EDO CORP
CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.A.1
<SEQUENCE>4
<FILENAME>y83939exv10waw1.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                             Exhibit 10(a)(1)


                                CREDIT AGREEMENT

                          DATED AS OF NOVEMBER 8, 2002

                                  BY AND AMONG

                                 EDO CORPORATION

                                       AND

                                AIL SYSTEMS INC.

                                      WITH

                                 CITIBANK, N.A.
                             AS ADMINISTRATIVE AGENT
                                       AND
                               FLEET NATIONAL BANK
                              AS SYNDICATION AGENT
                                       AND
                               WACHOVIA BANK, N.A.
                             AS DOCUMENTATION AGENT

                                       AND

                            THE LENDERS PARTY HERETO
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                    <C>
ARTICLE I
     DEFINITIONS AND ACCOUNTING TERMS                                                  - 1 -
        SECTION 1.01.     Definitions                                                  - 1 -
        SECTION 1.02.     Terms Generally                                              - 15 -

ARTICLE II
     LOANS                                                                             - 16 -
        SECTION 2.01.     Revolving Credit Loans                                       - 16 -
        SECTION 2.02.     Revolving Credit Note                                        - 17 -
        SECTION 2.03.     Increase in Maximum Amount                                   - 17 -
        SECTION 2.04.     Letters of Credit.                                           - 19 -
        SECTION 2.05.     Maximum Lender Commitment                                    - 23 -

ARTICLE III
        PROVISIONS RELATING TO ALL EXTENSIONS OF CREDIT;
        FEES AND PAYMENTS                                                              - 23 -
        SECTION 3.01.     Interest Rate; Continuation and Conversion of Loans          - 23 -
        SECTION 3.02.     Use of Proceeds.                                             - 25 -
        SECTION 3.03.     Prepayments                                                  - 25 -
        SECTION 3.04.     Fees.                                                        - 26 -
        SECTION 3.05.     Inability to Determine Interest Rate.                        - 26 -
        SECTION 3.06.     Illegality.                                                  - 27 -
        SECTION 3.07.     Increased Costs                                              - 27 -
        SECTION 3.08.     Indemnity.                                                   - 29 -
        SECTION 3.09.     Taxes                                                        - 29 -
        SECTION 3.10.     Pro Rata Treatment and Payments                              - 30 -
        SECTION 3.11.     Funding and Disbursement of Loans                            - 31 -
        SECTION 3.12.     Change of Lending Office                                     - 32 -

ARTICLE IV
     REPRESENTATIONS AND WARRANTIES                                                    - 32 -
        SECTION 4.01.     Organization Powers.                                         - 32 -
        SECTION 4.02.     Authorization of Borrowing, Enforceable Obligations          - 32 -
        SECTION 4.03.     Financial Condition.                                         - 33 -
        SECTION 4.04.     Taxes.                                                       - 33 -
        SECTION 4.05.     Title to Properties                                          - 33 -
        SECTION 4.06.     Litigation                                                   - 34 -
        SECTION 4.07.     Agreements.                                                  - 34 -
        SECTION 4.08.     Compliance with ERISA.                                       - 34 -
        SECTION 4.09.     Federal Reserve Regulations; Use of Proceeds                 - 34 -
        SECTION 4.10.     Approval                                                     - 35 -
        SECTION 4.11.     Subsidiaries.                                                - 35 -
        SECTION 4.12.     Hazardous Materials                                          - 35 -
        SECTION 4.13.     Investment Company Act                                       - 35 -
        SECTION 4.14.     Security Documents.                                          - 35 -
        SECTION 4.15.     No Default.                                                  - 36 -
        SECTION 4.16.     Permits and Licenses.                                        - 36 -
        SECTION 4.17.     No Other Ventures                                            - 36 -
</TABLE>


                                       iii
<PAGE>
<TABLE>
<S>                                                                                    <C>
        SECTION 4.18.     Compliance with Law.                                         - 36 -
        SECTION 4.19.     Certain Subsidiaries                                         - 36 -
        SECTION 4.20.     Subordinated Debentures.                                     - 36 -
        SECTION 4.21.     Full Disclosure                                              - 36 -

ARTICLE V
     CONDITIONS OF LENDING                                                             - 37 -
        SECTION 5.01.     Conditions to Initial Extension of Credit                    - 37 -
        SECTION 5.02.     Conditions to All Extensions of Credit                       - 39 -

ARTICLE VI
     AFFIRMATIVE COVENANTS                                                             - 40 -
        SECTION 6.01.     Existence, Properties, Insurance                             - 40 -
        SECTION 6.02.     Payment of Obligations and Taxes.                            - 41 -
        SECTION 6.03.     Financial Statements, Reports, etc.                          - 41 -
        SECTION 6.04.     Books and Records; Access to Premises                        - 42 -
        SECTION 6.05.     Notice of Adverse Change                                     - 42 -
        SECTION 6.06.     Notice of Default                                            - 43 -
        SECTION 6.07.     Notice of Litigation                                         - 43 -
        SECTION 6.08.     Notice of Default in Other Agreements.                       - 43 -
        SECTION 6.09.     Notice of ERISA Event                                        - 43 -
        SECTION 6.10.     Notice of Environmental Law Violations.                      - 44 -
        SECTION 6.11.     Compliance with Applicable Laws                              - 44 -
        SECTION 6.12.     Subsidiaries                                                 - 44 -
        SECTION 6.13.     Environmental Laws.                                          - 44 -
        SECTION 6.14      Certain Letters of Credit                                    - 45 -

ARTICLE VII
     NEGATIVE COVENANTS                                                                - 45 -
        SECTION 7.01.     Liens                                                        - 45 -
        SECTION 7.02.     Indebtedness                                                 - 47 -
        SECTION 7.03.     Guaranties                                                   - 48 -
        SECTION 7.04.     Sale of Assets                                               - 49 -
        SECTION 7.05.     Sales of Receivables.                                        - 49 -
        SECTION 7.06.     Loans and Investments.                                       - 49 -
        SECTION 7.07.     Nature of Business.                                          - 50 -
        SECTION 7.08.     Sale and Leaseback.                                          - 50 -
        SECTION 7.09.     Federal Reserve Regulations                                  - 50 -
        SECTION 7.10.     Accounting Policies and Procedures                           - 50 -
        SECTION 7.11.     Limitations on Fundamental Changes                           - 50 -
        SECTION 7.12.     Financial Covenants.                                         - 50 -
        SECTION 7.13.     Subordinated Debt.                                           - 51 -
        SECTION 7.14.     Dividends                                                    - 51 -
        SECTION 7.15.     Transactions with Affiliates                                 - 52 -
        SECTION 7.16.     Impairment of Security Interest.                             - 52 -
        SECTION 7.17.     Borrowing Base                                               - 52 -
        SECTION 7.18.          No Amendments                                           - 52 -
        SECTION 7.19.     Extended Mellon L/Cs                                         - 53 -
</TABLE>


                                       iv
<PAGE>
<TABLE>
<S>                                                                                    <C>
ARTICLE VIII
     EVENTS OF DEFAULT                                                                 - 53 -
        SECTION 8.01.     Events of Default                                            - 53 -

     ARTICLE IX
     THE AGENTS                                                                        - 55 -
        SECTION 9.01.     Appointment, Powers and Immunities                           - 55 -
        SECTION 9.02.     Reliance by Agents                                           - 56 -
        SECTION 9.03.     Events of Default                                            - 56 -
        SECTION 9.04.     Rights as a Lender                                           - 57 -
        SECTION 9.05.     Indemnification                                              - 57 -
        SECTION 9.06.     Non-Reliance on Agents and Other Lenders                     - 57 -
        SECTION 9.07.     Failure to Act                                               - 58 -
        SECTION 9.08.     Resignation of Agents                                        - 58 -
        SECTION 9.09.     Sharing of Collateral and Payments                           - 58 -

ARTICLE X
     MISCELLANEOUS                                                                     - 59 -
        SECTION 10.01.    Notices                                                      - 59 -
        SECTION 10.02.    Effectiveness; Survival                                      - 60 -
        SECTION 10.03.    Indemnity and Expenses                                       - 60 -
        SECTION 10.04.    Amendments and Waivers                                       - 61 -
        SECTION 10.05.    Successors and Assigns; Participations                       - 62 -
        SECTION 10.06.    No Waiver; Cumulative Remedies                               - 65 -
        SECTION 10.07.    APPLICABLE LAW                                               - 65 -
        SECTION 10.08.    SUBMISSION TO JURISDICTION                                   - 65 -
        SECTION 10.09.    Severability                                                 - 66 -
        SECTION 10.10.    Right of Setoff                                              - 66 -
        SECTION 10.11.    Confidentiality.                                             - 66 -
        SECTION 10.12.    Headings                                                     - 67 -
        SECTION 10.13.    Construction                                                 - 67 -
        SECTION 10.14.    Counterparts                                                 - 67 -
        SECTION 10.15.    Documentation Agent and Syndication Agent                    - 67 -
        SECTION 10.16.    JOINT AND SEVERAL OBLIGATIONS.                               - 67 -
        SECTION 10.17.    Entire Agreement                                             - 69 -
</TABLE>


                                       v
<PAGE>
<TABLE>
SCHEDULES

<S>                   <C>    <C>
Schedule I            -      Subsidiaries
Schedule II           -      Existing Liens
Schedule III          -      Existing Indebtedness
Schedule IV           -      Existing Guarantees
Schedule V            -      Non-Operating Subsidiaries
Schedule VI           -      Existing Letters of Credit
Schedule VII          -      B of A L/Cs
Schedule VIII         -      Mellon L/Cs
</TABLE>


<TABLE>
EXHIBITS
<S>                   <C>    <C>
Exhibit A             -      Form of Revolving Credit Note
Exhibit B             -      Form of Security Agreement
Exhibit C             -      Form of Guaranty
Exhibit D             -      Form of Borrowing Base Certificate
Exhibit E             -      Form of Opinion of Counsel
Exhibit F             -      Form of Pledge Agreement
Exhibit G             -      Form of Assignment and Acceptance Agreement
Exhibit H             -      Form of Patent and Trademark Security Agreement
</TABLE>


                                       iv
<PAGE>
      CREDIT AGREEMENT dated as of November 8, 2002, by and among EDO
CORPORATION, a New York corporation ("EDO"), AIL SYSTEMS INC., a Delaware
corporation ("AIL"), jointly and severally, (EDO and AIL, each a "Company" and
collectively the "Companies"), the LENDERS which from time to time are parties
to this Agreement (individually, a "Lender" and, collectively, the "Lenders")
and CITIBANK, N.A., a national banking association, as Administrative Agent for
the Lenders, FLEET NATIONAL BANK, as Syndication Agent and WACHOVIA BANK, N.A.,
as Documentation Agent.

                                    RECITALS

      The Companies have requested the Lenders to extend credit from time to
time and the Lenders are willing to extend such credit to the Companies, subject
to the terms and conditions hereinafter set forth.

      Accordingly, the parties hereto agree as follows:

                    ARTICLE IDEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.01. DEFINITIONS . As used herein, the following words and terms
shall have the following meanings:

      "Adjusted Libor Loans" shall mean Loans at such time as they are made
and/or being maintained at a rate of interest based upon Reserve Adjusted Libor.

      "Administrative Agent" shall mean Citibank, N.A. in its capacity as
administrative agent for the Lenders under this Agreement or its successor
Administrative Agent permitted pursuant to Section 9.08.

      "Affiliate" shall mean with respect to a specified Person, another Person
which, directly or indirectly, controls or is controlled by or is under common
control with such specified Person. For the purpose of this definition,
"control" of a Person shall mean the power, direct or indirect, to direct or
cause the direction of the management or policies of such Person whether through
the ownership of voting securities, by contract or otherwise; provided that, in
any event, any Person who owns directly or indirectly 15% or more of the
securities having ordinary voting power for the election of directors or other
governing body of a corporation or 15% or more of the partnership or other
ownership interest of any Person (other than as a limited partner of such other
Person) will be deemed to control such corporation or other Person.

      "Agents" shall mean, collectively, the Administrative Agent, the
Syndication Agent and the Documentation Agent, and each, individually, an
"Agent".

      "Aggregate Letters of Credit Outstandings" shall mean, at a particular
time, the sum of (a) the aggregate maximum stated amount at such time which is
available or available in the future to be drawn under all outstanding Letters
of Credit and (b) the aggregate amount of LC Disbursements that have not been
reimbursed by the Companies.


                                       1
<PAGE>
      "Aggregate Outstandings" shall mean, at a particular time, the sum of (a)
the Aggregate Letters of Credit Outstandings and (b) the aggregate outstanding
principal amount of all Revolving Credit Loans at such time.

      "Aggregate Senior Indebtedness Outstandings" shall mean, at a particular
time, the sum of (x) all Indebtedness of EDO and its Subsidiaries, including,
without limitation, the Revolving Credit Loans and excluding Subordinated
Indebtedness, and (y) the Aggregate Letters of Credit Outstandings.

      "Agreement" shall mean this Credit Agreement dated as of November 8, 2002
by and among EDO Corporation, AIL Systems, Inc., Citibank, N.A., as
Administrative Agent and Wachovia Bank, N.A., as Documentation Agent, and the
lenders party hereto, as amended, restated, supplemented or otherwise modified
from time to time.

      "AIL" shall mean AIL Systems Inc., a Delaware corporation.

      "Applicable Margin" shall mean (a) with respect to Revolving Credit Loans,
the percentage set forth below under the heading "Revolving Credit Loans"
opposite the applicable ratio, and (b) with respect to calculation of the Letter
of Credit and indemnification letter fees payable pursuant to Section 3.04(b),
the percentage set forth below under the heading "Letter of Credit".

<TABLE>
<CAPTION>
    Consolidated              Revolving Credit Loans      Letters of Credit
   Leverage Ratio                 (360 day basis)         (360 day basis)
  -----------------           ----------------------      -----------------
<S>                           <C>                         <C>
Greater than or equal to                1.75%                   1.50%
2:00:1.00

Less than 2.00:1.00 but                 1.50%                   1.25%
greater than or equal to
1:00:1.00

Less than 1.00:1.00                     1.25%                   1.00%
</TABLE>

Notwithstanding the foregoing, during the period commencing on the Closing Date
and ending on the date of reset of the Applicable Margin in accordance with this
paragraph the Applicable Margin shall be based on a Consolidated Leverage Ratio
of less than 1.00:1.00. The Applicable Margin will be set or reset with respect
to each Loan on the date which is fifteen (15) days following the date of
receipt by the Administrative Agent of the financial statements referred to in
Section 6.03(a) and Section 6.03(c) together with a certificate of the Chief
Financial Officer of each Company certifying the Consolidated Leverage Ratio and
setting forth the calculation thereof in detail; provided, however, (a) the
Applicable Margin will first be reset based on the financial statements for the
fiscal quarter ending September 30, 2002, and (b) if any such financial
statement and certificate are not received by the Administrative Agent within
the time


                                       2
<PAGE>
period required pursuant to Section 6.03(a) or Section 6.03(b), as the case may
be, the Applicable Margin will be set or reset, based on a Consolidated Leverage
Ratio of greater than 2.00:1.00 from the date such financial statements and
certificate were due until the date which is fifteen (15) days following the
receipt by the Administrative Agent of such financial statements and
certificate. The Lenders shall not in any way be deemed to have waived any
Default or Event of Default, including without limitation, an Event of Default
resulting from the failure of the Companies to comply with Section 7.13 of this
Agreement, or any rights or remedies hereunder or under any other Loan Document
in connection with the foregoing proviso. During the occurrence and continuance
of an Event of Default, no downward adjustment, and only upward adjustments,
shall be made to the Applicable Margin.

      "Assignment and Acceptance Agreement" shall mean the Assignment and
Acceptance Agreement in the form attached hereto as Exhibit G.

      "B of A L/Cs" shall mean those letters of credit issued by Bank of
America, N.A. and identified on Schedule VII.

      "Borrowing Base" shall mean an amount equal to (I) the sum of (a) the
consolidated inventory of EDO and its Subsidiaries as reflected on the books and
records of EDO and its Subsidiaries, net of reserves and net of obsolete or
unmerchantable inventory, (b) the consolidated receivables of EDO and its
Subsidiaries with respect to goods shipped or work performed, which has not been
and is not required to be charged off or written off as uncollectible in
accordance with Generally Accepted Accounting Principles or with the customary
business practices of the Companies, and (c) the aggregate unencumbered cash and
Eligible Investments of EDO and its Subsidiaries, less (II) the net liabilities
of EDO and its Subsidiaries under Hedging Agreements permitted pursuant to
Section 7.02(i), as calculated on a basis satisfactory to the Administrative
Agent and in accordance with Generally Accepted Accounting Principles.

      "Borrowing Base Certificate" shall mean the Borrowing Base Certificate in
the form set forth as Exhibit D attached hereto.

      "Borrowing Date" shall mean, with respect to any Loan, the date on which
such Loan is disbursed to the applicable Company.

      "Business Day" shall mean (a) any day not a Saturday, Sunday or legal
holiday, on which banks in New York City are open for business and (b) as it
relates to any payment, determination, funding or notice to be made or given in
connection with any Adjusted Libor Loan, any day specified in clause (a) on
which trading is carried on by and between banks in Dollar deposits in the
London interbank eurodollar market.

      "Capital Expenditures" shall mean additions to property and equipment of
EDO and its Subsidiaries which, in conformity with Generally Accepted Accounting
Principles, are included as "additions to property, plant or equipment" or
similar items which would be reflected in the Consolidated statement of cash
flow of EDO and its Subsidiaries, including without limitation, property and
equipment which are the subject of Capital Leases.


                                       3
<PAGE>
      "Capital Lease" shall mean any lease the obligations of which are required
to be capitalized on the balance sheet of EDO and its Subsidiaries in accordance
with Generally Accepted Accounting Principles.

      "Cash Collateral" shall mean the pledge and deposit with the
Administrative Agent for the benefit of the Agents and the Lenders, as
collateral for the Obligations, cash or deposit account balances pursuant to
documentation in form and substance satisfactory to the Administrative Agent.

      "Chief Financial Officer" shall mean the Chief Financial Officer of EDO.

      "Closing Date" shall mean November 8, 2002.

      "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

      "Commitment Proportion" shall mean, with respect to each Lender at the
time of determination thereof the ratio, expressed as a percentage, which such
Lender's Commitments bear to the Total Commitment or if the Commitments have
expired or have been terminated, the ratio, expressed as a percentage, which the
aggregate principal amount of the Loans outstanding of such Lender plus the
aggregate of such Lender's participations in Letters of Credit bears to the
Aggregate Outstandings.

      "Commitments" shall mean, collectively, the Revolving Credit Commitment
and Letter of Credit Commitment.

      "Company" and "Companies" shall have the meaning set forth in the preamble
hereto.

      "Consolidated" or "Consolidating" shall mean, as applied to any financial
or accounting term, such term determined on a consolidated basis, or
consolidating basis, in accordance with Generally Accepted Accounting Principles
applied on a consistent basis for EDO and its Subsidiaries required to be
consolidated with EDO.

      "Consolidated EBIT" shall mean for any period, Consolidated Net Income (or
net loss) for such period, plus to the extent deducted in determining
Consolidated Net Income, the sum of (a) Consolidated Interest Expense, (b) all
income taxes to any government or governmental instrumentality (whether paid or
accrued), (c) non-cash restructuring charges incurred in EDO's fiscal years
ending December 31, 2001 and December 31, 2002 and (d) non-cash expenses
pertaining to the ESOP and pension plans maintained by EDO, in each case,
determined on a Consolidated basis for EDO and its Subsidiaries in accordance
with Generally Accepted Accounting Principles applied on a consistent basis. All
of the foregoing categories shall be calculated (without duplication) over the
four fiscal quarters next preceding the date of calculation thereof.

      "Consolidated EBITDA" shall mean for any period, Consolidated Net Income
(or net loss) for such period, plus to the extent deducted in determining
Consolidated Net Income, the


                                       4
<PAGE>
sum of (a) Consolidated Interest Expense, (b) depreciation and amortization
expenses and charges and (c) all income taxes to any government or governmental
instrumentality (whether paid or accrued), (d) non-cash restructuring charges
incurred in EDO's fiscal year ending December 31, 2001 and December 31, 2002 and
(e) non-cash expenses pertaining to the ESOP and pension plans maintained by
EDO, in each case, determined on a Consolidated basis for EDO and its
Subsidiaries in accordance with Generally Accepted Accounting Principles applied
on a consistent basis. All of the foregoing categories shall be calculated
(without duplication) over the four fiscal quarters next preceding the date of
calculation thereof.

        "Consolidated Fixed Charge Coverage Ratio" shall mean for any period (a)
Consolidated EBITDA less Capital Expenditures not financed with insurance
proceeds received with respect to damage or destruction to any fixed or capital
asset, divided by (b) the sum of (i) the current portion of long term
indebtedness (including obligations under Capital Leases), (ii) Consolidated
Interest Expense, (iii) all income taxes to any government or governmental
instrumentality paid and (iv) all dividends and distributions made with respect
to outstanding stock of EDO, in each case determined on a consolidated basis for
EDO and its Subsidiaries in accordance with Generally Accepted Accounting
Principles applied on a consistent basis. All the foregoing categories shall be
calculated (without duplication) over the four fiscal quarters next preceding
the date of calculation thereof.

        "Consolidated Interest Expense" shall mean the consolidated gross
interest expense of EDO and its Subsidiaries determined in accordance with
Generally Accepted Accounting Principles, applied on a consistent basis and
shall be calculated over the four fiscal quarters next preceding the date of
calculation thereof.

        "Consolidated Leverage Ratio" shall mean the ratio of (a) the total
Consolidated Indebtedness less the sum of (i) Subordinated Debt and (ii) the
portion of Aggregate Letters of Credit Outstanding attributable to
"Performance-Based Letters of Credit" (within the meaning of 12 C.F.R. Part III
Appendix A) to (b) Consolidated EBITDA.

        "Consolidated Net Income" shall mean, for any period, the consolidated
net income (or net loss) of EDO and its Subsidiaries for such period determined
in accordance with Generally Accepted Accounting Principles applied on a
consistent basis.

        "Consolidated Tangible Net Worth" shall mean (i) total consolidated
assets of EDO and its Subsidiaries determined in accordance with Generally
Accepted Accounting Principles applied on a consistent basis, except that there
shall be excluded therefrom all intangible assets, including, without
limitation, customer lists, organizational expenses, patents, trademarks,
copyrights goodwill, covenants not to compete, research and development costs,
training costs, and all unamortized debt discount, prepaid expenses and deferred
charges, less (ii) the total consolidated liabilities of EDO and its
Subsidiaries determined in accordance with Generally Accepted Accounting
Principles applied on a consistent basis.

        "Consolidated Total Unsubordinated Liabilities" shall mean all items
which, in accordance with Generally Accepted Accounting Principles applied on a
consistent basis, would properly be included on the liabilities side of the
balance sheet other than Subordinated Debt


                                       5
<PAGE>
(excluding the current portion thereof to the extent permitted to be paid
hereunder), capital stock, capital surplus and retained earnings, as of the date
on which the amount of Consolidated Total Unsubordinated Liabilities is to be
determined, of EDO and its Subsidiaries.

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

        "Documentation Agent" shall mean Wachovia Bank, N.A. in its capacity as
Documentation Agent or its successor Documentation Agent permitted pursuant to
Section 9.08.

        "Dollar" and the symbol "$" shall mean lawful money of the United States
of America.

        "Domestic Subsidiary" shall mean any Subsidiary of EDO which is
organized under the laws of any state or territory of the United States of
America.

        "EDO" shall mean EDO Corporation, a New York corporation.

        "Eligible Investments" shall mean (a) direct obligations of the United
States of America or any governmental agency thereof which are fully guaranteed
by the United States of America, provided that such obligations mature within
one year from the date of acquisition thereof; or (b) dollar denominated
certificates of time deposit maturing within one year issued by any Lender or by
any commercial bank organized and existing under the laws of the United States
or any state thereof and having aggregate capital and surplus in excess of
$1,000,000,000 or issued by any Lender; or (c) money market mutual funds having
assets in excess of $2,500,000,000; or (d) commercial paper rated not less than
P-1 or A-1 or their equivalent by Moody's Investor Services, Inc. or Standard &
Poor's Ratings Group, respectively; or (e) tax exempt securities of a U.S.
issuer rated A or better by Standard and Poor's Ratings Group or Moody's
Investor Services, Inc.

        "Environmental Law" shall mean any law, ordinance, rule, regulation, or
policy having the force of law of any Governmental Authority relating to
pollution or protection of the environment or to the use, handling,
transportation, treatment, storage, disposal, release or discharge of Hazardous
Materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections
9601, et seq.), the Hazardous Materials Transportation Act, as amended (49
U.S.C. Sections 1801, et seq.) the Resource Conservation and Recovery Act, as
amended (42 U.S.C. Sections 6901, et seq.) and the rules and regulations
promulgated pursuant thereto.

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

        "ERISA Affiliate" shall mean each person (as defined in Section 3(9) of
ERISA) which together with any Company or any Subsidiary of EDO would be deemed
to be a member of the same "controlled group" within the meaning of Section
414(b), (c), (m) or (o) of the Code.

        "ESOP" shall mean the EDO Corporation Employee Stock Ownership Plan.


                                       6
<PAGE>
        "ESOP Loan" shall mean the loan made by EDO to the ESOP on July 17, 2001
in the original principal amount of $15,839,400.

        "ESOP Loan Agreement" shall mean the Loan Agreement dated as of July 17,
2001 between EDO and GreatBanc Trust Company as successor trustee to HSBC Bank
USA, as amended, and each of the notes, guaranties and other documents executed
in connection therewith.

        "ESOT" shall mean the trust established under the ESOP.

        "Eurocurrency Reserve Requirement" shall mean a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate (without duplication) of the rates
(expressed as a decimal) of reserve requirements in effect on such day
(including, without limitation, basic, supplemental, marginal and emergency
reserves, under any regulations of the Board of Governors of the Federal Reserve
System or any other governmental authority having jurisdiction with respect
thereto) as from time to time in effect, dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as "eurocurrency
liabilities" in Regulation D) maintained by any bank.

        "Event of Default" shall have the meaning set forth in Article VIII.

        "Executive Officer" shall mean any of the President, the Chief Financial
Officer or the Secretary of any Company, or any Guarantor, as applicable and
their respective successors, if any, designated by the board of directors.

        "Existing Letters of Credit" shall mean the Standby Letters of Credit
issued prior to the date hereof as set forth on Schedule VI.

        "Existing Loans" shall mean the loans outstanding pursuant to the Prior
Agreement as of the Closing Date.
        "Federal Funds Effective Rate"shall mean, for any day, the rate per
annum equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published for such day (or if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York, or
if such rate is not so announced or published for any day which is a Business
Day, the Federal Funds Rate for the last day on which such rate was announced or
published.

        "Foreign Subsidiary" shall mean any Subsidiary of EDO other than a
"Domestic Subsidiary".

        "Generally Accepted Accounting Principles" shall mean those generally
accepted accounting principles in the United States of America, as in effect
from time to time.

        "Governmental Authority" shall mean any nation or government, any state,
province, city or municipal entity or other political subdivision thereof, and
any governmental, executive,


                                       7
<PAGE>
legislative, judicial, administrative or regulatory agency, department,
authority, instrumentality, commission, board or similar body, whether federal,
state, provincial, territorial, local or foreign.

        "Guarantor" shall mean AIL Technologies Inc., a Delaware corporation,
American Nucleonics Corporation, a California corporation, Dynamic Systems,
Inc., a Maryland corporation, EDO Western Corporation, a Utah corporation, EDO
Sports Inc., a Delaware corporation, Astro Optics Laboratory, Inc., a California
corporation, EDO International Corporation, a Delaware corporation, EDO Energy
Corporation, a Delaware corporation, EDO Automotive Natural Gas Inc., a Delaware
corporation, Specialty Plastics, Inc., a Louisiana corporation, EDO Acquisition
II, Inc., a Delaware corporation, EDO Reconnaissance and Surveillance Systems,
Inc., a Delaware corporation, M. Technologies, Inc., a Pennsylvania corporation,
EDO Foreign Sales Corporation, a U.S. Virgin Islands corporation, each other
Subsidiary of EDO existing on the Closing Date (other than EDO Canada, Ltd. and
Condor Systems GmbH) and each Person required to execute a Guaranty in
accordance with Section 6.12.

        "Guaranty" shall mean the Guaranty substantially in the form of Exhibit
C attached hereto to be executed and delivered on the Closing Date by each
Guarantor and, thereafter, by any Person who may be required to execute the same
pursuant to Section 6.13, as the same may hereafter be amended, restated,
supplemented or otherwise modified from time to time.

        "Hazardous Materials" shall mean any explosives, radioactive materials,
or other materials, wastes, substances, or chemicals regulated as toxic,
hazardous or as a pollutant, contaminant or waste under any applicable
Environmental Law.

        "Hedging Agreement" shall mean any interest rate swap, collar, cap,
floor or forward rate agreement or other agreement regarding the hedging of
interest rate risk exposure executed in connection with hedging the interest
rate exposure of a Person, and any confirming letter executed pursuant to such
agreement, all as amended, supplemented, restated or otherwise modified from
time to time.
        "Indebtedness" shall mean, without duplication, as to any Person or
Persons (a) indebtedness for borrowed money; (b) indebtedness for the deferred
purchase price of property or services (other than current trade payables
incurred in the ordinary course of business and payable in accordance with
customary practices; (c) indebtedness evidenced by bonds, debentures, notes or
other similar instruments; (d) obligations and liabilities secured by a Lien
upon property owned by such Person, whether or not owing by such Person and even
though such Person has not assumed or become liable for the payment thereof; (e)
obligations and liabilities directly or indirectly guaranteed by such Person;
(f) obligations or liabilities created or arising under any conditional sales
contract or other title retention agreement with respect to property used and/or
acquired by such Person; (g) obligations of such Person as lessee under Capital
Leases; (h) net liabilities of such Person under Hedging Agreements and foreign
currency exchange agreements, as calculated on a basis satisfactory to the
Administrative Agent and in accordance with accepted practice; (i) all
obligations, contingent or otherwise of such Person as an account party or
applicant in respect of letters of credit; and (j) all obligations of such
Person in respect of bankers' acceptances.


                                       8
<PAGE>
        "Interest Payment Date" shall mean as to any Loan, the last Business Day
of each September, December, March and June, and the date such Loan is paid in
full or in part.

        "Interest Period" shall mean with respect to any Adjusted Libor Loan:

               (a) initially, the period commencing on the date such Adjusted
Libor Loan is made and ending one, two or three months thereafter, as selected
by the Companies in their joint notice of borrowing or in their notice of
conversion from a Prime Rate Loan provided, in each case, in accordance with the
terms of Articles II and III hereof; and

               (b) thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such Adjusted Libor Loan and ending
one, two or three months thereafter, as selected by the Companies by irrevocable
written notice to the Administrative Agent not later than 11:00 a.m. New York,
New York time three Business Days prior to the last day of the then current
Interest Period with respect to such Adjusted Libor Loan; provided, however,
that all of the foregoing provisions relating to Interest Periods are subject to
the following:

                      (i) if any Interest Period would otherwise end on a day
               which is not a Business Day, such Interest Period shall be
               extended to the next succeeding Business Day unless the result of
               such extension would be to carry such Interest Period into
               another calendar month in which event such Interest Period shall
               end on the immediately preceding Business Day;

                      (ii) if the Companies shall fail to give notice as
               provided in clause (b) above, the Companies shall be deemed to
               have requested conversion of the affected Adjusted Libor Loan to
               a Prime Rate Loan on the last day of the then current Interest
               Period with respect thereto;

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

                      (iv) the Companies shall select Interest Periods so as not
               to require a payment or prepayment of any Adjusted Libor Loan
               during an Interest Period for such Adjusted Libor Loan; and

                      (v) no more than six (6) Interest Periods with respect to
               the Loans may exist at any one time.

        "Issuance Date" shall have the meaning set forth in Section 2.04(a).

        "Issuing Lender" shall mean Fleet National Bank, in its capacity as the
issuer of Letters of Credit hereunder or its successor Issuing Lender permitted
pursuant to Section 2.04(e).


                                       9
<PAGE>
        "LC Disbursement" shall mean a payment made by the Issuing Lender
pursuant to a Letter of Credit.

        "LC Exposure" shall mean, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time, plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Companies at such time.

        "Lenders" shall have the meaning set forth in the preamble hereto.

        "Lending Office" shall mean for each Lender, the office specified under
such Lender's name on the signature pages hereof with respect to each Type of
Loan, or such other office as such Lender may designate in writing from time to
time to the Companies and the Administrative Agent with respect to such Type of
Loan.

        "Letter of Credit" shall mean any Standby Letter of Credit issued by the
Issuing Bank for the account of the Companies pursuant to the terms of this
Agreement or deemed a "Letter of Credit" hereunder pursuant to Section 2.04(f)
of this Agreement.

        "Letter of Credit Commitment" shall mean, with respect to each Lender,
the obligation of such Lender to acquire participations in Letters of Credit in
an aggregate amount not to exceed the amount set forth opposite such Lender's
name on the signature pages hereof under the caption "Letter of Credit
Commitment" as such amounts may be adjusted in accordance with the terms of this
Agreement.

        "Lien" shall mean any lien (statutory or otherwise), security interest,
mortgage, deed of trust, pledge, charge, conditional sale, title retention
agreement, Capital Lease or other encumbrance or similar right of others, or any
agreement to give any of the foregoing.

        "Loan Documents" shall mean, collectively, this Agreement, the Notes,
the Security Documents, the Guaranties, the Intercreditor Agreement, the Pledge
Agreement and each other agreement executed in connection with the transactions
contemplated hereby or thereby, as each of the same may hereafter be amended,
restated, supplemented or otherwise modified from time to time.

        "Loans" shall mean the Revolving Credit Loans.

        "Material Adverse Effect" shall mean a material adverse effect upon (a)
the business, operations, prospects, assets or condition, financial or
otherwise, of the Companies and the Guarantors taken as a whole or (b) the
ability of any Company or any Guarantor to perform in any material respect its
obligations under any Loan Document to which it is a party.

        "Maximum Amount" shall mean $140,000,000, as such amount may be
increased pursuant to Section 2.03 hereof.


                                       10
<PAGE>
        "Maximum Lender Commitment" shall mean with respect to each Lender the
amount set forth opposite such Lender's name on the signature pages hereof, as
the same may be increased with respect to an Increasing Lender (as defined in
Section 2.03(a)) pursuant to Section 2.03(d).

        "Mellon L/Cs" shall mean those letters of credit issued by Mellon Bank,
N.A. which are identified on Schedule VIII hereto.

        "Multi-Employer Plan" means a Multi-Employer Pension Plan as defined by
ERISA Section 3(37) with respect to its Company, any Guarantor, or any ERISA
Affiliate has an obligation to contribute on account of their employees or has
any present or contingent withdrawing liability on account of any such
employees.

        "Non-Operating Subsidiaries" shall mean those Subsidiaries of EDO
identified on Schedule V attached hereto.

        "Notes" shall mean the Revolving Credit Notes.

        "Obligations" shall mean all obligations, liabilities and indebtedness
of each Company to the Lenders and the Agents, whether now existing or hereafter
created, absolute or contingent, direct or indirect, due or not, whether created
directly or acquired by assignment or otherwise, arising under or relating to
this Agreement, the Notes or any other Loan Document including, without
limitation, all obligations, liabilities and indebtedness of the Companies with
respect to the principal of and interest on the Loans, with respect to
reimbursement of drawings under Letters of Credit and all fees, costs, expenses
and indemnity obligations of the Companies and the Agents hereunder, or under
any other Loan Document, and including all interest at the rate set forth in
Section 3.01(c) accruing after an order of relief under Title 11 of the United
States Code. The Obligations of the Companies shall be joint and several.

        "Participant" shall have the meaning set forth in Section 10.05.

        "Participation" shall have the meaning set forth in Section 10.05.

        "Patent and Trademark Security Agreement" shall mean the Patent and
Trademark Security Agreement substantially in the form attached hereto as
Schedule H to be executed and delivered on the Closing Date by each Company and
the Guarantors party thereto, as the same may be amended, restated, supplemented
or otherwise modified from time to time.

        "Payment Office" shall mean, with respect to the Administrative Agent,
its office located at EAB Plaza, Uniondale, New York 11555 or such other office
as the Administrative Agent may designate from time to time and, with respect to
the Issuing Lender, its office located at 1 Fleet Way, Scranton, Pennsylvania
18507-1999 or such other office as the Issuing Lender may designate from time to
time.

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


                                       11
<PAGE>
        "Permitted Acquisition" shall mean the acquisition by a Company or any
Guarantor of all or substantially all of the assets or stock of any Person, or
part thereof, whose principal businesses are substantially similar to the
principal businesses of such Company or such Guarantor, provided (i) each Lender
shall have received notice of the proposed acquisition which notice shall
contain a detailed description of the proposed transaction, including the
target's name, structure of the transaction and the purchase price and all other
consideration payable in connection therewith, (ii) such acquisition has either
been approved by the Board of Directors of the corporation which is the subject
of the acquisition or recommended for approval by such board to the shareholders
of such corporation and subsequently approved by the shareholders of such
corporation as required under applicable law or the by-laws and certificate of
incorporation of such corporation, (iii) no Default or Event of Default shall
have occurred and be continuing or would occur immediately after giving effect
to the proposed acquisition, (iv) each Lender shall have received unaudited pro
forma consolidated financial statements of EDO and its subsidiaries for the then
most recent twelve month period ended after giving effect to the acquisition and
such other information with respect to the proposed acquisition as the Lender
may reasonably request, (v) the entity which is the subject of the acquisition
shall have a net worth calculated in accordance with Generally Accepted
Accounting Principles as determined by the then most recent financial statements
of such entity in excess of zero, (vi) Lenders having not less than sixty-six
and two-thirds (66 2/3%) percent of the Total Commitments shall have approved
each proposed acquisition where the purchase price shall exceed $40,000,000
prior to consummation thereof, which approval may be withheld despite compliance
with the other conditions set forth in Section 5.02 and (vii) after giving
effect to such acquisition, the aggregate portion of the purchase price and
consideration for all Permitted Acquisitions shall not exceed $60,000,000 in any
consecutive twelve-month period.

        "Permitted Liens" shall mean the Liens specified in clauses (a) through
(n) of Section 7.01.

        "Person" shall mean any natural person, corporation, limited liability
company, limited liability partnership, business trust, joint venture,
association, company, partnership or Governmental Authority.

        "Plan" shall mean any single-employer plan defined in Section 4001 of
ERISA, which covers, or at any time during the five calendar years preceding the
date of this Agreement covered, employees of any Company, any Guarantor or an
ERISA Affiliate on account of such employees' employment by such Company, such
Guarantor or an ERISA Affiliate.

        "Pledge Agreement" shall mean the Pledge Agreement substantially in the
form attached hereto as Exhibit F to be executed by EDO, each Subsidiary of EDO
which owns shares or interests in any other Subsidiary of EDO, respectively, as
the same may be amended, restated, supplemented or otherwise modified from time
to time.

        "Prime Rate" shall mean the rate per annum announced by the
Administrative Agent from time to time as its prime rate in effect at its
principal office. Each change in the Prime Rate shall be effective on the date
such change is announced to become effective.


                                       12
<PAGE>
        "Prime Rate Loans" shall mean Loans at such times as they are being made
and/or maintained at a rate of interest based on the Prime Rate.

        "Prior Agreement" shall mean the Credit Agreement dated August 24, 2000
by and among EDO, AIL, Citibank, N.A., as successor to European American Bank,
as Administrative Agent and Mellon Bank, N.A., as Documentation Agent and the
Lenders party thereto, as amended prior to the date hereof.

        "Regulation D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System as the same may be amended or supplemented from time to
time.

        "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Plan as to which the 30 day notice requirement has not
been waived by the PBGC.

        "Required Lenders" shall mean Lenders owed at least 66 2/3% of the sum
of the Aggregate Outstandings or, if no Revolving Credit Loans are outstanding,
Lenders having at least 66 2/3% of the Total Commitments; provided, however, in
the event the Maximum Amount is increased to $200,000,000 pursuant to Section
2.03, the foregoing percentages shall be 51% effective upon the date of such
increase.

        "Reserve Adjusted Libor" shall mean, with respect to the Interest Period
pertaining to an Adjusted Libor Loan, the rate per annum equal to the product
(rounded upwards to the next higher 1/16 of one percent) of (a) the annual rate
of the interest for Dollar deposits of an amount comparable to the amount of
such Loan and for a period equal to the Interest Period applicable thereto which
appears on Telerate Page 3750 as of 11:00 A.M. (London time) on the second
Business Day prior to the commencement of such Interest Period, multiplied by
(b) the Eurocurrency Reserve Requirement.

        "Revolving Credit Commitment" shall mean, with respect to each Lender,
the obligation of such Lender to make Revolving Credit Loans to the Companies in
an aggregate amount not to exceed the amount set forth opposite such Lender's
name on the signature pages hereof under the caption "Revolving Credit
Commitment," as such amounts may be adjusted in accordance with the terms of
this Agreement.

        "Revolving Credit Commitment Period" shall mean the period from and
including the Closing Date to, but not including, the Revolving Credit
Commitment Termination Date or such earlier date as the Revolving Credit
Commitment shall terminate as provided herein.

        "Revolving Credit Commitment Termination Date" shall mean the third
anniversary of the Closing Date.

        "Revolving Credit Loans" shall have the meaning set forth in Section
2.01(a).

        "Revolving Credit Notes" shall have the meaning set forth in Section
2.02.


                                       13
<PAGE>
        "Security Agreement" shall mean the Security Agreement in the form
attached as Exhibit B to be executed and delivered on the Closing Date by each
Company and the Guarantors, as the same may be amended, restated, supplemented
or otherwise modified from time to time.

        "Security Documents" shall mean, collectively, the Security Agreement,
the Patent and Trademark Security Agreement, the Pledge Agreement and each other
collateral security document delivered to the Administrative Agent hereunder.

        "Solvent" shall mean with respect to any Person as of the date of
determination thereof that (a) the amount of the "present fair saleable value"
of the assets of such Person will, as of such date, exceed the amount of all
"liabilities of such Person, contingent or otherwise," as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the probable liabilities of such
Person on its debts as such debts become absolute and matured, (c) such Person
will not have as of such date, an unreasonably small amount of capital with
which to conduct its business, and (d) such Person will be able to pay its debts
as they mature. For such purposes, any contingent liability is valued at the
amount that, in light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.

        "Standby Letter of Credit" shall mean a letter of credit issued to
support an obligation of a Person and which may be drawn on only upon the
failure of such Person to perform such obligation or other contingency.

        "Subordinated Debentures" shall mean the 5.25% Convertible Subordinated
Debentures due April 1, 2007 issued pursuant to an indenture dated March 26,
2002, between EDO and HSBC Bank USA, as Trustee in the original principal amount
of $137,800,000.

        "Subordinated Debt" or "Subordinated Indebtedness" shall mean all debt
which is subordinated in right of payment to the prior final and indefeasible
payment in full of the obligations of the Companies and the Guarantors to the
Lenders hereunder and under any other Loan Document on terms satisfactory to and
approved in writing by the Required Lenders.

        "Subsidiaries" shall mean, with respect to any Person, any corporation,
association or other business entity more than 50% of the voting stock or other
ownership interests (including, without limitation, membership interests in a
limited liability company) of which is at the time owned or controlled, directly
or indirectly, by such Person or one or more of its Subsidiaries or a
combination thereof.

        "Taxes" shall have the meaning set forth in Section 3.09.

        "Telerate Page 3750" shall mean the display designated as "Page 3750" on
the Associated Press-Dow Jones Telerate Service (or such other page as may
replace Page 3750 on the Associated Press-Dow Jones Telerate Service or such
other service as may be nominated by the British Bankers' Association as the
information vendor for the purpose of displaying British


                                       14
<PAGE>
Bankers' Association interest settlement rates for Dollar deposits). Each
Reserve Adjusted Libor rate determined on the rate displayed on Telerate Page
3750 shall be subject to corrections, if any, made in such rate and displayed by
the Associated Press-Dow Jones Telerate Service within one hour of the time when
such rate is first displayed by such service.

        "Total Commitments" shall mean the aggregate of the Total Revolving
Credit Commitment and the Total Letter of Credit Commitment.

        "Total Revolving Credit Commitment" shall mean, at any time, the
aggregate of the Revolving Credit Commitments in effect at such time which,
initially, shall be $125,000,000.

        "Total Letter of Credit Commitment" shall mean, at any time, the
aggregate of the Letter of Credit Commitments in effect at such time, which,
initially, shall be $125,000,000.
        "Type" shall mean as to any Loan its status as a Prime Rate Loan or an
Adjusted Libor Loan.

        "Unfunded Current Liability" of any Plan shall mean the amount, if any,
by which the present value of the accrued benefits under the Plan as of the
close of its most recent plan year exceeds the fair market value of the assets
allocable thereto, determined in accordance with Section 412 of the Code.

        SECTION 1.02. TERMS GENERALLY . The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, pronouns stated in the masculine, feminine or neuter
gender shall include the masculine, feminine and the neuter. Except as otherwise
herein specifically provided, each accounting term used herein shall have the
meaning given to it under Generally Accepted Accounting Principles. The term
"including" shall not be limited or exclusive, unless specifically indicated to
the contrary. The word "will" shall be construed to have the same meaning in
effect as the word "shall". The words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Agreement as a whole, including the
exhibits and schedules hereto, all of which are by this reference incorporated
into this Agreement.

                                 ARTICLE IILOANS

        SECTION 2.01. REVOLVING CREDIT LOANS . (a) Subject to the terms and
conditions, and relying upon the representations and warranties, set forth
herein, each Lender severally agrees to make loans (individually a "Revolving
Credit Loan" and, collectively, the "Revolving Credit Loans") to the Companies
from time to time during the Revolving Credit Commitment Period, up to but not
exceeding at any one time outstanding the amount of its Revolving Credit
Commitment; provided, however, that no Revolving Credit Loan shall be made if,
after giving effect to such Revolving Credit Loan, (i) the aggregate outstanding
principal amount of all Revolving Credit Loans would exceed the Total Revolving
Credit Commitment in effect at such time, (ii) the Aggregate Outstandings would
exceed the Maximum Amount or (iii) the Aggregate Senior Indebtedness
Outstandings would exceed the Borrowing Base. During the Revolving Credit
Commitment Period, the Companies may from time to time borrow, repay and
re-borrow hereunder on or after the date hereof and prior to the Revolving
Credit Commitment Termination


                                       15
<PAGE>
Date, subject to the terms, provisions and limitations set forth herein. The
Revolving Credit Loans may be (i) Adjusted Libor Loans, (ii) Prime Rate Loans or
(iii) a combination thereof.

               (b) The Companies shall give the Administrative Agent irrevocable
written notice (or telephonic notice promptly confirmed in writing) not later
than 11:00 a.m., New York, New York time, three Business Days prior to the date
of each proposed Adjusted Libor Loan under this Section 2.01 or prior to 11:00
a.m. New York, New York time on the date of each proposed Prime Rate Loan under
this Section 2.01. Such notice shall be irrevocable and shall specify (i) the
amount and Type of the proposed borrowing, (ii) the initial Interest Period if
an Adjusted Libor Loan, and (iii) the proposed Borrowing Date. Upon receipt of
such notice from the Companies, the Administrative Agent shall promptly notify
each Lender thereof. Except for borrowings which utilize the full remaining
amount of the Total Revolving Credit Commitment, each borrowing of a Prime Rate
Loan shall be in an amount not less than $250,000 or, if greater, whole
multiples of $100,000 in excess thereof. Each borrowing of an Adjusted Libor
Loan shall be in an amount not less than $1,000,000 or whole multiples of
$500,000 in excess thereof.

               (c) The Companies shall have the right, upon not less than three
Business Days' prior written notice to the Administrative Agent to terminate the
Total Revolving Credit Commitment or from time to time to permanently reduce the
amount of the Total Revolving Credit Commitment; provided, however, that no such
termination or reduction shall be permitted if, after giving effect thereto and
to any prepayments of the Revolving Credit Loans made on the effective date
thereof, the aggregate principal amount of all Revolving Credit Loans
outstanding would exceed the Total Revolving Credit Commitment then reduced;
provided, further, that any such termination or reduction requiring prepayment
of any Adjusted Libor Loan shall be made only on the last day of the Interest
Period with respect thereto or on the date of payment in full of all amounts
owing pursuant to Section 3.08 as a result of such termination or reduction. Any
such reduction shall be in the amount of $1,000,000 or whole multiples of
$250,000 in excess thereof, and shall reduce permanently the amount of the Total
Revolving Credit Commitment then in effect.

               (d) The several agreements of the Lenders to make Revolving
Credit Loans pursuant to this Section 2.01 shall automatically terminate on the
Revolving Credit Commitment Termination Date. Upon such termination, the
Companies shall immediately repay in full the principal amount of the Revolving
Credit Loans then outstanding, together with all accrued interest thereon and
all other amounts due and payable hereunder.

        SECTION 2.02. REVOLVING CREDIT NOTE . The Revolving Credit Loans made by
each Lender shall be evidenced by a promissory note of the Companies,
(individually the "Revolving Credit Note" and collectively the "Revolving Credit
Notes"), substantially in the form attached hereto as Exhibit A, each
appropriately completed, duly executed and delivered on behalf of the Companies
and payable to the order of such Lender in a principal amount equal to the
Revolving Credit Commitment of such Lender. Each Revolving Credit Note shall (a)
be dated the Closing Date, (b) be stated to mature on the Revolving Credit
Commitment Termination Date, and (c) bear interest from the date thereof until
paid in full on the unpaid principal amount thereof from time to time
outstanding as provided in Section 3.01. Each Lender is authorized to record the
date, Type and amount of each Revolving Credit Loan and the


                                       16
<PAGE>
date and amount of each payment or prepayment of principal of each Revolving
Credit Loan in such Lender's records or on the grid schedule annexed to the
Revolving Credit Note; provided, however, that the failure of a Lender to set
forth each such Revolving Credit Loan, payment and other information shall not
in any manner affect the obligation of the Companies to repay each Revolving
Credit Loan made by such Lender in accordance with the terms of its Revolving
Credit Note and this Agreement. The Revolving Credit Note, the grid schedule and
the books and records of each Lender shall constitute presumptive evidence of
the information so recorded absent manifest error.

        SECTION 2.03. INCREASE IN MAXIMUM AMOUNT .

               (a) Requests for Increase by the Company. The Company may at any
time and from time to time (but in no event more frequently than three times)
propose that the Maximum Amount be increased by an amount equal to $60,000,000
in the aggregate (any such proposed increase being an "Increase"), by notice to
the Administrative Agent specifying the existing Lender(s) (the "Increasing
Lender(s)") and up to five (5) additional lenders in the aggregate (the
"Assuming Lender(s)") that will be providing Commitments, and the date on which
such Increase is to be effective (an "Increase Date"), which shall be a Business
Day at least 10 Business Days after delivery of such notice and prior to the
Commitment Termination Date; provided that:

                      (i) each Increase shall not in be in an amount less than
               $15,000,000 and in no event shall all such Increases be in an
               amount in excess of $60,000,000;

                      (ii) an increase in the Maximum Amount shall not result in
               an increase or decrease in the Total Revolving Credit Commitment
               or the Total Letter of Credit Commitment;

                      (iii) no Default or Event of Default shall have occurred
               and be continuing on such Increase Date or shall result from the
               proposed Increase;

                      (iv) the representations and warranties contained in
               Article IV shall be true and correct in all material respects on
               and as of the Increase Date as if made on and as of such date
               except to the extent such representations and warranties relate
               to an earlier date in which case they shall be true and correct
               in all material respects as of such earlier date;

                      (v) the Administrative Agent shall have consented to any
               Assuming Lender in accordance with Section 10.05 (c) hereof; and

                      (vi) the Assuming Lender or Increasing Lender shall assume
               or increase, as applicable, a Letter of Credit Commitment and a
               Revolving Credit Commitment in equal amounts.

               (b) Effectiveness of Increase by Borrower. Any Assuming Lender
shall become a Lender hereunder as of such Increase Date and the Commitment of
any Increasing


                                       17
<PAGE>
Lender and any such Assuming Lender shall be increased as of such Increase Date;
provided that:

                      (i) the Administrative Agent shall have received on or
               prior to 9:00 a.m., New York City time, on such Increase Date a
               certificate of a duly authorized officer of the Company stating
               that each of the applicable conditions to such Increase set forth
               in clause (a) of this Section has been satisfied;

                      (ii) with respect to each Assuming Lender, the
               Administrative Agent shall have received, on or prior to 9:00
               a.m., New York City time, on such Increase Date, an appropriate
               Assignment and Acceptance Agreement in substantially the form of
               Exhibit G, duly executed by such Assuming Lender and the Company
               and acknowledged by the Administrative Agent; and

                      (iii) each Increasing Lender shall have delivered to the
               Administrative Agent, on or prior to 9:00 a.m., New York City
               time, on such Commitment Increase Date, confirmation in writing
               satisfactory to the Administrative Agent as to its increased
               Commitment, with a copy of such confirmation to the Borrower.

               (c) Recordation into Register. Upon its receipt of confirmation
from a Lender that it is increasing its Commitment hereunder, together with the
certificate referred to in clause (b)(i) above, the Administrative Agent shall
(a) record the information contained therein in the Register and (b) give prompt
notice thereof to the Borrower. Upon its receipt of an Assignment and Acceptance
Agreement executed by an Assuming Lender, together with the certificate referred
to in clause (b)(i) above, the Administrative Agent shall, if such Assignment
and Acceptance Agreement has been completed and is in substantially the form of
Exhibit G, (x) accept such Assignment and Acceptance Agreement, (y) record the
information contained therein in the Register and (z) give prompt notice thereof
to the Company.

               (d) Adjustments of Borrowings upon Effectiveness of Increase. In
the event that the Administrative Agent shall have received notice from the
Company as to any agreement with respect to an Increase on or prior to the
relevant Increase Date and the actions provided for in clause (b) above shall
have occurred by 9:00 a.m., New York City time, on such Increase Date, the
Administrative Agent shall notify the Lenders (including any Assuming Lenders)
of the occurrence of such Increase Date promptly on such date by facsimile
transmission or electronic messaging system. On the date of such Increase, (i)
the Borrower shall (x) prepay the outstanding Revolving Credit Loans (if any) in
full, (y) simultaneously borrow new Revolving Credit Loans hereunder in an
amount equal to such prepayment, so that, after giving effect thereto, the
Revolving Credit Loans are held ratably by the Lenders in accordance with the
respective Commitments of such Lenders (after giving effect to the Increase) and
(z) pay to the Lenders the amounts, if any, payable under Section 3.08 (ii) the
Letter of Credit Commitment and the Revolving Credit Commitment of each Lender
(including an Increasing Lender and an Assuming Lender) shall be equal to (x)
such Lender's Maximum Lender Commitment divided by the Maximum Amount after
giving effect to the Increase, multiplied by (y) the Total Letter of Credit
Commitment and Total Revolving Credit Commitment, respectively, and (iii) the


                                       18
<PAGE>
Maximum Lender Commitment of any Increasing Lender shall be increased by its
portion of the Increase.

        SECTION 2.04. LETTERS OF CREDIT. (a) Generally. Subject to the terms and
conditions set forth in this Agreement, upon the written request of the
Companies in accordance herewith, the Issuing Lender shall issue Letters of
Credit at any time during the Revolving Credit Commitment Period with pro rata
participation by all of the Lenders in accordance with their respective
Commitment Proportions. Notwithstanding the foregoing, no Letter of Credit shall
be issued, renewed or extended if (I) the Issuing Lender has received notice of
a Default or Event of Default and such Default or Event of Default shall be
continuing or (II) after giving effect to the same, (i) the Aggregate Letter of
Credit Outstandings would exceed the Total Letter of Credit Commitment in effect
at such time (ii) the Aggregate Outstandings would exceed the Maximum Amount or
(iii) the Aggregate Senior Indebtedness Outstandings would exceed the Borrowing
Base. Each request for issuance of a Letter of Credit shall be in writing and
shall be received by the Issuing Lender by no later than 11:00 a.m., New York,
New York time, on the day which is at least two Business Days prior to the
proposed date of issuance. Such issuance shall occur by no later than 5:00 p.m.
on the proposed date of issuance (assuming proper prior notice as aforesaid)
(the "Issuance Date"). Subject to the terms and conditions contained herein, the
expiry date, and the amount and beneficiary of the Letters of Credit will be as
designated by the Companies. The Issuing Lender shall promptly notify the
Administrative Agent, and the Administrative Agent shall promptly notify the
Lenders, of the amounts of all Letters of Credit issued hereunder and of any
extension, reduction, termination or amendment of any Letter of Credit. Each
Letter of Credit issued by the Issuing Lender hereunder shall identify: (i) the
dates of issuance and expiry of such Letter of Credit, (ii) the amount of such
Letter of Credit (which shall be a sum certain), (iii) the beneficiary of such
Letter of Credit, and (iv) the drafts and other documents necessary to be
presented to the Issuing Lender upon drawing thereunder. In no event shall any
Letter of Credit expire (or by its terms be required to be borrowed), after the
Business Day which is three Business Days immediately prior to the Revolving
Credit Commitment Termination Date other than with respect to Letters of Credit
issued to Mellon Bank, N.A. to back those Mellon L/Cs having an expiry after
such date (the "Extended Mellon L/Cs"). The Companies agree to execute and
deliver to the Issuing Lender such further documents and instruments in
connection with any Letter of Credit issued hereunder (including without
limitation, applications therefor) as the Issuing Lender in accordance with its
customary practices may request.

        (b) Drawings Under Letters of Credit. The Companies hereby absolutely
and unconditionally promise to pay the Issuing Lender not later than 12:00 noon
(New York, New York time) the amount of each drawing under a Letter of Credit if
the Companies receive notice of such drawing or payment prior to 10:00 a.m., New
York, New York time, on the date of such drawing or payment, or if such notice
has not been received by the Companies prior to such time on such date, then not
later than 12:00 noon, New York, New York time, on the Business Day immediately
following the day that the Companies receive such notice; provided, however, if
any drawing or payment was in an amount not less than $500,000, the Companies
may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.01 that such payment be financed with a Revolving
Credit Loan which is Prime Rate Loan in an equivalent amount, and, to the extent
so financed, the Companies' obligations to make such payment shall


                                       19
<PAGE>
be discharged and replaced by such a Prime Rate Loan. Such request shall be made
by the Companies on the date of receipt of notice from the Issuing Lender of a
drawing under a Letter of Credit. The Issuing Lender shall notify the
Administrative Agent, and the Administrative Agent shall notify each Lender, of
such request in accordance with Section 2.01. If the Companies fail to make such
payment when due, the Issuing Lender shall notify each Lender of the amount of
the drawing under the applicable Letter of Credit. Each Lender agrees that on
the first Business Day after receipt of such notice, it will immediately make
available by no later than 12:00 noon New York, New York time, to the Issuing
Lender at its office located at the Payment Office in immediately available
funds, its Commitment Proportion of such drawing or payment, provided (i) each
Lender's obligation shall be reduced by its Commitment Proportion of any
reimbursement by the Companies in respect of any such drawing or payment
pursuant to this Section 2.04 and (ii) no Lender shall be required to make
payments to the Issuing Lender with respect to a drawing or payment which the
Companies reimbursed with the proceeds of a Revolving Credit Loan, as
contemplated above, if such Lender fully funded its Commitment Proportion of
such Revolving Credit Loan in accordance with Section 3.11. Any payment made by
a Lender pursuant to this Section 2.04(b) to reimburse the Issuing Lender for
any drawing under a Letter of Credit (other than a Prime Rate Loan as
contemplated above) shall not constitute a Revolving Credit Loan and shall not
relieve the Companies of their obligation to reimburse the Issuing Lender for
such drawing or payment. Each drawing under a Letter of Credit which is not paid
on the date such drawing or payment is made shall accrue interest, for each day
from and including the date of such drawing or payment to but excluding the date
that the Companies reimburse the Issuing Lender in full for such drawing or
payment, at the rate per annum then applicable to Revolving Credit Loans which
are Prime Rate Loans; provided, however, that if the Companies fail to reimburse
such drawing or payment when due pursuant to this paragraph (b), then the
Companies shall pay to the Issuing Lender interest on the amount of such drawing
or payment at the rate per annum set forth in Section 3.01(c). Interest accruing
pursuant to the preceding sentence shall be for the account of the Issuing
Lender, except that interest accrued on and after the date of payment by any
Lender pursuant to this Section 2.04(b) to reimburse the Issuing Lender shall be
for the account of such Lender to the extent of such payment. The Issuing Lender
shall promptly notify the Administrative Agent of each drawing under a Letter of
Credit.

        (c) Letter of Credit Obligations Absolute. (i) The obligation of the
Companies to reimburse the Issuing Lender as provided hereunder in respect of
drawings under Letters of Credit shall rank pari passu with the obligation of
the Companies to repay the Revolving Credit Loans hereunder, and shall be
absolute and unconditional under any and all circumstances. Without limiting the
generality of the foregoing, the obligation of the Companies to reimburse the
Issuing Lender in respect of drawings under Letters of Credit shall not be
subject to any defense based on the non-application or misapplication by the
beneficiary of the proceeds of any such drawing or the legality, validity,
regularity or enforceability of the Letters of Credit or any related document,
even though such document shall in fact prove to be invalid, fraudulent or
forged, or any dispute between or among any Company, the beneficiary of any
Letter of Credit, or any financial institution or other party to which any
Letter of Credit may be transferred. The Issuing Lender may accept or pay any
draft presented to it under any Letter of Credit regardless of when drawn or
made and whether or not negotiated, if such draft, accompanying certificate or
documents and any transmittal advice are presented or negotiated on or before
the expiry date of


                                       20
<PAGE>
such Letter of Credit or any renewal or extension thereof then in effect, and is
in substantial compliance with the terms and conditions of such Letter of
Credit. Furthermore, neither the Issuing Lender nor any of its correspondents
nor any Lender shall be responsible, as to any document presented under a Letter
of Credit which appears to be regular on its face, and appears on its face to be
in substantial compliance with the terms of the Letter of Credit, for the
validity or sufficiency of any signature or endorsement, for delay in giving any
notice or failure of any instrument to bear adequate reference to the Letter of
Credit, or for failure of any Person to note the amount of any draft on the
reverse of the Letter of Credit. The Issuing Lender shall have the right, in its
sole discretion, to decline to accept any documents and to decline to making
payment under any Letter of Credit if the documents presented are not in strict
compliance with the terms of such Letter of Credit.

        (ii) Any action, inaction or omission on the part of the Issuing Lender
or any of its correspondents under or in connection with any Letter of Credit or
the related instruments, documents or property, if in good faith and in
conformity with such laws, regulations or customs as are applicable, shall be
binding upon the Companies and shall not place the Issuing Lender or any of its
correspondents or any Lender under any liability to any Company in the absence
of (x) gross negligence or willful misconduct by the Issuing Lender or its
correspondents or (y) the failure by the Issuing Lender to pay under a Letter of
Credit after presentation of a draft and documents strictly complying with such
Letter of Credit unless the Issuing Lender is prohibited from making such
payment pursuant to a court order. The Issuing Lender's rights, powers,
privileges and immunities specified in or arising under this Agreement are in
addition to any heretofore or at any time hereafter otherwise created or
arising, whether by statute or rule of law or contract. All Letters of Credit
issued hereunder will, except to the extent otherwise expressly provided
hereunder, be governed by International Standby Practices 1998, and any
subsequent revisions thereof.

        (d) Obligations of Lenders in Respect of Letters of Credit. Each Lender
acknowledges that each Letter of Credit issued by the Issuing Lender pursuant to
this Agreement is issued or created by the Issuing Lender on behalf of and with
the ratable participation of all of the Lenders (i.e., in accordance with their
respective Commitment Proportions), and each Lender agrees to make the payments
required by subsection (b) above and agrees to be responsible for its pro rata
share of all liabilities incurred by the Issuing Lender with respect to each
Letter of Credit issued, established, opened or extended by the Issuing Lender
pursuant to this Agreement for the account of the Companies. Each Lender agrees
with the Issuing Lender and the other Lenders that its obligation to make the
payments required by subsection (b) above shall not be affected in any way by
any circumstances (other than the gross negligence or willful misconduct of the
Issuing Lender) occurring before or after the making of any payment by the
Issuing Lender pursuant to any Letter of Credit, including, without limitation:
(i) any modification or amendment of, or any consent, waiver, release or
forbearance with respect to, any of the terms of this Agreement or any other
instrument or document referred to herein; (ii) the existence of any Default or
Event of Default; or (iii) any change of any kind whatsoever in the financial
position or credit worthiness of any Company.

        (e) Replacement of the Issuing Lender. The Issuing Lender may be
replaced at any time by written agreement among the Companies, the
Administrative Agent, the replaced Issuing


                                       21
<PAGE>
Lender and the successor Issuing Lender. The Administrative Agent shall notify
the Lenders of any such replacement of the Issuing Lender. At the time any such
replacement shall become effective, the Companies shall pay all unpaid fees
accrued for the account of the replaced Issuing Lender pursuant to Section 3.04.
From and after the effective date of any such replacement, (i) the successor
Issuing Lender shall have all the rights and obligations of the Issuing Lender
under this Agreement with respect to Letters of Credit to be issued thereafter,
and (ii) references herein to the term "Issuing Lender" shall be deemed to refer
to such successor or to any previous Issuing Lender, or to such successor and
all previous Issuing Lenders, as the context shall require. After the
replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall
remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Lender under this Agreement with respect to Letters of Credit
issued prior to such replacement, but shall not be required to issue additional
Letters of Credit.

        (f) Existing Letters of Credit. The Companies and the Lenders agree that
from and after the Closing Date, subject to the satisfaction of the conditions
precedent to the initial Loans hereunder as set forth in Article V, the Existing
Letters of Credit, shall be Letters of Credit for all purposes of this Agreement
(other than with respect to opening or transaction fees and the payment
commission made or accrued prior to the date hereof, which fees and commissions
shall be for the sole account of the financial institution issuing the same).
The Lenders hereby affirm their pro rata participation, in accordance with their
respective Commitment Proportions in the Existing Letters of Credit.

        (g) Reduction of Letter of Credit Commitments. The Company shall have
the right, upon not less than three (3) Business Days prior written notice to
the Administrative Agent, to terminate the Total Letter of Credit Commitment or
from time to time to permanently reduce the Total Letter of Credit Commitment;
provided, however, that no such termination or reduction shall be permitted if,
after giving effect thereto, the Aggregate Letter of Credit Outstandings would
exceed the Total Letter of Credit Commitment as then reduced. Any such reduction
shall be in the amount of $1,000,000 or whole multiples of $250,000 in excess
thereof, and shall permanently reduce the amount of the Total Letter of Credit
Commitment then in effect.

        (h) Extended Mellon L/Cs. In the event any Letters of Credit issued to
back Extended Mellon L/Cs (as defined in clause (a) above) shall remain
outstanding on the Revolving Credit Commitment Termination Date, the Companies
shall provide the Administrative Agent with Cash Collateral in an amount equal
to the aggregate undrawn amount of all such Extended Mellon L/Cs. Such Cash
Collateral shall be applied by the Administrative Agent to reimburse the Issuing
Lender for drawings under such Extended Mellon L/Cs for which the Issuing Lender
has not been reimbursed.

        SECTION 2.05. MAXIMUM LENDER COMMITMENT . No Lender shall be required to
make Revolving Credit Loans and participate in Letters of Credit in an aggregate
amount in excess of such Lender's Maximum Lender Commitment.

  ARTICLE IIIPROVISIONS RELATING TO ALL EXTENSIONS OF CREDIT;FEES AND PAYMENTS


                                       22
<PAGE>
        SECTION 3.01. INTEREST RATE; CONTINUATION AND CONVERSION OF LOANS .

               (a) Each Prime Rate Loan shall bear interest for the period from
the date thereof on the unpaid principal amount thereof at a fluctuating rate
per annum equal to the Prime Rate.

               (b) Each Adjusted Libor Loan shall bear interest for the Interest
Period applicable thereto on the unpaid principal amount thereof at a rate per
annum equal to the Reserve Adjusted Libor determined for each Interest Period
thereof in accordance with the terms hereof plus the Applicable Margin.

               (c) If the Companies shall default in the payment of the
principal of or interest on any portion of any Loan or any other amount becoming
due hereunder, whether with respect to reimbursement of drawings under any
Letter of Credit, interest, fees, expenses or otherwise, the Companies shall on
demand from time to time pay interest on such defaulted amount accruing from the
date of such default (without reference to any period of grace) up to and
including the date of actual payment (after as well as before judgment) at a
rate of 2% per annum in excess of the rate otherwise in effect or, if no rate is
in effect, 2% per annum in excess of the Prime Rate.

               (d) The Companies may elect from time to time to convert
outstanding Loans from Adjusted Libor Loans to Prime Rate Loans by giving the
Administrative Agent at least one Business Day's prior irrevocable written
notice of such election, provided that any such conversion of Adjusted Libor
Loans shall only be made on the last day of an Interest Period with respect
thereto or upon the date of payment in full of any amounts owing pursuant to
Section 3.08 as a result of such conversion. Upon receipt of such notice, the
Administrative Agent shall promptly notify each Lender thereof. The Companies
may elect from time to time to convert outstanding Loans from Prime Rate Loans
to Adjusted Libor Loans by giving the Administrative Agent irrevocable written
notice of such election not later than 11:00 a.m. New York, New York time, three
Business Days prior to the date of the proposed conversion. Upon receipt of such
notice the Administrative Agent shall promptly notify each Lender thereof. All
or any part of outstanding Prime Rate Loans may be converted as provided herein,
provided that each conversion shall be in the principal amount of $1,000,000 or
whole multiples of $100,000 in excess thereof, and further provided that no
Default or Event of Default shall have occurred and be continuing. Any
conversion to or from Adjusted Libor Loans hereunder shall be in such amounts
and be made pursuant to such elections so that, after giving effect thereto, the
aggregate principal amount of all Adjusted Libor Loans having the same Interest
Period shall not be less than $1,000,000.

               (e) Any Adjusted Libor Loan in a minimum principal amount of
$1,000,000 may be continued as such upon the expiration of an Interest Period
with respect thereto by compliance by the Companies with the notice provisions
contained in the definition of Interest Period; provided, that no Adjusted Libor
Loan may be continued as such when any Default or Event of Default has occurred
and is continuing, but shall be automatically converted to a Prime


                                       23
<PAGE>
Rate Loan on the last day of the Interest Period in effect when the
Administrative Agent is notified, or otherwise has actual knowledge, of such
Default or Event of Default.

               (f) If the Companies shall fail to select the duration of any
Interest Period for any Adjusted Libor Loan in accordance with the definition of
"Interest Period" set forth in Section 1.01, the Companies shall be deemed to
have selected an Interest Period of one month.

               (g) No Loan may be funded as an Adjusted Libor Loan or converted
to or continued as an Adjusted Libor Loan with an Interest Period that extends
beyond the Revolving Credit Commitment Termination Date, with respect to
Revolving Credit Loans.

               (h) Interest on each Loan shall be payable in arrears on each
Interest Payment Date and shall be calculated on the basis year of 360 days and
shall be payable for the actual days elapsed. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall, absent manifest
error, be conclusive and binding for all purposes.

               (i) Anything in this Agreement or in any Note to the contrary
notwithstanding, the obligation of the Companies to make payments of interest
shall be subject to the limitation that payments of interest shall not be
required to be paid to a Lender to the extent that the charging or receipt
thereof would not be permissible under the law or laws applicable to such Lender
limiting the rates of interest that may be charged or collected by such Lender.
In each such event payments of interest required to be paid to such Lender shall
be calculated at the highest rate permitted by applicable law until such time as
the rates of interest required hereunder may lawfully be charged and collected
by such Lender.

        SECTION 3.02. USE OF PROCEEDS. The proceeds of the Revolving Credit
Loans shall be used solely to (a) to repay on the Closing Date in full the
Existing Loans, (b) for general corporate purposes, including the financing of
the ongoing working capital requirements of the Companies and the Guarantors and
(c) to finance the purchase price of Permitted Acquisitions. Initial Letters of
Credit shall be issued to Mellon Bank, N.A. to secure the reimbursement
obligations under the Mellon L/Cs. All other Letters of Credit shall be issued
by the Issuing Lender for the account of the Companies and shall be issued for
purposes in connection with, and in the ordinary course of, business of the
Companies consistent with historical purposes of standby letters of credit
issued for the Companies prior to the date hereof.

        SECTION 3.03. PREPAYMENTS .

               (a) The Company may on the last day of an Interest Period if the
Loans to be repaid are Adjusted Libor Loans, or at any time and from time to
time if the Loans to be repaid are Prime Rate Loans, repay the then outstanding
Loans, in whole or in part, without premium or penalty, except as provided in
Section 3.08, upon written notice to the Administrative Agent (or telephonic
notice promptly confirmed in writing) not later than 11:00 a.m. New York, New
York time, three Business Days before the date of prepayment with respect to
prepayments of Adjusted Libor Loans, or 11:00 a.m. New York, New York time one
Business Day before the date of prepayment with respect to Prime Rate Loans.
Each notice shall be irrevocable and shall specify the date and amount of
repayment and whether such repayment is of Adjusted Libor


                                       24
<PAGE>
Loans or Prime Rate Loans or a combination thereof, and if a combination
thereof, the amount of repayment allocable to each. Upon receipt of such notice,
the Administrative Agent shall promptly notify each Lender thereof. If such
notice is given, the Companies shall make such repayment, and the payment amount
specified in such notice shall be due and payable, on the date specified
therein. Each partial prepayment pursuant to this Section 3.03 of (x) Prime Rate
Loans shall be in a principal amount of $500,000 or whole multiples of $100,000
in excess thereof and (y) of Adjusted LIBOR Loans shall be in a principal amount
of $1,000,000 or whole multiples of $100,000 in excess thereof.

               (b) Each prepayment of principal of a Loan pursuant to this
Section 3.03 shall be accompanied by accrued interest to the date prepaid on the
amount prepaid. Unless directed by the Companies pursuant to Section 3.03(a)
partial prepayments of any Loan shall be applied first to outstanding Prime Rate
Loans and then to Adjusted Libor Loans having the shortest remaining Interest
Periods.

        SECTION 3.04. FEES.

               (a) The Companies agree to pay to the Administrative Agent for
the account of, and pro rata distribution to, each Lender a commitment fee on
the average daily unused portion of the Applicable Commitment from the Closing
Date until the Revolving Credit Commitment Termination Date at a rate per annum
equal to .25%, based on a year of 360 days, payable in arrears on the last
Business Day of each calendar quarter commencing December 31, 2002, on the
Revolving Credit Commitment Termination Date, and on each date the Commitments
are permanently reduced in whole or in part. As used herein, "Applicable
Commitment" shall mean the lesser of the Maximum Amount and the Total
Commitments.

               (b) The Companies shall pay to the Administrative Agent for the
account of, and pro rata distribution to, the Lenders a commission with respect
to the Lenders' participation in Letters of Credit equal to the Applicable
Margin on the average daily amount of the LC Exposure during the period from and
including the Closing Date but excluding the later of the date on which such
Lenders' Letter of Credit Commitment terminates and the date on which such
Lender ceases to have any LC Exposure. Such commissions shall be payable in
arrears on the last Business Day of March, June, September and December of each
year, commencing December 31, 2002; provided that all such fees shall be payable
on the date on which the Total Letter of Credit Commitment terminates and any
such fees accruing after the date on which the Total Letter of Credit Commitment
terminates shall be payable on demand. All commissions and fees shall be
computed on the basis of a year of three hundred sixty (360) days and shall be
payable for the actual number of days elapsed. In addition, the Companies shall
pay to the Issuing Lender, upon its demand and for its account, the Issuing
Lender's standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder.

               (c) The Companies agree to pay each Agent for such Agent's own
account, such agency, syndication and other fees as separately agreed between
each Agent and the Companies.


                                       25
<PAGE>
               (d) The Companies shall pay to the Issuing Lender for its own
account a fronting fee for each Letter of Credit issued by the Issuing Lender
equal to 0.125% of the face amount of (or increase in the face amount, as the
case may be) of such Letter of Credit. Such fronting fee shall be due and
payable on each date of issuance of a Letter of Credit or on the date of an
increase in the amount of a Letter of Credit) as the case may be.

        SECTION 3.05. INABILITY TO DETERMINE INTEREST RATE. In the event that
the Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Companies) that, by reason of circumstances
affecting the London interbank market, adequate and reasonable means do not
exist for ascertaining the Reserve Adjusted Libor applicable pursuant to Section
3.01(b) for any requested Interest Period with respect to (a) the making of an
Adjusted Libor Loan, (b) an Adjusted Libor Loan that will result from the
requested conversion of a Prime Rate Loan into an Adjusted Libor Loan, or (c)
the continuation of an Adjusted Libor Loan beyond the expiration of the then
current Interest Period with respect thereto, the Administrative Agent shall
forthwith give notice by telephone of such determination, promptly confirmed in
writing, to the Companies of such determination. Until the Administrative Agent
notifies the Companies that the circumstances giving rise to the suspension
described herein no longer exist (which the Administrative Agent shall do
forthwith), the Companies shall not have the right to request or continue an
Adjusted Libor Loan or to convert a Prime Rate Loan to an Adjusted Libor Loan.

        SECTION 3.06. ILLEGALITY. NOTWITHSTANDING ANY OTHER PROVISIONS HEREIN,
IF ANY INTRODUCTION OF OR CHANGE IN ANY LAW, REGULATION, TREATY OR DIRECTIVE OR
IN THE INTERPRETATION OR APPLICATION THEREOF SHALL MAKE IT UNLAWFUL FOR ANY
LENDER TO MAKE OR MAINTAIN ADJUSTED LIBOR LOANS AS CONTEMPLATED BY THIS
AGREEMENT, SUCH LENDER SHALL FORTHWITH GIVE NOTICE BY TELEPHONE OF SUCH
CIRCUMSTANCES, PROMPTLY CONFIRMED IN WRITING, TO THE ADMINISTRATIVE AGENT, WHICH
NOTICE THE ADMINISTRATIVE AGENT SHALL PROMPTLY TRANSMIT TO THE COMPANIES AND THE
OTHER LENDERS WHEREUPON UNTIL SUCH LENDER NOTIFIES THE COMPANIES AND THE
ADMINISTRATIVE AGENT THAT THE CIRCUMSTANCES GIVING RISE TO SUCH SUSPENSION NO
LONGER EXIST (WHICH SUCH LENDER SHALL DO FORTHWITH), AND (A) THE COMMITMENT OF
SUCH LENDER TO MAKE AND TO ALLOW CONVERSION TO OR CONTINUATIONS OF ADJUSTED
LIBOR LOANS SHALL FORTHWITH BE SUSPENDED FOR THE DURATION OF SUCH ILLEGALITY AND
(B) THE LOANS THEN OUTSTANDING AS ADJUSTED LIBOR LOANS, IF ANY, SHALL BE
CONVERTED AUTOMATICALLY TO PRIME RATE LOANS ON THE NEXT SUCCEEDING LAST DAY OF
EACH INTEREST PERIOD APPLICABLE TO SUCH ADJUSTED LIBOR LOANS OR, WITHIN SUCH
EARLIER PERIOD AS MAY BE REQUIRED BY LAW. THE COMPANIES SHALL PAY TO SUCH
LENDER, UPON DEMAND, ANY ADDITIONAL AMOUNTS REQUIRED TO BE PAID PURSUANT TO
SECTION 3.08 HEREOF.

        SECTION 3.07. INCREASED COSTS . (a) In the event that any introduction
of or change, on or after the date hereof, in any applicable law, regulation,
treaty, order, directive or in the interpretation or application thereof
(including, without limitation, any request, guideline or policy, whether or not
having the force of law, of or from any central bank or other governmental
authority, agency or instrumentality and including, without limitation,
Regulation D), by any authority charged with the administration or
interpretation thereof shall occur, which:


                                       26
<PAGE>
               (i) shall subject any Lender or the Issuing Lender to any tax of
any kind whatsoever with respect to this Agreement, any Note, any Letter of
Credit, or any Loan, or change the basis of taxation of payments to such Lender
or the Issuing Lender of principal, interest, fees or any other amount payable
hereunder (other than any tax that is measured with respect to the overall net
income of such Lender or the Issuing Lender or Lending Office of such Lender and
that is imposed by the United States of America, or any political subdivision or
taxing authority thereof or therein, or by any jurisdiction in which such
Lender's Lending Office is located, or by any jurisdiction in which such Lender
or the Issuing Lender is organized, has its principal office or is managed and
controlled); or

               (ii) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement (whether or not having the force
of law) against assets held by, or deposits or other liabilities in or for the
account of, advances or loans by, or other credit extended by, or any other
acquisition of funds by, any office of any Lender or the Issuing Lender; or

               (iii) shall impose on any Lender or the Issuing Lender any other
condition, or change therein;

and the result of any of the foregoing is to increase the cost to such Lender or
the Issuing Lender of making, renewing or maintaining advances or extensions of
credit hereunder or to reduce any amount receivable hereunder, in each case by
an amount which such Lender or the Issuing Lender deems material, then, in any
such case, the Companies shall pay such Lender or the Issuing Lender, such
additional amount or amounts as such Lender or the Issuing Lender shall have
determined will compensate such Lender or the Issuing Lender for such increased
costs or reduction.

               (b) If any Lender or the Issuing Lender shall have determined
that the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender or the Issuing Lender (or any Lending Office of any Lender or the
Issuing Lender) or any Lender's or the Issuing Lender's holding company, with
any request or directive regarding capital adequacy (whether or not having the
force of the law) of any such authority, central bank or comparable agency, has
or would have the effect of reducing the rate of return on such Lender's or the
Issuing Lender's capital or on the capital of such Lender's or the Issuing
Lender's holding company as a consequence of its obligations hereunder to a
level below that which such Lender or the Issuing Lender could have achieved but
for such adoption, change or compliance (taking into consideration such Lender's
or the Issuing Lender's policies and the policies of such Lender's or the
Issuing Lender's holding company with respect to capital adequacy) by an amount
deemed by such Lender or the Issuing Lender to be material, then from time to
time, the Companies shall pay to such Lender or the Issuing Lender, the
additional amount or amounts as such Lender or the Issuing Lender shall have
determined will compensate such Lender or the Issuing Lender or such Lender's
holding company for such reduction. Such Lender's or the Issuing Lender's
determination of such amounts shall be conclusive and binding on the Companies
absent manifest error.


                                       27
<PAGE>
               (c) A certificate of a Lender or the Issuing Lender setting forth
in reasonable detail the amount or amounts payable pursuant to Sections 3.07(a)
and 3.07(b) above shall be conclusive absent manifest error. The Companies shall
pay any Lender the amount shown as due on any such certificate within ten days
after receipt thereof.

               (d) In the event any Lender or the Issuing Lender shall be
entitled to compensation pursuant to Section 3.07(a) or Section 3.07(b), it
shall promptly notify the Administrative Agent and Companies of the event by
reason of which it has become so entitled; provided, however, no failure on the
part of any Lender or the Issuing Lender to demand compensation under clause (a)
or clause (b) above on one occasion shall constitute a waiver of its right to
demand compensation on any other occasion. In the event the Company is required
to make a payment pursuant to clause (a) or clause (b) above, then the Company
may, with the prior written consent of the Required Lenders (which consent shall
not be unreasonably withheld) and upon not less than thirty (30) Business Days'
prior notice to the Agent, immediately terminate the Commitments of any Lender
in respect of which such amount was or may be payable and prepay such Lender's
Loans together with accrued interest thereon and all other amounts payable with
respect thereto. The Required Lenders shall not be required to grant consent to
any such termination if the Required Lenders have located a Lending institution
satisfactory to the Required Lenders which shall have agreed to be substituted
for such Lender on the terms and conditions satisfactory to the Required
Lenders.

        SECTION 3.08. INDEMNITY. THE COMPANIES AGREE TO INDEMNIFY EACH LENDER
AND TO HOLD EACH LENDER HARMLESS FROM ANY LOSS, COST OR EXPENSE WHICH SUCH
LENDER MAY SUSTAIN OR INCUR, INCLUDING, WITHOUT LIMITATION, INTEREST OR FEES
PAYABLE BY SUCH LENDER TO LENDERS OF FUNDS OBTAINED BY IT IN ORDER TO MAINTAIN
ADJUSTED LIBOR LOANS HEREUNDER, AS A CONSEQUENCE OF (A) DEFAULT BY THE COMPANIES
IN PAYMENT OF THE PRINCIPAL AMOUNT OF OR INTEREST ON ANY ADJUSTED LIBOR LOAN,
(B) DEFAULT BY THE COMPANIES IN ACCEPTANCE OR MAKING OF A BORROWING OF AN
ADJUSTED LIBOR LOAN OR A CONVERSION INTO OR CONTINUATION OF AN ADJUSTED LIBOR
LOAN AFTER THE COMPANIES HAVE REQUESTED SUCH BORROWING, CONVERSION OR
CONTINUATION, (C) DEFAULT BY THE COMPANIES IN MAKING ANY PREPAYMENT OF ANY
ADJUSTED LIBOR LOAN AFTER THE COMPANIES GIVE NOTICE IN ACCORDANCE WITH SECTION
3.03 OF THIS AGREEMENT AND/OR (D) THE MAKING OF ANY PAYMENT OR PREPAYMENT
(WHETHER MANDATORY OR OPTIONAL) OF AN ADJUSTED LIBOR LOAN OR THE MAKING OF ANY
CONVERSION OF AN ADJUSTED LIBOR LOAN TO A PRIME RATE LOAN ON A DAY WHICH IS NOT
THE LAST DAY OF THE APPLICABLE INTEREST PERIOD WITH RESPECT THERETO. A
CERTIFICATE OF A LENDER SETTING FORTH IN REASONABLE DETAIL SUCH AMOUNTS SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR. THE COMPANIES SHALL PAY SUCH LENDER THE AMOUNT
SHOWN AS DUE ON ANY CERTIFICATE WITHIN TEN DAYS AFTER RECEIPT THEREOF.

        SECTION 3.09. TAXES . (a) All payments made by the Companies under this
Agreement shall be made free and clear of, and without reduction for or on
account of, any present or future taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, excluding income and
franchise taxes imposed on any Agent, the Issuing Lender or a Lender by (i) the
United States of America or any political subdivision or taxing authority
thereof or therein, (ii) the jurisdiction under the laws of which such Agent,
the Issuing Lender or such Lender is organized or in which it has its principal
office or is managed and controlled or any


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<PAGE>
political subdivision or taxing authority thereof or therein, or (iii) any
jurisdiction in which such Agent, the Issuing Lender or Lender's Lending Office
is located or any political subdivision or taxing authority thereof or therein
(such non-excluded taxes being called "Taxes"). If any Taxes are required to be
withheld from any amounts payable to any Agent, the Issuing Lender or any Lender
hereunder, or under the Notes, the amount so payable to such Agent, the Issuing
Lender or such Lender shall be increased to the extent necessary to yield to
such Agent, the Issuing Lender or such Lender (after payment of all Taxes and
free and clear of all liability in respect of such Taxes) interest or any such
other amounts payable hereunder at the rates or in the amounts specified in this
Agreement and the Notes. Whenever any Taxes are payable by any Company, such
Company shall promptly send to the Administrative Agent for its own account or
for the account of the Issuing Lender or such Lender, as the case may be, a
certified copy of an original official receipt showing payment thereof. If any
Company fails to pay Taxes when due to the appropriate taxing authority or fails
to remit to the Administrative Agent the required receipts or other required
documentary evidence, the Companies shall indemnify the Agents, the Issuing
Lender and the Lenders for any incremental taxes, interest or penalties that may
become payable by any Agent, the Issuing Lender or any Lender as a result of any
such failure together with any expenses payable by any Agent, the Issuing Lender
or any Lender in connection therewith.

               (b) Prior to the first Interest Payment Date, each Lender that is
not organized under the laws of the United States or a state thereof agrees that
it will deliver to the Administrative Agent (i) two duly completed copies of
United States Internal Revenue Service Form W-8BEN or W-8ECI or successor
applicable form, as the case may be, certifying in each case that such Lender is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (ii) an Internal
Revenue Service Form W-8 or W-9 or successor applicable form, as the case may
be, to establish an exemption from United States back-up withholding tax. Each
Lender which delivers to the Company and the Administrative Agent a Form W-8BEN
or W-8ECI and Form W-8 or W-9 pursuant to the preceding sentence further
undertakes to deliver to Administrative Agent two further copies of the said
statement and Form W-8BEN or W-8ECI and Form W-8 or W-9, or successor applicable
forms, or other manner of certification, as the case may be, on or before the
date that any such letter or form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent letter and form
previously delivered by it to the Administrative Agent, and such extensions or
renewals thereof as may reasonably be requested by the Administrative Agent,
certifying in the case of a Form W-8BEN or W-8ECI that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of any
United States federal income taxes.

               (c) The Companies shall not be required to pay any increased
amount on account of Taxes pursuant to this Section 3.10 to any Lenders or to
the Agents to the extent such Taxes would not have been payable if the Lenders
had furnished a form which it was required to furnish in accordance with clause
(b) of this Section 3.10, and such Taxes shall be borne solely by such Agents or
Lenders.

        SECTION 3.10. PRO RATA TREATMENT AND PAYMENTS . Each borrowing by the
Companies from the Lenders, each conversion of a Loan pursuant to Section
3.01(d) or continuation of a Loan pursuant to Section 3.01(e), each payment by
the Companies on account


                                       29
<PAGE>
of any fee (other than with respect to fees which are expressly payable to an
Agent or the Issuing Lender for its own account, and reimbursements by the
Company to the Issuing Lender with respect to drawings under Letters of Credit)
and any reduction of the Commitments of the Lenders hereunder shall be made pro
rata according to the respective relevant Commitment Proportions of the Lenders.
Each payment (including each prepayment) by the Companies on account of
principal of and interest on each Loan shall be made pro rata according to the
respective outstanding principal amounts of such Loans held by each Lender.
Reimbursements made by the Companies to the Issuing Lender with respect to
drawings under Letters of Credit for which a Lender has made payment pursuant to
Section 2.04(b) to reimburse the Issuing Lender shall be made pro rata according
to the amounts paid by each Lender with respect to each such drawing. All
payments (including prepayments) to be made by the Companies on account of
principal, interest and fees shall be made without set-off or counterclaim and
shall be made to the Administrative Agent, for the account of the Lenders
(except as specified in Section 3.04), at the Payment Office of the
Administrative Agent in Dollars in immediately available funds. The
Administrative Agent may, in its sole discretion, directly charge interest
payments due in respect of the Loans to the Companies' accounts at the Payment
Office or other office of the Administrative Agent. The Administrative Agent
shall distribute such payments to the Lenders promptly upon receipt in like
funds by wire transfer of such Lender's portion of such payment to such Lender
for the account of its Lending Office. All payments to be made by the Companies
in respect of reimbursement obligations under Letters of Credit shall be made
without set-off or counterclaim and shall be made to the Issuing Lender at the
Payment Office of the Issuing Lender in Dollars in immediately available funds.
The Issuing Lender may, in its sole discretion, directly change reimbursement
obligations with respect to Letters of Credit to the Companies' accounts at any
office of the Issuing Lender. If any payment hereunder becomes due and payable
on a day other than a Business Day, then such payment shall be made on the next
succeeding Business Day (and any interest payable thereon shall be payable at
the then applicable rate during such extension) unless the result thereof would
be to make a payment in the next calendar month, in which event such payment
shall be made on the immediately preceding Business Day.

        SECTION 3.11. FUNDING AND DISBURSEMENT OF LOANS . (a) Each Lender shall
make each Loan to be made by it hereunder available to the Administrative Agent
at the Payment Office for the account of such office and the Administrative
Agent by 1:00 p.m. New York, New York time on the Borrowing Date in Dollars in
immediately available funds. Unless any applicable condition specified in
Article V has not been satisfied, the amount so received by Administrative Agent
will be made available to the Companies at the Payment Office by crediting the
account of the Companies with such amount and in like funds as received by the
Administrative Agent; provided, however, that if the proceeds of any Loan or any
portion thereof are to be used to prepay outstanding Loans, then the
Administrative Agent shall apply such proceeds for such purpose to the extent
necessary and credit the balance, if any, to the Companies' account.

        (b) Unless the Administrative Agent shall have been notified in writing
by any Lender prior to a proposed Borrowing Date that such Lender will not make
the amount which would constitute its Commitment Proportion of the borrowing on
such Borrowing Date available to the Administrative Agent, the Administrative
Agent may assume that such Lender has made


                                       30
<PAGE>
such amount available to the Administrative Agent on such Borrowing Date, and
the Administrative Agent may, in reliance upon such assumption, make available
to the Companies a corresponding amount. If such amount is not made available to
the Administrative Agent until a date after such Borrowing Date, such Lender
shall pay to the Administrative Agent on demand interest on such Lender's
Commitment Proportion of such borrowing at a rate equal to the greater of (i)
the daily average Federal Funds Rate and (ii) a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation during such period, from and including such Borrowing Date to the
date on which such Lender's Commitment Proportion of such borrowing shall have
become immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts due
pursuant to this Section 3.11(b) shall be conclusive absent manifest error.
Nothing herein shall be deemed to relieve any Lender from its obligations to
fulfill its commitment hereunder or to prejudice any right which the Companies
may have against any Lender as a result of any default by such Lender hereunder.

        SECTION 3.12. CHANGE OF LENDING OFFICE . Each Lender agrees to use
reasonable efforts to designate an alternate Lending Office with respect to its
Adjusted Libor Loans affected by the events or circumstances described in
Section 3.05, Section 3.06 or Section 3.07 to avoid or minimize the Companies'
liability thereunder; provided, however, that such efforts shall not cause the
imposition on such Lender of any additional cost or legal, regulatory or
administrative burdens deemed by such Lender, in its sole discretion, to be
material.

                    ARTICLE IVREPRESENTATIONS AND WARRANTIES

        In order to induce the Lenders to enter into this Agreement and to
extend the credit herein provided for, the Companies, jointly and severally,
represent and warrant to each Agent and each Lender that:

        SECTION 4.01. ORGANIZATION POWERS. Each Company and each Guarantor (a)
is a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation; provided, however, no
representation is made with respect to the good standing of EDO Foreign Sales
Corporation, (b) has the power and authority to own its properties and to carry
on its business as now being conducted, (c) is duly qualified to do business in
every jurisdiction wherein the conduct of its business or the ownership of its
properties are such as to require such qualification except those jurisdictions
in which the failure to be so qualified could not reasonably be expected to have
a Material Adverse Effect, and (d) has the power to execute, deliver and perform
each of the Loan Documents to which it is a party, including, without
limitation, with respect to the Companies, the power to obtain extensions of
credit hereunder and to execute and deliver the Notes.
        SECTION 4.02. AUTHORIZATION OF BORROWING, ENFORCEABLE OBLIGATIONS . The
execution, delivery and performance by each Company of this Agreement, and the
other Loan Documents to which it is a party, the borrowings hereunder, and the
execution and delivery by each of the Guarantors of the Loan Documents to which
such Guarantor is a party, (a) have been duly authorized by all requisite
corporate action, (b) will not violate (i) any provision of law


                                       31
<PAGE>
applicable to any Company or any Guarantor, any rule or regulation of any
Governmental Authority applicable to any Company or any Guarantor or (ii) the
certificate of incorporation, by-laws, or other organizational documents, as
applicable of any Company or of any Guarantor or (iii) any order of any court or
other Governmental Authority binding on any Company or any Guarantor or any
indenture, agreement or other instrument to which any Company or any Guarantor
is a party, or by which any Company or any Guarantor or any of their respective
properties are bound, and (c) will not be in conflict with, result in a breach
of or constitute (with due notice and/or lapse of time) a default under, any
such indenture, agreement or other instrument, or result in the creation or
imposition of any Lien, of any nature whatsoever upon any of the property or
assets of any Company or any Guarantor other than as contemplated by this
Agreement or the other Loan Documents, except for any such violation, conflict,
breach or default or Lien provided in clauses (b)(i), (b)(iii) or (c) which
could not, individually, or in the aggregate, reasonably be expected to have a
Material Adverse Effect. This Agreement and each other Loan Document to which
each Company or any Guarantor is a party constitutes a legal, valid and binding
obligation of such Company and such Guarantor enforceable, as the case may be,
against such Company and such Guarantor, as the case may be, in accordance with
its terms except to the extent that enforcement may be limited by applicable
bankruptcy, reorganization, moratorium, insolvency and similar laws affecting
creditors' rights generally or by equitable principles of general application,
regardless of whether considered in a proceeding in equity or at law.

        SECTION 4.03. FINANCIAL CONDITION. (a) The Companies have heretofore
furnished to the Administrative Agent and each Lender (i) the audited
consolidated balance sheet of EDO and its Subsidiaries and the related audited
consolidated statements of income, retained earnings and cash flow of EDO and
its Subsidiaries audited by Ernst & Young, LLP, independent certified public
accountants, for the fiscal year ended December 31, 2001, (ii) the unaudited
consolidated balance sheet of EDO and its Subsidiaries and the related
consolidated statements of income, retained earnings and cash flow of EDO and
its Subsidiaries for the six month period ended June 30, 2002. Such financial
statements were prepared in conformity with Generally Accepted Accounting
Principles, applied on a consistent basis, and fairly present the financial
condition and results of operations of EDO and its Subsidiaries as of the date
of such financial statements and for the periods to which they relate and, since
June 30, 2002, no event or condition has occurred which could reasonably be
expected to have a Material Adverse Effect. The Companies shall deliver to the
Administrative Agent, with a copy for each Lender, a certificate of the Chief
Financial Officer of EDO to that effect on the Closing Date. Other than
obligations and liabilities arising in the ordinary course of business or that
could not individually or in the aggregate reasonably be expected to have a
Material Adverse Effect, since June 30, 2002, there are no obligations or
liabilities contingent or otherwise, of EDO or its Subsidiaries which are not
reflected or disclosed on such unaudited statements.

               (b) Each Company and each Guarantor is Solvent.
        SECTION 4.04. TAXES. All assessed deficiencies resulting from Internal
Revenue Service examinations of the federal income tax returns of each Company
and each Guarantor have been discharged or reserved against in accordance with
Generally Accepted Accounting Principles. Each Company and each Guarantor has
filed or caused to be filed all federal, state and local tax returns which are
required to be filed and has paid or has caused to be paid all taxes


                                       32
<PAGE>
as shown on said returns or on any assessment received by them, to the extent
that such taxes have become due, except taxes which are being contested in good
faith and which are reserved against in accordance with Generally Accepted
Accounting Principles.

        SECTION 4.05. TITLE TO PROPERTIES . The Companies and each Guarantor has
good title to their respective properties and assets reflected on the financial
statements referred to in Section 4.03 hereof, except for such properties and
assets as have been disposed of since the date of such financial statements as
no longer used or useful in the conduct of their respective businesses or as
have been disposed of in the ordinary course of business, and all such
properties and assets are free and clear of all Liens other than Permitted
Liens.

        SECTION 4.06. LITIGATION . (a) There are no actions, suits or
proceedings (whether or not purportedly on behalf of any Company or any
Guarantor) pending or, to the knowledge of each Company, threatened against any
Company or any Guarantor at law or in equity or before or by any Governmental
Authority, which involve any of the transactions contemplated herein or which,
if adversely determined against such Company or such Guarantor, could reasonably
be expected to have a Material Adverse Effect; and (b) neither any Company nor
any Guarantor is in default with respect to any judgment, writ, injunction,
decree, rule or regulation of any Governmental Authority which could reasonably
be expected to have a Material Adverse Effect.

        SECTION 4.07. AGREEMENTS. Neither any Company nor any Guarantor is a
party to any agreement or instrument or, with respect to such Company, subject
to any charter or other corporate restriction or any judgment, order, writ,
injunction, decree or regulation the violation of which could reasonably be
expected to have a Material Adverse Effect. Neither any Company nor any
Guarantor is in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in any agreement or
instrument to which it is a party, which default could reasonably be expected to
have a Material Adverse Effect.

        SECTION 4.08. COMPLIANCE WITH ERISA. Except as individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect,
each Plan is in compliance with ERISA; no Multi-Employer Plan is insolvent or in
reorganization, no Plan or Plans have an Unfunded Current Liability, and no Plan
has an accumulated or waived funding deficiency; neither any Company, any
Guarantor, nor any ERISA Affiliate has incurred any material liability to or on
account of a Plan or Multi-Employer Plan pursuant to Section 515, 4062, 4063,
4064, 4201 or 4204 of ERISA or expects to incur any liability under any of the
foregoing sections on account of the prior termination of participation in, or
contributions to, any such Plan or Multi-Employer Plan; no proceedings have been
instituted to terminate any Plan; no condition exists which presents a risk to
any Company, any Guarantor or any ERISA Affiliate of incurring a liability to or
on account of a Plan pursuant to the foregoing provisions of ERISA; no lien
imposed under the Code or ERISA on the assets of any Company, any Guarantor or
any of its ERISA Affiliates exists or is likely to arise on account of any Plan
and each Company and each Guarantor may terminate contributions to any other
employee benefit plans maintained by it without incurring any material liability
to any Person interested therein.


                                       33
<PAGE>
        SECTION 4.09. FEDERAL RESERVE REGULATIONS; USE OF PROCEEDS . (a) Neither
any Company nor any Guarantor is engaged principally in, nor has as one of its
important activities, the business of extending credit for the purpose of
purchasing or carrying any "margin stock" (within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System of the United States, as
amended from time to time).

               (b) No part of the proceeds of any Loan will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, (i)
to purchase or to carry margin stock or to extend credit to others for the
purpose of purchasing or carrying margin stock, or to refund indebtedness
originally incurred for such purposes, or (ii) for any purpose which violates or
is inconsistent with the provisions of Regulation T, U, or X of the Board of
Governors of The Federal Reserve System.

               (c) The proceeds of each Loan shall be used solely for the
purposes permitted under Section 3.02.

        SECTION 4.10. APPROVAL S. No registration with or consent or approval
of, or other action by, any Governmental Authority is required in connection
with the execution, delivery and performance of this Agreement by the Companies
or any Guarantor, or with the execution and delivery of other Loan Documents to
which it is a party or with respect to the Companies, the borrowings hereunder,
other than (a) registration, consents and approvals received prior to the date
hereof and disclosed to the Lenders and which are in full force and effect and
(b) filings to be made in connection with the Liens contemplated by this
Agreement or the Loan Documents.

        SECTION 4.11. SUBSIDIARIES. Attached hereto as Schedule I is a correct
and complete list of all Subsidiaries of EDO as of the date hereof, showing as
to each such Subsidiary, its name, the jurisdiction of its incorporation or
formation and the ownership of each such Subsidiary (including the percentage of
the ownership interest held by each such entity).

        SECTION 4.12. HAZARDOUS MATERIALS . Each Company and each Guarantor is
in compliance with all applicable Environmental Laws except where the failure to
so comply could not reasonably be expected to have a Material Adverse Effect and
neither any Company nor any Guarantor has used Hazardous Materials on, from, or
affecting any property now owned or occupied or previously owned or occupied by
any Company or any Guarantor, in any manner, which violates any applicable
Environmental Law except where any violations, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect. To the
knowledge of the Company, no prior owner of any such property or any tenant,
subtenant, prior tenant or prior subtenant have used Hazardous Materials on,
from, or affecting such property in any manner which violates any applicable
Environmental Law except where any violations, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.

        SECTION 4.13. INVESTMENT COMPANY ACT . Neither the Company nor any
Guarantor is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.


                                       34
<PAGE>
        SECTION 4.14. SECURITY DOCUMENTS. Each Security Document executed by
each Company shall constitute a valid and continuing lien on and security
interest in the collateral referred to in such Security Document in favor of the
Administrative Agent for the ratable benefit of the Lenders and, upon completion
of filing and recording of financing statements in the offices in the applicable
jurisdictions (to the extent filing of financing statements under the Uniform
Commercial Code are permissible methods of perfection) or otherwise upon taking
all necessary action to perfect such Lien and security interest in the
collateral referred to in the Security Document, shall be prior to all other
Liens, claims and right of all other Persons, other than Permitted Liens, and
shall be enforceable as such against all other Persons.

        SECTION 4.15. NO DEFAULT. No Default or Event of Default has occurred
and is continuing.

        SECTION 4.16. PERMITS AND LICENSES. Each Company and each Guarantor has
all permits, licenses, certifications, authorizations and approvals required for
it lawfully to own and operate their respective businesses except those the
failure of which to have could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

        SECTION 4.17. NO OTHER VENTURES . Neither any Company nor any Guarantor
is a party to any joint venture or partnership with any Person.

        SECTION 4.18. COMPLIANCE WITH LAW. Each Company and each Guarantor is in
compliance, with all laws, rules, regulations, orders and decrees which are
applicable to such Company or such Guarantor, or to any of their respective
properties, which the failure to comply with could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

        SECTION 4.19. CERTAIN SUBSIDIARIES . Each Non-Operating Subsidiary
conducts no operations or business and has assets, the fair market value of
which do not exceed $10,000 in the aggregate. Condor Systems GmbH has no assets
other than payments to be received pursuant to contracts with Bundesamt fur
Wehrtechnik und Beschaffung which payments shall not exceed $1,500,000 in the
aggregate, and it conducts no business other than as is necessary to fulfil its
obligations under such contracts.

        SECTION 4.20. SUBORDINATED DEBENTURES. The Obligations shall constitute,
and will constitute, Senior Indebtedness within the meaning ascribed to such
terms in the indenture pursuant to which the Subordinated Debentures were
issued. The subordination provisions therein are enforceable against the issuers
thereunder and the holders, from time to time, of the Subordinated Debentures.
The issuers are not in default under any such indenture and there does not
exist, and the execution, delivery or performance of the Loan Documents will not
result in, an "Event of Default" or "Redemption Event" as those terms are
defined in such indenture.

        SECTION 4.21. FULL DISCLOSURE . No representation and warranty by any
Company, in this Agreement or any other Loan Document as of the date such
representations and warranties are made or deemed made, and no information in
any statement, certificate, schedule,


                                       35
<PAGE>
or other document furnished or to be furnished pursuant hereto or thereto, or in
connection with the transactions contemplated hereby or thereby, contains any
untrue statement of a material fact or be misleading in any material respect.
Except as disclosed in this Agreement, there is no fact known to any Company
which such Company has not disclosed to the Lenders in writing which could
reasonably be expected to have a Material Adverse Effect. It is understood that
no representation or warranty is made concerning the forecasts, estimates, pro
forma information, projections and statements as to anticipated future
performance or conditions, and the assumptions on which they were based,
contained in any such statement, certificate, schedule or other document, except
that as of the date such forecasts, estimates, pro forma information,
projections and statements were generated, (A) such forecasts, estimates, pro
forma information, projections and statements were based on the good faith
assumptions of the management of the Companies and (B) such assumptions were
reasonably believed by such management to be reasonable. Such forecasts,
estimates pro forma information and statements, and the assumptions on which
they were based, may or may not prove to be correct.

                         ARTICLE VCONDITIONS OF LENDING

        SECTION 5.01. CONDITIONS TO INITIAL EXTENSION OF CREDIT . The obligation
of each Lender to make the initial Loans hereunder and the obligation of the
Issuing Lender to issue the initial Letter of Credit, are subject to the
following conditions precedent:

               (a) NOTES. On or prior to the Closing Date, the Administrative
Agent shall have received, for the account of each Lender, a Revolving Credit
Note duly executed by the Companies.

               (b) GUARANTIES. On or prior to the Closing Date, the
Administrative Agent shall have received, with a counterpart for each Lender, a
Guaranty duly executed by each Guarantor.

               (c) SECURITY DOCUMENTS. On or prior to the Closing Date, the
Administrative Agent shall have received, with a counterpart for each Lender,
the Security Documents, each duly executed by each Company and each Guarantor
party thereto and, to the extent required therein, (i) with financing statements
on form UCC-1 describing the collateral covered by the Security Documents and
(ii) stock certificates evidencing the stock pledge pursuant to the Pledge
Agreement which shall consist of in the aggregate, 100% of the issued and
outstanding capital stock of AIL and each other Subsidiary of EDO (other than
any Foreign Subsidiary with respect to which only 65% of the issued and
outstanding capital stock shall be pledged and excluding interests in EDO Canada
Ltd. and Condor Systems GmbH) together with undated stock powers for each
certificate representing such stock in blank duly executed by the Pledgor.

               (d) OPINION OF COUNSEL. On or prior to the Closing Date, the
Administrative Agent shall have received a written opinion of counsel for the
Companies and the Guarantors dated the Closing Date and addressed to each Agent
and each Lender, substantially in the form of Exhibit E attached hereto.


                                       36
<PAGE>
               (e) SUPPORTING DOCUMENTS. On or prior to the Closing Date, the
Administrative Agent shall have received, with a copy for each Lender, (i) a
certificate of good standing for each Company and each Guarantor (other than EDO
Foreign Sales Corporation) from the secretary of state of the state of its
organizational jurisdiction dated as of a recent date; (ii) certified copies of
the charter documents of each Company and Guarantor (other than EDO Foreign
Sales Corporation); (iii) a certificate of an authorized officer or member of
each Company and each Guarantor dated the Closing Date and certifying: (x) that
the charter documents of such Person (other than EDO Foreign Sales Corporation)
have not been amended since the date of their certification (or if there has
been any such amendment, attaching a certified copy thereof); (y) that attached
thereto is a true and complete copy of resolutions adopted by the board of
directors or members, as applicable, of such Person authorizing the execution,
delivery and performance of each Loan Document to which it is a party; and (z)
the incumbency and specimen signature of each officer or member of such Person
executing each Loan Document to which it is a party and any certificates or
instruments furnished pursuant hereto or thereto, and a certification by another
officer or member of such Person as to the incumbency and signature of the
Person executing such certificate; and (iv) such other documents as the
Administrative Agent may reasonably request.

               (f) OFFICER'S CERTIFICATE. On the Closing Date, the
Administrative Agent shall have received a certificate dated the Closing Date,
executed by an Executive Officer confirming compliance with the conditions set
forth and clauses (a) and (b) of Section 5.02.

               (g) INSURANCE. On or prior to the Closing Date, the
Administrative Agent shall have received a certificate or certificates of
insurance from an independent insurance broker or brokers confirming the
insurance required to be maintained pursuant to Section 6.01 hereof and evidence
that the Administrative Agent has been named loss payee and additional insured
with respect to each policy of such insurance.

               (h) ASSETS FREE FROM LIENS. Prior to the Closing Date, the
Administrative Agent shall have received UCC-1 financing statement, tax and
judgment lien searches evidencing that each Company's and each Guarantor's
assets are free and clear of all Liens except Permitted Liens.

               (i) PAYMENT OF EXISTING INDEBTEDNESS. The Administrative Agent
shall have received a payoff letter from Citibank, N.A., as administrative agent
with respect to all amounts due and owing under the Prior Agreement, together
with UCC-3 termination statements or statements of assignment with respect to
all filings against the Companies and the Guarantors, which payoff letter shall
include a statement that upon payment in full of the amounts set forth therein,
the commitments under the Prior Agreement are terminated.

               (j) FEES AND EXPENSES. On or prior to the Closing Date, the
Agents shall have received (i) the origination fee payable by the Companies to
the Administrative Agent pursuant to a letter agreement dated November 8, 2002
among the Companies and the Administrative Agent, and each Lender shall have
received its portion of such fee as agreed in writing between the Agents and
each Lender, and (ii) for itself all fees payable pursuant to Section 3.04(c)
and reimbursement of expenses in accordance with Section 10.03(b).


                                       37
<PAGE>
               (k) SUBORDINATED DEBENTURES. The Administrative Agent shall have
received, with a copy for each Lender, a certificate of an Executive Officer of
EDO certifying that attached thereto is (i) a true, correct and complete copy of
the indenture pursuant to which the Subordinated Debentures were issued, as in
effect on the date hereof and (ii) a true, correct and complete copy of ESOP
Loan Agreement as in effect on the date hereof.

               (l) MANAGEMENT LOANS. On the Closing Date the Administrative
Agent shall have received a collateral assignment pursuant to the Security
Agreement executed by each Company of each promissory note evidencing a loan
from EDO or AIL to its management as permitted pursuant to Section 7.06(e).

               (m) OTHER INFORMATION, DOCUMENTATION. The Lenders shall have
received such other and further information and documentation as they may
require, including, but not limited to, any information or documentation
relating to compliance by the Companies and each Guarantor with the requirements
of all Environmental Laws.

               (n) COMPLETION OF PROCEEDINGS. All corporate and other
proceedings, and all documents, instruments and other legal matters in
connection with the transactions contemplated by the Loan Documents, shall be
satisfactory in form and substance to the Agents, and their respective counsel.

        SECTION 5.02. CONDITIONS TO ALL EXTENSIONS OF CREDIT . The obligation of
each Lender to make each Loan hereunder, including, without limitation, the
initial Loan and the obligation of the Issuing Lender to issue each Letter of
Credit, including, without limitation, the initial Letter of Credit, are subject
to the conditions precedent set forth in Section 5.01 and the following
conditions precedent:

               (a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties by the Companies pursuant to this Agreement and the other Loan
Documents to which each is a party shall be true and correct in all material
respects on and as of the Borrowing Date or Issuance Date, as applicable, with
the same effect as though such representations and warranties had been made on
and as of such date except to the extent such representations and warranties
expressly relate to an earlier date in which case they shall be true and correct
in all material respects as of such earlier date.

               (b) NO DEFAULT. No Default or Event of Default shall have
occurred and be continuing on the Borrowing Date or Issuance Date, as
applicable, or will result after giving effect to the Loan or Letter of Credit
requested.

               (c) AVAILABILITY. After giving effect to any requested Revolving
Credit Loan, (i) the aggregate principal amount of the Revolving Credit Loans
outstanding shall not exceed the Total Revolving Credit Commitment and (ii) the
Aggregate Outstandings shall not exceed the lesser of (x) the Total Commitments
and (y) the Maximum Amount. After giving effect to the issuance of any requested
Letter of Credit, (i) the Aggregate Letters of Credit Outstandings


                                       38
<PAGE>
shall not exceed the Total Letter of Credit Commitment and (ii) the Aggregate
Outstandings shall not exceed the lesser of (x) the Total Commitments and (y)
the Maximum Amount.

        Each borrowing hereunder shall constitute a representation and warranty
of each Company that the statements contained in clauses (a), (b), and (c) of
Section 5.02 are true and correct on and as of the Borrowing Date except to the
extent such representations and warranties expressly relate to an earlier date
in which case they shall be true and correct in all material respects as of such
earlier date.

                         ARTICLE VIAFFIRMATIVE COVENANTS

        Each Company, jointly and severally, covenants and agrees with the
Lenders that so long as the Commitments remain in effect, any Letter of Credit
remains outstanding, or any of the principal of or interest on the Notes or any
other Obligations hereunder shall be unpaid it will, and will cause each
Guarantor to:

        SECTION 6.01. EXISTENCE, PROPERTIES, INSURANCE . Do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
or limited liability existence as applicable, rights and franchises and comply
with all laws applicable to it, except to the extent any failure to so comply
could not reasonably be expected to have a Material Adverse Effect; at all times
maintain, preserve and protect all franchises, except as otherwise permitted
pursuant to Section 7.12, and trade names material to its business and preserve
all of its property used or useful in and material to the conduct of its
business, and keep the same in good repair, working order and condition, normal
wear and tear excepted, and from time to time make, or cause to be made, all
needful and proper repairs, renewals, replacements, betterments and improvements
thereto so that the business carried on in connection therewith may be properly
and advantageously conducted in the ordinary course at all times; and at all
times maintain insurance covering its assets and its businesses with financially
sound and reputable insurance companies or associations in such amounts and
against such risks (including, without limitation, hazard, business
interruption, public liability and product liability) as are usually carried by
companies engaged in the same or similar business. Each such policy of insurance
of the Companies shall name the Administrative Agent as loss payee and
additional insured and shall provide for at least thirty (30) days' prior
written notice to the Administrative Agent of any modification or cancellation
of such policies. Each Company shall provide to the Administrative Agent
promptly upon receipt thereof evidence of the annual renewal of each such
policy. The Companies shall deliver to the Administration Agent evidence of the
good standing of EDO Foreign Sales Corporation in the jurisdiction of its
incorporation and the charter documents of EDO Foreign Sales Corporation on or
prior to December 31, 2002.

        SECTION 6.02. PAYMENT OF OBLIGATIONS AND TAXES. Pay all obligations, now
existing or hereafter arising, as and when due and payable, and pay and
discharge or cause to be paid and discharged promptly all taxes, assessments and
government charges or levies imposed upon it or upon its income and profits, or
upon any of its property, real, personal or mixed, or upon any part thereof,
before the same shall become in default, as well as all lawful claims for labor,
materials and supplies or otherwise which, if unpaid, might become a lien or
charge upon


                                       39
<PAGE>
such properties or any part thereof; provided, however, that neither any Company
nor any Guarantor shall be required to pay and discharge or cause to be paid and
discharged any such obligations, tax, assessment, charge, levy or claim so long
as the validity thereof shall be contested in good faith by appropriate
proceedings, and such Company or such Guarantor, as the case may be, shall have
set aside on its books adequate reserves determined in accordance with Generally
Accepted Accounting Principles with respect to any such obligations, tax,
assessment, charge, levy or claim so contested; further, provided that, subject
to the foregoing proviso, each Company and each Guarantor shall pay or cause to
be paid all such obligations, taxes, assessments, charges, levies or claims upon
the commencement of proceedings to foreclose any lien which has attached as
security therefor.

        SECTION 6.03. FINANCIAL STATEMENTS, REPORTS, ETC. Furnish to the
Administrative Agents with sufficient copies for each Lender,

               (a) as soon as available, but in any event within 105 days after
the end of each fiscal year of EDO, the audited consolidated balance sheet of
EDO and its Subsidiaries as of the end of such year and the related audited
consolidated statements of income, shareholders equity and cash flow for such
year, setting forth in comparative form the respective figures as of the end of
and for the previous fiscal year, and accompanied by a report thereon of
independent certified public accountants of recognized standing selected by EDO
and reasonably satisfactory to the Required Lenders (the "Auditor"), which
report shall be unqualified and prepared in accordance with Generally Accepted
Accounting Principles, applied on a consistent basis;

               (b) (i) as soon as available, but in any event not later than 60
days after the end of the first, second and third fiscal quarters of EDO, the
consolidated interim balance sheet of EDO and its Subsidiaries as of the end of
each such quarter and the related interim statements of income, shareholders
equity and cash flow for such quarter and the portion of the fiscal year through
such date and setting forth in each case in comparative form the respective
figures for the corresponding date and period in the previous fiscal year,
prepared by EDO in accordance with Generally Accepted Accounting Principles,
applied on a consistent basis, and accompanied by a certificate to that effect
executed by the Chief Financial Officer of EDO:

               (c) a certificate prepared and signed by the Chief Financial
Officer with each delivery required by clauses (a) and (b) as to whether or not,
as of the close of such preceding period and all times during such preceding
period, the Companies and the Guarantors were in compliance with all the
provisions in this Agreement, showing computation of financial covenants and
quantitative negative covenants, and if the Chief Financial Officer shall have
obtained knowledge of any Default or Event of Default, it shall disclose in such
certificate such Default or Event of Default and the nature thereof;

               (d) at all times indicated in clauses (a) above a copy of the
management letter, if any, prepared by the Auditor;

               (e) on or prior to the twentieth day of each calendar quarter a
"job status report" substantially in the form previously provided to the Lenders
certified by the Chief Financial Officer and current as of the last Business Day
of the preceding calendar quarter;


                                       40
<PAGE>
               (f) promptly after filing thereof, copies of all regular and
periodic financial information, proxy materials and other information and
reports which any Company or any Guarantor shall file with the Securities and
Exchange Commission;

               (g) promptly after submission to any government or regulatory
agency, all documents and information furnished to such government or regulatory
agency other than such documents and information prepared in the normal course
of business and which could not result in any adverse action to be taken by such
agency which action could reasonably be expected to have a Material Adverse
Effect;

               (h) within ten (10) days after the end of each calendar quarter
commencing with the quarter ending December 31, 2002 a completed Borrowing Base
Certificate; and

               (i) promptly, from time to time, such other information regarding
the operations, business affairs and condition (financial or otherwise) of the
Companies or the Guarantors as any Lender may reasonably request.
        SECTION 6.04. BOOKS AND RECORDS; ACCESS TO PREMISES . Maintain financial
records in accordance with Generally Accepted Accounting Principles and permit
representatives of any Lender, in coordination with the Administrative Agent, to
have access during normal business hours to the premises of each Company and the
Guarantors upon prior written request, and to examine and make excerpts from the
minute books, books of accounts, reports and other records and to discuss the
affairs, finances and accounts of each Company and the Guarantors with their
respective principal officers or with their respective independent accountants,
permit representatives of the Administrative Agent to conduct such audits
(including, without limitation, field audits of each Company and each
Guarantor's accounts receivable and inventory) as the Administrative Agent
reasonably deems necessary. The costs and expenses of one field audit during
each fiscal year and all field audits performed after the occurrence of an Event
of Default shall be for the account of each Company and the Guarantors and shall
be payable upon demand of the Administrative Agent.

        SECTION 6.05. NOTICE OF ADVERSE CHANGE . Promptly notify the
Administrative Agent in writing of (a) any change in the business or the
operations of any Company or any Guarantor which could have a Material Adverse
Effect, and (b) any information which indicates that any financial statements
which are the subject of any representation contained in this Agreement, or
which are furnished to the Agents or the Lenders pursuant to this Agreement,
fail, in any material respect, to present fairly, the financial condition and
results of operations purported to be presented therein, disclosing the nature
thereof.

        SECTION 6.06. NOTICE OF DEFAULT . Promptly notify the Administrative
Agent of any Default or Event of Default which shall have occurred, which notice
shall include a written statement as to such occurrence, specifying the nature
thereof and the action, if any, which is proposed to be taken with respect
thereto.

        SECTION 6.07. NOTICE OF LITIGATION . Promptly notify the Administrative
Agent of any action, suit or proceeding at law or in equity or by or before any
governmental


                                       41
<PAGE>
instrumentality or other agency which, if adversely determined against any
Company or any Guarantor on the basis of the allegations and information set
forth in the complaint or other notice of such action, suit or proceeding, or in
the amendments thereof, if any, could reasonably be expected to have a Material
Adverse Effect.

        SECTION 6.08. NOTICE OF DEFAULT IN OTHER AGREEMENTS. Promptly notify the
Administrative Agent of any default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
agreement or instrument to which any Company or any Guarantor is a party which
default could reasonably be expected to have a Material Adverse Effect.

        SECTION 6.09. NOTICE OF ERISA EVENT . Promptly deliver to the
Administrative Agent a certificate of the Chief Financial Officer of each
Company setting forth details as to such occurrence and such action, if any,
which a Company, a Guarantor or an ERISA Affiliate is required or proposes to
take, together with any notices received from any Governmental Authority or
required or proposed to be given to or filed with or by such Company, such
Guarantor, such ERISA Affiliate, the PBGC, a Plan participant or the Plan
administrator, with respect thereto: that a Reportable Event has occurred with
respect to a Plan, that an accumulated funding deficiency has been incurred or
an application may be or has been made to the Secretary of the Treasury for a
waiver or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code with respect to a Plan, that a Plan has been or may be
terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA, that one or more Plans have an Unfunded Current Liability giving rise to
a Lien under ERISA, that proceedings may be or have been instituted to terminate
a Multi-Employer Plan, that a proceeding has been instituted pursuant to Section
515 of ERISA to collect a delinquent contribution to a Plan, or that any
Company, any Guarantor or any ERISA Affiliate will or may incur any liability
(including any contingent or secondary liability) to or on account of the
termination of or withdrawal from a Plan under Section 4062, 4063, 4064, or to a
Multi-Employer Plan under Section 4201 or 4204 of ERISA. Each Company will
deliver to the Administrative Agent a complete copy of the annual report (Form
5500) of each Plan required to be filed with the Internal Revenue Service. In
addition to any certificates or notices delivered to the Administrative Agent
pursuant to the first sentence hereof, copies of annual reports and any other
notices received by each Company or such Guarantor required to be delivered to
the Administrative Agent hereunder shall be delivered to the Administrative
Agent no later than ten days after the later of the date such report or notice
has been filed with the Internal Revenue Service or the PBGC, given to Plan
participants or received by any Company or any Guarantor.

        SECTION 6.10. NOTICE OF ENVIRONMENTAL LAW VIOLATIONS. Promptly notify
the Administrative Agent of the receipt of any notice of an action, suit, and
proceeding before any court or governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, pending against any
Company or any Guarantor relating to any alleged violation of any Environmental
Law which, if adversely determined against such Company or such Guarantor (a)
could reasonably be expected to result in a fine or judgment against such
Company or Guarantor of more than $250,000 or (b) could reasonably be expected
to have a Material Adverse Effect.


                                       42
<PAGE>
        SECTION 6.11. COMPLIANCE WITH APPLICABLE LAWS . Comply with the
requirements of all applicable laws, rules, regulations and orders of any
Governmental Authority, the breach of which could reasonably be expected to have
a Material Adverse Effect.

        SECTION 6.12. SUBSIDIARIES . Give the Administrative Agent prompt
written notice of the creation, establishment or acquisition, in any manner, of
any direct or indirect subsidiary of the Company not existing on the date
hereof. EDO, or its Subsidiary as appropriate, shall (x) execute a Pledge
Agreement with respect to (i) all the shares of capital stock or other ownership
interest of each such Subsidiary which is a Domestic Subsidiary, and (ii) 65% of
the outstanding shares of capital stock or other ownership interest of each such
Subsidiary which is a Foreign Subsidiary, in each case, together with
certificates and powers with respect to such interest duly endorsed in blank,
and in the event of uncertificated interests, UCC financing statements
identifying such interest) and (y) cause each Domestic Subsidiary to execute a
Guaranty and Security Agreement in favor of the Administrative Agent within five
days of the creation, establishment or acquisition of such Subsidiary and in
connection therewith shall provide to the Administrative Agent, with a copy for
each Lender, the supporting documents identified in clauses (i), (ii) and (iii)
of Section 5.01(e), in each case with respect to such Subsidiary, together with,
if required by the Agent, a favorable written opinion of counsel to such
Subsidiary and the pledgor of the interests in such Subsidiary, which opinion
shall be consistent in substance and as to the matters opined as the opinion
delivered pursuant to Section 5.01(d) on the Closing Date.

        SECTION 6.13. ENVIRONMENTAL LAWS. Comply and use its best efforts to
ensure compliance by all tenants and subtenants of their respective properties
with the requirements of all Environmental Laws, except where the failure to so
comply could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect; provide to the Lenders all documentation in
connection with such compliance that the Lenders may reasonably request, and
defend, indemnify, and hold harmless each Agent and each Lender and their
respective employees, agents, officers, and directors, from and against any
claims, demands, penalties, fines, liabilities, settlements, damages, costs, or
expenses of whatever kind or nature, known or unknown, contingent or otherwise
(collectively "Losses"), arising out of, or in any way related to, (a) the
presence, disposal, or release of any Hazardous Materials on any property at any
time owned or occupied by the Companies or any Guarantor; (b) any personal
injury (including wrongful death) or property damage (real or personal) arising
out of or related to such Hazardous Materials; (c) any lawsuit brought or
threatened, settlement reached, or government order relating to such Hazardous
Materials, and/or (d) any violation of applicable Environmental Laws, including,
without limitation, reasonable attorney and consultant fees, investigation and
laboratory fees, court costs, and litigation expenses except to the extent the
Losses are caused by the gross negligence or willful misconduct of a Lender or
an Agent or their respective employees, agents, officers and directors.

        SECTION 6.14 CERTAIN LETTERS OF CREDIT . Use reasonable best efforts to
cause the beneficiary of each Mellon L/C and each B of A L/C to accept on or
prior to April 1, 2003 a Letter of Credit in substitution therefor issued by the
Issuing Lender hereunder.


                                       43
<PAGE>
                          ARTICLE VIINEGATIVE COVENANTS

        Each Company, jointly and severally, covenants and agrees that so long
as the Commitments remain in effect, any Letter of Credit remains outstanding,
or any of the principal of or interest on any Note or any other Obligations
hereunder shall be unpaid, it will not, and will not cause or permit any
Guarantor, directly or indirectly, to:

        SECTION 7.01. LIENS .Incur, create, assume or suffer to exist any Lien
on any of their respective assets now or hereafter owned, other than:

               (a) Liens existing on the date hereof as set forth on Schedule II
attached hereto including any renewals or extensions thereof; provided that no
such Lien is extended to cover any additional property after the Closing Date
and that the amount of Indebtedness secured thereby is not increased;

               (b) Liens for taxes, assessments or other governmental charges or
levies not yet delinquent or which are being contested in good faith by
appropriate proceedings, provided, however, that adequate reserves with respect
thereto are maintained on the books of the Companies or the Guarantors in
accordance with Generally Accepted Accounting Principles;

               (c) carriers', warehousemens', mechanics', suppliers' or other
like Liens arising in the ordinary course of business and not overdue for a
period of more than 30 days or which are being contested in good faith by
appropriate proceedings in a manner which will not jeopardize or diminish the
interest of the Administrative Agent in any of the collateral subject to the
Security Documents;

               (d) Liens incurred or deposits to secure the performance of
tenders, bids, trade contracts, leases, statutory obligations, surety,
performance and appeal bonds, and other obligations of similar nature incurred
in the ordinary course of business including liens on works in progress,
inventory and unfinished goods securing progress payments received under
contracts with third parties;

               (e) any attachment, judgment or similar Lien arising in
connection with any court or governmental proceeding provided that the execution
or other enforcement of such Lien is effectively stayed;

               (f) easements, rights of way, restrictions and other similar
charges or encumbrances which in the aggregate do not interfere in any material
respect with the occupation, use and enjoyment by any Company or any Guarantor
of the property or assets encumbered thereby in the normal course of their
respective business or materially impair the value of the property subject
thereto;

               (g) deposits under workmen's compensation, unemployment insurance
and social security laws;


                                       44
<PAGE>
               (h) liens granted to the Lenders or the Administrative Agent, for
the ratable benefit of the Lenders, under this Agreement or any other Loan
Document;

               (i) purchase money liens for fixed or capital assets acquired in
the ordinary course of business, including obligations with respect to Capital
Leases; provided in each case such purchase money lien does not exceed 100% of
the purchase price of, and encumbers only, the property acquired;

               (j) liens granted to financial institutions party to Hedging
Agreements permitted pursuant to Section 7.02(i) to secure EDO's or its
Subsidiary's obligations under such Hedging Agreements provided the priority of
such liens are pari passu with the priority of the liens referred to in clause
(h) above and are governed by an intercreditor agreement between the
Administrative Agent, for the ratable benefit of the Lenders and each such
financial institution in form and substance satisfactory to the Required
Lenders;

               (k) liens consisting of precautionary Uniform Commercial Code
financing statements regarding operating leases of any Company or any Guarantor;

               (l) licenses, leases or subleases granted to third Persons in the
ordinary course of business not interfering in any material respect with the
business of any Company or any Guarantor;

               (m) any lien arising out of the refinancing, extension, renewal
or refunding of any Indebtedness of any Company or any Guarantor secured by any
Lien permitted by clause (i) of this Section; provided that such Indebtedness is
not increased and is not secured by any additional assets; and

               (n) cash pledged to Bank of America, N.A. to secure reimbursement
obligations under the B of A L/Cs.

        SECTION 7.02. INDEBTEDNESS . Incur, create, assume or suffer to exist or
otherwise become liable in respect of any Indebtedness, other than:

               (a) Indebtedness incurred prior to the date hereof as described
in Schedule III attached hereto including any renewals, refinancings or
extensions thereof; provided such renewals, refinancings or extensions do not
result in an increase in the aggregate principal amount of such Indebtedness;

               (b) Indebtedness to the Agents and the Lenders under this
Agreement, the Notes or any other Loan Document;

               (c) Indebtedness for trade payables incurred in the ordinary
course of business which are not overdue;

               (d) Indebtedness consisting of guarantees permitted pursuant to
Section 7.03;


                                       45
<PAGE>
               (e) Subordinated Indebtedness approved in writing by the Required
Lenders; provided, however, that no Default or Event of Default shall have
occurred and be continuing or would occur after giving effect to the incurrence
of such Subordinated Indebtedness;

               (f) Indebtedness secured by purchase money liens as permitted
under Section 7.01(i); provided, however, the aggregate amount of all such
Indebtedness outstanding at any one time shall not exceed $10,000,000.

               (g) Indebtedness owing by a Company to any Guarantor or other
Company or by any Guarantor to a Company or the Company to any other Guarantor;

               (h) Indebtedness arising from the election of a participant in an
ESOP to receive an installment payment of benefits accrued to such participant
under such ESOP;

               (i) Hedging Agreements entered into to hedge against existing
business risks in the ordinary course of business and not for the purpose of
speculation; provided (i) the aggregate amount subject to Hedging Agreements to
which EDO or its Subsidiaries are a party shall not exceed $150,000,000 and (ii)
the termination of each Hedging Agreement shall not be later than April 1, 2007;

               (j) Indebtedness of any Company or any Guarantor representing the
obligation of the Company or any Guarantor to make payments with respect to the
cancellation or repurchase of certain stock of officers, employees or directors
(or their estates) of any Company or any Guarantor, to the extent permitted by
Section 7.06(f);

               (k) Indebtedness for the deferred purchase price of stock, assets
or other property owing to a seller pursuant to a Permitted Acquisition;
provided, however, that (i) such indebtedness constitutes all or a portion of
the consideration payable with respect to such acquisition, (ii) such
indebtedness does not exceed more than 100% of the original purchase price of
such acquisition, and (iii) such indebtedness shall constitute Subordinated
Indebtedness;

               (l) Other Indebtedness, excluding indebtedness for borrowed
money, the aggregate amount of which shall not exceed $500,000 at any time; and

               (m) the Existing Letters of Credit, the Mellon L/Cs and the B of
A L/Cs.

        SECTION 7.03. GUARANTIES . Guarantee, endorse, become surety for, or
otherwise in any way become or be responsible for the Indebtedness or
obligations of any Person, whether by agreement to maintain working capital or
equity capital or otherwise maintain the net worth or solvency of any Person or
by agreement to purchase the Indebtedness of any other Person, or agreement for
the furnishing of funds, directly or indirectly, through the purchase of goods,
supplies or services for the purpose of discharging the Indebtedness of any
other Person or otherwise, or enter into or be a party to any contract for the
purchase of merchandise, materials, supplies or other property if such contract
provides that payment for such merchandise, materials, supplies or other
property shall be made regardless of whether delivery of such merchandise,
supplies or other property is ever made or tendered except:


                                       46
<PAGE>
               (a) guaranties executed on or prior to the date hereof as
described on Schedule IV attached hereto including any renewals or extension
thereof; provided the contingent obligation thereunder after giving effect to
such extension or renewal is not greater than such contingent obligation
immediately prior to such extension or renewal;
               (b) endorsements of negotiable instruments for collection or
deposit in the ordinary course of business;

               (c) guaranties of any Indebtedness under this Agreement or any
other Indebtedness permitted under Section 7.02;

               (d) guaranties by any Company of the Indebtedness of any other
Company or any Guarantor permitted to be incurred hereunder, or by any Guarantor
of the Indebtedness of any Company or any other Guarantor permitted to be
incurred hereunder; and

               (e) guaranties by a Company or any Guarantor of operating leases
of any Company or any Guarantor.

        SECTION 7.04. SALE OF ASSETS . Sell, assign, lease, transfer or
otherwise dispose of any of their respective properties and assets, except as
permitted under Section 7.11 and except for (a) the sale of inventory disposed
of in the ordinary course of business, (b) the sale or other disposition of
properties or assets no longer used or useful in the conduct of their respective
businesses, (c) the sale or other disposition of AIL's Deer Park, New York
facility; provided that no Default or Event of Default shall have occurred and
be continuing immediately before and immediately after giving effect to such
sale or other disposition, and (d) any other asset disposition provided (i) the
consideration therefore is not less than the fair market value of the related
asset (as determined in good faith by the Chief Financial Officer) and (ii)
after giving effect thereto, the aggregate fair market value of the assets
disposed of in all asset dispositions in any fiscal year of EDO does not exceed
$250,000.

        SECTION 7.05. SALES OF RECEIVABLES. Sell, transfer, discount or
otherwise dispose of notes, accounts receivable or other obligations owing to
any Company or any Guarantor, with or without recourse, except for collection in
the ordinary course of business.

        SECTION 7.06. LOANS AND INVESTMENTS. Make or commit to make any advance,
loan, extension of credit, or capital contribution to, or purchase or hold
beneficially any stock or other securities, or evidence of Indebtedness of,
purchase or, except as permitted pursuant to Section 7.11, acquire all or a
substantial part of the assets of, make or permit to exist any interest
whatsoever in, any other Person except (a) for the ownership of stock of any
Subsidiaries existing as of the Closing Date or of any Subsidiary created, or
acquired pursuant to a Permitted Acquisition, after the Closing Date provided
the Companies have complied with their obligations under Section 6.13 with
respect to such Subsidiary; and further provided all of the outstanding equity
interests of such Subsidiary are owned by the Companies and/or the Guarantors;
(b) the ESOP Loan; (c) Eligible Investments; (d) loans and investments made by
any Company in any Guarantor or in any other Company or by any Guarantor in any
Company or any other Guarantor; (e) extension of trade credit to customers of
the Companies and the Guarantors in the


                                       47
<PAGE>
ordinary course of business; (f) loans and advances from AIL and EDO to their
respective management in an aggregate principal amount not to exceed $1,500,000;
(g) mandatory repurchases of common stock required pursuant to the terms of the
ESOP; provided, however, no Default or Event of Default shall have occurred and
be continuing or would occur after giving effect thereto; (h) any Company or any
Guarantor may acquire and own investments (including, Indebtedness obligations)
received in connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of the delinquent obligations of, or other disputes
with, customers and suppliers arising in the ordinary course of business; (i)
deposits made in the ordinary course of business consistent with past practices
to secure the performance of leases entered into in the ordinary course of
business and deposits described in Section 7.01(d); and (j) any Company may make
contributions or loans to the ESOP to permit the ESOP to immediately purchase
capital stock of the Company, in an aggregate purchase price equal to the amount
of such loan or contribution and (k) guarantees permitted pursuant to Section
7.03(d).

        SECTION 7.07. NATURE OF BUSINESS. Change or alter, in any material
respect, the nature of its business from the nature of the business engaged in
by it on the date hereof.

        SECTION 7.08. SALE AND LEASEBACK. Enter into any arrangement, directly
or indirectly, with any Person whereby it shall sell or transfer any property,
whether real or personal, used or useful in its business, whether now owned or
hereafter acquired, of it, if at the time of such sale or disposition it intends
to lease or otherwise acquire the right to use or possess (except by purchase)
such property or like property for a substantially similar purpose.

        SECTION 7.09. FEDERAL RESERVE REGULATIONS . Permit any Loan or the
proceeds of any Loan to be used for any purpose which violates or is
inconsistent with the provisions of Regulation T, U or X of the Board of
Governors of the Federal Reserve System.

        SECTION 7.10. ACCOUNTING POLICIES AND PROCEDURES . Permit any change in
the accounting policies and procedures of the Companies or any Guarantor,
including a change in fiscal year, provided, however, that any policy or
procedure required to be changed by the Financial Accounting Standards Board (or
other board or committee thereof) in order to comply with Generally Accepted
Accounting Principles may be so changed.

        SECTION 7.11. LIMITATIONS ON FUNDAMENTAL CHANGES . Merge or consolidate
with, or sell, assign, lease or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its assets (whether
now or hereafter acquired) to, any Person, or, acquire more than 50% of the
outstanding stock or all or substantially all of the assets or the business of
any Person or liquidate, wind up or dissolve or suffer any liquidation or
dissolution; provided, however, (a) any Company or Guarantor may acquire the
stock or assets or business of a Person pursuant to a Permitted Acquisition, (b)
any Subsidiary of EDO may merge with (x) any Company provided that such Company
shall be the continuing or surviving entity, or (y) with any one or more
Subsidiaries of EDO, and (c) any Company may sell, lease, or otherwise transfer
its assets to any other Company or any Guarantor and any Guarantor may sell,
lease, or otherwise transfer its assets to the Company or any other Guarantor so
long as the security interest granted to the Administrative Agent for the
benefit of the Lenders pursuant to


                                       48
<PAGE>
the Security Documents in such assets shall remain in full force and effect and
perfected, to at least the same extent as in effect immediately prior to such
sale, lease or other transfer.

        SECTION 7.12. FINANCIAL COVENANTS.

               (a) Consolidated Tangible Net Worth plus Subordinated Debt.
Permit Consolidated Tangible Net Worth plus Consolidated Subordinated Debt at
the last day of any fiscal quarter to be less than the amount set forth below
opposite the applicable period in which the fiscal quarter occurs.

<TABLE>
<CAPTION>
        Period                                                   Amount
        ------                                                   ------

<S>                                                              <C>
        Closing Date through December 30, 2002                   $200,000,000

        December 31, 2002 through December 30, 2003              $225,000,000

        December 31, 2003 through December 30, 2004              $250,000,000

        December 31, 2004 and thereafter                         $275,000,000
</TABLE>

               (b) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as of the end of any fiscal quarter to be greater than 2.50:1.00.

               (c) Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter to
be less than the ratio set forth below opposite the applicable period in which
the fiscal quarter occurs:

<TABLE>
<CAPTION>
        Period                                                   Ratio
        ------                                                   -----
<S>                                                              <C>
        Closing Date through December 30, 2004                   1.10:1.00

        December 31, 2004 and thereafter                         1.20:1.00
</TABLE>

               (d) Consolidated EBIT to Consolidated Interest Expense. Permit
Consolidated EBIT to Consolidated Interest Expense as of the end of any fiscal
quarter to be less than 3.00:1.00.

               (e) Consolidated Total Unsubordinated Liabilities to Consolidated
Tangible Net Worth plus Subordinated Debt. Permit the ratio of Consolidated
Total Unsubordinated Liabilities to Consolidated Tangible Net Worth plus
Subordinated Debt as of the end of any fiscal quarter to be greater than
1.00:1.00.
               (f) No Net Loss. Incur a Consolidated net loss (calculated
exclusive of extraordinary gains) for any period consisting of four consecutive
fiscal quarters.


                                       49
<PAGE>
        SECTION 7.13. SUBORDINATED DEBT. Directly or indirectly prepay, defease,
purchase, redeem, or otherwise acquire any Subordinated Debt or amend,
supplement or otherwise modify any of the terms thereof without the prior
written consent of the Required Lenders.

        SECTION 7.14. DIVIDENDS . Declare any dividend on, or make any payment
on account of, or set apart assets for a sinking or other analogous fund for the
purchase, redemption, defeasance, retirement or other acquisition of, any shares
of any class of stock of any Company or any Guarantor, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash, securities or property or in obligations of the
Companies or any Guarantor or in any combination thereof, or permit any
Subsidiary of EDO to make any payment on account of, or purchase or otherwise
acquire, any shares of any class of the stock of any Company or any Guarantor
from any Person; provided, however, (a) EDO may declare and pay dividends on its
outstanding common stock for each calendar quarter commencing with the quarter
ending September 30, 2002 in an amount not to exceed fifty (50%) percent of
Consolidated Net Income for the immediately preceding fiscal quarter (b) each
wholly-owned subsidiary of EDO may declare and pay dividends ratably with
respect to its capital stock, (c) EDO may make contributions to the ESOP from
time to time not to exceed an amount equal to the next scheduled payment of
principal and interest then due pursuant to the ESOP Loan Agreement, and (d) the
Companies may redeem or repurchase shares of their respective common stock (or
options to purchase such common stock) from officers, employees and directors of
the Companies or any of their Subsidiaries (or their estates) upon the death,
permanent disability, retirement or termination of employment of any such Person
or otherwise in accordance with any stock option plan or any employee stock
ownership plan maintained by the Companies or any of their Subsidiaries,
provided the aggregate purchase price paid with respect to all repurchases of
common stock in any fiscal year of EDO shall not exceed $150,000; provided,
however, with respect to each dividend distribution, redemption and repurchase
permitted hereunder no such dividend, distribution, redemption or repurchase
shall be made if a Default or an Event of Default shall have occurred and be
continuing or would occur after giving effect to the same.

        SECTION 7.15. TRANSACTIONS WITH AFFILIATES . Enter into any transaction,
including, without limitation, the purchase, sale, or exchange of property or
the rendering of any service, with any Affiliate, except in the ordinary course
of and pursuant to the reasonable requirements of any Company's or Guarantor's
business and upon fair and reasonable terms no less favorable to such Company or
Guarantor than they would obtain in a comparable arms-length transaction with a
Person not an Affiliate. The provisions of this Section 7.15 shall not apply to
the transactions contemplated by the ESOP which are consummated in accordance
with the terms of the ESOP.

        SECTION 7.16. IMPAIRMENT OF SECURITY INTEREST. Take or omit to take any
action which could reasonably be expected to have the result of impairing the
security interest in any property subject to a security interest in favor of the
Administrative Agent.
        SECTION 7.17. BORROWING BASE . Permit, at any time, the Aggregate Senior
Indebtedness Outstandings to exceed the Borrowing Base.


                                       50
<PAGE>
        SECTION 7.18. NO AMENDMENTS . Without the prior written consent of the
Required Lenders, amend, supplement or otherwise modify (i) the certificate of
incorporation of EDO with respect to its preferred stock or (ii) any material
term of the ESOP Loan (without limitation, the interest rate thereon, and the
schedule and amount of principal payments required thereunder) or (iii) the
Subordinated Debentures or the indenture pursuant to which the Subordinated
Debentures were issued.

        SECTION 7.19. EXTENDED MELLON L/CS . Without the prior written consent
of the Required Lenders, renew any Extended Mellon L/C (as defined in Section
2.04(a)) or agree to any amendment or modification extending the expiry date or
increasing the stated amount of any Extended Mellon L/C.

                          ARTICLE VIIIEVENTS OF DEFAULT

        SECTION 8.01. EVENTS OF DEFAULT . In the case of the happening of any of
the following events (each an "Event of Default"):

               (a) failure to pay (i) the principal of any Loan or any
reimbursement obligation with respect to a drawing under any Letter of Credit,
in each case, as and when due and payable or (ii) within five days after the
same becomes due and payable, any interest on any Loan or any fee or other
amount due under this Agreement or any other Loan Document;

               (b) default shall be made in the due observance or performance of
(i) any covenant, condition or agreement set forth in Article VI (other than
Section 6.03(a), Section 6.03(b) and Sections 6.05 through 6.11) and such
default, shall continue unremedied for a period of 15 consecutive days or (ii)
any other covenant, conditions or agreement of the Company or any Guarantor to
be performed pursuant to this Agreement or any other Loan Document (other than
those specified in clause (a) of this Section 8.01);

               (c) any representation or warranty made or deemed made in this
Agreement or any other Loan Document shall prove to be false or misleading in
any material respect when made or given or when deemed made or given;

               (d) any report, certificate, financial statement (excluding
financial projections provided the same were prepared in good faith and upon
reasonable assumptions) or other instrument furnished in connection with this
Agreement or any other Loan Document or the borrowings hereunder, shall prove to
be false or misleading in any material respect when made or given or when deemed
made or given;

               (e) default in the performance or compliance in respect of any
agreement or condition relating to any Indebtedness of any Company or any
Guarantor in excess of $500,000 individually or in the aggregate (other than the
Notes) if the effect of such default is to accelerate the maturity of such
Indebtedness or to permit the holder or obligee thereof (or a trustee on


                                       51
<PAGE>
behalf of such holder or obligee) to cause such Indebtedness to become due prior
to the stated maturity thereof, or, any such Indebtedness shall not be paid when
due;

               (f) any Company shall (i) voluntarily commence any proceeding or
file any petition seeking relief under Title 11 of the United States Code or any
other federal or state bankruptcy, insolvency or similar law, (ii) consent to
the institution of, or fail to controvert in a timely and appropriate manner,
any such proceeding or the filing of any such petition, (iii) apply for or
consent to the employment of a receiver, trustee, custodian, sequestrator or
similar official for such Company or for a substantial part of its property;
(iv) file an answer admitting the material allegations of a petition filed
against it in such proceeding, (v) make a general assignment for the benefit of
creditors, (vi) take corporate action for the purpose of effecting any of the
foregoing; or (vii) become unable or admit in writing its inability or fail
generally to pay its debts as they become due; or any of the actions identified
in the preceding clauses (i) through (vii) shall have occurred with respect to
any Guarantor.

               (g) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent jurisdiction seeking
(i) relief in respect of any Company or of a substantial part of their
respective property, under Title 11 of the United States Code or any other
federal or state bankruptcy insolvency or similar law, (ii) the appointment of a
receiver, trustee, custodian, sequestrator or similar official for such Company
or for a substantial part of their property, or (iii) the winding-up or
liquidation of any Company and such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of the
foregoing shall continue unstayed and in effect for 60 days; or any of the
actions identified in the preceding clauses (i), (ii) or (iii) shall have
occurred with respect to any Guarantor;

               (h) One or more orders, judgments or decrees for the payment of
money in excess of $500,000 in the aggregate shall be rendered against any
Company or any Guarantor and the same shall not have been paid in accordance
with such judgment, order or decree and either (i) an enforcement proceeding
shall have been commenced by any creditor upon such judgment, order or decree,
or (ii) there shall have been a period of thirty (30) days during which a stay
of enforcement of such judgment, order or decree, by reason of pending appeal or
otherwise, was not in effect;

               (i) any Plan shall fail to maintain the minimum funding standard
required for any Plan year or part thereof or a waiver of such standard or
extension of any amortization period is applied for or granted under Section 412
of the Code, any Plan is terminated by any Company, any Guarantor or any ERISA
Affiliate or is the subject of termination proceedings under ERISA, any Plan
shall have an Unfunded Current Liability, a Reportable Event shall have occurred
with respect to a Plan or any Company, any Guarantor, or any ERISA Affiliate
shall have incurred a liability to or on account of a Plan under Section 515,
4062, 4063, or a Multi-Employer Plan under Section 4201 or 4204 of ERISA, and
there shall result from any such event or events the imposition of a lien upon
the assets of any Company or any Guarantor or the granting of a security
interest on such assets, or a liability to the PBGC or a Plan or a
Multi-Employer Plan or a trustee appointed under ERISA or a penalty under
Section 4971 of the Code in an aggregate amount in excess of $500,000;


                                       52
<PAGE>
               (j) any material provision of any Loan Document shall for any
reason cease to be in full force and effect in accordance with its terms or any
Company or any Guarantor shall so assert in writing;

               (k) any of the Liens purported to be granted pursuant to any
Security Document shall fail or cease for any reason to be legal, valid and
enforceable liens on the collateral purported to be covered thereby or shall
fail or cease to have the priority purported to be created thereby;

               (l) EDO shall cease for any reason to be required to file
periodic reports under Section 13 of the Securities Exchange Act of 1934, as
amended and the regulations of the Securities Exchange Commission promulgated
thereunder;

then, at any time thereafter during the continuance of any such event, the
Administrative Agent may, and, upon the request of the Required Lenders, shall
by written or telephonic notice to the Company, take any or all of the following
actions, at the same or different times, (a) terminate the Commitments, (b)
declare (i) the Notes, both as to principal and interest, (ii) an amount equal
to the Aggregate Letters of Credit outstanding and (iii) all other Obligations,
to be forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the Notes to the contrary notwithstanding, and (c) exercise all
rights and remedies available to it and the Lenders under the Loan Documents or
applicable law; provided, however, that if an event specified in Section 8.01(f)
or (g) shall have occurred, the Commitments shall automatically terminate and
interest, principal and amounts referred to in the preceding clauses (i), (ii)
and (iii) shall be immediately due and payable without presentment, demand,
protest, or other notice of any kind, all of which are expressly waived,
anything contained herein or in the Notes to the contrary notwithstanding. With
respect to all Letters of Credit that shall not have matured or presentment for
honor shall not have occurred, the Companies shall provide the Administrative
Agent with Cash Collateral in an amount equal to the aggregate undrawn amount of
such Letters of Credit. Such Cash Collateral shall be applied by the
Administrative Agent to reimburse the Issuing Lender for drawings under Letters
of Credit for which the Issuing Lender has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Companies at such time or, if the maturity of the Loans has
been accelerated, be applied to satisfy other Obligations with any amount
remaining after such satisfactions to be returned to the Companies or paid to
such other party as may legally be entitled to the same.
                              ARTICLE IXTHE AGENTS

        SECTION 9.01. APPOINTMENT, POWERS AND IMMUNITIES .

        Each Lender hereby irrevocably appoints and authorizes each Agent to act
as its Agent hereunder, under the Security Documents and the other Loan
Documents with such powers as are specifically delegated to such Agent by the
terms of this Agreement, the Security Documents and the other Loan Documents
together with such other powers as are reasonably incidental thereto. No Agent
shall have any duties or responsibilities except those expressly set forth in
this Agreement, the Security Documents and the other Loan Documents and shall
not be a trustee for any Lender, nor is any Agent acting in a fiduciary capacity
of any kind under this Agreement, the


                                       53
<PAGE>
Security Documents or the other Loan Documents or in respect thereof or in
respect of any Lender. No Agent shall be responsible to the Lenders for any
recitals, statements, representations or warranties contained in this Agreement,
the Security Documents, or the other Loan Documents, in any certificate or other
document referred to or provided for in, or received by any of them under, this
Agreement, the Security Documents or the other Loan Documents, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement, the Security Documents or the other Loan Documents or any other
document referred to or provided for herein or therein or for the collectability
of the Loans or for the validity, effectiveness or value of any interest or
security covered by the Security Documents or for the value of any collateral or
for the validity or effectiveness of any assignment, mortgage, pledge, security
agreement, financing statement, document or instrument, or for the filing,
recording, re-filing, continuing or re-recording of any thereof or for any
failure by any Company, or any of their respective Subsidiaries to perform any
of its obligations hereunder or under the other Loan Documents. Each Agent may
take all actions by itself and/or it may employ agents and attorneys-in-fact,
and shall not be responsible, except as to money or the securities received by
it or its authorized agents, for the negligence or misconduct of itself or its
employees or of any such agents or attorneys-in-fact, if such agents or
attorneys-in-fact are selected by it with reasonable care. No Agent nor any of
its directors, officers, employees or agents shall be liable or responsible for
any action taken or omitted to be taken by it or them hereunder, under the
Security Documents or the other Loan Documents or in connection herewith or
therewith, except for its or their own gross negligence or willful misconduct.

        SECTION 9.02. RELIANCE BY AGENTS .

        Each Agent shall be entitled to rely upon any certification, notice or
other communication (including any thereof by telephone, telex, telegram or
cable) believed by it to be genuine and correct and to have been signed or sent
by or on behalf of the proper Person or Persons, and upon advice and statements
of legal counsel, independent accountants and other experts selected by such
Agent. As to any matters not expressly provided for by this Agreement, the
Security Documents or the other Loan Documents, each Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder, under the
Security Documents or the other Loan Documents in accordance with instructions
signed by the Required Lenders, or such other number of Lenders as is specified
in Section 10.04 hereof, and such instructions of the Required Lenders or other
number of Lenders as aforesaid and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders.

        SECTION 9.03. EVENTS OF DEFAULT .

        No Agent shall be deemed to have knowledge of the occurrence of a
Default (other than the non-payment of principal of, or interest on, the Loans
to the extent the same is required to be paid to the Administrative Agent for
the account of the Lenders) unless such Agent has received notice from a Lender
or a Company specifying such Default and stating that such notice is a "Notice
of Default". In the event that the Agent receives such a notice of the
occurrence of a Default, the Administrative Agent shall give prompt notice
thereof to the Lenders (and shall give each Lender notice of each such
non-payment). The Administrative Agent shall (subject to Section 9.07 hereof)
take such action with respect to such Default as shall be directed by the


                                       54
<PAGE>
Required Lenders, except as otherwise provided in Section 10.04 hereof; provided
that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may take such action, or refrain from
taking such action, with respect to such Default or an Event of Default as it
shall deem advisable in the best interest of the Lenders.

        SECTION 9.04. RIGHTS AS A LENDER .

        With respect to its Commitment and the Loans made by it, each Agent in
its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as an Agent, and the term "Lender" or "Lenders" shall, unless the context
otherwise indicates, include the Administrative Agent in its individual
capacity. Each Agent and its Affiliates may (without having to account therefor
to any Lender) accept deposits from, lend money to and generally engage in any
kind of banking, trust or other business with any Company, any Guarantor or any
of their respective Affiliates, if it were not acting as an Agent, and each
Agent may accept fees and other consideration from any Company, any Guarantor or
any of their respective Affiliates, for services in connection with this
Agreement, the Security Documents or any of the other Loan Documents or
otherwise without having to account for the same to the Lenders.

        SECTION 9.05. INDEMNIFICATION .

        The Lenders shall indemnify each Agent (to the extent not reimbursed by
the Companies under Section 10.03 hereof), ratably in accordance with the
aggregate principal amount of the Loans made by the Lenders (or, if no Loans are
at the time outstanding, ratably in accordance with their respective
Commitments), for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against such Agent in any way relating to or arising out of this Agreement, the
Security Documents or any of the other Loan Documents or any other documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby and thereby (including, without limitation, the costs and
expenses which the Companies are obligated to pay under Section 10.03 hereof or
under the applicable provisions of any other Loan Document) or the enforcement
of any of the terms hereof or of the Security Documents, or of any other Loan
Document, provided that no Lender shall be liable for any of the foregoing to
the extent they arise from the gross negligence or willful misconduct of such
Agent.

        SECTION 9.06. NON-RELIANCE ON AGENTS AND OTHER LENDERS .

        Each Lender agrees that it has, independently and without reliance on
any Agent or any other Lender, and based on such documents and information as it
has deemed appropriate, made its own credit analysis of the Companies and the
Guarantors and decision to enter into this Agreement and that it will,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action
under this Agreement, the Security Documents or the other Loan Documents. No
Agent shall be required to keep itself informed as to the performance or
observance by the Companies and the


                                       55
<PAGE>
Guarantors of this Agreement, the Security Documents or the other Loan Documents
or any other document referred to or provided for herein or therein or to
inspect the properties or books of any Company or any Guarantor. Except for
notices, reports and other documents and information expressly required to be
furnished to the Lenders by the Administrative Agent hereunder or under the
Security Documents, or the other Loan Documents (which shall include the
statements and reports delivered to the Administrative Agent pursuant to
Sections 6.03, 6.05, 6.06, 6.07, 6.08, 6.09 and 6.10), no Agent shall have any
duty or ability to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of any Company, which
may come into the possession of such Agent or any of its Affiliates.

        SECTION 9.07. FAILURE TO ACT .

        Except for action expressly required of an Agent hereunder, or under the
Security Documents, each Agent shall in all cases be fully justified in failing
or refusing to act hereunder or thereunder unless it shall be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.

        SECTION 9.08. RESIGNATION OF AGENTS .

        Subject to the appointment and acceptance of a successor Agent as
provided in this Section 9.08, the Administrative Agent, the Syndication Agent
or the Documentation Agent may resign at any time by notifying the Lenders and
the Companies. Upon any such resignation, the Required Lenders shall have the
right, in consultation with the Companies, to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the resigning Agent gives notice
of its resignation, then the resigning Agent may, on behalf of the Lenders,
appoint a successor Agent which shall be a bank with an office in New York, New
York, or an Affiliate of any such bank. Upon the acceptance of its appointment
as Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the resigning
Agent, and the resigning Agent shall be discharged from its duties and
obligations hereunder. The fees payable by the Companies to a successor Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Companies and such successor. After an Agent's resignation
hereunder, the provisions of this Article and Section 10.03 shall continue in
effect for the benefit of such resigning Agent in respect of any actions taken
or omitted to be taken by it while it was acting as an Agent.

        SECTION 9.09. SHARING OF COLLATERAL AND PAYMENTS .

        In the event that at any time any Lender shall obtain payment in respect
of a Note or interest thereon, or a participation in any Letter of Credit, or
receive any collateral in respect thereof, whether voluntarily or involuntarily,
through the exercise of a right of banker's lien, set-off or counterclaim
against any Company or otherwise, in a greater proportion than the proportion
received by any other Lender in respect of the corresponding Note held by it or
interest thereon, or its participation in any Letter of Credit, then the Lender
so receiving such greater proportionate payment shall purchase for cash from the
other Lender or Lenders such


                                       56
<PAGE>
portion of each such other Lender's or Lenders' Loan, or participation in any
Letter of Credit, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
Lender receiving the proportionate over-payment to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders each of
which shall have a lien on its ratable portion of the amount described
hereinafter obtained from the Companies; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from the
Lender which received the proportionate over-payment, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. The Companies agree, to the extent they may do
so under applicable law, that each Lender so purchasing a portion of another
Lender's Loan, or participation in any Letter of Credit, may exercise all rights
of payment (including, without limitation, rights of set-off) with respect to
such portion as fully as if such Lender were the direct holder of such portion.

                             ARTICLE XMISCELLANEOUS

        SECTION 10.01. NOTICES . All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including
telecopy), and unless otherwise expressly provided herein, shall be conclusively
deemed to have been received by a party hereto and to be effective on the day on
which delivered by hand to such party or one Business Day after being sent by
overnight mail to the address set forth below, or, in the case of telecopy
notice, when acknowledged as received, or if sent by registered or certified
mail, three (3) Business Days after the day on which mailed in the United
States, addressed to such party at such address:

               (a)    if to the Administrative Agent, at Citibank, N.A. 730
                      Veterans Memorial Highway Hauppauge, New York 11788
                      Attention: Mr. Jason A. Quinn, Vice President Telecopy:
                      (631) 265-4888

        (b) if to any Company, at

                      EDO Corporation
                      60 East 42nd St.
                      Suite 5010
                      New York, New York 10165
                      Attention: Chief Financial Officer
                      Telecopy:  (212) 716-2051

                      with copies to:

                      EDO Corporation


                                       57
<PAGE>
                      60 East 42nd St.
                      Suite 5010
                      New York, New York 10165
                      Attention: Law Department
                      Telecopy:  (212) 716-2051

                      Dechert
                      4000 Bell Atlantic Tower
                      1717 Arch Street
                      Philadelphia, PA 19103
                      Attention:    Sarah B. Gelb, Esq.
                      Telecopy: (215) 994-2222

               (c) if to any Lender, to its address set forth in the signature
page of this Agreement and to the person so designated;

                                     - and -

               (d) as to each such party at such other address as such party
shall have designated to the other in a written notice complying as to delivery
with the provisions of this Section 10.01.

        SECTION 10.02. EFFECTIVENESS; SURVIVAL . This Agreement shall become
effective on the date on which all parties hereto shall have signed a
counterpart copy hereof and shall have delivered the same to the Administrative
Agent. All representations and warranties made herein and in the other Loan
Documents and in the certificates delivered pursuant hereto or thereto shall
survive the making by the Lenders of the Loans, in each case, as herein
contemplated and the execution and delivery to the Lenders of the Notes
evidencing the Loans and shall continue in full force and effect so long as the
Obligations hereunder are outstanding and unpaid and the Commitments are in
effect. The obligations of the Companies pursuant to Section 3.07, Section 3.08,
Section 3.09 and Section 10.03 shall survive termination of this Agreement and
payment of the Obligations.

        SECTION 10.03. INDEMNITY AND EXPENSES . Each Company, jointly and
severally, agrees (a) to indemnify, defend and hold harmless the Administrative
Agent, each Lender and their respective officers, directors, employees, and
affiliates (each, an "indemnified person") from and against any and all losses,
claims, damages, liabilities or judgments to which any such indemnified person
may be subject and arising out of or in connection with the Loan Documents, the
financings contemplated hereby, the use of any proceeds of such financings or
any related transaction or any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not any of such indemnified persons
is a party thereto, and to reimburse each of such indemnified persons upon
demand for any reasonable legal or other expenses incurred in connection with
the investigation or defending any of the foregoing; provided that the foregoing
indemnity will not, as to any indemnified person, apply to losses, claims,
damages, liabilities, judgments or related expenses to the extent arising from
the wilful misconduct or gross negligence of such indemnified person, (b) to pay
or reimburse the Administrative Agent for all


                                       58
<PAGE>
its reasonable out-of-pocket costs and expenses incurred in connection with the
preparation and execution of and any amendment, supplement or modification to
this Agreement, the Notes any other Loan Documents, and any other documents
prepared in connection herewith or therewith, and the consummation of the
transactions contemplated hereby and thereby, including without limitation, the
reasonable fees and disbursements of Farrell Fritz, P.C., counsel to the
Administrative Agent, and (c) to pay or reimburse each Lender and the
Administrative Agent for all their costs and expenses incurred in connection
with the enforcement and preservation of any rights under this Agreement, the
Notes, the other Loan Documents, and any other documents prepared in connection
herewith or therewith, including, without limitation, the reasonable fees and
disbursements of counsel (including, without limitation, in-house counsel) to
the Agents and to the several Lenders, including all such out-of-pocket expenses
incurred during any work-out, restructuring or negotiations in respect of the
Obligations.

        SECTION 10.04. AMENDMENTS AND WAIVERS . With the written consent of the
Required Lenders, the Administrative Agent and the Companies may, from time to
time, enter into written amendments, supplements or modifications hereto for the
purpose of adding any provisions to this Agreement or the Notes or any of the
other Loan Documents or changing in any manner the rights of the Lenders or of
the Companies hereunder or thereunder, and with the written consent of the
Required Lenders, the Administrative Agent on behalf of the Lenders may execute
and deliver to the Companies a written instrument waiving, on such terms and
conditions as the Administrative Agent may specify in such instrument, any of
the requirements of this Agreement or the Notes or any of the other Loan
Documents or any Event of Default; provided, however, that no such waiver and no
such amendment, or supplement or modification shall (a) extend the maturity of
any Note or change the amortization schedule of any Term Note, or any
installment thereof, (b) reduce the rate or extend the time of payment of
interest on any Note or the amount of any reimbursement due in respect of any
Letter of Credit, or any fees payable to the Lenders hereunder, (c) reduce the
principal amount of any Note, (d) amend, modify or waive any provision of this
Section 10.04 or clause (vi) of the definition of "Permitted Acquisition", (e)
amend or modify any provision hereof specifying that all of the Lenders are
required to waive, amend or modify any rights hereunder or make any
determination granting consent hereunder, (f) consent to the assignment or
transfer by any Company or any Guarantor of any of its rights or obligations
under this Agreement or any other Loan Document, (g) except as expressly
permitted pursuant to this Agreement or any other Loan Document release any
collateral security granted to the Administrative Agent under the Security
Documents or (h) release any Guarantor from its Guaranty, in each case specified
in clauses (a) through (h) above without the written consent of all the Lenders;
and provided, further, that no such waiver and no such amendment, supplement or
modification shall (I) amend, modify, supplement or waive any provision of
Section IX with respect to any Agent without the written consent of such Agent
or (II) increase the amount of any Lenders' Commitment without the written
consent of such Lender. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Companies, the Lenders, the Agents and all future holders of the Notes.

        SECTION 10.05. SUCCESSORS AND ASSIGNS; PARTICIPATIONS .


                                       59
<PAGE>
        (a) This Agreement shall be binding upon and inure to the benefit of the
Companies, the Lenders, the Administrative Agent, all future holders of the
Notes and their respective successors and assigns, except that the Companies may
not assign or transfer any of their rights or obligations under this Agreement
without the prior written consent of each Lender.

        (b) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or more
banks or other financial institutions ("Participants") participating interests
in any Loan owing to such Lender, any Note held by such Lender, any Commitment
of such Lender or any other interest of such Lender hereunder. In the event of
any such sale by a Lender of participating interests to a Participant, such
Lender's obligations under this Agreement to the other parties under this
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such
Note for all purposes under this Agreement, and the Companies and the Agents
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. The Companies agree
that if amounts outstanding under this Agreement or the Notes are due or unpaid
or shall have been declared or shall become due and payable on the occurrence of
an Event of Default, each Participant shall be deemed to have the right of
set-off in respect of its participating interest in amounts owing under this
Agreement or any Note to the same extent as if the amount of its participating
interests were owing directly to it as a Lender under this Agreement or any
Note; provided, however, that such right of set-off shall be subject to the
obligation of such Participant to share with the Lenders and the Lenders agree
to share with such Participant, as provided in Section 9.09. The Companies agree
that each Participant shall be entitled to the benefits of Sections 3.07, 3.08
and 3.09 with respect to its participation in the Commitments and in the Loans
and Letters of Credit outstanding from time to time; provided, however, that no
Participant shall be entitled to receive any greater amount pursuant to such
sections than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Lender
to such Participant had no such transfer occurred. No Participant shall have the
right to consent to any amendment to, or waiver of, any provision of this
Agreement, except the transferor Lender may provide in its agreement with the
Participant that such Lender will not, without the consent of the Participant,
agree to any amendment or waiver described in clause (a) through clause (h) of
Section 10.04.

        (c) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to any Lender
or any domestic banking affiliate thereof, and, with the consent of the
Administrative Agent, and, provided no Event of Default has occurred and is
continuing, the consent of the Companies, such consent not to be unreasonably
withheld or delayed, to one or more additional banks or financial institutions
("Purchasing Lenders") all or any part of its rights and obligations under this
Agreement and the Notes pursuant to an Assignment and Acceptance Agreement,
executed by such Purchasing Lender, such transferor Lender and the
Administrative Agent, and delivered to the Administrative Agent for its
acceptance. Upon such execution, delivery and acceptance from and after the
effective date specified in such Assignment and Acceptance Agreement, (i) the
Purchasing Lender thereunder shall be a party hereto and, to the extent provided
in such Assignment and Acceptance Agreement, have the rights and obligations of
a Lender hereunder with Commitments as set forth therein and (ii) the transferor
Lender thereunder shall, to the


                                       60
<PAGE>
extent provided in such Assignment and Acceptance Agreement, be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance Agreement covering all or the remaining portion of a transferor
Lender's rights and obligations under this Agreement, such transferor Lender
shall cease to be a party hereto). Such Assignment and Acceptance Agreement
shall be deemed to amend this Agreement to the extent, and only to the extent,
necessary to reflect the addition of such Purchasing Lender and the resulting
adjustment of Commitment Proportions arising from the purchase by such
Purchasing Lender of all or a portion of the rights and obligations of such
transferor Lender under or in respect of this Agreement and the Notes. On or
prior to the effective date specified in such Assignment and Acceptance
Agreement, the Company, shall execute and deliver to the Administrative Agent,
in exchange for the surrendered Note, a new Note to the order of such Purchasing
Lender in an amount equal to the Commitments assumed by it pursuant to such
Assignment and Acceptance Agreement and, if the transferor Lender has retained
any Commitment hereunder, a new Note to the order of the transferor Lender in an
amount equal to such Commitment retained by it hereunder. Such new Notes shall
be in a principal amount equal to the principal amount of such surrendered Note,
shall be dated the date of the Note they replace and shall otherwise be in the
form of the Note replaced thereby. The Note surrendered by the transferor Lender
shall be returned by the Administrative Agent to the Companies marked
"cancelled". Anything in this Section 10.05 to the contrary notwithstanding, no
transfer to a Purchasing Lender shall be made pursuant to this paragraph (c) if
such transfer by any one transferor Lender to any one Purchasing Lender (other
than a Purchasing Lender which is a Lender hereunder prior to such transfer) (x)
is less than $10,000,000 of the Commitments of such transferor Lender or (y) if
less than all of the Commitment of such transferor Lender is transferred, after
giving effect to such transfer the amount held by any transferor Lender would be
less than $10,000,000. Each transfer to a Purchasing Lender shall be made in the
same pro rata portion with respect to the Revolving Credit Commitment and the
Letter of Credit Commitments or, if all or any portion of the Commitments shall
have expired, the Revolving Credit Loans or L/C Exposure, as applicable.

        (d) The Administrative Agent shall maintain at its address referred to
in Section 10.01 a copy of each Assignment and Acceptance Agreement delivered to
it and a register (the "Register") for the recordation of the names and
addresses of the Lenders and the commitments of, and principal amount of the
Loans owing to, each Lender from time to time. The entries in the Register shall
be conclusive, in the absence of manifest error and the Companies, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as the owner of the Loan recorded therein for all
purposes of this Agreement. The Register shall be available for inspection by
the Companies or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

        (e) Upon its receipt of an Assignment and Acceptance Agreement executed
by a transferor Lender and a Purchasing Lender, together with payment by the
Purchasing Lender to the Administrative Agent of a registration and processing
fee of $3,500 if the Purchasing Lender is not a Lender prior to the execution of
an Assignment and Acceptance Agreement and $2,500 if the Purchasing Lender is a
Lender prior to the execution of an Assignment and Acceptance Agreement, the
Administrative Agent shall (i) accept such Assignment and Acceptance Agreement,
(ii) record the information contained therein in the Register, and (iii) give
prompt notice of such acceptance and recordation to the Lenders and the Company.


                                       61
<PAGE>
        (f) Each Company authorizes each Lender (subject to Section 10.11) to
disclose to any Participant or Purchasing Lender (each, a "Transferee") and any
prospective Transferee any and all financial information in such Lender's
possession concerning the Companies and the Guarantors which has been delivered
to such Lender by or on behalf of any Company or any Guarantor pursuant to this
Agreement or which has been delivered to such Lender by the Companies in
connection with such Lender's credit evaluation of the Companies and the
Guarantors prior to entering into this Agreement.

        (g) If, pursuant to this Section 10.05, any interest in this Agreement,
a participation agreement, or any Note is transferred to any transferee which is
organized under the laws of any jurisdiction other than the United States or any
State thereof, the transferor Lender shall cause such Transferee, concurrently
with the effectiveness of such transfer, (i) to represent to the transferor
Lender (for the benefit of the transferor Lender, the Administrative Agent and
the Companies) that under applicable law and treaties no taxes will be required
to be withheld by the Administrative Agent, the Companies, or the transferor
Lender with respect to any payments to be made to such Transferee in respect of
the Loans, (ii) to furnish to the Administrative Agent, the transferor Lender
and each Company either U.S. Internal Revenue Service Form W-8ECI or U.S.
Internal Revenue Service Form W-8BEN (wherein such Transferee claims entitlement
to complete exemption from U.S. federal withholding tax on all interest payments
hereunder) and (iii) to agree (for the benefit of the Administrative Agent, the
transferor Lender and each Company) to provide the Administrative Agent, the
transferor Lender and the Company, a new Form W-8ECI or Form W-8BEN upon the
expiration or obsolescence of any previously delivered form and comparable
statements in accordance with applicable U.S. laws and regulations and
amendments duly executed and completed by such Transferee, and to comply from
time to time with all applicable U.S. laws and regulations with regard to such
withholding tax exemption.

        (h) Any Lender may at any time pledge or assign or grant a security
interest in all or any part of its rights under this Agreement and its Notes to
a Federal Reserve Bank, provided that no such assignment shall release the
transferor Lender from its Commitment or its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party to this Agreement.

        SECTION 10.06. NO WAIVER; CUMULATIVE REMEDIES . Neither any failure nor
any delay on the part of any Lender or the Administrative Agent in exercising
any right, power or privilege hereunder or under any Note or any other Loan
Document shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any other right,
power or privilege. The rights, remedies, powers and privileges herein provided
or provided in the other Loan Documents are cumulative and not exclusive of any
rights, remedies powers and privileges provided by law.

        SECTION 10.07. APPLICABLE LAW . THIS AGREEMENT AND THE NOTES SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW.


                                       62
<PAGE>
        SECTION 10.08. SUBMISSION TO JURISDICTION ; JURY WAIVER; WAIVER. EACH
COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR STATE
COURT IN THE STATE OF NEW YORK, COUNTY OF NEW YORK OR COUNTY OF NASSAU IN ANY
ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED TO OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH COMPANY HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A
DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT IT
IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH FEDERAL OR STATE COURTS,
THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT
THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO
HEREIN OR THEREIN OR THE SUBJECT MATTER HEREOF THEREOF MAY NOT BE LITIGATED IN
OR BY SUCH FEDERAL OR STATE COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH COMPANY AGREES NOT TO ASSERT ANY COUNTERCLAIM IN ANY SUCH SUIT, ACTION OR
PROCEEDING UNLESS SUCH COUNTERCLAIM CONSTITUTES A COMPULSORY OR MANDATORY
COUNTERCLAIM UNDER APPLICABLE LAW OF CIVIL PROCEDURE. EACH COMPANY AGREES THAT
SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL TO THE
ADDRESS FOR NOTICES SET FORTH IN THIS AGREEMENT OR ANY METHOD AUTHORIZED BY THE
LAWS OF NEW YORK. EACH PARTY HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT.
EXCEPT AS PROHIBITED BY LAW, EACH COMPANY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. EACH COMPANY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
AGENT, THE ISSUING LENDER OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT THEY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE LENDERS, THE
AGENTS AND THE ISSUING LENDER TO ENTER INTO THIS AGREEMENT AND TO MAKE THE LOANS
AND OTHER EXTENSIONS OF CREDIT.

        SECTION 10.09. SEVERABILITY . In case any one or more of the provisions
contained in this Agreement, any Note or any other Loan Document should be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby.


                                       63
<PAGE>
        SECTION 10.10. RIGHT OF SETOFF . If an Event of Default shall have
occurred and be continuing, the Administrative Agent, the Issuing Lender and
each Lender and their respective Affiliates are each hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by the
Administrative Agent, the Issuing Lender or any Lender to or for the credit or
the account of any Company against any and all of the Obligations of any Company
now and hereafter existing under this Agreement and the Notes held by such
Lender, irrespective of whether or not such Lender shall have made any demand
under this Agreement or any Note and although such obligations may be unmatured.
The rights of the Administrative Agent, the Issuing Lender and each Lender under
this Section 10.10 are in addition to other rights and remedies (including,
without limitation, other rights of setoff) which they may have.

        SECTION 10.11. CONFIDENTIALITY. Each of the Lenders agrees that it will
use reasonable efforts not to disclose without the prior consent of the Company
(other than to affiliates of such Lenders and their respective directors,
employees, auditors, counsel or other professional advisors) any confidential
information with respect to any Company or any Guarantor which is furnished by
the Companies or any Guarantor; provided that any Lender may disclose any such
information (a) that is or has become generally available to the public other
than as a result of disclosure by such Lender in violation of this Section
10.11; (b) as may be required or appropriate (x) in any report, statement or
testimony submitted to any municipal, state or federal or other governmental
regulatory body having or claiming to have jurisdiction over such Lender or to
the Federal Reserve Board or the Federal Deposit Insurance Corporation or
similar organizations (whether in the United States or elsewhere) or their
successors or (y) in connection with any request or requirement of any such
regulatory body; (c) as may be required in response to any summons or subpoena
or in connection with any litigation; (d) to the extent required to comply with
any law, order, regulation or ruling applicable to such Lender; and (e) to any
prospective Transferee in connection with any contemplated transfer of any of
the Notes or any interest therein by such Lender; provided that such prospective
Transferee agrees to be bound by this Section 10.11 to the same extent as such
Lender. Each Lender agrees, to the extent practical, to provide the Companies
with prior notice of any disclosure of confidential information required
pursuant to clause (c) or (d) above so that the Companies may seek to prevent or
limit the disclosure of such information.

        SECTION 10.12. HEADINGS . Section headings used herein are for
convenience of reference only and are not to affect the construction of or be
taken into consideration in interpreting this Agreement.

        SECTION 10.13. CONSTRUCTION . This Agreement is the result of
negotiations between, and has been reviewed by, each Company, the Administrative
Agent, the Lenders and their respective counsel. Accordingly, this Agreement
shall be deemed to be the product of each party hereto, and no ambiguity shall
be construed in favor of or against either any Company or the Administrative
Agent, or any Lender.


                                       64
<PAGE>
        SECTION 10.14. COUNTERPARTS . This Agreement may be executed in two or
more counterparts, each of which shall constitute an original, but all of which,
taken together, shall constitute one and the same instrument.

        SECTION 10.15. DOCUMENTATION AGENT AND SYNDICATION AGENT . Wachovia
Bank, N.A., in its capacity as Documentation Agent, and Fleet National Bank in
its capacity as Syndication Agent shall have no responsibilities or obligations
hereunder or under any other Loan Document, provided that the provisions of this
Section 10.15 shall not affect or limit its responsibilities, rights or
obligations as a Lender hereunder.

        SECTION 10.16. JOINT AND SEVERAL OBLIGATIONS.

               (A) BENEFITS. THE LOANS WILL DIRECTLY OR INDIRECTLY BENEFIT EACH
COMPANY HEREUNDER SEVERALLY, AND ALL OF THEM JOINTLY, REGARDLESS OF THE FACT NO
COMPANY RECEIVES ALL OR PART OF THE PROCEEDS OF ANY OF THE LOANS.
               (B) ACCEPTANCE OF JOINT AND SEVERAL LIABILITY. EACH OF THE
COMPANIES IS ACCEPTING JOINT AND SEVERAL LIABILITY HEREUNDER AND UNDER THE OTHER
LOAN DOCUMENTS IN CONSIDERATION OF THE FINANCIAL ACCOMMODATIONS TO BE PROVIDED
BY THE LENDERS UNDER THIS AGREEMENT, FOR THE MUTUAL BENEFIT, DIRECTLY AND
INDIRECTLY, OF EACH OF THE COMPANIES AND IN CONSIDERATION OF THE UNDERTAKINGS OF
EACH OTHER COMPANY TO ACCEPT JOINT AND SEVERAL LIABILITY FOR THE OBLIGATIONS.

               (C) PAYMENT AND PERFORMANCE. EACH OF THE COMPANIES, JOINTLY AND
SEVERALLY, HEREBY IRREVOCABLY AND UNCONDITIONALLY ACCEPTS, NOT MERELY AS A
SURETY BUT ALSO AS A CO-DEBTOR, JOINT AND SEVERAL LIABILITY WITH THE OTHER
COMPANY, WITH RESPECT TO THE PAYMENT AND PERFORMANCE OF ALL OF THE OBLIGATIONS,
IT BEING THE INTENTION OF THE PARTIES HERETO THAT ALL THE OBLIGATIONS SHALL BE
THE JOINT AND SEVERAL OBLIGATIONS OF EACH OF THE COMPANIES WITHOUT PREFERENCE OR
DISTINCTION AMONG THEM.

               (D) FAILURE TO PERFORM. IF AND TO THE EXTENT THAT ANY OF THE
COMPANIES SHALL FAIL TO MAKE ANY PAYMENT WITH RESPECT TO ANY OF THE OBLIGATIONS
AS AND WHEN DUE OR TO PERFORM ANY OF THE OBLIGATIONS IN ACCORDANCE WITH THE
TERMS THEREOF, THEN IN EACH SUCH EVENT THE OTHER COMPANY WILL MAKE SUCH PAYMENT
WITH RESPECT TO, OR PERFORM, SUCH OBLIGATION.

               (E) WAIVER OF NOTICE; ASSENT TO ACTIONS; ETC. THE OBLIGATIONS OF
EACH OF THE COMPANIES UNDER THE PROVISIONS OF THIS SECTION 10.15 CONSTITUTE FULL
RECOURSE OBLIGATIONS OF EACH OF THE COMPANIES ENFORCEABLE AGAINST EACH SUCH
COMPANY, IRRESPECTIVE OF THE VALIDITY, REGULARITY OR ENFORCEABILITY OF


                                       65
<PAGE>
THIS AGREEMENT AS AGAINST ANY PARTICULAR COMPANY. EACH AND EVERY REPRESENTATION,
WARRANTY, COVENANT AND AGREEMENT MADE BY THE COMPANIES, OR ANY OF THEM,
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS SHALL BE JOINT AND SEVERAL, WHETHER
OR NOT SO EXPRESSED, AND SUCH OBLIGATIONS OF ANY COMPANY SHALL NOT BE SUBJECT TO
ANY COUNTERCLAIM, SETOFF, RECOUPMENT OR DEFENSE BASED UPON ANY CLAIM ANY COMPANY
MAY HAVE AGAINST ANY OTHER COMPANY OR ANY LENDER OR AGENT, AND SHALL REMAIN IN
FULL FORCE AND EFFECT WITHOUT REGARD TO, AND SHALL NOT BE RELEASED, DISCHARGED
OR IN ANY WAY AFFECTED BY, ANY CIRCUMSTANCES OR CONDITION AFFECTING ANY OTHER
COMPANY, INCLUDING WITHOUT LIMITATION (A) ANY WAIVER, CONSENT, EXTENSION,
RENEWAL, INDULGENCE OR OTHER ACTION OR INACTION UNDER OR IN RESPECT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY AGREEMENT OR OTHER DOCUMENT RELATED
THERETO WITH RESPECT TO ANY OTHER COMPANY, OR ANY EXERCISE OR NONEXERCISE OF ANY
RIGHT, REMEDY, POWER OR PRIVILEGE UNDER OR IN RESPECT OF ANY SUCH AGREEMENT OR
INSTRUMENT WITH RESPECT TO ANY OTHER COMPANY, OR THE FAILURE TO GIVE NOTICE OF
ANY OF THE FOREGOING TO ANY OTHER COMPANY, (B) ANY INVALIDITY OR
UNENFORCEABILITY, IN WHOLE OR IN PART, OF ANY SUCH AGREEMENT OR INSTRUMENT WITH
RESPECT TO ANY OTHER COMPANY; (C) ANY FAILURE ON THE PART OF ANY OTHER COMPANY
FOR ANY REASON TO PERFORM OR COMPLY WITH ANY TERM OF ANY SUCH AGREEMENT OR
INSTRUMENT; (D) ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION, ARRANGEMENT,
READJUSTMENT, COMPOSITION, LIQUIDATION OR SIMILAR PROCEEDING WITH RESPECT TO ANY
OTHER COMPANY OR ITS PROPERTIES OR CREDITORS; OR (E) ANY OTHER OCCURRENCE
WHATSOEVER, WITHER SIMILAR OR DISSIMILAR TO THE FOREGOING, WITH RESPECT TO ANY
OTHER COMPANY. EACH COMPANY HEREBY WAIVES ANY REQUIREMENT OF DILIGENCE OR
PROMPTNESS ON THE PART OF THE LENDERS AND THE AGENT IN THE ENFORCEMENT OF THEIR
RIGHTS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT WITH RESPECT TO THE
OBLIGATIONS OF ITSELF OR OF ANY OTHER COMPANY. WITHOUT LIMITING THE FOREGOING
ANY FAILURE TO MAKE ANY DEMAND UPON, TO PURSUE OR EXHAUST ANY RIGHTS OR REMEDIES
AGAINST A COMPANY, OR ANY DELAY WITH RESPECT THERETO, SHALL NOT AFFECT THE
OBLIGATIONS OF ANY OTHER COMPANY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.

        SECTION 10.17. ENTIRE AGREEMENT . This Agreement, each of the other Loan
Documents and any separate letter agreements with respect to fees payable to the
Administrative Agent and the Lenders, constitute the entire agreement among the
parties relating to the subject matter hereof, and supercede any and all
previous agreements and understandings, oral or written, relating to the subject
matter hereof.


                                       66
<PAGE>
        IN WITNESS WHEREOF, the Companies, the Agents and the Lenders have
caused this Agreement to be duly executed by their duly authorized officers, as
of the day and year first above written.

                                    EDO CORPORATION

                                    By: /s/ DARRELL L. REED
                                       -----------------------
                                      Name: Darrell L. Reed
                                     Title: Chief Financial Officer and
                                            Treasurer


                                    AIL SYSTEMS INC.

                                    By: /s/ DARRELL L. REED
                                       ------------------------
                                      Name: Darrell L. Reed
                                     Title: Treasurer


                                       67
<PAGE>
<TABLE>
<CAPTION>
<S>                   <C>                   <C>
Revolving Credit                            CITIBANK, N.A.
   Commitment:        $35,714,250           AS ADMINISTRATIVE AGENT AND AS A LENDER

Letter of Credit                            By: /s/ RICHARD ROMANO
                                               -----------------------------------------
    Commitment:       $35,714,250           Name: Richard Romano
               ----              --------
                                            Title: GVP
Maximum Lender
    Commitment:       $40,000,000

                                            Lending Office for Prime
                                            Rate Loans:

                                            730 Veterans Memorial Highway
                                            Hauppauge, New York 11788

                                            Lending Office for Adjusted
                                            Libor Loans:

                                            730 Veterans Memorial Highway
                                            Hauppauge, New York 11788

                                            Address for Notices:

                                            730 Veterans Memorial Highway
                                            Hauppauge, New York 11788

                                            Attention: Mr. Jason A. Quinn, Vice President

                                            Telecopy: (631) 265-4888
</TABLE>


                                       68
<PAGE>
<TABLE>
<S>                   <C>                   <C>
Revolving Credit                            FLEET NATIONAL BANK
   Commitment:        $26,785,740

Letter of Credit                            By: /s/ THEODORE W. JANECZKO
                                               ---------------------------------
    Commitment:       $26,785,740           Name: Theodore W. Janeczko
               ----              --------
                                            Title: Vice President
Maximum Lender
    Commitment:       $30,000,000

                                            Lending Office for Prime
                                            Rate Loans:

                                            300 Broad Hollow Road
                                            Melville, New York 11747

                                            Lending Office for Adjusted
                                            Libor Loans:

                                            300 Broad Hollow Road
                                            Melville, New York 11747

                                            Address for Notices:

                                            300 Broad Hollow Road
                                            Melville, New York 11747

                                            Attention: Account Officer - EDO Corporation

                                            Telecopy: (631) 547-7701
</TABLE>


                                       69
<PAGE>
<TABLE>
<S>                   <C>                   <C>
Revolving Credit                            WACHOVIA BANK, N.A.
   Commitment:        $22,321,365

Letter of Credit                            By: /s/ BARBARA VAN MEERTEN
                                               ---------------------------------
    Commitment:       $22,321,365           Name: Barbara Van Meerten
               ----              --------
                                            Title: Director
Maximum Lender
    Commitment:       $25,000,000

                                            Lending Office for Prime
                                            Rate Loans:

                                            301 South College Street
                                            Charlotte, NC 28288

                                            Lending Office for Adjusted
                                            Libor Loans:

                                            301 South College Street
                                            Charlotte, NC 28288

                                            Address for Notices:

                                            301 South College Street
                                            Charlotte, NC 28288

                                            Attention: Account Officer - EDO Corporation

                                            Telecopy: (704) 374-4793
</TABLE>


                                       70
<PAGE>
<TABLE>
<S>                   <C>                   <C>
Revolving Credit                            SOCIETE GENERALE
   Commitment:        $17,857,115

Letter of Credit                            By: /s/ JOSE A. MORENO
                                               ---------------------------------
    Commitment:       $17,857,115           Name: Jose A. Moreno
               ----              --------
                                            Title: Managing Director

Maximum Lender
    Commitment:       $20,000,000

                                            Lending Office for Prime
                                            Rate Loans:

                                            2001 Ross Ave.
                                            Dallas, Texas 75201

                                            Lending Office for Adjusted
                                            Libor Loans:

                                            2001 Ross Ave.
                                            Dallas, Texas 75201

                                            Address for Notices:

                                            181 West Madison Street
                                            Chicago, IL 60602

                                            Attention: Account Officer - EDO Corporation

                                            Telecopy: (312) 578-5099

                                            with a copy to:

                                            2001 Ross Ave.
                                            Dallas, Texas 75201
                                            Attention: Account Officer - EDO Corporation
                                            Telecopy: (214) 979-1104
</TABLE>


                                       71
<PAGE>
<TABLE>
<S>                   <C>                   <C>
Revolving Credit                            NATIONAL CITY BANK
   Commitment:        $13,392,865

Letter of Credit                            By: /s/ TARA M. HANDFORTH
                                               ---------------------------------
    Commitment:       $13,392,865           Name: Tara M. Handforth
               -----             -------
                                            Title: Vice President

Maximum Lender
    Commitment:       $15,000,000

                                            Lending Office for Prime
                                            Rate Loans:

                                            One South Broad, 13th Floor
                                            Philadelphia, PA 19107

                                            Lending Office for Adjusted
                                            Libor Loans:

                                            One South Broad, 13th Floor
                                            Philadelphia, PA 19107

                                            Address for Notices:

                                            One South Broad, 13th Floor
                                            Philadelphia, PA 19107

                                            Attention: Account Officer - EDO Corporation

                                            Telecopy: (267) 256-4001
</TABLE>


                                       72
<PAGE>
<TABLE>
<S>                   <C>                   <C>
Revolving Credit                            BANK LEUMI USA
   Commitment:        $8,928,665

Letter of Credit                            By: /s/ PAUL TINE
                                               ---------------------------------
    Commitment:       $8,928,665            Name: Paul Tine
               -----            ---------
                                            Title: Vice President

Maximum Lender
    Commitment:       $10,000,000


                                            By: /s/ GLENN D. KREUTZER
                                               ---------------------------------
                                            Name: Glenn D. Kreutzer
                                            Title: Banking Officer

                                            Lending Office for Prime
                                            Rate Loans:

                                            562 Fifth Avenue
                                            New York, New York 10036

                                            Lending Office for Adjusted
                                            Libor Loans:

                                            562 Fifth Avenue
                                            New York, New York 10036

                                            Address for Notices:

                                            562 Fifth Avenue
                                            New York, New York 10036

                                            Attention: Account Officer - EDO Corporation

                                            Telecopy: (212) 626-1311
</TABLE>


                                       73

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