherwise becomes liable upon, the obligation of any other 
Person, or agrees to maintain the net worth or working capital or other 
financial condition of any other Person or otherwise assures any creditor of 
such other Person against loss, including, without limitation, any comfort 
letter, operating agreement, take-or-pay contract or letter of credit but 
excluding customary indemnities by any Persons with respect to products sold 
by it in the ordinary course of business.  
  
"Indebtedness" of any Person shall mean and include all obligations of such 
Person which in accordance with Agreement Accounting Principles shall be 
classified upon a balance sheet of such Person as liabilities of such Person, 
and in any event shall include all (a) obligations of such Person for borrowed 
money or which have been incurred in connection with the acquisition of 
property or assets, (b) obligations secured by any Lien upon property or 
assets owned by such Person, even though such Person has not assumed or become 
liable for the payment of such obligations, (c) obligations created or arising 
under any conditional sale or other title retention agreement with respect to 
property acquired by such Person, notwithstanding the fact that the rights and 
remedies of the seller, lender or lessor under such agreement in the event of 
default are limited to repossession or sale of property, (d) obligations to 
purchase any property or to obtain the services of another Person if the 
contract requires that payment for such property or services be made 
regardless of whether such property is delivered or such services are 
performed, except that no obligation shall constitute Indebtedness solely 
because the contract provides for commercially reasonable liquidated charges 
or reimbursement of expenses following cancellation, (e) Capitalized Lease 
Obligations, (f) obligations with respect to letters of credit and bankers 
acceptances and (g) Guaranties of obligations of others of the character 
referred to in this definition.  
  
"Interest Period" is defined in Section 2.4 hereof.  
  
"Investments" shall mean all investments, in cash or by delivery of property, 
made directly or indirectly in any Person, whether by acquisition of shares of 
capital stock, Indebtedness or other obligations or Securities or by loan, 
advance, capital contribution or otherwise; provided that "Investments" shall 
not mean or include routine investments in property to be used or consumed in 
the ordinary course of business.  
  
"Lending Office" is defined in Section 10.4 hereof.  
  
"Letter of Credit" is defined in Section 1.1(a) hereof.  
  
"Letter of Credit Subfacility Amount" is defined in Section 1.1(c) hereof.  
  
"Letter of Credit Utilization" means, as of any date of determination, the sum 
of (i) the maximum aggregate amount which is or at any time thereafter may be 
available for drawing under all Letters of Credit then outstanding (which in 
the case of Letters of Credit payable in an Alternative Currency shall mean 
the U.S. Dollar Equivalent thereof as determined pursuant to Section 
1.1(c)(vi) hereof) plus (ii) the aggregate amount of all drawings under 
Letters of Credit honored by the Agent and not theretofore reimbursed by the 
Borrower.  
  
"Leverage Ratio" is defined in Section 8.7 hereof.  
  
"LIBOR" is defined in Section 2.1(b) hereof.  
  
"Lien" means any interest in Property securing an obligation owed to, or a 
claim by, a Person other than the owner of the Property, whether such interest 
is based on the common law, statute or contract, including, but not limited 
to, the security interest lien arising from a mortgage, encumbrance, pledge, 
conditional sale, security agreement or trust receipt, or a lease, consignment 
or bailment for security purposes.  The term "Lien" shall also include 
reservations, exceptions, encroachments, easements, rights of way, covenants, 
conditions, restrictions, leases and other title exceptions and encumbrances 
affecting Property.  For the purposes of this definition, a Person shall be 
deemed to be the owner of any Property which it has acquired or holds subject 
to a conditional sale agreement, Capital Lease or other arrangement pursuant 
to which title to the Property has been retained by or vested in some other 
Person for security purposes, and such retention of title shall constitute a 
"Lien."  
  
"Loan" is defined in Section 1.1(a) hereof, and the term "type" of Loan refers 
to its status as a Domestic Rate Loan or Eurocurrency Loan.  
  
"Loan Documents" means this Agreement, the Notes and the Applications.  
  
"Margin Stock" means "margin stock" as defined in Regulation U of the Board of 
Governors of the Federal Reserve System.  
  
"Material Plan" is defined in Section 9.1(f) hereof.  
  
"Northern" means The Northern Trust Company.  
  
"Note" is defined in Section 2.8 hereof.  
  
"Obligations" means all unpaid principal of and accrued and unpaid interest on 
the Notes and the reimbursement obligation of the Borrower with respect to the 
Letters of Credit, all accrued and unpaid fees and all other obligations of 
the Borrower to the Banks or any Bank or the Agent arising under the Loan 
Documents.  
  
"Original Dollar Amount" means in relation to any Loan denominated in an 
Alternative Currency, the U.S. Dollar Equivalent of such Loan on the day it is 
made.  
  
"Overnight Eurocurrency Rate" shall mean for a Eurocurrency Loan denominated 
in an Alternative Currency, or any Letter of Credit payable in an Alternative 
Currency, the rate of interest per annum as determined by the Agent (rounded 
upwards, if necessary, to the nearest whole multiple of one-sixteenth of one 
percent (1/16 of 1%)) at which overnight or weekend deposits of the 
appropriate currency for delivery in immediately available and freely 
transferable funds would be offered by the Agent to major banks in the 
interbank market upon request of such major banks for the applicable period as 
determined above and in an amount comparable to the unpaid principal amount of 
such Eurocurrency Loan or reimbursement obligation with respect to such Letter 
of Credit (or, if the Agent is not placing deposits in such currency in the 
interbank market, then the Agent's cost of funds in such currency for such 
period).  
  
"PBGC" is defined in Section 6.12 hereof.  
  
"Permitted Investments" means the following:  
  
       (1)       Existing Investments in foreign Consolidated Subsidiaries, 
other Investments existing as of December 31, 1993 and disclosed on the 
audited financial statements herefore delivered to the Banks, Investments in 
domestic Consolidated Subsidiaries and Investments in any corporation which 
concurrently with such investment becomes a Consolidated Subsidiary;  
       (2)       Property to be used by the Borrower or a Subsidiary in the 
ordinary course of its business;  
       (3)       Current assets arising from the sale of goods and services in 
the ordinary course of business of the Borrower and its Subsidiaries;  
       (4)       Investments in direct obligations of the United States of 
America, or any agency thereof, or obligations guaranteed by the United States 
of America, maturing not more than one year from the date of acquisition 
thereof;  
       (5)       Investments in certificates of deposits maturing not more 
than one year from the date of acquisition thereof, issued by any of the Banks 
or any commercial banks or trust companies organized under the laws of the 
United States or any state thereof, each having capital, surplus and undivided 
profits aggregating at least $500,000,000;  
       (6)       Investments in commercial paper given the highest rating by 
both Moody's Investors Service, Inc. and Standard and Poors Corporation and 
maturing not more than 270 days from the date of creation thereof;  
       (7)       Investments in direct obligations of a state of the United 
States, or a municipality thereof, given the highest rating by both Moody's 
Investors Services, Inc. and Standard and Poors Corporation and maturing not 
more than one year from the date of acquisition thereof; and  
       (8)       the Borrower's own stock option plans and savings or stock 
purchase plans.  
  
Investments shall be valued at cost less any net return of capital through the 
sale, liquidation or repayment (by credit or otherwise) thereof or other 
return of capital thereon.  
  
"Person" means an individual, partnership, corporation, associate, trust, 
unincorporated organization or any other entity or organization, including a 
government or agency or political subdivision thereof.  
  
"Plan" means with respect to the Borrower and each Subsidiary at any time an 
employee pension benefit plan which is covered by Title IV of ERISA or subject 
to the minimum funding standards under Section 412 of the Code and either (i) 
is maintained by a member of the Controlled Group for employees of a member of 
the Controlled Group of which the Borrower or such Subsidiary is a part, (ii) 
is maintained pursuant to a collective bargaining agreement or any other 
arrangement under which more than one employer makes contributions and to 
which a member of the Controlled Group of which the Borrower or such 
Subsidiary is a part is then making or accruing an obligation to make 
contributions or has within the preceding five plan years made contributions, 
or (iii) under which a member of the Controlled Group of which the Borrower or 
such Subsidiary is a part has any liability, including any liability by reason 
of having been a substantial employer within the meaning of Section 4063 of 
ERISA at any time during the preceding five years or by reason of being deemed 
a contributing sponsor under Section 4069 of ERISA.  
  
"Property" means any interest in any kind of property or asset, whether real, 
personal or mixed, or tangible or intangible, whether now owned or hereafter 
acquired.  
  
"Refinancing Borrowing" is defined in Section 2.3(d) hereof.  
  
"Refunding Borrowing" is defined in Section 2.3(d) hereof.  
  
"Rentals" shall mean and include as of the date of any determination thereof 
all fixed payments (including as such all payments which the lessee is 
obligated to make to the lessor on termination of the lease or surrender of 
the property) payable by the Borrower or a Consolidated Subsidiary, as lessee 
or sublessee under a lease of real or personal property, but shall be 
exclusive of any amounts required to be paid by the Borrower or a Consolidated 
Subsidiary (whether or not designated as rents or additional rents) on account 
of maintenance, repairs, insurance, taxes and similar charges.  Fixed rents 
under any so-called "percentage leases" shall be computed solely on the basis 
of the minimum rents, if any, required to be paid by the lessee regardless of 
sales volume or gross revenues.  
  
"Required Banks" means as of the date of determination thereof, those Banks 
holding at least 66-2/3% of the Commitments or, in the event that no 
Commitments are outstanding hereunder, those Banks holding at least 66-2/3% in 
aggregate principal amount of the Loans and Letter of Credit Utilization 
outstanding hereunder.  
  
"Revolving Credit" is defined in the introductory paragraph hereof.  
  
"Revolving Credit Commitment" is defined in Section 1.1(a) hereof.  
  
"Security" has the same meaning as in Section 2(l) of the Securities Act of 
1933, as amended.  
  
"SEC" means the Securities and Exchange Commission.  
  
"Set-Off" is defined in Section 12.7 hereof.  
  
"Subordinated Indebtedness" means the Indebtedness for Borrowed Money of the 
Borrower evidenced by the Gangelhoff Note and any other Indebtedness for 
Borrowed Money of the Borrower for money borrowed the terms of which are 
acceptable to the Required Banks and which is subordinated in right of payment 
to the prior payment of the Obligations pursuant to subordination provisions 
approved in writing by the Required Banks.  
  
"Subsidiary" means any corporation of which more than fifty percent (50%) of 
the outstanding Voting Stock is at the time directly or indirectly owned by 
the Borrower, by one or more of its Subsidiaries, or by the Borrower and one 
or more of its Subsidiaries.  
  
"Tangible Assets" of any Person means, as of the date of any determination 
thereof, the total amount of all assets of such Person (less depreciation, 
depletion and other properly deductible valuation reserves) after deducting 
the following:  good will, patents, trade names, trade marks, copyrights, 
franchises, experimental expense, organization expense, unamortized debt 
discount and expense, deferred assets, the excess of cost of shares acquired 
over book value of related assets, any write-ups in the book value of any 
asset resulting from a revaluation thereof, and such other assets as are 
properly classified as "intangible assets" in accordance with Agreement 
Account Principles.  
  
"Termination Date" means December 31, 1999, as the same may be extended 
pursuant to Section 4.2 hereof.  
  
"The 1994 Credit Agreement" means that certain Credit Agreement dated as of 
November 30, 1994 as amended among the Borrower, the Agent and the Banks 
(other than Northern).  
  
"Total Liabilities" means the total of the liabilities of the Borrower and its 
Consolidated Subsidiaries on a consolidated basis determined in accordance 
with Agreement Accounting Principles.  
  
"Unfunded Vested Liabilities" means, with respect to any Plan at any time, the 
amount (if any) by which (i) the present value of all vested nonforfeitable 
accrued benefits under such Plan exceeds (ii) the fair market value of all 
Plan assets allocable to such benefits, all determined as of the then most 
recent valuation date for such Plan, but only to the extent that such excess 
represents a potential liability of a member of the Controlled Group to the 
PBGC or the Plan under Title IV of ERISA.  
  
"Unrestricted Subsidiary" shall mean any Subsidiary designated as such on 
Exhibit B hereto.  
  
"U.S. Dollars" means lawful currency of the United States of America.  
  
"U.S. Dollar Equivalent" means the amount of U.S. Dollars which would be 
realized by converting an Alternative Currency into U.S. Dollars in the spot 
market at the exchange rate quoted by the Agent at approximately 11:00 a.m. 
(London, England time) two Business Days prior to the date on which a 
computation thereof is required to be made, to major banks in the interbank 
exchange market for the purchase of U.S. Dollars for such Alternative 
Currency.  
  
"Voting Stock" of any Person means capital stock of any class or classes 
(however designated) having ordinary voting power for the election of 
directors of such Person, other than stock having such power only by reason of 
the happening of a contingency.  
  
"Welfare Plan" means a "welfare plan," as said term is defined in Section 3(1) 
of ERISA.  
  
"Wholly-Owned" means a Subsidiary of which all of the issued and outstanding 
shares of stock (other than directors' qualifying shares as required by law) 
shall be owned by the Borrower and/or one or more of its Wholly-Owned 
Subsidiaries.  
  
       Section 5.2.       Interpretation;.  The foregoing definitions shall be 
equally applicable to both the singular and plural forms of the terms defined.  
All references to times of day herein shall be references to Chicago, Illinois 
time unless otherwise specifically provided.  Where the character or amount of 
any asset or liability or item of income or expense is required to be 
determined or any consolidation or other accounting computation is required to 
be made for the purposes of this Agreement, the same shall be done in 
accordance with Agreement Accounting Principles as in effect from time to 
time, to the extent applicable, except where such principles are inconsistent 
with the specific provisions of this Agreement.  
  
SECTION 6.       REPRESENTATIONS AND WARRANTIES;.  
  
The Borrower represents and warrants to the Banks as follows:  
       Section 6.1.       Organization and Qualification;.  The Borrower is 
duly organized and validly existing in good standing under the laws of the 
State of Delaware, has full and adequate corporate power to carry on its 
business as now conducted, is duly licensed or qualified and in good standing 
in each jurisdiction in which the nature of the business transacted by it or 
the nature of the Property owned or leased by it makes such licensing or 
qualification necessary, except where the failure to be so licensed or 
qualified and in good standing would not have a material adverse effect on the 
financial condition or Property, business or operations of the Borrower and 
the Consolidated Subsidiaries taken as a whole.  
  
       Section 6.2.       Subsidiaries;.  As of the date hereof, the only 
Subsidiaries of the Borrower are designated in Exhibit B hereto; each 
Subsidiary is a corporation duly organized and validly existing in good 
standing under the laws of the jurisdiction in which it was incorporated, has 
full and adequate corporate power to carry on its business as now conducted, 
and is duly licensed or qualified and in good standing in each jurisdiction in 
which the nature of the business transacted by it or the nature of the 
Property owned or leased by it makes such licensing or qualification 
necessary, except where the failure to be so licensed or qualified and in good 
standing would not have a material adverse effect on the financial condition 
or Property, business or operations of the Borrower and the Consolidated 
Subsidiaries taken as a whole.  Exhibit B hereto correctly sets forth, as to 
each Subsidiary, whether or not it is a Consolidated Subsidiary, the 
jurisdiction of its incorporation, the percentage of issued and outstanding 
shares of each class of its capital stock owned by the Borrower and the 
Subsidiaries and, if such percentage is not 100% (excluding directors' 
qualifying shares as required by law), a description of each class of its 
authorized capital stock and the number of shares of each class issued and 
outstanding.  All of the issued and outstanding shares of capital stock of 
each Subsidiary are validly issued and outstanding and fully paid and 
nonassessable and all such shares indicated in Exhibit B as owned by the 
Borrower or a Subsidiary are owned, beneficially and of record, by the 
Borrower or such Subsidiary, free of any Lien.  
  
       Section 6.3.       Corporate Authority and Validity of Obligations;.  
The Borrower has full right and authority to enter into this Agreement, to 
make the borrowings herein provided for, to request that the Letters of Credit 
be issued hereunder, to issue its Notes and execute and deliver the 
Applications in evidence thereof and to perform all of its obligations 
hereunder and under the Notes and Applications; this Agreement, each Note and 
each Application delivered by the Borrower have been duly authorized, executed 
and delivered by the Borrower and constitute valid and binding obligations of 
the Borrower enforceable in accordance with their terms; and this Agreement, 
the Notes and the Applications do not, nor does the performance or observance 
by the Borrower or any Subsidiary of any of the matters or things therein 
provided for, contravene any provision of law or any charter or by-law 
provision of the Borrower or any Subsidiary or any material covenant, 
indenture or agreement of or affecting the Borrower or any Subsidiary or a 
substantial portion of their respective Properties.  
  
       Section 6.4.       Not an Investment Company;.  The Borrower is not an 
"investment company" within the meaning of the Investment Company Act of 1940, 
as amended.  
  
       Section 6.5.       Margin Stock;.  Neither the Borrower nor any of its 
Subsidiaries is engaged principally, or as one of its primary activities, in 
the business of extending credit for the purpose of purchasing or carrying 
Margin Stock, and neither the Borrower nor any of its Subsidiaries will use 
the proceeds of any Loan or Letter of Credit in a manner that violates any 
provision of Regulation U, G or X of the Board of Governors of the Federal 
Reserve System.  
  
       Section 6.6.       Financial Reports;.  The consolidated statement of 
financial condition of the Borrower and the Consolidated Subsidiaries as at 
December 31, 1995 and the related statements of consolidated income and 
consolidated cash flows of the Borrower and the Consolidated Subsidiaries for 
the year then ended and accompanying notes thereto, which financial statements 
are accompanied by the report of Price Waterhouse, independent public 
accountants, and the unaudited statement of consolidated financial condition 
of the Borrower and the Consolidated Subsidiaries as at September 30, 1996 and 
the related statements of consolidated income and consolidated cash flows of 
the Borrower and the Consolidated Subsidiaries for the nine months then ended 
and accompanying notes, heretofore furnished to the Banks, fairly present the 
consolidated financial conditions of the Borrower and the Consolidated 
Subsidiaries as at such dates and the consolidated results of their operations 
and their consolidated cash flows for the periods then ended in conformity 
with generally accepted accounting principles applied on a consistent basis.  
  
       Section 6.7.       No Material Adverse Change;.  Since December 31, 
1995, there has been no material adverse change in the condition, financial or 
otherwise, or business prospects of the Borrower and the Consolidated 
Subsidiaries taken as a whole.  
       Section 6.8.       Litigation;.  There is no litigation or governmental 
proceeding pending, nor to the knowledge of the Borrower threatened, against 
the Borrower or any Consolidated Subsidiary which if adversely determined 
would (a) impair the validity or enforceability of, or materially impair the 
ability of the Borrower to perform its obligations under, this Agreement, the 
Notes or the Applications or (b) result in any material adverse change in the 
financial condition or Property, business or operations of the Borrower and 
the Consolidated Subsidiaries taken as a whole.  
  
       Section 6.9.       Tax Returns;.  The consolidated United States 
federal income tax returns of the Borrower for the taxable year ended December 
31, 1993 and for all taxable years ended prior to said date have been examined 
by the Internal Revenue Service and have been approved as filed, and any 
additional assessments in connection with any of such years have been paid or 
the applicable statute of limitations therefor has expired.  There are no 
assessments in respect of the consolidated United States federal income tax 
returns of the Borrower and the Consolidated Subsidiaries of a material nature 
for any taxable year ended after December 31, 1993 pending, nor to the 
knowledge of the Borrower is any such assessment threatened, other than for 
those which are provided for by reserves which in the opinion of the Borrower 
are adequate therefor.  
  
       Section 6.10.       Approvals;.  No authorization, consent, license, 
exemption or filing or registration with any court or governmental department, 
agency or instrumentality, or any approval or consent of the stockholders of 
the Borrower or from any other Person, is necessary to the valid execution, 
delivery or performance by the Borrower of this Agreement, the Notes or the 
Applications.  
  
       Section 6.11.       Liens;.  There are no Liens on any of the Property 
of the Borrower or any Subsidiary, except those which are permitted by Section 
8.18 hereof.  
  
       Section 6.12.       ERISA;.  The Borrower and each Subsidiary are in 
compliance in all material respects with the Employee Retirement Income 
Security Act of 1974, as amended ("ERISA"), to the extent applicable to them 
and have received no notice to the contrary from the Pension Benefit Guaranty 
Corporation ("PBGC") or any other governmental entity or agency.  As of 
December 31, 1993 the liability of the Borrower and its Subsidiaries to PBGC 
in respect of Unfunded Vested Liabilities would not have been in excess of 
$99,000 if all employee pension benefit plans maintained by the Borrower and 
its Subsidiaries had been terminated as of such date.  No condition exists or 
event or transaction has occurred with respect to any Plan which could 
reasonably be expected to result in the incurrence by the Borrower or any 
Subsidiary of any material liability, fine or penalty.  Except as disclosed to 
the Banks in writing, neither the Borrower nor any Subsidiary has any 
contingent liability with respect to any post-retirement benefits under a 
Welfare Plan, other than liability for continuation coverage described in Part 
6 of Title I of ERISA and liability for post-retirement life insurance 
benefits.  
  
       Section 6.13.       Material Agreements;.  Neither the Borrower nor any 
Subsidiary is a party to any agreement or instrument or subject to any charter 
or other corporate restriction materially and adversely affecting its 
business, properties or assets, operations or condition (financial or 
otherwise).  Neither the Borrower nor any Subsidiary is in default in the 
performance, observance or fulfillment of any of the obligations, covenants or 
conditions contained in (i) any agreement to which it is a party, which 
default might have a material adverse effect on the business, properties or 
assets, operations, or condition (financial or otherwise) of the Borrower and 
its Subsidiaries taken as a whole or (ii) any agreement or instrument 
evidencing or governing Indebtedness.  
  
       Section 6.14.       Compliance with Environmental Laws;.  (a) The 
business and operation of the Borrower and its Subsidiaries comply in all 
respects with all applicable federal, state, regional, county and local laws, 
statutes, rules, regulations and ordinances relating to public health, safety 
or the environment, including, without limitation, relating to releases, 
discharges, emissions or disposals to air, water, land or groundwater, to the 
withdrawal or use of groundwater, to the use, handling or disposal of 
polychlorinated biphenyls (PCB's), asbestos or urea formaldehyde, to the 
treatment, storage, disposal or management of hazardous substances (including, 
without limitation, petroleum, its derivatives, by-products or other 
hydrocarbons), to exposure to toxic, hazardous or other controlled, prohibited 
or regulated substances, to the transportations, storage, disposal management 
or release or gaseous or liquid substances, and any regulation, order, 
injunction, judgment, declaration, notice or demand issued thereunder, except 
to the extent that such noncompliance would not have a material adverse effect 
on the business, operations, properties, assets or condition (financial or 
otherwise) of the Borrower and its Subsidiaries taken as a whole.  
       (b)       The Borrower has not given, nor should it give, nor has it 
received, any notice, letter, citation, order, warning, complaint, inquiry, 
claim or demand that: (i) the Borrower has violated, or is about to violate, 
any federal, state, regional, county or local environmental, health or safety 
statute, law, rule, regulation, ordinance, judgment or order; (ii) there has 
been a release, or there is a threat of release, of hazardous substances 
(including, without limitation, petroleum, its by-products or derivatives, or 
other hydrocarbons) from the Borrower's property, facilities, equipment or 
vehicles; (iii) the Borrower may be or is liable, in whole or in part, for the 
costs or cleaning up, remediating or responding to a release of hazardous 
substances (including, without limitation, petroleum, its by-products or 
derivatives, or other hydrocarbons); (iv) any of the Borrower's property or 
assets are subject to a Lien in favor of any governmental entity for any 
liability, costs or damages, under any federal, state or local environmental 
law, rule or regulation arising from, or costs incurred by such governmental 
entity in response to, a release of a hazardous substance (including, without 
limitation, petroleum, its by-products or derivatives, or other hydrocarbons), 
except to the extent that such violation, release, liability or Lien could not 
have a material adverse effect on the business, operations, properties, assets 
or condition (financial or otherwise) of the Borrower and its Subsidiaries 
taken as a whole.  
  
SECTION 7.       CONDITIONS PRECEDENT;.  
  
The obligation of each Bank to make any Loan or any other financial 
accommodation hereunder shall be subject to the following conditions 
precedent:  
  
       Section 7.1.       Initial Borrowing;.  Prior to the initial Borrowing 
and Letter of Credit hereunder:  
  
       (a)       The Agent shall have received for each Bank the favorable 
written opinion of Raymond J. Kulla, General Counsel of the Borrower, in 
substantially the form of Exhibit C hereto, and otherwise in and substance 
satisfactory to the Required Banks;  
       (b)       The Agent shall have received for each Bank (i) certified 
copies of resolutions of the Board of Directors of the Borrower authorizing 
the execution and delivery of this Agreement, the Notes and the Applications, 
indicating the authorized signers of this Agreement, the Notes and the 
Applications and all other documents relating thereto and the specimen 
signatures of such signers, (ii) copies of the Borrower's Articles of 
Incorporation and by-laws certified by the Secretary or other appropriate 
officer of the Borrower together with a certificate of good standing certified 
by the appropriate governmental officer in the jurisdiction of the Borrower's 
incorporation; and  
       (c)       The Agent shall have received from the Borrower a list of its 
Authorized Representatives.  
  
       Section 7.2.       All Loans and Letters of Credit;.  As of the time of 
the making of each Borrowing, the issuance of each Letter of Credit (including 
the initial Borrowing and Letter of Credit):  
  
       (a)       The Agent shall have received for each Bank the Notes of the 
Borrower and the notice required by Section 2.3 hereof;  
       (b)       Each of the representations and warranties of the Borrower 
set forth in Section 6 hereof (except for Section 6.7) shall be true and 
correct as of said time, except to the extent that any such representation or 
warranty relates solely to an earlier date;  
       (c)       The Borrower shall be in full compliance with all of the 
terms and conditions hereof, and no Default or Event of Default shall have 
occurred and be continuing or would occur as a result of making such Borrowing 
or issuing such Letter of Credit;  
       (d)       After giving effect to the Borrowing or Letter of Credit the 
aggregate principal amount of all Loans and Letter of Credit Utilization 
outstanding hereunder shall not exceed the Commitments; and  
       (e)       Such Borrowing or Letter of Credit shall not violate any 
order, judgment or decree of any court or other authority or any provision of 
law or regulation applicable to any Bank (including, without limitation, 
Regulation U of the Board of Governors of the Federal Reserve System) as then 
in effect, provided that if any such circumstances affects fewer than all the 
Banks then the unaffected Banks shall not be relieved of their obligations to 
make a Loan as part of a Refunding Borrowing.  
Each request for a Borrowing or Letter of Credit shall be deemed to be a 
representation and warranty by the Borrower on the date of such Borrowing as 
to the facts specified in paragraphs (b) and (c) of this Section 7.2.  
  
       Section 7.3.       Additional Conditions to Loans (other than Refunding 
Borrowings), Letters of Credit;.  In addition to the conditions set forth in 
Sections 7.1 and 7.2 hereof, as of the time of each Borrowing (other than a 
Refunding Borrowing), the issuance of each Letter of Credit, the 
representations and warranties set forth in Section 6.7 hereof shall be true 
as of said time, and the request for such Borrowing, as mentioned in Section 
7.2., shall be and constitute a representation and warranty as to such matters 
specified in Section 6.7 hereof.  
  
       Section 7.4.       Letters of Credit;.  As a further condition to the 
issuance of each Letter of Credit, the Agent shall have received an 
Application therefor.  
  
       Section 7.5.       Termination of The 1994 Credit Agreement;.  The 
initial Loans hereunder shall be in an amount sufficient to repay all 
indebtedness of the Borrower owing to the Banks and Agent under The 1994 
Credit Agreement (other than with respect to letters of credit which shall 
constitute Letters of Credit issued and outstanding hereunder) and the 
Borrower hereby directs the Agent to such extent to so apply the proceeds of 
such Loans at which time The 1994 Credit Agreement shall terminate.  Anything 
contained herein or in The 1994 Credit Agreement to the contrary 
notwithstanding, substantially concurrently with this Agreement becoming 
effective there shall be such nonratable borrowings and repayments so that 
after giving effect thereto, each Bank holds its ratable share of the total 
Loans outstanding in accordance with the Commitments hereunder; provided, 
however, that if there are Eurocurrency Loans outstanding on such effective 
date which, if prepaid, would require the Borrower to make a payment under 
Section 2.10 of The 1994 Credit Agreement, then in that event and to that 
extent the Borrower may defer such adjusting refunding borrowings until the 
end of the Interest Period applicable to such Eurocurrency Loans and all Loans 
made and repaid during such deferral period shall be allocated in such a 
manner so as to reduce, to the extent practical, any disparity in the 
percentage of the usage of the Commitments.  
  
SECTION 8.       COVENANTS;.  
  
The Borrower agrees that, so long as any Note is outstanding hereunder or any 
credit is available to or in use by the Borrower hereunder except to the 
extent compliance in any case or cases is waived in writing by the Required 
Banks:  
  
       Section 8.1.       Corporate Existence;.  The Borrower shall, and shall 
cause each Subsidiary (other than an Unrestricted Subsidiary) to, preserve and 
maintain its corporate existence, subject to the provisions of Section 8.15 
hereof.  
  
       Section 8.2.       Maintenance;.  The Borrower will maintain, preserve 
and keep its plants, properties and equipment deemed necessary to the proper 
conduct of its business in reasonably good repair, working order and condition 
and will from time to time make all reasonably necessary repairs, renewals, 
replacements, additions and betterments thereto so that at all times such 
plants, properties and equipment shall be reasonably preserved and maintained, 
and will cause each Subsidiary so to do in respect of Property owned or used 
by it; provided, however, that nothing in this Section shall prevent the 
Borrower or a Subsidiary from discontinuing the operation or maintenance of 
any such properties if such discontinuance is, in the judgment of the 
Borrower, desirable in the conduct of its business or the business of the 
Subsidiary and not disadvantageous in any material respect to the Banks or the 
holders of the Notes.  
  
       Section 8.3.       Taxes;.  The Borrower will duly pay and discharge, 
and will cause each Subsidiary to pay and discharge, all taxes, rates, 
assessments, fees and governmental charges upon or against the Borrower or 
such Subsidiary or against their respective Properties, in each case before 
the same becomes delinquent and before penalties accrue thereon, unless and to 
the extent that the same is being contested in good faith and by appropriate 
proceedings and reserves are provided therefor that in the opinion of the 
Borrower are adequate.  
  
       Section 8.4.       Insurance;.  The Borrower will insure, and keep 
insured, and will cause each Subsidiary to insure, and keep insured, in good 
and responsible insurance companies, all insurable Property owned by it which 
is of a character usually insured by companies similarly situated and 
operating like Property; and to the extent usually insured (subject to 
self-insured retentions) by companies similarly situated and conducting 
similar businesses, the Borrower will also insure, and cause each Subsidiary 
to insure, employers' and public and product liability risks in good and 
responsible insurance companies.  The Borrower will upon request of the Agent 
furnish a summary setting forth the nature and extent of the insurance 
maintained pursuant to this Section 8.4.  
  
       Section 8.5.       Financial Reports and Other Information;.  The 
Borrower will, and will cause each Subsidiary to, maintain a standard system 
of accounting in accordance with generally accepted accounting principles and 
will furnish to the Banks and their respective duly authorized representatives 
such information respecting the business and financial condition of the 
Borrower and the Subsidiaries as may be reasonably requested; and without any 
request will furnish to each Bank:  
       (a)       Within 90 days after the close of each fiscal year of the 
Borrower, an audit report of the Borrower and its Consolidated Subsidiaries 
for such year and accompanying financial statements certified by independent 
certified public accountants of recognized national standing, prepared in 
accordance with generally accepted accounting principles on a consolidated 
basis, including a balance sheet as of the end of such period, related profit 
and loss and reconciliation of surplus statement, and a statement of changes 
in financial position, accompanied by any management letter prepared by said 
accountants and by a certificate of said accountants that, in the course of 
their examination necessary for their certification of the foregoing, they 
have obtained no knowledge of any Default or Event of Default, or if, in the 
opinion of such accountants, any Default or Event of Default shall exist, 
stating the nature and status thereof.  
       (b)       Within 60 days after the close of the first three quarterly 
periods of each fiscal year of the Borrower, a consolidated unaudited balance 
sheet as at the close of each such period and a consolidated profit and loss 
and reconciliation of surplus statement and a statement of changes in 
financial position for the period from the beginning of such fiscal year to 
the end of such quarter, all certified by a responsible financial officer.  
       (c)       Together with the financial statements required hereunder, a 
compliance certificate in substantially the form of Exhibit D hereto signed by 
a responsible financial officer of the Borrower showing the calculations 
necessary to determine compliance with this Agreement and stating that no 
Default or Event of Default exists, or if any Default or Event of Default 
exists, stating the nature and status thereof.  
       (d)       Within 270 days after the close of each fiscal year, if any 
Unfunded Vested Liabilities exist a statement of the Unfunded Vested 
Liabilities of each Plan, certified as correct by an actuary enrolled under 
ERISA.  
       (e)       As soon as possible and in any event within 30 days after the 
Borrower knows that any reportable event (as defined in ERISA) has occurred 
with respect to any Plan, a statement, signed by a responsible financial 
officer of the Borrower, describing said reportable event and the action which 
the Borrower proposes to take with respect thereto.  
       (f)       As soon as possible and in any event within 10 days after 
receipt by a corporate officer of the Borrower, a copy of (i) any notice or 
claim to the effect that the Borrower or any Subsidiary is or may be liable to 
any Person as a result of the release by the Borrower, any of its Subsidiaries 
or any other Person of any toxic or hazardous waste or substance into the 
environment, which liability could have a material adverse effect on the 
business, operation, properties, assets or conditions (financial or otherwise) 
of the Borrower and the Subsidiaries taken as a whole and (ii) any notice 
alleging any violation of any federal, state or local environmental, health or 
safety law or regulation by the Borrower or any Subsidiary which violation 
could have a material adverse effect on the business, operation, properties, 
assets or conditions (financial or otherwise) of the Borrower and the 
Subsidiaries taken as a whole.  
       (g)       Promptly upon the furnishing thereof to the shareholders of 
the Borrower, copies of all financial statements, reports and proxy statements 
so furnished.  
       (h)       Promptly upon the filing thereof, copies of all registration 
statements and annual, quarterly, monthly or other regular reports which the 
Borrower or any Subsidiary files with the SEC.  
       (i)       Promptly upon discovery thereof, notice of the occurrence of 
any Default and of any other development, financial or otherwise, which might 
materially adversely affect its ability to repay the Obligations.  
       (j)       Promptly after incurrence thereof, notice of any Funded Debt 
incurred by the Borrower after the date hereof.  
       (k)       Such other information (including non-financial information) 
as the Agent or any Bank may from time to time reasonably request.  
  
       Section 8.6.       Consolidated Net Worth;.  The Borrower will at all 
times keep and maintain Consolidated Net Worth at an amount not less than the 
sum of (i) $45,000,000 plus (ii) 50% of positive Consolidated Net Earnings 
earned by the Borrower during each completed fiscal quarter on a cumulative 
basis (without deduction for a net loss during a fiscal quarter) from January 
1, 1997 through and including the date of determination.  
  
       Section 8.7.       Leverage Ratio;.  The Borrower will maintain at all 
times a ratio of (a) the difference between (i) Consolidated Funded Debt less 
(ii) Indebtedness with respect to commercial letters of credit ("Consolidated 
Adjusted Funded Debt") to (b) the sum of (i) Consolidated Net Worth plus (ii) 
Consolidated Adjusted Funded Debt (the "Leverage Ratio") of not more than .45 
to 1.0.  
  
       Section 8.8.       Fixed Charge Coverage Ratio;.  As of the end of each 
fiscal quarter, the Borrower will maintain a ratio of Earnings Available for 
Fixed Charges to Fixed Charges, in each case for the previous four fiscal 
quarters ending on the last day of such quarter (taken as a single accounting 
period) (the "Fixed Charge Coverage Ratio") for the previous four fiscal 
quarters ending on the last day of such quarter of not less than 1.0 to 1.0 at 
September 30, 1996 and 2.0 to 1.0 at all times thereafter, provided however, 
the foregoing to the contrary notwithstanding, the Fixed Charge Coverage Ratio 
at December 31, 1996 shall be computed for the two fiscal quarters ending such 
date and the Fixed Charge Coverage Ratio at March 31, 1997 shall be computed 
for the three fiscal quarters ending such date.  
  
       Section 8.9.       Minimum Current Ratio;.  The Borrower will maintain 
at all times a ratio of Consolidated Current Assets to Consolidated Current 
Liabilities of not less than 1.5:1.0.  
  
       Section 8.10.       Distributions;.  The Borrower will not, except as 
hereinafter provided:  
       (a)       declare or pay any dividends, either in cash or property on 
any class of its stock (except dividends payable solely in common stock of the 
Borrower); or  
       (b)       directly or indirectly, or through any Subsidiary, purchase, 
redeem or retire any of its stock or any warrants, rights or options to 
purchase or otherwise acquire any shares of its stock (other than payments to 
any officer of the Borrower in connection with the exercise of such officer's 
stock appreciation rights granted pursuant to stock purchase plans of the 
Borrower to the extent such payments are required to be deducted in the 
calculation of Consolidated Net Earnings and so long as a Default or Event of 
Default shall not have occurred and be continuing at the time of any such 
payment or would occur as a result thereof, the Borrower acknowledging and 
agreeing that all agreements relating to any such payments shall provide that 
the Borrower's obligation to make such payments shall be subject to 
satisfaction of the foregoing conditions); or  
       (c)       make any other distribution, either directly or indirectly or 
through any Subsidiary, in respect of its stock; (such declarations and 
payments of dividends (computed without duplication), purchases, redemptions 
or retirements of stock, warrants, rights or options and all such other 
distributions being herein collectively called "Distributions"), if after 
giving effect to any such Distribution, the aggregate amount of Distributions 
declared or made outstanding (x) during the period from the date hereof 
through and including December 31, 1996 would exceed the lesser of (i) 8 cents 
per share or (ii) $320,000 and (y) during the period from and after January 1, 
1997 to and including the date of the declaration or making of the 
Distribution would exceed the sum of (i) $1,200,000 plus (ii) 50% of 
Consolidated Net Earnings (or, if such Consolidated Net Earnings is a deficit 
figure, then minus 100% of such deficit) for such period computed on a 
cumulative basis for said entire period.  
 
The Borrower will not declare any dividend payable more than 90 days after the 
date of the declaration thereof and will not declare or make any Distribution 
if a Default has occurred and is continuing or if, on the date thereof and 
after giving effect thereto the payment would create a Default or Event of 
Default.  
For the purposes of this Section 8.10 the amount of any Distribution declared 
or paid or distributed in property shall be deemed to be the greater of book 
or fair market value as determined in good faith by the board of directors of 
the Borrower (in each case after deducting any liabilities relating thereto, 
which are, concurrently with the receipt of such Distribution, assumed by the 
recipient thereof), of such property at the time of the making of the 
Distribution in question.  
  
       Section 8.11.       Indebtedness for Borrowed Money;.  The Borrower 
will not nor will it permit any Subsidiary to, issue, incur, assume, create or 
have outstanding any Indebtedness for Borrowed Money; provided, however, that 
the foregoing provisions shall not restrict nor operate to prevent:  
       (a)       the indebtedness of the Borrower on the Notes and with 
respect to the Letters of Credit;  
       (b)       Funded Debt of the Borrower's Subsidiaries existing as of the 
date hereof and disclosed on Exhibit E hereto and Funded Debt of the Borrower;  
       (c)       purchase money indebtedness permitted by Section 8.18(f) 
hereof;  
       (d)       other existing short term indebtedness of the Borrower 
disclosed on Exhibit E hereto;   
       (e)       Subordinated Indebtedness;   
       (f)       Indebtedness of General Housewares of Canada Inc. in respect 
of a letter of credit line of up to 1,500,000 Canadian dollars and in respect 
of a line of credit of up to 5,000,000 Canadian dollars and the comfort letter 
of the Company in connection therewith."; and  
       (g)       indebtedness not otherwise permitted by this Section 
aggregating not more than $1,000,000 at any one time outstanding.  
  
       Section 8.12.       Sale and Leaseback;.  The Borrower will not, nor 
will it permit any Subsidiary to, sell or transfer any property in order to 
concurrently or subsequently lease as lessee such or similar property.  
  
       Section 8.13.       Investments;.  The Borrower will not, nor will it 
permit any Subsidiary to, make or suffer to exist any Investments except 
Permitted Investments.  
  
       Section 8.14.       Capital Expenditures;.  The Borrower will not, and 
will not permit its Consolidated Subsidiaries to, expend or become obligated 
for capital expenditures (as defined and classified in accordance with 
Agreement Accounting Principles consistently applied) during any fiscal year 
in excess of (a) the amount of all charges for depreciation of fixed assets 
and amortization of Intangible Assets for the previous fiscal year computed on 
a consolidated basis for the Borrower and the Consolidated Subsidiaries in 
accordance with Agreement Accounting Principles plus (b) Consolidated Net 
Earnings for the previous fiscal year less (c) dividends paid during the 
previous fiscal year in the aggregate for the Borrower and its Consolidated 
Subsidiaries, provided, that, the Borrower will not, nor will it permit its 
Consolidated Subsidiaries to, make any capital expenditure if a Default or 
Event of Default has occurred and is continuing, or if on the date thereof and 
after giving effect thereto such expenditure would create a Default or Event 
of Default.  
  
       Section 8.15.       Mergers, Consolidations, Leases, and Sales;.  The 
Borrower:  
       (a)       will not be a party to any merger or consolidation except 
that a Subsidiary may merge into the Borrower or into any one or more 
Subsidiaries; and  
       (b)       will not, and will not permit any Consolidated Subsidiary to, 
sell, assign, lease or otherwise transfer to any Person other than the 
Borrower or one or more Consolidated Subsidiaries any Properties (including, 
without limitation, any capital stock of any Consolidated Subsidiary), unless 
such sale, assignment, lease or transfer is for a consideration not less than 
the fair market value thereof and unless, after giving effect to such sale, 
assignment, lease or transfer (i) the aggregate proceeds to the Borrower and 
the Consolidated Subsidiaries of all such sales, assignments, leases and 
transfers (other than sales of inventory in the ordinary course of its 
business as conducted on the date hereof) during the calendar year in which 
such sale, assignment, lease or transfer shall occur shall not exceed 10% of 
Tangible Assets, (ii) no Default or Event of Default shall have occurred and 
be continuing or would occur as a result thereof and (iii) the Borrower shall 
have furnished to the Banks a certificate and historic pro forma calculations 
reasonably satisfactory to the Required Banks showing that after giving effect 
to such sale Consolidated Net Earnings for the immediately preceding twelve 
month period ending on or about the date of such sale would not have been less 
than 10% of actual Consolidated Net Earnings for such period.  
  
       Section 8.16.       ERISA;.  The Borrower will promptly pay and 
discharge all obligations and liabilities arising under ERISA of a character 
which if unpaid or unperformed might result in the imposition of a Lien 
against any of its properties or assets and will promptly notify the Agent of 
(i) the occurrence of any reportable event (as defined in ERISA) with respect 
to a Plan, other than any such event of which the PBGC has waived notice by 
regulation, (ii) receipt of any notice from PBGC of its intention to seek 
termination of any Plan or appointment of a trustee therefor, (iii) its or any 
Subsidiary's intention to terminate or withdraw from any Plan, and (iv) the 
occurrence of any event with respect to any Plan which could result in the 
incurrence by the Borrower or any Subsidiary of any material liability, fine 
or penalty, or any material increase in the contingent liability of the 
Borrower or any Subsidiary with respect to any post-retirement Welfare Plan 
benefit.  
  
       Section 8.17.       Conduct of Business;.  The Borrower will not engage 
in any business if, as a result, the general nature of the business which 
would then be engaged in by the Borrower would be substantially changed from 
the general nature of the business engaged in by the Borrower on the date of 
this Agreement.  
  
       Section 8.18.       Liens;.  The Borrower will not nor will it permit 
any Subsidiary to create, incur, permit to exist or to be incurred any Lien of 
any kind on any Property owned by the Borrower or any Subsidiary; provided, 
however, that this Section 8.18 shall not apply to nor operate to prevent:  
       (a)       Liens for taxes, assessments or governmental charges or 
levies on its property 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.  
       (b)       Liens imposed by law, such as carriers', warehousemen's and 
mechanics' liens and other similar liens arising in the ordinary course of 
business which secure payment of obligations not more than 60 days past due.  
       (c)       Liens arising out of pledges or deposits under worker's 
compensation laws, unemployment insurance, old age pensions, or other social 
security or retirement benefits, or similar legislation.  
       (d)       Utility easements, building restrictions and such other 
encumbrances or charges against real property as are of a nature generally 
existing with respect to properties of a similar character and which do not in 
any material way affect the marketability of the same or interfere with the 
use thereof in the business of the Borrower or the Subsidiaries.  
       (e)       Liens existing on the date hereof and described in Exhibit F 
hereto.  
       (f)       Liens incurred to sellers in connection with purchase money 
financing up to an aggregate amount outstanding at any time of $3,000,000.  
  
       Section 8.19.       Use of Proceeds; Margin Stock';.  The Borrower 
shall only use the proceeds of the Loans for general corporate purposes, and 
the Borrower shall not directly or indirectly use the proceeds of any of the 
Loans to purchase or carry any Margin Stock, and at no time will Margin Stock 
constitute 25% or more of the assets of the Borrower or of the consolidated 
assets of the Borrower and the Subsidiaries.  
  
       Section 8.20.       Compliance with Laws;.  Without limiting any of the 
other covenants of the Borrower in this Section 8, the Borrower will, and will 
cause each of its Subsidiaries to, conduct its business, and otherwise be, in 
compliance with all applicable laws, regulations, ordinances and orders of any 
governmental or judicial authorities (including, without limitation, those of 
the type mentioned in Section 6.14 hereof), non-compliance with which would 
(a) impair the validity or enforceability or the ability of the Borrower to 
perform its obligations under the Loan Documents or (b) result in any material 
adverse change in the financial condition or properties, business or 
operations of the Borrower and the Consolidated Subsidiaries taken as a whole; 
provided, however, that the Borrower or any Subsidiary shall not be required 
to comply with any such law, regulation, ordinance or order if it shall be 
contesting such law, regulation, ordinance or order in good faith by 
appropriate proceedings and reserves, if appropriate, shall have been 
established therefor that are adequate in the Borrower's opinion.  
  
SECTION 9.       EVENTS OF DEFAULT AND REMEDIES;.  
  
       Section 9.1.       Events of Default;.  Any one or more of the 
following shall constitute an Event of Default:  
       (a)       (i) default in the payment when due of any principal on any 
Note or any Loan evidenced thereby, or of any reimbursement obligation with 
respect to any Letter of Credit, whether at the stated maturity thereof or at 
any other time provided in this Agreement; or (ii) default for a period of 
five days in the payment when due of interest on any Note or any Loan 
evidenced thereby or of any other sums required to be paid pursuant to this 
Agreement;  
       (b)       default by the Borrower in the observance or performance of 
any covenant set forth in Sections 8.6 through 8.15 and Section 8.17 hereof;  
       (c)       default by the Borrower in the observance or performance of 
any other provision hereof not mentioned in (a) or (b) above, which is not 
remedied within 30 days after notice thereof to the Borrower by the Agent or 
any Bank;  
       (d)       any representation or warranty made herein by the Borrower, 
or in any statement or certificate furnished pursuant hereto by the Borrower, 
or in any Application or in connection with any Loan or other extension of 
credit made hereunder, proves untrue in any material respect as of the date of 
the issuance or making thereof;  
       (e)       the Borrower or any Subsidiary shall fail within thirty (30) 
days to pay, bond or otherwise discharge any judgment or order for the payment 
of money in excess of $500,000, which is not stayed on appeal or otherwise 
being appropriately contested in good faith;  
       (f)       the Borrower or any other member of its Controlled Group 
shall fail to pay when due an amount or amounts aggregating in excess of 
$500,000 which it shall have become liable to pay to the PBGC or to a Plan 
under Title IV of ERISA; or notice of intent to terminate a Plan or Plans 
having aggregate Unfunded Vested Liabilities in excess of $500,000 
(collectively, a "Material Plan") shall be filed under Title IV of ERISA by 
the Borrower or any other member of its Controlled Group, any plan 
administrator or any combination of the foregoing; or the PBGC shall institute 
proceedings under Title IV of ERISA to terminate or to cause a trustee to be 
appointed to administer any Material Plan or a proceeding shall be instituted 
by a fiduciary of any Material Plan against the Borrower or any member of its 
Controlled Group to enforce Section 515 or 4219(c)(5) of ERISA and such 
proceeding shall not have been dismissed within thirty (30) days thereafter; 
or a condition shall exist by reason of which the  PBGC would be entitled to 
obtain a decree adjudicating that any Material Plan must be terminated;  
       (g)       (A) default shall occur in the payment when due of any 
indebtedness for borrowed money issued, assumed or guaranteed by the Borrower 
or any Subsidiary aggregating in excess of $250,000, or (B) default shall 
occur under any indenture, agreement or other instrument under which any 
indebtedness for borrowed money of the Borrower or any Subsidiary may be 
issued, assumed or guaranteed, and such default shall continue for a period of 
time sufficient to permit the acceleration of the maturity of any such 
indebtedness for borrowed money of the Borrower or any Subsidiary aggregating 
in excess of $250,000 (whether or not such maturity is in fact accelerated), 
provided, however, that the foregoing shall not constitute an Event of Default 
with respect to the indebtedness owing to First Colony Life Insurance Company 
and American Mayflower Life Insurance Company described on Exhibit H hereto so 
long as such indebtedness is satisfied in full no later than November 18, 
1996;  
       (h)       the Borrower or any of its Subsidiaries shall (i) have 
entered involuntarily against it an order for relief under the United States 
Bankruptcy Code, as amended, (ii) not pay, or admit in writing its inability 
to pay, its debts generally as they become due, (iii) make an assignment for 
the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, 
the appointment of a receiver, custodian, trustee, examiner, liquidator or 
similar official for it or any substantial part of its property, (v) institute 
any proceeding seeking to have entered against it an order for relief under 
the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or 
seeking dissolution, winding up, liquidation, reorganization, arrangement, 
adjustment or composition of it or its debts under any law relating to 
bankruptcy, insolvency or reorganization or relief of debtors or fail to file 
an answer or other pleading denying the material allegations of any such 
proceeding filed against it, or (vi) fail to contest in good faith any 
appointment or proceeding described in Section 9.1.(i) hereof; or  
       (i)       a custodian, receiver, trustee, examiner, liquidator or 
similar official shall be appointed for the Borrower or any of its 
Subsidiaries or any substantial part of any of their Property, or a proceeding 
described in Section 9.1(h)(v) shall be instituted against the Borrower, and 
such appointment continues undischarged or such proceeding continues 
undismissed or unstayed for a period of sixty (60) days.  
  
       Section 9.2.       Non-Bankruptcy Defaults;.  When any Event of Default 
other than those described in Sections 9.1.(h) or (i) has occurred and is 
continuing, the Agent shall, if so directed by the Required Banks by notice to 
the Borrower, take either or both of the following actions:  
       (a)       terminate the remaining Commitments of the Banks hereunder on 
the date stated in such notice (which may be the date thereof); and  
       (b)       declare the principal of and the accrued interest on all 
outstanding Notes and other outstanding Obligations of the Borrower to be 
forthwith due and payable and thereupon all of said Notes and other 
outstanding Obligations, including both principal and interest, shall be and 
become immediately due and payable together with all other amounts payable 
under this Agreement without further demand, presentment, protest or notice of 
any kind.  
The Agent, after giving notice to the Borrower pursuant to Section 9.1 or this 
Section 9.2, shall also promptly send a copy of such notice to the other 
Banks, but the failure to do so shall not impair or annul the effect of such 
notice.  
  
       Section 9.3.       Bankruptcy Defaults;.  When any Event of Default 
described in subsections (h) or (i) of Section 9.1. hereof has occurred and is 
continuing, then all outstanding Notes and other Obligations shall immediately 
become due and payable together with all other amounts payable under this 
Agreement without presentment, demand, protest or notice of any kind, and the 
obligation of the Banks to extend further credit pursuant to any of the terms 
hereof shall immediately terminate.  
  
       Section 9.4.       Letters of Credit;.  When any Event of Default, 
other than an Event of Default described in subsections (h) or (i) of Section 
9.1 hereof has occurred and is continuing, the Borrower shall, upon demand of 
the Agent, and when any Event of Default described in subsections (h) or (i) 
of Section 9.1 has occurred, the Borrower shall, without notice or demand from 
the Agent, immediately pay to the Agent the full amount of each Letter of 
Credit, provided, however, that with respect to the undrawn face amount of 
Letters of Credit, such amount shall be held by the Agent as collateral 
security for such Obligations of the Borrower with respect to such Letters of 
Credit, the Borrower hereby agreeing to immediately make each such payment and 
acknowledging and agreeing the Agent would not have an adequate remedy at law 
for failure of the Borrower to honor any such demand and that the Agent shall 
have the right to require the Borrower to specifically perform such 
undertaking whether or not any draws had been made under the Letters of 
Credit.  
  
       Section 9.5.       Expenses;.  The Borrower agrees to pay to the Agent 
and each Bank, or any other holder of any Note outstanding hereunder, all 
costs and expenses incurred or paid by the Agent and such Bank or any such 
holder, including reasonable attorneys' fees and court costs, in connection 
with any Default or Event of Default by the Borrower hereunder or in 
connection with the enforcement of any of the terms hereof or of the other 
Loan Documents.  
  
SECTION 10.       CHANGE IN CIRCUMSTANCES;.  
  
       Section 10.1.       Change of Law;.  Notwithstanding any other 
provisions of this Agreement or any Note, if at any time after the date hereof 
any change in applicable law or regulation or in the interpretation thereof 
makes it unlawful for any Bank to make or continue to maintain Eurocurrency 
Loans or to give effect to its obligations as contemplated hereby, such Bank 
shall promptly give notice thereof to the Borrower, with a copy to the Agent, 
and such Bank's obligations to make or maintain Eurocurrency Loans under this 
Agreement shall terminate until it is no longer unlawful for such Bank to make 
or maintain Eurocurrency Loans.  The Borrower shall prepay on demand the 
outstanding principal amount of any such affected Eurocurrency Loans, together 
with all interest accrued thereon and all other amounts then due and payable 
to such Bank under this Agreement; provided, however, subject to all of the 
terms and conditions of this Agreement, if denominated in U.S. Dollars, the 
Borrower may then elect to borrow the principal amount of the affected 
Eurocurrency Loan from such Bank by means of a Domestic Rate Loan from such 
Bank that shall not be made ratably by the Banks but only from such affected 
Bank and payments thereon shall be made contemporaneously with payments on the 
relevant Borrowing of Eurocurrency Loans.  
  
       Section 10.2.       Unavailability of Deposits or Inability to 
Ascertain, or Inadequacy of, LIBOR;.  If on or prior to the first day of any 
Interest Period for any Borrowing of Eurocurrency Loans:  
       (a)       the Agent advises the Borrower that deposits in the relevant 
currency (in the applicable amounts) are not being offered to it in the 
eurocurrency interbank market for such Interest Period, or  
       (b)       Banks having 50% or more of the aggregate amount of the 
Commitments advise the Agent that LIBOR as determined by the Agent will not 
adequately and fairly reflect the cost to such Banks of funding their 
Eurocurrency Loans for such Interest Period,  
then the Agent shall forthwith give notice thereof to the Borrower and the 
Banks, whereupon until the Agent notifies the Borrower that the circumstances 
giving rise to such suspension no longer exist, the obligations of the Banks 
to make Eurocurrency Loans in the affected currency shall be suspended.  
  
       Section 10.3.       Increased Cost and Reduced Return;.  (a) If on or 
after the date hereof, the adoption of any applicable law, rule or regulation, 
or any change therein, or any change in the interpretation or administration 
thereof by any governmental authority, central bank or comparable agency 
charged with the interpretation or administration thereof, or compliance by 
any Bank (or its Lending Office) with any request or directive (whether or not 
having the force of law) of any such authority, central bank or comparable 
agency:  
       (i)       shall subject any Bank (or its Lending Office) to any tax, 
duty or other charge with respect to its Eurocurrency Loans, its Notes or its 
obligation to make Eurocurrency Loans, or shall change the basis of taxation 
of payments to any Bank (or its Lending Office) of the principal of or 
interest on its Eurocurrency Loans or any other amounts due under this 
Agreement in respect of its Eurocurrency Loans or its obligation to make 
Eurocurrency Loans (except for changes in the rate of tax on the overall net 
income of such Bank or its Lending Office imposed by the jurisdiction in which 
such Bank's principal executive office or Lending Office is located); or  
       (ii)       shall impose, modify or deem applicable any reserve, special 
deposit or similar requirement (including, without limitation, any such 
requirement imposed by the Board of Governors of the Federal Reserve System, 
but excluding with respect to any Eurocurrency Loans any such requirement 
included in an applicable Eurocurrency Reserve Percentage) against assets of, 
deposits with or for the account of, or credit extended by, any Bank (or its 
Lending Office) or shall impose on any Bank (or its Lending Office) or on the 
interbank market any other condition affecting its Eurocurrency Loans, its 
Notes or its obligation to make Eurocurrency Loans; and the result of any of 
the foregoing is to increase the cost to such Bank (or its Lending Office) of 
making or maintaining any Eurocurrency Loan, or to reduce the amount of any 
sum received or receivable by such Bank (or its Lending Office) under this 
Agreement or under its Notes with respect thereto, by an amount deemed by such 
Bank to be material, then, within fifteen (15) days after demand by such Bank 
(with a copy to the Agent), the Borrower shall be obligated to pay to such 
Bank such additional amount or amounts as will compensate such Bank for such 
increased cost or reduction (computed commencing on the effective date of any 
event mentioned herein).  Each Bank agrees to use its best efforts to give the 
Borrower notice of the occurrence of any event mentioned herein.  
       (b)       The parties recognize that as of the date hereof the Banks 
are subject to guidelines published by various banking regulators in the 
United States and elsewhere with jurisdiction over the Banks, issued pursuant 
to the risk-based capital framework developed by the Basle Committee of 
Banking Regulation and Supervisory Practices, that call for the Banks to 
maintain capital against, among other things, unfunded loan commitments with a 
maturity of more than one year.  The parties agree that each Bank shall have 
the right to require a renegotiation of the fees payable to it under Section 
3.1 hereof at any time by giving notice to the Borrower and the Agent of its 
desire to so renegotiate such fees if such Bank determines it or any 
corporation controlling it is required to maintain capital to support such 
Bank's unused Commitment hereunder.  Upon the Borrower receiving such notice 
from a Bank, for a period of 30 days the Borrower and such Bank shall attempt 
to renegotiate the fees payable to such Bank so that such fees shall be 
acceptable to both parties in their discretion, which renegotiated fees, if 
any, shall become effective on the date specified by the Borrower and Bank in 
a written notice to the Agent setting forth such fee.  If after such 30 day 
period the Borrower and such Bank have been unable to reach such an agreement, 
either such party shall have the right to terminate the relevant Bank's 
Commitments hereunder by giving the other party and the Agent notice thereof, 
whereupon the Commitment of such Bank shall terminate; provided that if any 
Loans from such Bank are then outstanding hereunder the Borrower shall have 
the right to require that the Commitment of such Bank remain in effect in the 
amount of such outstanding Loans and thereafter continue to remain in effect 
in the aggregate amount of all Loans of such Bank outstanding hereunder; 
provided, however, that any repayment of such Bank's outstanding Loans (other 
than through a Refunding Borrowing) shall automatically reduce the amount of 
te Commitment of such Bank by the amount of such repayment.  Without limiting 
the effect of any other provision hereof, it is specifically understood that 
each Bank may require the renegotiation of the fees payable to such Bank at 
any time hereunder, and no failure or delay on the part of a Bank in requiring 
such renegotiation shall be deemed a waiver of, or otherwise limited or 
affect, the Bank's right to require such renegotiation.  
  
       Section 10.4.       Lending Offices;.  Each Bank may, at its option, 
elect to make its Loans hereunder at the branch, office or affiliate specified 
on the appropriate signature page hereof (each a "Lending Office") for each 
type of Loan available hereunder or at such other of its branches, offices or 
affiliates as it may from time to time elect and  designate in a notice to the 
Borrower and the Agent.  
  
       Section 10.5.       Discretion of Bank as to Manner of Funding;.  
Notwithstanding any other provision of this Agreement, each Bank shall be 
entitled to fund and maintain its funding of all or any part of its Loans in 
any manner it sees fit, it being understood, however, that for the purposes of 
this Agreement all determinations hereunder shall be made as if each Bank had 
actually funded and maintained each Eurocurrency Loan through the purchase of 
deposits in the relevant market having a maturity corresponding to such Loan's 
Interest Period and bearing an interest rate equal to LIBOR for such Interest 
Period.  
  
SECTION 11.       THE AGENT;.  
  
       Section 11.1.       Appointment and Authorization;.  Each Bank hereby 
irrevocably appoints Harris Trust and Savings Bank its Agent under this 
Agreement and the other Loan Documents and hereby authorizes the Agent to take 
such action as Agent and on its behalf and to exercise such powers under this 
Agreement and the other Loan Documents as are delegated to the Agent by the 
terms hereof, together with such powers as are reasonably incidental thereto.  
  
       Section 11.2.       Agent and Affiliates;.  The Agent shall have the 
same rights and powers under this Agreement and the other Loan Documents as 
any other Bank and may exercise or refrain from exercising the same as though 
it were not an Agent, and the Agent and its affiliates may accept deposits 
from, lend money to, and generally engage in any kind of business with the 
Borrower or any Subsidiary or affiliate of the Borrower as if it were not an 
Agent hereunder and thereunder.  
  
       Section 11.3.       Action by Agent;.  Except for action expressly 
required of the Agent hereunder, the Agent shall in all cases be fully 
justified in failing or refusing to act hereunder and under the other Loan 
Documents unless the Agent shall be indemnified to its reasonable satisfaction 
by the Banks against any and all liability and expense which may be incurred 
by it by reason of taking or continuing to take any such action.  In all cases 
in which this Agreement does not require the Agent to take certain actions, 
the Agent shall be fully justified in using its discretion in failing to take 
or in taking any action hereunder or under the other Loan Documents.  Without 
limiting the generality of the foregoing, the Agent shall not be required to 
take any action with respect to any Event of Default, except as expressly 
provided in Section 9.2.  The Agent shall be acting as an independent 
contractor hereunder and nothing herein shall be deemed to impose on the Agent 
any fiduciary obligations to the Banks or the Borrower.  
  
       Section 11.4.       Consultation with Experts;.  The Agent may consult 
with legal counsel, independent public accountants and other experts selected 
by it and shall not be liable for any action taken or omitted to be taken by 
it in good faith in accordance with the advice of such counsel, accountants or 
experts.  
  
       Section 11.5.       Liability of Agent;.  No Agent nor any of its 
directors, officers, agents or employees shall be liable for any action taken 
or not taken by it in connection herewith (i) with the consent or at the 
request of the Required Banks or (ii) in the absence of its own gross 
negligence or willful misconduct.  The Agent nor any of its directors, 
officers, agents or employees shall not be responsible for or have any duty to 
ascertain, inquire into or verify (i) any statement, warranty or 
representation made in connection with this Agreement or any borrowing or 
other extension of credit hereunder or any other Loan Document; (ii) the 
performance or observance of any of the covenants or agreements of the 
Borrower in any Loan Document; (iii) the satisfaction of any condition 
specified in Section 7, except receipt of items required to be delivered to 
the Agent; or (iv) the validity, effectiveness or genuineness of this 
Agreement, the Notes, the Letters of Credit, any other Loan Document or any 
other instrument or writing furnished in connection herewith.  The Agent shall 
not incur any liability by acting in reliance upon any notice, consent, 
certificate, request or statement, (whether written or oral) or other 
documents believed by it to be genuine or to be signed by the proper party or 
parties and, in the case of legal matters, in relying on the advice of counsel 
(including counsel for the Borrower).  The Agent may treat the Banks that are 
named herein as the holders of the Notes and the indebtedness contemplated 
herein unless and until the Agent receives notice of the assignment of the 
Note and the indebtedness held by a Bank hereunder pursuant to an assignment 
contemplated by Section 12.11 hereof.  
  
       Section 11.6.       Indemnification;.  Each Bank shall, ratably in 
accordance with its Commitments (or, if the Commitments have been terminated 
in whole, ratably in accordance with its outstanding Loans and Letter of 
Credit Utilization), indemnify the Agent (to the extent not reimbursed by the 
Borrower) against any cost, expense (including counsels' fees and 
disbursements), claim, demand, action, loss, obligation, damages, penalties, 
judgments, suits or liability (except such as result from the Agent's gross 
negligence or willful misconduct) that the Agent may suffer or incur in 
connection with this Agreement or any other Loan Document or any action taken 
or omitted by the Agent hereunder or thereunder.  
  
       Section 11.7.       Credit Decision;.  Each Bank acknowledges that it 
has, independently and without reliance upon the 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 Agent 
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 any action under this Agreement or any other Loan 
Document.  
  
       Section 11.8.       Resignation of the Agent;.  Subject to the 
appointment and acceptance of a successor Agent as provided below, the Agent 
may resign at any time by giving written notice thereof to the Banks and the 
Borrower.  Upon any such resignation of the Agent, the Required Banks shall 
have the right to appoint, with the consent of the Borrower, a successor 
Agent.  If no successor Agent shall have been so appointed by the Required 
Banks, and shall have accepted such appointment, within thirty (30) days after 
the retiring Agent's giving of notice of resignation, then the retiring Agent 
may, on behalf of the Banks, appoint a successor Agent, which shall be a 
commercial bank organized under the laws of the United States of America or of 
any State thereof and having a combined capital and surplus of at least 
$200,000,000.  Upon the acceptance of its appointment as Agent hereunder by a 
successor Agent, such successor Agent shall thereupon succeed to and become 
vested with all the rights and duties of the retiring Agent, and the retiring 
Agent shall be discharged from its duties and obligations hereunder and under 
the other Loan Documents.  After any retiring Agent's resignation hereunder as 
Agent, the provisions of this Section 11 shall inure to its benefit as to any 
actions taken or omitted to be taken by it while it was Agent.  
  
       Section 11.9.       Payments;.  Unless the Agent shall have been 
notified by a Bank prior to the date on which such Bank is scheduled to make 
payment to the Agent of the proceeds of a Loan (which notice shall be 
effective upon receipt) that such Bank does not intend to make such payment, 
the Agent may assume that such Bank has made such payment when due and the 
Agent may in reliance upon such assumption (but shall not be required to) make 
available to the Borrower the proceeds of the Loan to be made by such Bank 
and, if any Bank has not in fact made such payment to the Agent, such Bank 
shall, on demand, pay to the Agent the amount made available to the Borrower 
attributable to such Bank together with interest thereon in respect of each 
day during the period commencing on the date such amount was made available to 
the Borrower and ending on (but excluding) the date such Bank pays such amount 
to the Agent at a rate per annum equal to the Federal Funds Rate (as 
hereinafter defined).  If such amount is not received from such Bank by the 
Agent immediately upon demand, the Borrower will, on demand, repay to the 
Agent the proceeds of the Loan attributable to such Bank with interest thereon 
at a rate per annum equal to the interest rate applicable to the relevant 
Loan, but without such payment being considered a payment or prepayment of a 
Loan, so that the Borrower will have no liability under Section 2.10 hereof 
with respect to such payment.  "Federal Funds Rate" shall mean the "Federal 
Funds (Effective)" rate described in Section 2.1(a)(ii) hereof.  
  
SECTION 12.       MISCELLANEOUS;.  
  
       Section 12.1.       Withholding Taxes;.  (a) Except as otherwise 
required by law and subject to Section 12.1(b) hereof, each payment by the 
Borrower under this Agreement or the Notes or in respect of the Letters of 
Credit shall be made without setoff or counterclaim and without withholding 
for or on account of any present or future taxes imposed by or within the 
jurisdiction in which the Borrower is domiciled, any jurisdiction from which 
the Borrower makes any payment hereunder, or (in each case) any political 
subdivision or taxing authority thereof or therein.  If any such withholding 
is so required, the Borrower shall make the withholding, pay the amount 
withheld to the appropriate governmental authority before penalties attach 
thereto or interest accrues thereon and forthwith pay such additional amount 
as may be necessary to ensure that the net amount actually received by each 
Bank and the Agent free and clear of such taxes (including such taxes on such 
additional amount) is equal to the amount which that Bank or the Agent (as the 
case may be) would have received had such withholding not been made.  If the 
Agent or any Bank pays any amount in respect of any such taxes, penalties or 
interest, the Borrower shall reimburse the Agent or that Bank for that payment 
on demand in the currency in which such payment was made.  If the Borrower 
pays any such taxes, penalties or interest, it shall deliver official tax 
receipts evidencing that payment or certified copies thereof to the Agent on 
or before the thirtieth day after payment.  
       (b)       U.S. Withholding Tax Exemptions.  Each Bank that is not a 
United States person (as such term is defined in Section 7701(a)(30) of the 
Code) shall submit to the Borrower on or before the date the initial Borrowing 
is made hereunder, duly completed and signed copies of either Form 1001 
(relating to such Bank and entitling it to a complete exemption from 
withholding on all amounts to be received by such Bank, including fees, 
pursuant to this Agreement and the Loans) or Form 4224 (relating to all 
amounts to be received by such Bank, including fees, pursuant to this 
Agreement and the Loans) of the United States Internal Revenue Service.  
Thereafter and from time to time, each such Bank shall submit to the Borrower 
such additional duly completed and signed copies of one or the other of such 
Forms (or such successor forms as shall be adopted from time to time by the 
relevant United States taxing authorities) as may be (i) notified by the 
Borrower to such Bank and (ii) required under then-current United States law 
or regulations to avoid or reduce United States withholding taxes on payments 
in respect of all amounts to be received by such Bank, including fees, 
pursuant to this Agreement or the Loans or the Letters of Credit.  Upon the 
request of the Borrower, each Bank that is a United States person (as such 
term is defined in Section 7701(a)(30) of the Code) shall submit to the 
Borrower a certificate to the effect that it is such a United States person.  
       (c)       Inability of Bank to Submit Forms.  If any Bank determines, 
as a result of any change in applicable law, regulation or treaty, or in any 
official application or interpretation thereof, that it is unable to submit to 
the Borrower any form or certificate that such Bank is obligated to submit 
pursuant to subsection (b) of this Section 12.1, or that such Bank is required 
to withdraw or cancel any such form or certificate previously submitted or any 
such form or certificate otherwise becomes ineffective or inaccurate, such 
Bank shall promptly notify the Borrower of such fact and the Bank shall to 
that extent not be obligated to provide any such form or certificate and will 
be entitled to withdraw or cancel any affected form or certificate, as 
applicable.  
  
       Section 12.2.       No Waiver of Rights;.  No delay or failure on the 
part of any Bank or on the part of the holder or holders of any Note in the 
exercise of any power or right shall operate as a waiver thereof, nor as an 
acquiescence in any default, nor shall any single or partial exercise thereof 
preclude any other or further exercise of any other power or right, and the 
rights and remedies hereunder of the Banks and of the holder or holders of any 
Notes are cumulative to, and not exclusive of, any rights or remedies which 
any of them would otherwise have.  
  
       Section 12.3.       Non-Business Day;.  If any payment of principal or 
interest on any Loan or of any fee hereunder shall fall due on a day which is 
not a Business Day, interest at the rate such Loan bears for the period prior 
to maturity or at the rate such fee accrues shall continue to accrue from the 
stated due date thereof to and including the next succeeding Business Day, on 
which the same shall be payable.  
  
       Section 12.4.       Documentary Taxes;.  The Borrower agrees that it 
will pay any documentary, stamp or similar taxes payable in respect to this 
Agreement, the Applications or any Note, including interest and penalties, in 
the event any such taxes are assessed irrespective of when such assessment is 
made and whether or not any credit is then in use or available hereunder.  
  
       Section 12.5.       Survival of Representations;.  All representations 
and warranties made herein or in certificates given pursuant hereto shall 
survive the execution and delivery of this Agreement, the Applications and of 
the Notes, and shall continue in full force and effect with respect to the 
date as of which they were made as long as any credit is in use or available 
hereunder.  
  
       Section 12.6.       Survival of Indemnities;.  All indemnities and all 
other provisions relative to reimbursement to the Banks of amounts sufficient 
to protect the yield of the Banks with respect to the Loans, including, but 
not limited to, Section 2.10 and Section 10.3 hereof, shall survive the 
termination of this Agreement and the payment of the Loans, the Notes and 
obligations in respect of the Letters of Credit.  
  
       Section 12.7.       Sharing of Set-Off;.  Each Bank agrees with each 
other Bank a party hereto that if on or after the date of the occurrence of an 
Event of Default and the acceleration of the maturity of the Notes pursuant to 
Section 9.2 or 9.3 hereof such Bank shall receive and retain any payment, 
whether by set-off or application of deposit balances or otherwise 
("Set-off"), on any of the Obligations outstanding under this Agreement in 
excess of its ratable share of payments on all Obligations then outstanding to 
the Banks, then such Bank shall purchase for cash at face value, but without 
recourse, ratably from each of the other Banks such amount of the Obligations 
held by each such other Bank (or interest therein) as shall be necessary to 
cause such Bank to share such excess payment ratably with all the other Banks; 
provided, however, that if any such purchase is made by any Bank, and if such 
excess payment or part thereof is thereafter recovered from such purchasing 
Bank, the related purchases from the other Banks shall be rescinded ratably 
and the purchase price restored as to the portion of such excess payment so 
recovered, but without interest.  Each Bank's ratable share of any such 
Set-off shall be determined by the proportion that the aggregate amount of 
Loans and Obligations with respect to outstanding Letters of Credit then due 
and payable to such Bank bears to the total aggregate amount of the Loans and 
Obligations with respect to outstanding Letters of Credit then due and payable 
to all the Banks.  
  
       Section 12.8.       Notices;.  Except as otherwise specified herein, 
all notices hereunder shall be in writing (including cable, telecopy or telex) 
and shall be given to the relevant party at its address, telecopier number or 
telex number set forth below, in the case of the Borrower, or on the 
appropriate signature page hereof, in the case of the Banks and the Agent, or 
such other address, telecopier number or telex number as such party may 
hereafter specify by notice to the Agent and the Borrower, given by United 
States certified or registered mail, by telecopy or by other telecommunication 
device capable of creating a written record of such notice and its receipt.  
Notices hereunder to the Borrower shall be addressed to:  
       General Housewares Corp.  
       1536 Beech Street  
       Terre Haute, Indiana  47804-4066  
       Attention:      Robert L. Gray  
       Telephone:    (812) 232-1000, Ext. 288  
       Telecopy:       (812) 232-7016  
       with a copy to:  
       General Housewares Corp.  
       1536 Beech Street  
       Terre Haute, Indiana  47804-4066  
       Attention:       Raymond J. Kulla  
       Telephone:     (812) 232-1000  
       Telecopy:       (812) 232-7016  
  
Each such notice, request or other communication shall be effective (i) if 
given by telecopier, when such telecopy is transmitted to the telecopier 
number specified in this Section and a confirmation of such telecopy has been 
received by the sender, (ii) if given by telex, when such telex is transmitted 
to the telex number specified in this Section and the answerback is received 
by sender, (iii) if given by mail, five (5) days after such communication is 
deposited in the mail, certified or registered with return receipt requested, 
addressed as aforesaid or (iv) if given by any other means, when delivered at 
the addresses specified in this Section; provided that any notice given 
pursuant to Section 1 hereof shall be effective only upon receipt.  
  
       Section 12.9.       Counterparts;.  This Agreement may be executed in 
any number of counterparts, and by the different parties on different 
counterparts, each of which when executed shall be deemed an original but all 
such counterparts taken together shall constitute one and the same instrument.  
  
       Section 12.10.       Successors and Assigns;.  This Agreement shall be 
binding upon the Borrower and its successors and assigns, and shall inure to 
the benefit of each of the Banks and the benefit of their respective 
successors and assigns, including any subsequent holder of any Note.  The 
Borrower may not assign any of its rights or obligations hereunder without the 
written consent of all of the Banks.  
  
       Section 12.11.       Participants and Note Assignees;.  Each Bank shall 
have the right at its own cost to grant participations (to be evidenced by one 
or more agreements or certificates of participation) in the Loans made, 
Commitments and/or Letters of Credit, by such Bank at any time and from time 
to time, and to assign its rights under such Loans or the Notes evidencing 
such Loans to a federal reserve bank; provided that no such participation or 
assignment of a Note shall relieve any Bank of any of its obligations under 
this Agreement, and provided further that no such assignee or participant 
shall have any rights under this Agreement except as provided in this Section 
12.11, and the Agent shall have no obligation or responsibility to such 
participant or assignee, except that nothing herein provided is intended to 
affect the rights of an assignee of a Note to enforce the Note assigned.  Any 
party to which such a participation or assignment has been granted shall have 
the benefits of Section 2.10 and Section 10.3 hereof but shall not be entitled 
to receive any greater payment under either such Section than the Bank 
granting such participation or assignment would have been entitled to receive 
with respect to the rights transferred.  
  
       Section 12.12.       Assignment of Commitments by Banks;.  Each Bank 
shall have the right at any time, with the prior consent of Borrower (which 
consent shall not be unreasonably withheld or delayed), to sell, assign, 
transfer or negotiate all or any part of its Loans, Commitments and/or Letters 
of Credit to one or more commercial banks or other financial institutions; 
provided that such assignment is in an amount of at least $5,000,000 provided 
further that no Bank may make any assignment if after giving effect thereto 
the amount of its Commitment hereunder would be less than $5,000,000 and 
provided further that without the consent of the Borrower or the Agent, any 
Bank may so assign all or part of its Commitment to any affiliate of the 
assigning Bank (provided that such affiliate complies with Section 12.1 hereof 
at the time of such assignment).  Upon any such assignment, and its 
notification to the Agent, the assignee shall become a Bank hereunder, all 
Loans and the Commitment it thereby holds shall be governed by all the terms 
and conditions hereof, and the Bank granting such assignment shall have its 
Commitment and its obligations and rights in connection therewith, reduced by 
the amount of such assignment.  Upon each such assignment, the Bank granting 
such assignment shall pay to the Agent for the Agent's sole account a fee of 
$2,500.  
  
       Section 12.13.       Amendments;.  Any provision of this Agreement, the 
Applications or the Notes may be amended or waived if, but only if, such 
amendment or waiver is in writing and is signed by (a) the Borrower, (b) the 
Required Banks, and (c) if the rights or duties of the Agent are affected 
thereby, the Agent, as applicable; provided that:  
       (i)       no amendment or waiver pursuant to this Section shall (A) 
increase any Commitment of any Bank without the consent of such Bank or (B) 
reduce the amount of or postpone the date for payment of any principal of or 
interest on any Loan or of any fee payable hereunder without the consent of 
the Bank to which such payment is owing or which has committed to make such 
Loan or other credit hereunder; and  
       (ii)       no amendment or waiver pursuant to this Section shall, 
unless signed by each Bank, change the provisions of this Section, the 
definition of Required Banks or Termination Date, or any condition precedent 
set forth in Section 7 hereof or the provisions of Sections 9.1.(h), 9.1.(i) 
or 9.3., or affect the number of Banks required to take any action hereunder.  
  
       Section 12.14.       Non-Reliance on Margin Stock;.  Each of the Banks 
represents to the Agent and to each of the other Banks that it in good faith 
is not relying upon any Margin Stock as collateral in the extension or 
maintenance of the credit provided for in this Agreement.  
  
       Section 12.15.       Legal Fees and Indemnification;.  The Borrower 
agrees to pay the reasonable fees and disbursements of Messrs. Chapman and 
Cutler, counsel to the Agent, in connection with the preparation and execution 
of this Agreement and the other Loan Documents, and any amendment, waiver or 
consent related hereto, whether or not the transactions contemplated herein 
are consummated.  The Borrower further agrees to indemnify each Bank, its 
directors, officers and employees against all losses, claims, damages, 
penalties, judgments, liabilities and expenses (including, without 
limitations, all expenses of litigation or preparation therefor whether or not 
any Bank is a party thereto) which any of them may pay or incur arising out of 
or relating to this Agreement, any other Loan Document, the transactions 
contemplated hereby or thereby or the direct or indirect application or 
proposed application of the proceeds of any Loan or Letter of Credit 
hereunder, other than those which arise from the gross negligence or willful 
misconduct of the party claiming indemnification.  The obligations of the 
Borrower under this Section shall survive the termination of this Agreement.  
  
       Section 12.16.       Currency;.  Each reference in this Agreement to 
U.S. Dollars or to an Alternative Currency (the "relevant currency") is of the 
essence.  To the fullest extent permitted by law, the obligation of the 
Borrower in respect of any amount due in the relevant currency under this 
Agreement shall, notwithstanding any payment in any other currency (whether 
pursuant to a judgment or otherwise), be discharged only to the extent of the 
amount in the relevant currency that the Bank entitled to receive such payment 
may, in accordance with normal banking procedures, purchase with the sum paid 
in such other currency (after any premium and costs of exchange) on the 
Business Day immediately following the day on which such party receives such 
payment.  If the amount in the relevant currency that may be so purchased for 
any reason falls short of the amount originally due, the Borrower shall pay 
such additional amounts, in the relevant currency, as may be necessary to 
compensate for the shortfall.  Any obligations of the Borrower not discharged 
by such payment shall, to the fullest extent permitted by applicable law, be 
due as a separate and independent obligation and, until discharged as provided 
herein, shall continue in full force and effect.  
  
       Section 12.17.       Currency Equivalence;.  If for the purposes of 
obtaining judgment in any court it is necessary to convert a sum due from the 
Borrower hereunder or under the Notes in the currency expressed to be payable 
herein or under the Notes (the "specified currency") into another currency, 
the parties agree that the rate of exchange used shall be that at which in 
accordance with normal banking procedures the Agent could purchase the 
specified currency with such other currency on the Business Day preceding that 
on which final judgment is given.  The obligation of the Borrower in respect 
of any such sum due to any Bank or the Agent hereunder or under any Note 
shall, notwithstanding any judgment in a currency other than the specified 
currency, be discharged only to the extent that on the Business Day following 
receipt by such Bank or the Agent, as the case may be, of any sum adjudged to 
be so due in such other currency, such Bank or the Agent, as applicable, may 
in accordance with normal banking procedures purchase the specified currency 
with such other currency.  If the amount of the specified currency so 
purchased is less than the sum originally due to such Bank or the Agent in the 
specified currency, the Borrower agrees, as a separate obligation and 
notwithstanding any such judgment, to indemnify such Bank and the Agent 
against such loss, and if the amount of the specified currency so purchased 
exceeds the sum of (a) the amount originally due to the applicable Bank or the 
Agent in the specified currency plus (b) any amounts shared with other Banks 
as a result of allocations of such excess as a disproportionate payment to 
such Bank under Section 12.7 hereof, such Bank or the Agent, as the case may 
be, agrees to remit such excess to the Borrower.  
  
       Section 12.18.       Governing Law;.  This Agreement, the Applications 
and the Notes, and the rights and duties of the parties hereto and thereto, 
shall be construed and determined in accordance with the laws of the State of 
Illinois, without regard to the internal laws thereof with respect to 
conflicts of law.  
  
       Section 12.19.       Headings;.  Section headings used in this 
Agreement are for reference only and shall not affect the construction of this 
Agreement.  
  
       Section 12.20.       Entire Agreement;.  This Agreement constitutes the 
entire understanding of the parties hereto with respect to the subject matter 
hereof and any prior or contemporaneous agreements, whether written or oral, 
with respect thereto are superseded hereby.  
Upon your acceptance hereof in the manner hereinafter set forth, this 
Agreement shall be a contract between us for the purposes hereinabove set 
forth.  
Dated as of November 13, 1996.  
       GENERAL HOUSEWARES CORP.  
(SEAL)  
       By./s/Robert L. Gray  
              Its Vice President-Finance and Treasurer  
  
Accepted and Agreed to as of the day and year last above written.  
  
Address and Amount of Commitment:  
111 West Monroe Street       HARRIS TRUST AND SAVINGS BANK, in  
Chicago, Illinois  60690              its individual capacity as a Bank,  
Attention:       Mr. Peter Krawchuk as Agent  
       Emerging Majors East  
Telecopy:  (312) 461-2591  
Telephone:  (312) 461-2783  
Revolving Credit   
       Commitment:       $23,000,000       By:/s/Peter Krawchuk  
                                           Its Vice President  
  
Lending Offices:   
  
       Domestic Rate Loans:                 111 West Monroe Street  
                                            Chicago, Illinois  60690  
  
                                            Nassau Branch  
       Eurocurrency Loans:                  c/o 111 West Monroe Street  
                                            Chicago, Illinois  60690  
  
One First National Plaza                    THE FIRST NATIONAL BANK OF  
Chicago, Illinois  60670                    CHICAGO  
Attention:  Mr. Steven Price  
Mail Suite 0088  
Telecopy:  (312) 732-1117                   By:/s/Stephen C. Price  
Telephone:  (312) 732-9099                  Its Vice President  
Revolving Credit   
    Commitment:       $12,000,000  
  
Lending Offices:  
  
       Domestic Rate Loans:                     One First National Plaza  
                                                Chicago, Illinois  60670  
  
       Eurocurrency Loans:                      One First National Plaza  
                                                Chicago, Illinois  60670  
  
50 South LaSalle Street                         THE NORTHERN TRUST COMPANY  
Chicago, Illinois  60675  
Attention:  Candelario Martinez  
Telecopy:  (312) 444-7028                       By /s/Candelario Martinez  
Telephone:  (312) 557-2816                      Its Second Vice President  
Revolving Credit   
       Commitment:       $10,000,000  
  
Lending Offices:   
  
       Domestic Rate Loans:                     50 South LaSalle Street  
                                                Chicago, Illinois  60675  
  
       Eurocurrency Loans:                      50 South LaSalle Street  
                                                Chicago, Illinois  60675  
  
  
EXHIBIT A  
REVOLVING CREDIT NOTE  
       November 13, 1996  
FOR VALUE RECEIVED, the undersigned, General Housewares Corp., a Delaware 
corporation (the "Borrower"), promises to pay to the order of 
________________________ _____________________________ (the "Bank") on the 
Termination Date of the hereinafter defined Credit Agreement, at the principal 
office of Harris Trust and Savings Bank in Chicago, Illinois (or, in the case 
of Eurocurrency Loans denominated in an Alternative Currency, at such office 
as the Agent has previously notified the Borrower), in immediately available 
funds in the currency in which the applicable Loan was made, the aggregate 
unpaid principal amount of all Loans made by the Bank to the Borrower under 
its Commitments pursuant to the Credit Agreement and with each Loan to mature 
and become payable on the last day of the Interest Period applicable thereto, 
but in no event later than the Termination Date, together with interest on the 
principal amount of each Loan from time to time outstanding hereunder at the 
rates, and payable in the manner and on the dates, specified in the Credit 
Agreement.  
The Bank shall record on its books or records or on a schedule attached to 
this Note, which is a part hereof, each Loan made by it pursuant to its 
Commitment, together with all payments of principal and interest and the 
principal balances from time to time outstanding hereon, whether the Loan is a 
Domestic Rate Loan or a Eurocurrency Loan and the interest rate and Interest 
Period applicable thereto and, in the case of any Eurocurrency Loan, the 
currency thereof, provided that prior to the transfer of this Note all such 
amounts shall be recorded on the schedule attached to this Note.  The record 
thereof, whether shown on such books or records or on the schedule to this 
Note, shall be prima facie evidence of the same, provided, however, that the 
failure of the Bank to record any of the foregoing or any error in any such 
record shall not limit or otherwise affect the obligation of the Borrower to 
repay all Loans made to it pursuant to the Credit Agreement together with 
accrued interest thereon.  
This Note is one of the Notes referred to in the Credit Agreement dated as of 
November 13, 1996, among the Borrower, Harris Trust and Savings Bank, as 
Agent, and others (the "Credit Agreement"), and this Note and the holder 
hereof are entitled to all the benefits provided for thereby or referred to 
therein, to which Credit Agreement reference is hereby made for a statement 
thereof.  All defined terms used in this Note, except terms otherwise defined 
herein, shall have the same meaning as in the Credit Agreement.  This Note 
shall be governed by and construed in accordance with the laws of the State of 
Illinois.  
  
Prepayments may be made hereon and this Note may be declared due prior to the 
expressed maturity hereof, all in the events, on the terms and in the manner 
as provided for in the Credit Agreement.  
The Borrower hereby waives demand, presentment, protest or notice of any kind 
hereunder.  
GENERAL HOUSEWARES CORP.  
By /s/  
       Its _____________________________  
  
  
  
EXHIBIT B  
SUBSIDIARIES OF GENERAL HOUSEWARES CORP.  
I.  CONSOLIDATED SUBSIDIARIES  
                                 JURISDICTION OF           PERCENTAGE  
       NAME                      INCORPORATION           OF OWNERSHIP  
Chicago Cutlery, Inc.                Florida                     100%  
Chicago Cutlery etc., Inc.         Indiana                       100%  
General Housewares Export       U.S. Virgin Islands              100%  
 Corporation  
General Housewares of Canada Inc.  Province of Quebec, Canada    100%  
  
II.  SUBSIDIARIES WHICH ARE NOT CONSOLIDATED  
         
       NONE  
  
  
EXHIBIT C  
To each of the Banks named in the   
  hereinafter defined Credit Agreement  
c/o Harris Trust and Savings Bank,  
  as Agent under the Credit Agreement  
  
Gentlemen:  
I am Secretary and General Counsel of General Housewares Corp., a Delaware 
corporation (the "Borrower"), in connection with the authorization of and the 
execution and delivery of the Credit Agreement dated as of November 13, 1996, 
among the Borrower and you and the banks named therein (the "Credit 
Agreement").  All terms used and not defined herein shall have the meanings 
assigned to them in the Credit Agreement.  
In rendering this opinion, I have made such investigations of fact and have 
considered such questions of law as I have deemed necessary for the purposes 
of this opinion, which is delivered to you pursuant to Section 7.1(a) of the 
Credit Agreement.  Based on the foregoing, it is my opinion that:  
       (i)       The Borrower is duly organized and validly existing in good 
standing under the laws of the State of Delaware; has the corporate power to 
carry on its present business; is duly licensed or qualified in all states and 
jurisdictions wherein the nature of the business carried on by it or the 
assets and properties owned or leased by it requires such qualification or 
licensing, except where the failure to be so licensed or qualified would not 
have a material adverse effect on the financial condition or properties, 
business or operations of the Borrower and the Consolidated Subsidiaries taken 
as a whole; and has the corporate power and authority to enter into the Credit 
Agreement and the Applications, to make the borrowings and request letters of 
credit therein provided for, to issue its Notes and Applications and to 
perform each and all of the matters and things therein provided for.  
       (ii)       Each Subsidiary is a corporation duly organized, validly 
existing and in good standing under the laws of its jurisdiction of 
incorporation and is duly licensed or qualified and is in good standing in 
each jurisdiction in which the character of the properties owned or leased by 
it or the nature of the business transacted by it makes such licensing or 
qualification necessary and all of the issued and outstanding shares of 
capital stock of each such Subsidiary have been duly issued, are fully paid 
and non-assessable and are owned by the Borrower, by one or more Subsidiaries, 
or by the Borrower and one or more Subsidiaries.  
       (iii)       The Credit Agreement, Applications and the Notes delivered 
on the date hereof have been duly authorized, executed, and delivered by and 
on behalf of the Borrower and constitute legal, valid, and enforceable 
obligations of the Borrower, except to the extent affected by bankruptcy, 
insolvency or other similar laws relating to or affecting the enforcement of 
creditors' rights and remedies generally and general principles of equity.  
       (iv)       The Loan Documents do not, nor will the performance or 
observance by the Borrower of any of the matters and things therein provided 
for, contravene any provision of law applicable to the Borrower, or, to our 
knowledge, any judgment or decree applicable to the Borrower, the Certificate 
of Incorporation, as amended, or By-laws of the Borrower, or any indenture or 
material agreement to which the Borrower is a party or by which it or any of 
its properties is bound.  
       (v)       All authorizations, consents, approvals, filings, 
registrations, exemptions and regulatory approvals necessary to permit 
borrowings and requests for letters of credit by the Borrower under the Credit 
Agreement and the Applications have been obtained and remain in full force and 
effect.  
       (vi)       The making of the Loans and the application by the Borrower 
of the proceeds thereof do not violate Regulation U or Regulation X of the 
Board of Governors of the Federal Reserve System.  
       (vii)       The Borrower is not an "investment company" or a company 
"controlled" by an "investment company" as such terms are defined in the 
Investment Company Act of 1940, as amended.  
       (viii)       There is no litigation or governmental proceeding pending, 
or to the best of my knowledge threatened, against the Borrower or any 
Subsidiary which could reasonably be expected to (i) materially adversely 
affect the business and properties of the Borrower and its Subsidiaries on a 
consolidated basis or (ii) impair the validity or enforceability of any of the 
Loan Documents or materially impair the ability of the Borrower to perform its 
obligations under any of the Loan Documents.  
The opinion of Raymond J. Kulla, Esq., shall cover such other matters relating 
to the Credit Agreement as the Banks may reasonably request and may rely upon 
an opinion of Canadian counsel with respect to the opinion required in 
paragraph (ii) regarding the Borrower's Canadian Subsidiary.  With respect to 
matters of fact on which such opinion is based, such counsel shall be entitled 
to rely on appropriate certificates of public officials and officers of the 
Borrower.  
  
Respectfully submitted,  
  
  
EXHIBIT D  
GENERAL HOUSEWARES CORP.  
COMPLIANCE CERTIFICATE  
  
This Compliance Certificate is furnished to the Agent and the Banks pursuant 
to that certain Credit Agreement dated as of November 13, 1996, by and among 
the Borrower, the Agent and the Banks (the "Agreement").  Unless otherwise 
defined herein, the terms used in this Compliance Certificate have the 
meanings ascribed thereto in the Agreement.  
  
THE UNDERSIGNED HEREBY CERTIFIES THAT:  
  
       1.      I am the duly elected ________________________ of the Borrower;  
       2.      I have reviewed the terms of the Agreement and I have made, or 
have caused to be made under my supervision, a detailed review of the 
transactions and conditions of the Borrower and its Subsidiaries during the 
accounting period covered by the attached financial statements;  
       3.       The examinations described in paragraph 2 did not disclose, 
and I have no knowledge of, the existence of any condition or event which 
constitutes a Default or Event of Default during or at the end of the 
accounting period covered by the attached financial statements or as of the 
date of this Certificate, except as set forth below; and  
       4.       Schedule I attached hereto sets forth financial data and 
computations evidencing the Borrower's compliance with certain covenants of 
the Agreement, all of which data and computations are true, complete and 
correct.  
Described below are the exceptions, if any, to paragraph 3 by listing, in 
detail, the nature of the condition or event, the period during which it has 
existed and the action which the Borrower has taken, is taking, or proposes to 
take with respect to each such condition or event:  
  
The foregoing certifications, together with the computations set forth in 
Schedule I hereto and the financial statements delivered with this Certificate 
in support hereof, are made and delivered this _____ day of 
__________________, 19___.  
  
  
  
  
SCHEDULE I  
GENERAL HOUSEWARES CORP.  
Compliance Calculations for Credit Agreement  
Dated as of November 13, 1996  
Calculations as of _________________, 19___  
  
A.       Leverage Ratio (Section 8.7)  
       1.     Obligations for Borrowed Money                    $_____________  
       2.     Conditional Sale Obligations                      ______________  
       3.     Guaranties                                        ______________  
       4.     Take or pay (and similar) contract obligations   _______________  
       5.     Debt (to the extent not otherwise included   
              above) secured by liens or security interests    _______________  
       6.     Capitalized Lease Obligations (to the extent   
              not otherwise included above)                    _______________  
       7.     Add Lines 1 through 6 (Total Indebtedness)       _______________  
       8.     Short term Indebtedness (other than current      _______________  
              maturities of long term Indebtedness)  
       9.     Line 7 minus Line 8 (Consolidated Funded Debt)                    
       10.    Total Stockholders Equity (Consolidated Net Worth$______________  
       11.    Consolidated Funded Debt (Line 9 above)          _______________  
       12.    Add Line 10 and Line 11 (or subtract Line 10   
              from Line 11 if Line 11 is a negative number)    _______________  
       13.    Ratio of Line 9 to Line 12                       _______: 1.0  
       14.    Line 13 ratio must not be in an amount greater than     .45:1.0  
  
B.       Consolidated Net Worth (Section 8.6).  
       1.       Consolidated Net Worth   
              (Line A.10. above)                              $_______________  
       2.       Line 1 must not be less than $45,000,000 (to be increased as  
               provided in Section 8.6)  
  
C.       Current Ratio (Section 8.9).  
       1.       Consolidated current assets                   $_______________  
       2.       Consolidated current liabilities              $_______________  
       3.       Ratio of Line 1 to Line 2                             : 1.0     
       4.       Line 3 ratio must not be in an amount less than   1.5 : 1.0     
  
D.       Fixed Charge Coverage Ratio (Section 8.8).  
       1.       Consolidated Net Earnings (including non-  
              operating losses to the extent cash is reduced  
              and excluding non-operating gains)              $_______________  
       2.       Consolidated Interest Expense                 $_______________  
       3.       Federal, state and local income taxes         $_______________  
       4.       Payments due under operating leases (Rentals) $_______________  
       5.       Sum of Lines 1 through 4 (Earnings Available  
              for Fixed Charges)                              $                 
       6.       Consolidated Interest Expense  
              (including capitalized leases)                  $_______________  
       7.     Payments due under operating leases (Line D.4.  
               above)                                          _______________  
       8.       Sum of Lines 6 and 7       $                 
       9.       Ratio of Line 5 to Line 8                           to 1.0      
       10.       Line 12 ratio must be equal to or greater than:    2.0 to 1.0  
  
  
EXHIBIT E  
FUNDED DEBT OF SUBSIDIARIES AND EXISTING SHORT TERM  
INDEBTEDNESS OF BORROWER  
  
1.       Borrower's indebtedness to Merchant's Bank under $1,000,000 line of 
credit.  
  
  
  
EXHIBIT F  
LIENS  
None  
  
  
  
EXHIBIT G  
GUARANTIES  
       None  
  
  
  
EXHIBIT H  
DESCRIPTION OF FIRST COLONY AND AMERICAN MAYFLOWER DEBT  
See Attached  
  
  
  
  
  
GENERAL HOUSEWARES CORP.  
  
  
  
  
THIRD LIMITED WAIVER AND  
SECOND AMENDMENT TO NOTE AGREEMENTS  
  
  
  
  
Dated as of November 15, 1996  
  
  
  
  
Re:       Note Agreements dated as of November 15, 1994  
and  
$10,000,000 8.41% Senior Notes  
due November 15, 2004  
  
  
  
  
  
  
TABLE OF CONTENTS  
Parties  
SECTION 1.       WAIVERS  
SECTION 2.       AMENDMENTS TO NOTE AGREEMENTS  
Section 2.1.       Amendments to Section 5.7  
Section 2.2.       Amendments to Section 5.12  
Section 2.3.       Amendments to Section 8.1  
SECTION 3.       RIGHT TO PUT NOTES  
SECTION 4.       WARRANTIES AND REPRESENTATIONS  
SECTION 5.       CONDITIONS PRECEDENT  
Section 5.1.       Opinion of Counsel  
Section 5.2.       Consent  
Section 5.3.       Waiver and Amendment Fee  
Section 5.4       Payment of Fees and Disbursements of Special Counsel  
SECTION 6.       MISCELLANEOUS PROVISIONS  
Section 6.1.       Effective Date  
Section 6.2.       Ratification of Note Agreements  
Section 6.3.       Counterparts  
Section 6.4.       Reference to Note Agreements  
Signature Page  
  
Attachments to Waiver and Amendment:  
  
Schedule I       Noteholders and Principal Amount of Notes Held  
Annex A       Representations and Warranties of the Company  
Annex B       Form of Closing Opinion of Counsel to the Company  
  
  
  
  
GENERAL HOUSEWARES CORP.  
THIRD LIMITED WAIVER AND  
SECOND AMENDMENT TO NOTE AGREEMENTS  
Re:       Note Agreements dated as of November 15, 1994  
and  
$10,000,000 8.41% Senior Notes  
due November 15, 2004  
  
 .c4.Parties;  
  
To the Noteholders which are signatories       Dated as of  
  to this Waiver and Amendment       November 15, 1996  
  
Ladies and Gentlemen:  
  
Reference is hereby made to the separate Note Agreements, each dated as of 
November 15, 1994 by and between General Housewares Corp., a Delaware 
corporation (the "Company"), and each of Northern Life Insurance Company, 
ReliaStar Bankers Security Life Insurance Society (formerly Bankers Security 
Life Insurance Society, successor to The North Atlantic Life Insurance Company 
of America) and Berkshire Life Insurance Company (herein referred to as the 
"Noteholders") under and pursuant to which $10,000,000 8.41% Senior Notes due 
November 15, 2004 of the Company were issued (such Note Agreements, as 
heretofore amended by that certain First Amendment to Note Agreements dated as 
of May 1, 1996 (the "First Amendment") among the Company and, among others, 
the Noteholders, are herein referred to as the "Note Agreements").  Although 
$20,000,000 of the 8.41% Senior Notes were originally issued, as hereinafter 
discussed the Company has prepaid $10,000,000 of such Senior Notes on November 
15, 1996 leaving $10,000,000 of such Senior Notes outstanding (herein, the 
"Notes").  Capitalized terms used but not otherwise defined herein shall have 
the respective meanings ascribed thereto in the Note Agreements.    
As set forth in that certain Certificate of the Company to the Noteholders 
dated April 22, 1996, the Company heretofore intended to (i) dispose of 
certain assets associated with its plant located in Sidney, Ohio which is 
commonly referred to as the Sidney Division (the "Sidney Disposition") to New 
Wagner, Inc., a corporation owned by William Cullen, and (ii) close certain 
retail stores located in Florida City, Florida, Las Vegas, Nevada and Tilton, 
New Hampshire (the "Store Closings").  The Company reported a net loss 
attributable to the planned Sidney Disposition and the Store Closings on its 
financial statements for the fiscal quarter ending on March 31, 1996 (the 
"First Quarter Loss").  Due to the effect of the First Quarter Loss and 
related matters on certain financial covenants in the Note Agreements, the 
Note Agreements were amended as set forth in the First Amendment.  
As a result of the death of William Cullen prior to the consummation of the 
Sydney Disposition, the New Wagner, Inc. purchase of the Sidney Division was 
terminated.  Subsequently, a new purchase agreement was entered into with 
Wagnerware Corporation (the "Wagnerware Purchase Agreement") to effect the 
Sidney Disposition.  Since the purchase price for the Sidney Division was less 
under the Wagnerware Purchase Agreement than under the prior purchase 
agreement and because additional losses were incurred by the Sidney Division 
due to the deterioration of sales and earnings of the Sidney Division prior to 
the consummation of the sale to Wagnerware Corporation, the Company, in 
addition to the First Quarter Loss, recognized a loss of $771,000 attributable 
to the reduced purchase price and such additional losses, on its financial 
statements for the fiscal quarter ending June 30, 1996 (the "Second Quarter 
Loss").    
  
       Section 5.7 of the Note Agreements requires that the Company maintain 
as of the end of the fiscal quarter ending September 30, 1996 the ratio of 
Earnings Available for Fixed Charges to Fixed Charges for the immediately 
preceding period of four consecutive fiscal quarters at not less than 1.60 to 
1.00 (the "Required Coverage Ratio").  
  
       Section 5.12 of the Note Agreements prohibits the Company from making 
any Restricted Payments if after giving effect thereto the aggregate amount of 
Restricted Payments made during the period from and after December 31, 1993 to 
and including the date of the making of the Restricted Payment in question 
would exceed the sum of (A) $4,000,000 plus (B) 50% of Consolidated Net Income 
for the period from and after the Closing Date (as defined in the Note 
Agreements) to and including the date of the making of the Restricted Payment 
in question, computed on a cumulative basis for said entire period (or if such 
Consolidated Net Income is a deficit figure, then minus 100% of such deficit) 
(the "Restricted Payments Limitation").  
The Company has prepaid on November 15, 1996 $10,000,000 aggregate principal 
amount of the 8.41% Senior Notes held by First Colony Life Insurance Company 
and its affiliate, American Mayflower Life Insurance Company, at an aggregate 
prepayment price of $10,799,332.79, which prepayment price consists of (i) 
$10,000,000 (aggregate principal amount outstanding on such Notes), plus (ii) 
$786,832.79 (aggregate Make-Whole Amount for such Notes), plus (iii) 
$12,500.00 (pro rata portion of the second half of the fee which the Company 
agreed to pay to the holders of the Notes in connection with the Second 
Limited Waiver dated August 13, 1996) (such prepayment of Notes is herein 
referred to as the "First Colony Prepayment").  
Due to the combined effect of the First Quarter Loss, the Second Quarter Loss, 
smaller than expected earnings in the fiscal quarter ending September 30, 1996 
and the First Colony Prepayment on its ability to comply with certain of its 
financial covenants in the Note Agreement, the Company desires that the 
Noteholders waive the Company's compliance with certain provisions of the Note 
Agreements and desires that the Note Agreements be further amended all as 
hereinafter set forth.  Pursuant to Section 7.1 of the Note Agreements, 
holders of at least 66-2/3% in aggregate principal amount of the outstanding 
Notes (the "Requisite Holders") must waive compliance with such provisions and 
consent to such amendments.  Since you are the holders of the outstanding 
Notes in the principal amounts set opposite your names on Schedule I, the 
Company hereby requests that you accept the waivers and amendments as set 
forth below.  Upon satisfaction of the conditions precedent set forth in 
Section 5 hereto this instrument shall constitute an agreement which waives 
certain provisions of the Note Agreements and amends the Note Agreements as of 
the Closing Date (defined below) in the respects, but only in the respects, 
hereinafter set forth:  
  
SECTION 1.       WAIVERS;.  
  
In consideration of the satisfaction of the conditions precedent set forth 
below, the undersigned Noteholders hereby waive  (i) any rights to be prepaid 
pursuant to Section 7.2 of the Note Agreements in connection with the First 
Colony Prepayment, (ii) the requirement of Section 5.7 of the Note Agreements 
that the Company maintain the Required Coverage Ratio as of the end of the 
fiscal quarter ending September 30, 1996, (iii) the requirement of Section 
5.12 of the Note Agreements that the Company comply with the Restricted 
Payments Limitation as it applies to the $300,000 quarterly dividend payment 
made by the Company on or about September 30, 1996, and (iv) the requirements 
of Section 5.12 of the Note Agreements, after giving effect to the amendments 
thereto set forth herein, as it applies to the $300,000 quarterly dividend 
payment which the Company expects to make on or about December 31, 1996.  
  
SECTION 2.       AMENDMENTS TO NOTE AGREEMENTS;.  
  
       Section 2.1.       Amendments to Section 5.7;.  Section 5.7 of the Note 
Agreements is amended and restated to read in its entirety as follows:  
  
       "Section 5.7.  Fixed Charges Coverage Ratio;.  The Company will keep 
and maintain the ratio of Earnings Available for Fixed Charges to Fixed 
Charges as of the end of each fiscal quarter set forth below for the preceding 
fiscal period hereinafter specified (the "Fiscal Period") at not less than 
1.75 to 1.00: (a) as of the end of the fiscal quarter ending December 31, 
1996, the Fiscal Period shall be the fiscal quarters ending September 30, 1996 
and December 31, 1996 (taken as a single accounting period), (b) as of the end 
of the fiscal quarter ending March 31, 1997, the Fiscal Period shall be the 
fiscal quarters ending September 30, 1996, December 31, 1996 and March 31, 
1997 (taken as a single accounting period) and (c) as of the end of any fiscal 
quarter ending after March 31, 1996 (a "Later Fiscal Quarter"), the Fiscal 
Period shall be the immediately preceding period of four consecutive fiscal 
quarters (taken as a single accounting period) ending the last day of such 
Later Fiscal Quarter; provided, however, that in calculating compliance with 
this Section 5.7, Earnings Available for Fixed Charges and Fixed Charges shall 
be calculated without giving effect to the payment of the First Colony Premium 
or to the tax consequences resulting from such payment."  
  
       Section 2.2.       Amendments to Section 5.12;.  Section 5.12(a) of the 
Note Agreements is amended and restated to read in its entirety as follows:  
  
       "Section 5.12.  Restricted Payments;.  (a) The Company will not except 
as hereinafter provided:  
       (1)       Declare or pay any dividends, either in cash or property, on 
any shares of its capital stock of any class (except dividends or other 
distributions payable solely in shares of common stock of the Company);   
       (2)       Directly or indirectly, or through any Subsidiary or through 
any Affiliate of the Company, purchase, redeem or retire any shares of its 
capital stock of any class or any warrants, rights or options to purchase or 
acquire any shares of its capital stock (other than (i) in exchange for or out 
of the net cash proceeds to the Company from the substantially concurrent 
issue or sale of shares of common stock of the Company or warrants, rights or 
options to purchase or acquire any shares of its common stock, and (ii) 
payments to any officer of the Company in connection with the exercise of such 
officer's stock appreciation rights granted pursuant to stock purchase plans 
of the Company and/or its Restricted Subsidiaries, to the extent such payments 
are required to be deducted in the calculation of Consolidated Net Income); or  
       (3)       Make any other payment or distribution, either directly or 
indirectly or through any Subsidiary, in respect of its capital stock;  
(such declarations or payments of dividends, purchases, redemptions or 
retirements of capital stock and warrants, rights or options and all such 
other payments or distributions being herein collectively called "Restricted 
Payments"), if after giving effect thereto the aggregate amount of Restricted 
Payments made during the period from and after December 31, 1993 to and 
including the date of the making of the Restricted Payment in question would 
exceed the sum of (A) $4,500,000 plus (B) 50% of Consolidated Net Income for 
the period from and after January 1, 1995 to and including the date of the 
making of the Restricted Payment in question, computed on a cumulative basis 
for said entire period (or if such Consolidated Net Income is a deficit 
figure, then minus 100% of such deficit); provided, however, that in 
calculating compliance with this Section 5.12, Consolidated Net Income shall 
be calculated without giving effect to the payment of the First Colony Premium 
or to the tax consequences resulting from such payment."  
  
       Section 2.3.       Amendments to Section 8.1;.  (a) The definition of 
"Take-Back Notes" in Section 8.1 of the Note Agreements is hereby restated to 
read as follows:  
"'Take-Back Notes' shall mean those certain promissory notes in the aggregate 
principal amount of $3,000,000 issued to the Company by Wagnerware 
Corporation, an Ohio corporation, as a portion of the purchase price for the 
Sidney Division, pursuant to an Asset Purchase Agreement dated as of August 1, 
1996 between the Company and Wagnerware Corporation" 
       (b)       Section 8.1 of the Note Agreements is hereby amended by 
adding the following definition in alphabetical order:  
"First Colony Premium" shall mean the $786,832.79 aggregate Make-Whole Amount 
paid to First Colony Life Insurance Company and its affiliate, American 
Mayflower Life Insurance Company, in connection with the Company's prepayment 
on November 15, 1996 of the Notes held by such parties."  
  
SECTION 3.       RIGHT TO PUT NOTES;.  
  
If, at any time during the period from the Closing Date to and including March 
31, 1997, a Default or Event of Default shall occur under the Note Agreements 
or any event or condition occurs which would require the Company, in order to 
avoid the occurrence or continuation of a Default or Event of Default, to 
obtain a waiver or amendment of any provision of the Note Agreements with 
respect to such period (any such Default, Event of Default or other event or 
condition being herein referred to as a "Put Event"), then, within 30 days 
after such holder shall have obtained actual knowledge of the occurrence of 
any Put Event, any holder of a Note shall have the option and right by written 
notice to the Company (a "Put Notice") to require the Company to prepay, and 
if such option is exercised by such holder the Company shall prepay, its Notes 
on the date specified by such holder in such Put Notice (which date shall be 
not less than 10, nor more than 30, days after the date such Put Notice is 
delivered to the Company) at a price equal to the outstanding principal amount 
of such Notes plus accrued interest thereon to the date of such prepayment, 
together with a premium equal to the Make Whole Amount, determined as of two 
Business Days prior to the date of such prepayment.  The Company shall provide 
written notice to all holders of Notes of any Put Event within three Business 
Days after the date on which a Responsible Officer of the Company acquires 
knowledge of such Put Event.  
  
SECTION 4.       WARRANTIES AND REPRESENTATIONS;.  
  
The Company represents and warrants that all representations and warranties 
set forth in Annex A attached hereto are true and correct as of the Closing 
Date.  
  
SECTION 5.       CONDITIONS PRECEDENT;.   
  
The effectiveness of this Third Limited Waiver and Second Amendment to Note 
Agreements (this "Waiver and Amendment") shall be subject to the fulfillment 
by the Company of the following conditions precedent on November 18, 1996 (the 
"Closing Date"):  
  
       Section 5.1.       Opinion of Counsel;.  You shall have received from 
Raymond J. Kulla, Esq., counsel for the Company, his opinion dated the Closing 
Date, in form and substance satisfactory to you, and covering the matters set 
forth in Annex B hereto.  
  
       Section 5.2.       Consent;.  The Company shall have obtained the 
written consent of the Requisite Holders, as evidenced by their signatures at 
the foot of this Waiver and Amendment.  
  
       Section 5.3.       Waiver and Amendment Fee;.  Each of the Noteholders 
shall have received the following fee (a "Waiver and Amendment Fee"), which 
fee shall be paid by bank wire transfer pursuant to the wiring instructions in 
Schedule I of the Note Agreements or pursuant to any other written 
instructions provided to you:  
NOTEHOLDERWaiver andAmendment FeeNorthern Life Insurance Company            
   
                      $7,000.00  
ReliaStar Bankers Security Life Insurance Society                    $2,500.00  
Berkshire Life Insurance Company                                     $2,500.00  
                                       Total                        $12,500.00  
       Section 5.4       Payment of Fees and Disbursements of Special 
Counsel;.  The Company shall have paid the reasonable fees and disbursements 
of Chapman and Cutler, special counsel to the Noteholders..c1.Section 6.       
Miscellaneous Provisions;.   
       Section 6.1.       Effective Date;.  When the conditions precedent set 
forth in Section 3 hereof have been satisfied, this Waiver and Amendment shall 
become effective on and as of the Closing Date.  
  
       Section 6.2.       Ratification of Note Agreements;.  Except as herein 
expressly waived and/or amended, the Note Agreements are in all respects 
ratified and confirmed.  If and to the extent that any of the terms or 
provisions of the Note Agreements are in conflict or inconsistent with any of 
the terms or provisions of this Waiver and Amendment, this Waiver and 
Amendment shall govern.  
  
       Section 6.3.       Counterparts;.  This Waiver and Amendment may be 
simultaneously executed in any number of counterparts, and all such 
counterparts together, each as an original, shall constitute but one and the 
same instrument.  
  
       Section 6.4.       Reference to Note Agreements;.  Any and all notices, 
requests, certificates and any other instruments, including the Notes, may 
refer to the Note Agreements or the Note Agreements dated as of November 15, 
1994, without making specific reference to this Waiver and Amendment, but all 
such references shall be deemed to include this Waiver and Amendment.  
  
The execution hereof by you shall constitute an agreement between us for the 
uses and purposes hereinabove set forth, and this Waiver and Amendment may be 
executed in any number of counterparts, each executed counterpart constituting 
an original but all together only one agreement.  
 .c4.Signature Page;  
GENERAL HOUSEWARES CORP.  
  
By /s/Robert L. Gray  
        Its Vice President of Finance/Treasurer  
  
Accepted as of the Closing Date.  
NORTHERN LIFE INSURANCE COMPANY  
By /s/  
       Its  
  
RELIASTAR BANKERS SECURITY LIFE INSURANCE SOCIETY  
By /s/  
       Its   
  
By /s/  
       Its   
  
BERKSHIRE LIFE INSURANCE COMPANY  
By /s/  
       Its   
  
  
  
  
  
NAME OF NOTEHOLDER                                 PRINCIPAL AMOUNT OF  
                                                       NOTES HELD  
Northern Life Insurance Company                       $6,000,000.00  
  
Reliastar Bankers Security Life                       $2,000,000.00  
  Insurance SocietyBerkshire Life Insurance Company                      
$2,000,000.00  
  
Representations and Warranties  
The Company represents and warrants to you as follows:  
       1.       Corporate Organization and Authority.  The Company (a)       
is a corporation duly organized, validly existing and in good standing under 
the laws of its jurisdiction of incorporation;  
       (b)       has all requisite power and authority and all necessary 
licenses and permits to own and operate its properties and to carry on its 
business as now conducted and as presently proposed to be conducted; and  
       (c)       is duly licensed or qualified and is in good standing as a 
foreign corporation in each jurisdiction wherein the nature of the business 
transacted by it or the nature of the property owned or leased by it makes 
such licensing or qualification necessary.  
       2.       Waiver and Amendment is Legal and Authorized.  (a) The 
compliance by the Company with all of the provisions of the Note Agreements, 
as amended by the Waiver and Amendment 
       (i)       is within the corporate powers of the Company; and  
       (ii)       will not violate any provisions of any law or any order of 
any court or governmental authority or agency and will not conflict with or 
result in any breach of any of the terms, conditions or provisions of, or 
constitute a default under the Articles of Incorporation or By-laws of the 
Company or any indenture or other agreement or instrument to which the Company 
is a party or by which it may be bound or result in the imposition of any 
Liens or encumbrances on any property of the Company.  
       (b)       The execution and delivery of the Waiver and Amendment has 
been duly authorized by proper corporate action on the part of the Company (no 
action by the stockholders of the Company being required by law, by the 
Articles of Incorporation or By-laws of the Company or otherwise); and the 
Waiver and Amendment has been executed and delivered by the Company and the 
Note Agreements, as amended by the Waiver and Amendment, constitute the legal, 
valid and binding obligations, contracts nd agreements of the Company 
enforceable in accordance with their terms.  
       3.       The Company on August 16, 1996 consummated the sale of the 
Sidney Division to Wagnerware Corporation pursuant to the Asset Purchase 
Agreement dated as of August 1, 1996 between the Company and Wagnerware 
Corporation.  
       4.       No Defaults.  After giving effect to the Waiver and Amendment, 
no Default or Event of Default has occurred and is continuing.    
       5.       Governmental Consent.  No approval, consent or withholding of 
objection on the part of, or filing, registration or qualification with any 
governmental body, Federal or state, is necessary in connection with the 
execution and delivery of the Waiver and Amendment.  
       6.       On November 15, 1996 the Company prepaid $10,000,000 aggregate 
principal amount of Notes held by First Colony Life Insurance Company and its 
affiliate, American Mayflower Life Insurance Company, at an aggregate 
prepayment price of $10,799,332.79, which prepayment price consisted of (i) 
$10,000,000 (aggregate outstanding principal amount of such Notes) plus (ii) 
786,832.79 (aggregate Make-Whole Amount for such Notes) plus (iii) $12,500.00 
(pro rata portion of the second half of the fee which the Company agreed to 
pay to the holders of the Notes in connection with the Second Limited Waiver 
dated August 13, 1996).  
  
  
  
DESCRIPTION OF CLOSING OPINION  
OF COUNSEL TO THE COMPANY  
  
The closing opinion of Raymond J. Kulla, Esq., counsel for the Company, which 
is called for by 3.1 of the Waiver and Amendment, shall be dated the 
Closing Date and addressed to the Noteholders, shall be satisfactory in scope 
and form to the Noteholders and shall be to the effect that: 
      1.       The Company is a corporation, duly incorporated, validly 
existing and in good standing under the laws of the State of Delaware, has the 
corporate power and the corporate authority to execute and perform the Waiver 
and Amendment and has the full corporate power and the corporate authority to 
conduct the activities in which it is now engaged and is duly licensed or 
qualified and is in good standing as a foreign corporation in each 
jurisdiction in which the character of the properties owned or leased by it or 
the nature of the business transacted by it makes such licensing or 
qualification necessary except where the failure to be so licensed or 
qualified will not have a materially adverse effect on the business and 
properties of the Company.  
       2.       The Waiver and Amendment has been duly authorized by all 
necessary corporate action on the part of the Company, has been duly executed 
and delivered by the Company and the Note Agreements, as amended by the Waiver 
and Amendment, constitute the legal, valid and binding contracts of the 
Company enforceable in accordance with their terms, subject to bankruptcy, 
insolvency, fraudulent conveyance or similar laws affecting creditors' rights 
generally, and general principles of equity (regardless of whether the 
application of such principles is considered in a proceeding in equity or at 
law).  
       3.       No approval, consent or withholding of objection on the part 
of, or filing, registration or qualification with, any governmental body, 
Federal or state, is necessary in connection with the execution and delivery 
of the Waiver and Amendment.  
       4.       The execution, delivery and performance by the Company of the 
Waiver and Amendment will not violate any provisions of any law or any order 
of any court or governmental agency or authority and will not conflict with or 
result in any breach of any of the provisions of, or constitute a default 
under or result in the creation or imposition of any Lien upon any of the 
property of the Company pursuant to the provisions of the Articles of 
Incorporation or By-laws of the Company or any agreement or other instrument 
known to such counsel to which the Company is a party or by which the Company 
may be bound.  
  
The opinion of Raymond J. Kulla, Esq. shall cover such other matters relating 
to the execution and delivery of the Waiver and Amendment as the Noteholders 
may reasonably request.  With respect to matters of fact on which such opinion 
is based, such counsel shall be entitled to rely on appropriate certificates 
of public officials and officers of the Company.  The opinion of Raymond J. 
Kulla, Esq. may be relied upon by the Noteholders and their assignees and 
transferees.