L 3 COMMUNICATIONS HOLDINGS INC
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.45
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                      AMONG

                         L-3 COMMUNICATIONS CORPORATION,
                             A DELAWARE CORPORATION,
                                  AS BORROWER,

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,

          THE CERTAIN FINANCIAL INSTITUTIONS NAMED AS CO-AGENTS HEREIN,

                         BANC OF AMERICA SECURITIES LLC

                                       AND

                          LEHMAN COMMERCIAL PAPER INC.,
                                  AS ARRANGERS,

                             BANK OF AMERICA, N.A.,
                             AS ADMINISTRATIVE AGENT

                                       AND

                          LEHMAN COMMERCIAL PAPER INC.,
                  AS DOCUMENTATION AGENT AND SYNDICATION AGENT

                           DATED AS OF APRIL 24, 2000

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                                TABLE OF CONTENTS

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SECTION 1.  DEFINITIONS...........................................................................................1

         1.1. Defined Terms.......................................................................................1
         1.2. Other Definitional Provisions......................................................................24
         1.3. Interrelationship with Original Credit Agreement...................................................24
         1.4. Confirmation of Existing Obligations...............................................................25

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS AND LOANS.............................................................25

         2.1. Commitments........................................................................................25
         2.2. Procedure for Borrowing............................................................................27
         2.3. Commitment Fee.....................................................................................28
         2.4. Termination or Reduction of Revolving Credit Commitments...........................................28
         2.5. Repayment of Loans; Evidence of Debt...............................................................28
         2.6. Optional Prepayments; Mandatory Prepayments and Reduction of Commitments...........................30
         2.7. Conversion and Continuation Options................................................................32
         2.8. Minimum Amounts and Maximum Number of Tranches.....................................................33
         2.9. Interest Rates and Payment Dates...................................................................33
         2.10. Computation of Interest and Fees..................................................................34
         2.11. Inability to Determine Interest Rate..............................................................34
         2.12. Pro Rata Treatment and Payments...................................................................34
         2.13. Illegality........................................................................................36
         2.14. Requirements of Law...............................................................................36
         2.15. Taxes.............................................................................................38
         2.16. Indemnity.........................................................................................41
         2.17. Replacement of Lenders............................................................................41
         2.18. Certain Fees......................................................................................42
         2.19. Certain Rules Relating to the Payment of Additional Amounts.......................................42

SECTION 3. LETTERS OF CREDIT.....................................................................................43

         3.1. L/C Commitment.....................................................................................43
         3.2. Procedure for Issuance of Letters of Credit........................................................43
         3.3. Fees, Commissions and Other Charges................................................................44
         3.4. L/C Participation..................................................................................44
         3.5. Reimbursement Obligation of the Borrower...........................................................46
         3.6. Obligations Absolute...............................................................................46
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         3.7. Letter of Credit Payments..........................................................................47
         3.8. Application........................................................................................47
         3.9. Determination of Exchange Rate.....................................................................47

SECTION 4. REPRESENTATIONS AND WARRANTIES........................................................................47

         4.1. Financial Condition................................................................................48
         4.2. No Change..........................................................................................48
         4.3. Corporate Existence; Compliance with Law...........................................................48
         4.4. Corporate Power; Authorization; Enforceable Obligations............................................48
         4.5. No Legal Bar.......................................................................................49
         4.6. No Material Litigation.............................................................................49
         4.7. No Default.........................................................................................49
         4.8. Ownership of Property; Liens.......................................................................49
         4.9. Intellectual Property..............................................................................49
         4.10. Taxes.............................................................................................50
         4.11. Federal Regulations...............................................................................50
         4.12. ERISA.............................................................................................50
         4.13. Investment Company Act; Other Regulations.........................................................51
         4.14. Subsidiaries......................................................................................51
         4.15. Purpose of Loans..................................................................................51
         4.16. Environmental Matters.............................................................................51
         4.17. Collateral Documents..............................................................................52
         4.18. Accuracy and Completeness of Information..........................................................52
         4.19. Labor Matters.....................................................................................53

SECTION 5. CONDITIONS PRECEDENT..................................................................................53

         5.1. Conditions to Initial Loans........................................................................53
         5.2. Conditions to Each Extension of Credit.............................................................56

SECTION 6. AFFIRMATIVE COVENANTS.................................................................................56

         6.1. SEC Filings........................................................................................56
         6.2. Certificates; Other Information....................................................................57
         6.3. Payment of Obligations.............................................................................58
         6.4. Conduct of Business; Maintenance of Existence and Property; Compliance with Law....................58
         6.5. Insurance..........................................................................................58
         6.6. Inspection of Property; Books and Records; Discussions.............................................58
         6.7. Notices............................................................................................58
         6.8. Environmental Laws.................................................................................59
         6.9. Further Assurances.................................................................................60
         6.10. Additional Collateral.............................................................................60
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         6.11. [Intentionally Omitted.]..........................................................................61
         6.12. Foreign Jurisdictions.............................................................................61
         6.13. Government Contracts..............................................................................61
         6.14. Lien Searches.....................................................................................61

SECTION 7. NEGATIVE COVENANTS....................................................................................61

         7.1. Financial Condition Covenants......................................................................61
         7.2. Limitation on Indebtedness.........................................................................62
         7.3. Limitation on Liens................................................................................63
         7.4. Limitation on Guarantee Obligations................................................................65
         7.5. Limitation on Fundamental Changes..................................................................66
         7.6. Limitation on Sale of Assets.......................................................................66
         7.7. Limitation on Dividends............................................................................67
         7.8. Limitation on Capital Expenditures.................................................................67
         7.9. Limitation on Investments, Loans and Advances......................................................67
         7.10. Limitation on Optional Payments and Modifications of Instruments and Agreements...................69
         7.11. Limitation on Transactions with Affiliates........................................................69
         7.12. Limitation on Sales and Leasebacks................................................................70
         7.13. Limitation on Changes in Fiscal Year..............................................................70
         7.14. Limitation on Negative Pledge Clauses.............................................................70
         7.15. Limitation on Lines of Business...................................................................70
         7.16. Designated Senior Debt............................................................................70

SECTION 8. EVENTS OF DEFAULT.....................................................................................71

SECTION 9. THE AGENTS; THE ARRANGERS.............................................................................74

         9.1. Appointment........................................................................................74
         9.2. Delegation of Duties...............................................................................74
         9.3. Exculpatory Provisions.............................................................................74
         9.4. Reliance by Agents.................................................................................75
         9.5. Notice of Default..................................................................................75
         9.6. Non-Reliance on Agents and Other Lenders...........................................................75
         9.7. Indemnification....................................................................................76
         9.8. Agents, in Their Individual Capacities.............................................................76
         9.9. Successor Administrative Agent, Syndication Agent and Documentation Agent..........................76
         9.10. The Arrangers and the Co-Agents...................................................................77
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SECTION 10. MISCELLANEOUS........................................................................................77

         10.1. Amendments and Waivers............................................................................77
         10.2. Notices...........................................................................................78
         10.3. No Waiver; Cumulative Remedies....................................................................81
         10.4. Survival of Representations and Warranties........................................................82
         10.5. Payment of Expenses and Taxes.....................................................................82
         10.6. Successors and Assigns; Participation and Assignments.............................................83
         10.7. Adjustments; Set-off..............................................................................86
         10.8. Counterparts......................................................................................87
         10.9. Severability......................................................................................87
         10.10. Integration......................................................................................87
         10.11.GOVERNING LAW.....................................................................................87
         10.12. SUBMISSION TO JURISDICTION; WAIVERS..............................................................87
         10.13. Acknowledgments..................................................................................88
         10.14.WAIVERS OF JURY TRIAL.............................................................................88
         10.15. Confidentiality..................................................................................89
         10.16. Conversion of Currencies.........................................................................89
         10.17. Year 2000........................................................................................89
         10.18. Existing Agreements Superseded...................................................................90
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EXHIBITS

Exhibit A-1                Form of Revolving Credit Note
Exhibit A-2                Form of Swing Line Note
Exhibit B-1                Form of Parent Guarantee
Exhibit B-2                Form of Subsidiary Guarantee
Exhibit B-3                Form of Parent Pledge Agreement
Exhibit B-4A               Form of Borrower Pledge Agreement
Exhibit B-4B               Form of Charge Over Shares
Exhibit B-5                Form of Subsidiary Pledge Agreement
Exhibit C-1                Form of Legal Opinion of Simpson Thacher and Bartlett
Exhibit C-2                Form of Internal Counsel Opinion
Exhibit D                  Form of Borrowing Certificate
Exhibit E                  Form of Certificate of Non-U.S. Lender
Exhibit F                  Form of Assignment and Acceptance


SCHEDULES

Schedule I                 Lenders and Commitments
Schedule II                Pricing Grid
Schedule III               Transaction Documents
Schedule 4.4               Required Consents
Schedule 4.5               No Legal Bar
Schedule 4.6               Material Litigation
Schedule 4.9               Intellectual Property Claims
Schedule 4.10              Taxes
Schedule 4.14              Subsidiaries
Schedule 7.2(f)            Existing Indebtedness
Schedule 7.3(f)            Existing Liens
Schedule 7.4               Existing Guarantee Obligations
Schedule 7.9(c)            Officers
Schedule 7.9(g)            Existing Investments
Schedule 7.9(k)            Approved Investments




                                       v

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                  THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
April 24, 2000, among L-3 Communications Corporation, a Delaware corporation
(the "Borrower") which is wholly owned by L-3 Communications Holdings, Inc., a
Delaware corporation ("Holdings"), the several banks and other financial
institutions or entities from time to time parties hereto (the "Lenders"), Banc
of America Securities LLC (f/k/a BancAmerica Robertson Stephens) and Lehman
Commercial Paper Inc. ("LCPI"), as arrangers (each, in such capacity, an
"Arranger" and together, the "Arrangers"), Bank of America, N.A. (f/k/a Bank of
America National Trust & Savings Association) ("BOA"), as administrative agent
for the Agents (as defined below) and the Lenders (in such capacity, the
"Administrative Agent"), LCPI, as syndication agent and documentation agent (in
such capacity, the "Syndication Agent" and the "Documentation Agent"), and
certain financial institutions named as co-agents, AMENDS AND RESTATES IN FULL
the Amended and Restated Credit Agreement, dated as of August 13, 1998 (as
amended, supplemented and/or modified from time to time prior to the date
hereof, the "Original Credit Agreement"), among the Borrower, the lenders party
thereto from time to time (the "Original Lenders"), LCPI and Banc of America
Securities LLC (f/k/a BancAmerica Robertson Stephens), as arrangers (each, in
such capacity, an Original Arranger and together, the "Original Arrangers"), the
Syndication Agent, the Documentation Agent and the Administrative Agent; this
amendment and restatement of the Original Credit Agreement, as amended,
supplemented, restated or otherwise modified from time to time, is hereinafter
referred to as this "Agreement" or the "Credit Agreement".

                  WHEREAS, the Borrower has requested that the Original Credit
Agreement be amended and restated in full as set forth herein.

                  NOW, THEREFORE, the parties hereto hereby agree to amend and
restate the Original Credit Agreement as follows:

                             SECTION 1. DEFINITIONS

         1.1 Defined Terms. As used in this Agreement, the following terms shall
have the following meanings:

                  "Acquired Business": a company or business unit acquired by
         the Borrower or any of its Subsidiaries, provided that the Borrower has
         delivered to the Administrative Agent historical financial statements
         of such company or business unit prepared in accordance with GAAP.

                  "Adjustment Date": the fifth day following the receipt by the
         Administrative Agent of the financial statements for the most recently
         completed fiscal period furnished pursuant to subsection 6.1 and the
         compliance certificate with respect to such financial statements
         furnished pursuant to subsection 6.2(c).

                  "Administrative Agent": BOA, or following the resignation of
         BOA as Administrative Agent, any other Lender which may be appointed as
         Administrative Agent pursuant to subsection 9.9.


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                  "Affected Class":  as defined in subsection 10.1.

                  "Affected Lender":  as defined in subsection 10.7.

                  "Affiliate": as to any Person, any other Person which,
         directly or indirectly, is in control of, is controlled by, or is under
         common control with, such Person. For purposes of this definition,
         "control" of a Person means the power, directly or indirectly, either
         to (a) vote 10% or more of the securities having ordinary voting power
         for the election of directors of such Person or (b) direct or cause the
         direction of the management and policies of such Person, whether by
         contract or otherwise.

                  "Agents": the collective reference to the Syndication Agent,
         the Documentation Agent and the Administrative Agent.

                  "Aggregate Outstanding Extensions of Credit": as to any Lender
         with respect to any Type of Loan at any time, an amount equal to the
         sum of (a) the aggregate principal amount of all Loans of such Type
         made by such Lender then outstanding and (b) such Lender's Commitment
         Percentage of the L/C Obligations then outstanding.

                  "Agreement": this Credit Agreement, as amended, restated,
         supplemented or otherwise modified from time to time.

                  "Agreement Currency":  as defined in subsection 10.16(b).

                  "Alternative Currency": any currency which as of the time of
         any issuance or renewal, as applicable, of a Foreign L/C is freely
         tradeable and convertible into Dollars and has been approved as an
         "Alternative Currency" for the purposes of this Agreement by the
         Issuing Lender.

                  "Applicable Creditor":  as defined in subsection 10.16(b).

                  "Applicable Holdback":  as defined in subsection 2.6(b)(ii).

                  "Applicable Issuing Lender": an Issuing Lender as to which any
         proposed Assignee under subsection 10.6 shall become an L/C Participant
         upon giving effect to the relevant Assignment and Acceptance.

                  "Applicable Margin": at any time, the percentages set forth on
         Schedule II under the relevant column heading opposite the level of the
         Debt Ratio most recently determined; provided that (a) except as
         expressly set forth in Schedule II, the Applicable Margins determined
         for any Adjustment Date shall remain in effect until a subsequent
         Adjustment Date for which the Debt Ratio falls within a different level
         and (b) if the financial statements and related compliance certificate
         for any fiscal period are not delivered by the date due pursuant to
         subsections 6.1 and 6.2, the Applicable Margins shall be (i) for the
         first 35 days subsequent to such due date, the Applicable Margin in
         effect prior to such due date and (ii) thereafter, those set forth
         opposite a Debt Ratio



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         captioned "greater than or equal to 4.75," in either case, until the
         date of delivery of such financial statements and compliance
         certificate.

                  "Application": an application, in such form as the Issuing
         Lender may specify from time to time, requesting the Issuing Lender to
         issue a Letter of Credit.

                  "Asset Contribution": as defined in the recitals to the
         Initial 1997 Credit Agreement.

                  "Asset Sale": any sale, sale-leaseback, or other disposition
         by any Person or any Subsidiary thereof of any of its property or
         assets, including the stock of any Subsidiary of such Person, except
         sales and dispositions permitted by subsection 7.6 other than
         subsection 7.6(b) or (e).

                  "Assignee":  as defined in subsection 10.6(c).

                  "Attributable Debt": in respect of a sale and leaseback
         transaction means, at the time of determination, the present value
         (discounted at the rate of interest implicit in such transaction,
         determined in accordance with GAAP) of the obligation of the lessee for
         net rental payments during the remaining term of the lease included in
         such sale and leaseback transaction (including any period for which
         such lease has been extended or may, at the option of the lessor, be
         extended).

                  "Available Commitment": as to any Lender and any Type of Loan,
         at any time, an amount equal to the excess, if any, of (a) such
         Lender's Commitment with respect to such Type of Loan over (b) such
         Lender's Aggregate Outstanding Extensions of Credit with respect to
         such Type of Loan.

                  "Base Rate": for any day, the higher of: (a) 0.50% per annum
         above the latest Federal Funds Rate; and (b) the rate of interest in
         effect for such day as publicly announced from time to time by BOA in
         San Francisco, California, as its "reference rate." (The "reference
         rate" is a rate set by BOA based upon various factors including BOA's
         costs and desired return, general economic conditions and other
         factors, and is used as a reference point for pricing some loans, which
         may be priced at, above, or below such announced rate.)

                  "Base Rate Loans": Loans the rate of interest applicable to
         which is based upon the Base Rate.

                  "BOA":  as defined in the recitals to this Agreement.

                  "Borrower Pledge Agreement": the Second Amended and Restated
         Borrower Pledge Agreement substantially in the form of Exhibit B-4A, to
         be executed and delivered by the Borrower, as the same may be amended,
         supplemented or otherwise modified.



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                  "Borrowing Date": any Business Day specified in a notice
         pursuant to subsection 2.2 as a date on which the Borrower requests the
         Lenders to make Loans hereunder.

                  "Business":  as defined in subsection 4.16.

                  "Business Day": a day other than a Saturday, Sunday or other
         day on which commercial banks in New York City or San Francisco,
         California are authorized or required by law to close and, if the
         applicable Business Day relates to Eurodollar Loans or Foreign L/Cs,
         any day on which dealings are carried on in the applicable London
         interbank market.

                  "Calculation Date": with respect to each Foreign L/C, during
         the period that such Foreign L/C is outstanding (or the Reimbursement
         Obligation in connection therewith has not been fully satisfied) (i)
         the last Business Day of a fiscal month, (ii) the date on which such
         Letter of Credit is to be issued or renewed by the Issuing Lender,
         (iii) the date on which any draft presented under such Letter of Credit
         is paid by the Issuing Lender, (iv) such other dates as the Borrower
         may reasonably request from time to time, and (v) such other dates as
         the Issuing Lender or the Administrative Agent may select from time to
         time, provided that the Borrower receives prompt notice thereof.

                  "Capital Expenditures" for any fiscal period, the aggregate of
         all expenditures that, in conformity with GAAP (but excluding
         capitalized interest), are or are required to be included as additions
         during such period to property, plant or equipment reflected on the
         consolidated balance sheet of the Borrower and its Subsidiaries,
         excluding the expenditures relating to the Transaction.

                  "Capital Lease Obligations": of any Person as of the date of
         determination, the aggregate liability of such Person under Financing
         Leases reflected on a balance sheet of such Person under GAAP.

                  "Capital Partners": Lehman Brothers Capital Partners III, L.P.

                  "Capital Stock": any and all shares, interests, participations
         or other equivalents (however designated) of capital stock of a
         corporation, any and all equivalent ownership interests in a Person
         (other than a corporation) and any and all warrants or options to
         purchase any of the foregoing.

                  "Cash Equivalents": (a) securities with maturities of one year
         or less from the date of acquisition issued or fully guaranteed or
         insured by the United States Government or any agency thereof, (b)
         certificates of deposit and time deposits with maturities of one year
         or less from the date of acquisition and overnight bank deposits of any
         Lender or of any commercial bank having capital and surplus in excess
         of $500,000,000, (c) repurchase obligations of any Lender or of any
         commercial bank satisfying the requirements of clause (b) of this
         definition, having a term of not more than 90 days with respect to
         securities issued or fully guaranteed or insured by the United States
         Government, (d) commercial paper of a domestic issuer rated at least
         A-2 by Standard



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         and Poor's Ratings Group ("S&P") or P-2 by Moody's Investors Service,
         Inc. ("Moody's"), or carrying an equivalent rating by a nationally
         recognized rating agency if both of S&P and Moody's cease publishing
         ratings of investments, (e) securities with maturities of one year or
         less from the date of acquisition issued or fully guaranteed by any
         state, commonwealth or territory of the United States, by any political
         subdivision or taxing authority of any such state, commonwealth or
         territory or by any foreign government, the securities of which state,
         commonwealth, territory, political subdivision, taxing authority or
         foreign government (as the case may be) are rated at least A by S&P or
         A by Moody's, (f) securities with maturities of one year or less from
         the date of acquisition backed by standby letters of credit issued by
         any Lender or any commercial bank satisfying the requirements of clause
         (b) of this definition or (g) shares of money market mutual or similar
         funds which invest exclusively in assets satisfying the requirements of
         clauses (a) through (f) of this definition.

                  "Change of Control": the occurrence of any of the following
         events:

                       (i) the Principals and their Related Parties, as a whole,
         shall at any time cease to own, directly or indirectly, 51% of the
         Voting Stock of Holdings (measured by voting power rather than number
         of shares), determined on a fully diluted basis, and any "person" (as
         such term is defined in Section 13(d)(3) of the Exchange Act) other
         than the Principals and their Related Parties shall become the
         "beneficial owner" (as such term is defined in Rule 13d-3 and Rule
         13d-5 under the Exchange Act), directly or indirectly, of more than 25%
         of the Voting Stock of Holdings (measured by voting power rather than
         number of shares);

                       (ii) a majority of the members of the Board of Directors
         of Holdings fail to be (a) members of the Board of Directors incumbent
         as of the Closing Date, or (b) members nominated by the members of the
         Board of Directors incumbent on the Closing Date, or (c) members
         appointed by members of the Board nominated under clause (a) or (b);

                       (iii) Holdings shall, at any time, cease to own 100% of
         the Capital Stock of the Borrower; or

                       (iv) a "Change of Control" shall have occurred under the
         Indenture, the New Subordinated Debt Indenture or the December 1998
         Subordinated Debt Indenture.

                  "Charge Over Shares": the Amended and Restated Charge Over
         Shares substantially in the form of Exhibit B-4B, to be executed and
         delivered by the Borrower, as the same may be amended, supplemented or
         otherwise modified.

                  "Class": (i) Lenders having Loan Exposure (taken together as a
         single class)(ii) Facility B Lenders having Facility B Loan Exposure
         (taken together as a single class) and (iii) Facility C Lenders having
         Facility C Loan Exposure (taken together as a single class).



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<PAGE>

                  "Closing Date": the date on which the conditions precedent set
         forth in subsection 5.1 are satisfied.

                  "Co-Agents": collectively, Fleet National Bank, The Bank of
         New York, The Bank of Nova Scotia, Credit Lyonnais, Bank One, N.A.,
         First Union Commercial Corporation, HSBC Bank, and Societe Generale.

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

                  "Collateral": all assets of the Credit Parties, now owned or
         hereinafter acquired, upon which a Lien is purported to be created by
         any Pledge Agreement.

                  "Commitment": as to any Lender, such Lender's Revolving Credit
         Commitment.

                  "Commitment Fee Rate": at any time, the applicable rates per
         annum on Schedule II under the relevant column heading for the
         Revolving Credit Facility set forth opposite the level of the Debt
         Ratio most recently determined; provided that (a) except as expressly
         set forth in Schedule II, the Commitment Fee Rate determined for any
         Adjustment Date shall remain in effect until a subsequent Adjustment
         Date for which the Debt Ratio falls within a different level and (b) if
         the financial statements and related compliance certificate for any
         fiscal period are not delivered by the date due pursuant to subsections
         6.1 and 6.2, the Commitment Fee Rate shall be (i) for the first 35 days
         subsequent to such due date, the Commitment Fee Rate in effect prior to
         such due date and (ii) thereafter, that set forth opposite a Debt Ratio
         captioned "greater than or equal to 4.75," in either case, until the
         date of delivery of such financial statements and compliance
         certificate.

                  "Commitment Percentage": as to the Commitment of any Lender
         with respect to any Type of Loan at any time, the percentage which the
         Commitment of such Lender with respect to such Type of Loan then
         constitutes of the aggregate Commitments with respect to such Type of
         Loan (or, at any time after such Commitments shall have expired or
         terminated, the percentage which the aggregate amount of the Aggregate
         Outstanding Extensions of Credit of such Lender with respect to such
         Type of Loan constitutes of the aggregate amount of the Aggregate
         Outstanding Extensions of Credit of all Lenders with respect to such
         Type of Loan).

                  "Commonly Controlled Entity": an entity, whether or not
         incorporated, which is under common control with the Borrower within
         the meaning of Section 4001 of ERISA or is part of a group which
         includes the Borrower and which is treated as a single employer under
         Section 414 (b) or (c) of the Code.

                  "Consolidated EBITDA": as of the last day of any fiscal
         quarter, Consolidated Net Income of the Borrower, its Subsidiaries and,
         without duplication, the Acquired Businesses (excluding, without
         duplication, (x) extraordinary gains and losses in accordance with
         GAAP, (y) gains and losses in connection with asset dispositions
         whether or not constituting extraordinary gains and losses and (z)
         gains or losses on



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<PAGE>

         discontinued operations) for the four fiscal quarters ended on such
         date, plus (i) Consolidated Interest Expense of the Borrower, its
         Subsidiaries and, without duplication, the Acquired Businesses for such
         period, plus (ii) to the extent deducted in computing such Consolidated
         Net Income of the Borrower, its Subsidiaries and, without duplication,
         the Acquired Businesses, the sum of income taxes, depreciation and
         amortization for such period.

                  "Consolidated Cash Interest Expense": as of the last day of
         any fiscal quarter, the amount of interest expense, paid in cash, of
         the Borrower and its Subsidiaries for the four fiscal quarters ended on
         such date, determined on a consolidated basis in accordance with GAAP
         for such period.

                  "Consolidated Interest Expense": for any Person, as of the
         last day of any fiscal quarter, the amount of interest expense of such
         Person for the four fiscal quarters ended on such date, determined on a
         consolidated basis in accordance with GAAP for such period.

                  "Consolidated Net Income": for any Person and for any fiscal
         period, net income of such Person, determined on a consolidated basis
         in accordance with GAAP.

                  "Consolidated Total Assets": at any date, all assets of the
         Borrower and its Subsidiaries as determined according to the
         consolidated balance sheet contained in the SEC filing most recently
         delivered pursuant to subsection 6.1 or, if no such SEC filing has yet
         been delivered, the balance sheet referred to in subsection 4.1(a)(ii).

                  "Consolidated Total Debt": at any date, all Indebtedness of
         the Borrower and its Subsidiaries outstanding on such date for borrowed
         money or the deferred purchase price of property, including, without
         limitation, in respect of Financing Leases but excluding Indebtedness
         permitted pursuant to subsection 7.2(g).

                  "Consolidated Working Capital": at any date, the excess of (a)
         the sum of all amounts (other than cash and Cash Equivalents) that
         would, in accordance with GAAP, be set forth opposite the caption
         "total current assets" (or any like caption) on a consolidated balance
         sheet of the Borrower and its Subsidiaries at such date over (b) the
         sum of all amounts that would, in accordance with GAAP, be set forth
         opposite the caption "total current liabilities" (or any like caption)
         on a consolidated balance sheet of the Borrower and its Subsidiaries on
         such date (excluding, to the extent it would otherwise be included
         under current liabilities, any short-term Consolidated Total Debt and
         the current portion of any long-term Consolidated Total Debt).

                  "Constitutional Documents": as to any Person, the articles or
         certificate of incorporation and by-laws, partnership agreement or
         other organizational documents of such Person.



                                       7
<PAGE>

                  "Contractual Obligation": as to any Person, any provision of
         any security issued by such Person or of any agreement, instrument or
         other undertaking to which such Person is a party or by which it or any
         of its property is bound.

                  "Credit Documents": this Agreement, the Notes, the
         Applications, the Guarantees and the Pledge Agreements.

                  "Credit Parties": the Borrower, Holdings, and each Subsidiary
         of the Borrower which is a party to a Credit Document.

                  "Debt Ratio": as at the last day of any fiscal quarter, the
         ratio of (a) Consolidated Total Debt minus Designated Cash Balances on
         such date to (b) Consolidated EBITDA.

                  "December 1998 Subordinated Debt Documents": the December 1998
         Subordinated Notes, the December 1998 Subordinated Notes Indenture, the
         Underwriting Agreement related thereto among Borrower, its domestic
         Subsidiaries, Lehman Brothers Inc., and BancAmerica Robertson Stephens
         (n/k/a Banc of America Securities LLC) and any other documents or
         agreements executed in connection therewith.

                  "December 1998 Subordinated Debt Indenture": the Indenture
         between the Borrower and the Bank of New York, as trustee, pursuant to
         which the December 1998 Subordinated Notes were issued.

                  "December 1998 Subordinated Notes": the Borrower's Senior
         Subordinated Notes, due December 1, 2008 ("Initial December 1998
         Subordinated Notes") issued on or about the December 8, 1998 and any
         notes, having the same terms as the Initial December 1998 Subordinated
         Notes, issued in exchange for the Initial December 1998 Subordinated
         Notes as contemplated by the documents governing the issuance of the
         Initial December 1998 Subordinated Notes.

                  "Default": any of the events specified in Section 8, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, or any other condition, has been satisfied.

                  "Designated Cash Balances": at any time, the lesser of (a)
         actual unrestricted cash balances on hand of Borrower and its
         Subsidiaries which are not subject to any Liens in favor of any Person
         (other than those described in subsection 7.3(o) hereof) and (b)
         $50,000,000.

                  "Dollar Equivalent": at any time, (a) as to any amount
         denominated in Dollars, the amount thereof at such time, and (b) as to
         any amount denominated in an Alternative Currency, the equivalent
         amount in Dollars as determined on the basis of the Exchange Rate for
         the purchase of Dollars with such Alternative Currency as of the most
         recent Calculation Date.

                  "Dollars" and "$": dollars in lawful currency of the United
         States of America.



                                       8
<PAGE>

                  "Domestic L/C": a Letter of Credit denominated in Dollars.

                  "Dow Jones Page 3750": the display designated as page "3750"
         on the Dow Jones Market Service (formerly known as the Telerate
         Service) or such other page as may replace the "3750" page on that
         service or such other service or services as may be nominated by the
         British Bankers' Association for the purpose of displaying London
         interbank offered rates for Dollar deposits.

                  "Environmental Laws": any and all laws, rules, orders,
         regulations, statutes, ordinances, codes, decrees, or other legally
         enforceable requirement (including, without limitation, common law) of
         any foreign government, the United States, or any state, local,
         municipal or other governmental authority, regulating, relating to or
         imposing liability or standards of conduct concerning protection of the
         environment or of human health as affected by the environment as has
         been, is now, or may at any time hereafter be, in effect, including,
         but not limited to, the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, as amended, 42 U.S.C.
         (Sections) 9601 et seq.; the Toxic Substance Control Act, 15 U.S.C.
         (Sections) 9601 et seq.; the Hazardous Materials Transportation Act, 49
         U.S.C. (Sections) 1802 et seq.; the Resource Conservation and Recovery
         Act, 42 U.S.C. (Sections) 6901 et seq.; the Clean Water Act; 33 U.S.C.
         (Sections) 1251 et seq.; the Clean Air Act, 42 U.S.C. (Sections) 7401
         et seq.; or other similar federal and/or state environmental laws.

                  "Environmental Permits": any and all permits, licenses,
         registrations, notifications, exemptions and any other authorization
         required under any applicable Environmental Law.

                  "Equity Documents": the Stockholders Agreement, the
         Subscription Agreements and the Option Agreements.

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

                  "Eurocurrency Reserve Requirements": means for any day for any
         Interest Period the maximum reserve percentage (expressed as a decimal,
         rounded upward to the next 1/100th of 1%) in effect on such day
         (whether or not applicable to any Lender) under regulations issued from
         time to time by the FRB for determining the maximum reserve requirement
         (including any emergency, supplemental or other marginal reserve
         requirement) with respect to Eurocurrency funding (currently referred
         to as "Eurocurrency liabilities").

                  "Eurodollar Business Day": means any Business Day on which
         commercial banks are open in London for the transaction of
         international business, including dealings in Dollar deposits in the
         international interbank markets.

                  "Eurodollar Loans": Loans the rate of interest applicable to
         which is based upon the Eurodollar Rate.



                                       9
<PAGE>

                  "Eurodollar Rate": means, for any Interest Period, with
         respect to Eurodollar Loans comprising part of the same borrowing, the
         rate of interest per annum (rounded upward to the next 1/100th of 1%)
         determined by the Administrative Agent as follows:

                                              LIBOR
         Eurodollar Rate =     ------------------------------------
                               1.00 - Eurodollar Reserve Percentage

                  "Eurodollar Reserve Percentage": for any day for any Interest
         Period the maximum reserve percentage (expressed as a decimal, rounded
         upward to the next 1/100th of 1%) in effect on such day (whether or not
         applicable to any Lender) under regulations issued from time to time by
         the FRB for determining the maximum reserve requirement (including any
         emergency, supplemental or other marginal reserve requirement) with
         respect to Eurocurrency funding (currently referred to as "Eurocurrency
         liabilities").

                  "Event of Default": any of the events specified in Section 8,
         provided that any requirement for the giving of notice, the lapse of
         time, or both, or any other condition, has been satisfied.

                  "Excess Cash Flow": for any fiscal year of the Borrower, the
         excess of (a) the sum, without duplication, of (i) Consolidated Net
         Income for the Borrower and its Subsidiaries for such fiscal year, (ii)
         the net decrease, if any, in Consolidated Working Capital during such
         fiscal year, (iii) to the extent deducted in computing such
         Consolidated Net Income for the Borrower and its Subsidiaries, non-cash
         interest expense, depreciation and amortization for such fiscal year,
         (iv) extraordinary non-cash losses during such fiscal year subtracted
         in the determination of Consolidated Net Income for the Borrower and
         its Subsidiaries for such fiscal year, (v) change in deferred tax
         liability of the Borrower for such fiscal year, (vi) non-cash losses in
         connection with asset dispositions whether or not constituting
         extraordinary losses and (vii) non-cash ordinary losses less (b) the
         sum, without duplication, of (i) the aggregate amount of permitted cash
         Capital Expenditures made by the Borrower and its Subsidiaries during
         such fiscal year, (ii) the net increase, if any, in Consolidated
         Working Capital during such fiscal year, (iii) the aggregate amount of
         payments of principal in respect of any Indebtedness not prohibited
         hereunder during such fiscal year (other than prepayments of (x)
         Revolving Credit Loans not accompanied by reductions of the Commitments
         hereunder, (y) Facility B Loans not accompanied by reductions of
         Facility B Commitments and/or (z) Facility C Loans and accompanied by
         reductions of Facility C Commitments), (iv) deferred income tax credit
         of the Borrower for such fiscal year, (v) extraordinary non-cash gains
         during such fiscal year added in the determination of Consolidated Net
         Income for the Borrower and its Subsidiaries for such fiscal year, (vi)
         non-cash gains in connection with asset dispositions whether or not
         constituting extraordinary gains and (vii) non-cash ordinary gains.

                  "Exchange Act": the Securities Exchange Act of 1934, as
         amended.



                                       10
<PAGE>

                  "Exchange Rate": on any day, with respect to any Alternative
         Currency, the spot rate at which Dollars are offered on such day by the
         Issuing Lender in San Francisco, California (or such other location
         selected by the Issuing Lender) for such Alternative Currency.

                  "Facility B Administrative Agent": the "Administrative Agent"
         as defined in the Facility B Credit Agreement.

                  "Facility B Agents": the "Agents" as defined in the Facility B
         Credit Agreement.

                  "Facility B Commitments": the "Commitments" as defined in the
         Facility B Credit Agreement.

                  "Facility B Credit Agreement": that certain Amended and
         Restated 364 Day Credit Agreement of even date herewith among the
         Borrower, the Facility B Lenders, BOA as administrative agent, LCPI as
         syndication agent and documentation agent, LCPI and Banc of America
         Securities LLC (f/k/a BankAmerica Robertson Stephens) as arrangers and
         certain other financial institutions named therein as co-agents, as the
         same may be amended, supplemented, restated or otherwise modified from
         time to time.

                  "Facility B Credit Documents": the "Credit Documents" as
         defined in the Facility B Credit Agreement.

                  "Facility B Eurodollar Tranche": "Eurodollar Tranche" as
         defined in the Facility B Credit Agreement.

                  "Facility B L/C Obligations": the "L/C Obligations" as defined
         in the Facility B Credit Agreement.

                  "Facility B Lenders": the "Lenders" as defined in the Facility
         B Credit Agreement.

                  "Facility B Loan Exposure": the "Loan Exposure" as defined in
         the Facility B Credit Agreement.

                  "Facility B Loans": the "Loans" as defined in the Facility B
         Credit Agreement.

                  "Facility B Notes": the "Notes" as defined in the Facility B
         Credit Agreement.

                  "Facility B Reimbursement Obligations": the "Reimbursement
         Obligations" as defined in the Facility B Credit Agreement.

                  "Facility C Administrative Agent": the "Administrative Agent"
         as defined in the Facility C Credit Agreement.

                  "Facility C Agents": the "Agents" as defined in the Facility C
         Credit Agreement.

                  "Facility C Commitments": the "Commitments" as defined in the
         Facility C Credit Agreement.



                                       11
<PAGE>

                  "Facility C Credit Agreement": that certain New 364 Day Credit
         Agreement of even date herewith among the Borrower, the Facility C
         Lenders, BOA as administrative agent, LCPI as syndication agent and
         documentation agent, LCPI and Banc of America Securities, LLC as
         arrangers and certain financial institutions named as co-agents, as the
         same may be amended, supplemented, restated or otherwise modified from
         time to time.

                  "Facility C Credit Documents": the "Credit Documents" as
         defined in the Facility C Credit Agreement.

                  "Facility C Eurodollar Tranche": "Eurodollar Tranche" as
         defined in the Facility C Credit Agreement.

                  "Facility C Lenders": the "Lenders" as defined in the Facility
         C Credit Agreement.

                  "Facility C Loan Exposure": the "Loan Exposure" as defined in
         the Facility C Credit Agreement.

                  "Facility C Loans": the "Loans" as defined in the Facility C
         Credit Agreement.

                  "Facility C Notes": the "Notes" as defined in the Facility C
         Credit Agreement.

                  "Federal Funds Effective Rate": for any day, the rate set
         forth in the weekly statistical release designated as H.15(519), or any
         successor publication, published by the FRB (including any such
         successor, "H.15(519)") for such day opposite the caption "Federal
         Funds (Effective)". If on any relevant day the appropriate rate for
         such previous day is not yet published in H.15(519), the rate for such
         day will be the arithmetic mean of the rates for the last transaction
         in overnight Federal funds arranged prior to 9:00 a.m. (New York City
         time) on that day by each of three leading brokers of Federal funds
         transactions in New York City selected by the Administrative Agent.

                  "Financial L/C": a standby Letter of Credit not constituting a
         Performance L/C.

                  "Financing Lease": any lease of property, real or personal,
         the obligations of the lessee in respect of which are required in
         accordance with GAAP to be capitalized on a balance sheet of the
         lessee.

                  "Foreign L/C": a Letter of Credit denominated in an
         Alternative Currency.

                  "Foreign L/C Obligations": at any time, an amount equal to the
         sum of (i) the Dollar Equivalent of the aggregate then undrawn and
         unexpired face amount of all then outstanding Foreign L/Cs and (ii) the
         Dollar Equivalent of the aggregate amount of all drawings under Foreign
         L/Cs which have not then been reimbursed pursuant to subsection 3.5.

                  "Foreign Subsidiary": any Subsidiary which is organized under
         the laws of any jurisdiction outside the United States or under the
         laws of the U.S. Virgin Islands.



                                       12
<PAGE>

                  "FRB": means the Board of Governors of the Federal Reserve
         System, and any governmental authority succeeding to any of its
         principal functions.

                  "GAAP": generally accepted accounting principles in the United
         States of America in effect on the Closing Date.

                  "Governmental Authority": any nation or government, any state
         or other political subdivision thereof and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
         person"), any obligation of (a) the guaranteeing person or (b) another
         Person (including, without limitation, any bank under any letter of
         credit) to induce the creation of which the guaranteeing person has
         issued a reimbursement or similar obligation, in either case
         guaranteeing or in effect guaranteeing any Indebtedness, leases,
         dividends or other obligations (the "primary obligations") of any other
         third Person (the "primary obligor") in any manner, whether directly or
         indirectly, including, without limitation, reimbursement obligations
         under letters of credit and any obligation of the guaranteeing person,
         whether or not contingent, (i) to purchase any such primary obligation
         or any property constituting direct or indirect security therefor, (ii)
         to advance or supply funds (1) for the purchase or payment of any such
         primary obligation or (2) to maintain working capital or equity capital
         of the primary obligor or otherwise to maintain the net worth or
         solvency of the primary obligor, (iii) to purchase property, securities
         or services primarily for the purpose of assuring the owner of any such
         primary obligation of the ability of the primary obligor to make
         payment of such primary obligation or (iv) otherwise to assure or hold
         harmless the owner of any such primary obligation against loss in
         respect thereof; provided, however, that the term Guarantee Obligation
         shall not include endorsements of instruments for deposit or collection
         in the ordinary course of business. The amount of any Guarantee
         Obligation of any guaranteeing person shall be deemed to be the lower
         of (a) an amount equal to the stated or determinable amount of the
         primary obligation in respect of which such Guarantee Obligation is
         made and (b) the maximum amount for which such guaranteeing person may
         be liable pursuant to the terms of the instrument embodying such
         Guarantee Obligation, unless such primary obligation and the maximum
         amount for which such guaranteeing person may be liable are not stated
         or determinable, in which case the amount of such Guarantee Obligation
         shall be such guaranteeing person's maximum reasonably anticipated
         liability in respect thereof as determined by the Borrower in good
         faith.

                  "Guarantees": the Parent Guarantee and the Subsidiary
         Guarantees.

                  "Immaterial Subsidiary": any Subsidiary of the Borrower having
         assets not exceeding five percent (5%) of the Consolidated Total
         Assets.

                  "Indebtedness": of any Person at any date, (a) all
         indebtedness of such Person for borrowed money or for the deferred
         purchase price of property or services (other than current trade
         liabilities incurred in the ordinary course of business and payable in



                                       13
<PAGE>

         accordance with customary practices and accrued expenses incurred in
         the ordinary course of business), (b) any other indebtedness of such
         Person which is evidenced by a note, bond, debenture or similar
         instrument, (c) all obligations of such Person under Financing Leases,
         (d) all obligations of such Person in respect of acceptances issued or
         created for the account of such Person and all reimbursement and other
         obligations with respect to any letters of credit and surety bonds,
         whether or not matured or drawn, (e) all liabilities secured by any
         Lien on any property owned by such Person even though such Person has
         not assumed or otherwise become liable for the payment thereof and (f)
         all Attributable Debt of such Person with respect to sale and leaseback
         transactions of such Person.

                  "Indenture": the Indenture between the Borrower and The Bank
         of New York, as trustee, pursuant to which the Subordinated Notes are
         issued.

                  "Initial 1997 Credit Agreement": the Credit Agreement, dated
         as of April 30, 1997 among the Borrower, the lenders party thereto from
         time to time, Lehman Brothers Inc. as arranger, LCPI as syndication
         agent and documentation agent and BOA as administrative agent.

                  "Insolvency": with respect to any Multiemployer Plan, the
         condition that such Plan is insolvent within the meaning of Section
         4245 of ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Interest Payment Date": (a) as to any Base Rate Loan, the
         last Business Day of each March, June, September and December, (b) as
         to any Eurodollar Loan having an Interest Period of three months or
         less, the last Business Day of such Interest Period, and (c) as to any
         Eurodollar Loan having an interest period longer than three months, (i)
         each Business Day which is three months or a whole multiple thereof
         after the first day of such Interest Period and (ii) the last Business
         Day of such Interest Period.

                  "Interest Period":  with respect to any Eurodollar Loan:

                           (a) initially, the period commencing on the borrowing
                  or conversion date, as the case may be, with respect to such
                  Eurodollar Loan and ending one, two, three, six or, if made
                  available by the Administrative Agent and the Lenders, nine or
                  twelve months thereafter, as selected by the Borrower in its
                  notice of borrowing or notice of conversion, as the case may
                  be, given with respect thereto; and

                           (b) thereafter, each period commencing on the last
                  day of the preceding Interest Period applicable to such
                  Eurodollar Loan and ending one, two, three or six or, if made
                  available by the Administrative Agent and Lenders, nine or
                  twelve months thereafter, as selected by the Borrower by
                  irrevocable notice to the Administrative Agent not less than
                  three Business Days prior to the last day of the then current
                  Interest Period with respect thereto.



                                       14
<PAGE>

provided that, all of the foregoing provisions relating to Interest Periods are
subject to the following:

                  (v) if any Interest Period pertaining to a Eurodollar Loan
         would otherwise end on a day that 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;

                  (vi) any Interest Period for any Loan that would otherwise
         extend beyond the applicable Termination Date shall end on the
         applicable Termination Date; and

                  (vii) any Interest Period pertaining to a Eurodollar Loan 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
         in which such Interest Period would otherwise be scheduled to end)
         shall end on the last Business Day of the appropriate calendar month.

                  "Interest Rate Agreement": any interest rate swap agreement,
         interest rate cap agreement, interest rate collar agreement or other
         similar agreement or arrangement.

                  "Interest Rate Agreement Obligations": the obligations of the
         Borrower or any of its Subsidiaries to make payments to counterparties
         under Interest Rate Agreements in the event of the occurrence of a
         termination event thereunder.

                  "Issuing Lender": BOA, in its capacity as issuer of any Letter
         of Credit or, at the election of BOA, such other Lender or Lenders that
         agrees to act as Issuing Lender at the request of the Borrower, or upon
         resignation by BOA as an Issuing Lender at any time upon notice to the
         other parties to this Agreement, such other Lender or Lenders that
         agree to act as Issuing Lender at the request of the Borrower and to
         whom the Required Lenders consent in writing.

                  "Judgment Currency": as defined in subsection 10.16 (b).

                  "LCPI": as defined in the recitals to this Agreement.

                  "L/C Fee Payment Date": the last Business Day of each March,
         June, September and December.

                  "L/C Obligations": at any time, an amount equal to the sum of
         (a) the Dollar Equivalent of the aggregate then undrawn and unexpired
         amount of the then outstanding Letters of Credit and (b) the Dollar
         Equivalent of the aggregate amount of drawings under Letters of Credit
         which have not then been reimbursed pursuant to subsection 3.5.

                  "L/C Participants": a collective reference to all the
         Revolving Credit Lenders other than the Applicable Issuing Lender.



                                       15
<PAGE>

                  "Lender" and "Lenders": the persons identified as Lenders and
         listed on the signature pages of this Agreement (including the Issuing
         Lender and the Swing Line Lender), together with their successors and
         permitted assigns pursuant to subsection 10.6.

                  "Letters of Credit":  as defined in subsection 3.1(a).

                  "LIBOR": as to any Interest Period, the rate per annum
         determined on the basis of the rate for deposits in Dollars for a
         period equal to such Interest Period commencing on the first day of
         such Interest Period quoted on the second Eurodollar Business Day prior
         to the first day of such Interest Period, as such rate appears on the
         Dow Jones Page 3750 as of 11:00 A.M. (London time) on such date, as
         determined by the Administrative Agent and notified to the Lenders and
         the Borrower on such second prior Eurodollar Business Day. If LIBOR
         cannot be determined based on the Dow Jones Page 3750, LIBOR means the
         rate per annum, as supplied to the Administrative Agent, quoted by
         BOA's London Branch to prime banks in the London interbank market for
         deposits in Dollars at approximately 11:00 A.M. (London time) two
         Eurodollar Business Days prior to the first day of such Interest Period
         in an amount approximately equal to the principal amount of the Loans
         to which such Interest Period is to apply and for a period of time
         comparable to such Interest Period.

                  "Lien": any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest or any preference, priority or other security
         agreement or preferential arrangement of any kind or nature whatsoever
         (including, without limitation, any conditional sale or other title
         retention agreement and any Financing Lease having substantially the
         same economic effect as any of the foregoing).

                  "Loan": any loan made by any Lender pursuant to this
         Agreement.

                  "Loan Account":  as defined in subsection 2.5(d).

                  "Loan Exposure": with respect to any Lender as of any date of
         determination, (i) if there are no outstanding Letters of Credit or
         Revolving Credit Loans, that Lender's Revolving Credit Commitment, and
         (ii) otherwise, the sum of (a) the aggregate outstanding principal
         amount of the Revolving Credit Loans of that Lender plus (b) in the
         event that Lender is an Issuing Lender, the Dollar Equivalent of the
         aggregate stated or face amount in respect of all Letters of Credit
         issued by that Lender and outstanding (in each case net of any
         participations purchased by other Lenders in such Letters of Credit or
         any unreimbursed drawings thereunder) plus (c) in the event that such
         Lender is the Swing Line Lender, the aggregate principal amount of
         Swing Line Loans made by such Lender then outstanding (net of any
         participations purchased by other Lenders in such Swing Line Loans)
         plus (d) the Dollar Equivalent of the aggregate amount of all
         participations purchased by that Lender in any outstanding Swing Line
         Loans or Letters of Credit or any unreimbursed drawings under any
         Letters of Credit.



                                       16
<PAGE>

                  "Material Adverse Effect": a material adverse effect on (a)
         the business, assets, operations, property or condition (financial or
         otherwise) of Holdings and its Subsidiaries taken as a whole or (b) the
         validity or enforceability of this or any of the other Credit Documents
         or the rights or remedies of the Agents or the Lenders hereunder or
         thereunder.

                  "Materials of Environmental Concern": any hazardous or toxic
         substances, materials or wastes, defined or regulated as such in or
         under, or that could give rise to liability under, any applicable
         Environmental Law, including, without limitation, asbestos,
         polychlorinated biphenyls, urea-formaldehyde insulation, gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products.

                  "Multiemployer Plan": a Plan which is a multiemployer plan as
         defined in Section 4001(a)(3) of ERISA.

                  "Net Proceeds": the aggregate cash proceeds (including Cash
         Equivalents) received by Holdings or any of its Subsidiaries in respect
         of:

                           (a) any issuance by Holdings or any of its
                  Subsidiaries of Indebtedness after the Closing Date;

                           (b) any Asset Sale; and

                           (c) any cash payments received in respect of
                  promissory notes or other evidences of indebtedness delivered
                  to Holdings or such Subsidiary in respect of an Asset Sale;

                  in each case net of (without duplication) (i), (A) in the case
                  of an Asset Sale, the amount required to repay any
                  Indebtedness (other than the Loans) secured by a Lien on any
                  assets of Holdings or a Subsidiary of Holdings that are sold
                  or otherwise disposed of in connection with such Asset Sale
                  and (B) reasonable and appropriate amounts established by
                  Holdings or such Subsidiary, as the case may be, as a reserve
                  against liabilities associated with such Asset Sale and
                  retained by Holdings or such Subsidiary, (ii) the reasonable
                  expenses (including legal fees and brokers' and underwriters'
                  commissions, lenders fees, credit enhancement fees,
                  accountants' fees, investment banking fees, survey costs,
                  title insurance premiums and other customary fees, in any
                  case, paid to third parties or, to the extent permitted
                  hereby, Affiliates) incurred in effecting such issuance or
                  sale and (iii) any taxes reasonably attributable to such sale
                  and reasonably estimated by Holdings or such Subsidiary to be
                  actually payable.

                  "New Investment Sublimit" shall mean, as of any date of
         determination thereof, an amount equal to (a) $650,000,000 plus (b) (i)
         Net Proceeds derived from Asset Sales during the immediately preceding
         twelve (12) month period and (ii) Net Proceeds from any Asset Sale that
         were reinvested within the twelve (12) month period following such
         Asset Sale for the purposes permitted in subsection 7.9(k) to the
         extent not included in



                                       17
<PAGE>

         subclause (i) of this clause (b) plus (c) net cash proceeds derived
         from the issuance of any equity securities of Holdings which are
         contributed to the Borrower as additional equity capital minus the
         amount of any Capital Expenditures funded in any fiscal year of the
         Borrower and its Subsidiaries which exceeds the amounts permitted
         during such fiscal year pursuant to subsection 7.8 hereof (without
         giving effect to the second proviso thereto referring to subsection
         7.9(k)).

                  "New Subordinated Debt Documents": the New Subordinated Notes,
         the New Subordinated Notes Indenture, the Underwriting Agreement dated
         as of May 18, 1998 among Borrower, its domestic Subsidiaries, Lehman
         Brothers Inc., and BancAmerica Robertson Stephens (n/k/a Banc of
         America Securities LLC) and any other documents or agreements executed
         in connection therewith.

                  "New Subordinated Debt Indenture": the Indenture between the
         Borrower and the Bank of New York, as trustee, pursuant to which the
         New Subordinated Notes were issued.

                  "New Subordinated Notes": the Borrower's 8 1/2% Senior
         Subordinated Notes, due 2008 ("Initial New Subordinated Notes") issued
         on or about May 22, 1998 and any notes, having the same terms as the
         Initial New Subordinated Notes, issued in exchange for the Initial New
         Subordinated Notes as contemplated by the documents governing the
         issuance of the Initial New Subordinated Notes.

                  "Non-Excluded Taxes": as defined in subsection 2.15.

                  "Non-U.S. Lender": as defined in subsection 2.15(b).

                  "Nonconsenting Lenders": as defined in subsection 2.17.

                  "Notes": The Revolving Credit Notes and the Swing Line Note
         (or any of them).

                  "Obligations": as defined in the Guarantees and the Pledge
         Agreements.

                  "Option Agreements": the Option Agreements between Holdings
         and each of Frank C. Lanza and Robert V. LaPenta, each dated as of the
         April 30, 1997.

                  "Original Agents": the "Agents" under and as defined in the
         Original Credit Agreement.

                  "Original Closing Date": August 13, 1998.

                  "Original Credit Agreement": as defined in the preamble to
         this Agreement.

                  "Original Lenders": as defined in the preamble to this
         Agreement.

                  "Parent Distributions": as defined in the Parent Guarantee.



                                       18
<PAGE>

                  "Parent Guarantee": the Second Amended and Restated Parent
         Guarantee substantially in the form of Exhibit B-1, to be executed and
         delivered by Holdings, as the same may be amended, supplemented or
         otherwise modified.

                  "Parent Pledge Agreement": the Second Amended and Restated
         Parent Pledge Agreement substantially in the form of Exhibit B-3, to be
         executed and delivered by Holdings, as the same may be amended,
         supplemented or otherwise modified.

                  "Participant": as defined in subsection 10.6(b).

                  "PBGC": the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA, or any successor thereto.

                  "Performance L/C": a standby Letter of Credit issued to ensure
         the performance of services and/or delivery of goods by or on behalf of
         the Borrower.

                  "Permitted Liens": Liens permitted to exist under subsection
         7.3.

                  "Permitted Stock Payments": (A) dividends by the Borrower to
         Holdings in amounts equal to the amounts required for Holdings to (i)
         pay franchise taxes and other fees required to maintain its legal
         existence and (ii) provide for other operating costs of up to
         $1,000,000 per fiscal year, (B) dividends by the Borrower to Holdings
         in amounts equal to amounts required for Holdings to pay federal, state
         and local income taxes to the extent such income taxes are actually due
         and owing; provided that the aggregate amount paid under this clause
         (B) does not exceed the amount that the Borrower would be required to
         pay in respect of the income of the Borrower and its Subsidiaries if
         the Borrower were a stand alone entity that was not owned by Holdings,
         and (C) from and after May 1, 1999, dividends by the Borrower to
         Holdings payable solely out of Excess Cash Flow, provided that, with
         respect to this clause (C), (i) as of the last day of the most recently
         completed fiscal quarter the Debt Ratio is less than or equal to 3.5 to
         1, and (ii) the aggregate amount of dividends paid by the Borrower to
         Holdings under this clause (C) since the Original Closing Date does not
         exceed $5,000,000.

                  "Person": an individual, partnership, corporation, business
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature.

                  "Plan": at a particular time, any employee benefit plan
         covered by ERISA and in respect of which the Borrower or any Commonly
         Controlled Entity maintains, administers, contributes to or is required
         to contribute to, or under which the Borrower or any Commonly
         Controlled Entity may incur any liability.

                  "Pledge Agreements": the collective reference to the Parent
         Pledge Agreement, the Borrower Pledge Agreement, the Charge Over
         Shares, the Subsidiary Pledge Agreement, and any other security
         documents hereafter delivered to the Administrative Agent granting a
         Lien on any asset or assets of any Person to secure the obligations and



                                       19
<PAGE>

         liabilities of the Borrower hereunder and under any of the other Credit
         Documents or to secure any guarantee of any such obligations and
         liabilities.

                  "Principals": each of Lehman Brothers Holdings, Inc., Capital
         Partners, the Seller, Frank C. Lanza and Robert V. LaPenta.

                  "Properties": as defined in subsection 4.16.

                  "Purchase Agreement": the Purchase Agreement, dated as of
         April 25, 1997, among the Borrower and each of Lehman Brothers, Inc.
         and BancAmerica Securities, Inc.

                  "Refunded Swing Line Loan": as defined in subsection
         2.1(b)(iii).

                  "Register": as defined in subsection 10.6(d).

                  "Registration Rights Agreement": the Registration Rights
         Agreement, dated as of April 30, 1997, among the Borrower and each of
         Lehman Brothers, Inc. and BancAmerica Securities, Inc.

                  "Regulation U": Regulation U of the Board of Governors of the
         Federal Reserve System as in effect from time to time.

                  "Reimbursement Amount": as defined in subsection 3.5(a).

                  "Reimbursement Obligation": the obligation of the Borrower to
         reimburse the Issuing Lender pursuant to subsection 3.5 for amounts
         drawn under Letters of Credit.

                  "Related Party": with respect to the Principals, (a) any
         controlling stockholder, 51% (or more) owned Subsidiary, or spouse or
         immediate family member (in the case of an individual) of such
         Principal or (b) a trust, corporation, partnership or other entity, the
         beneficiaries, stockholders, partners, owners or Persons beneficially
         holding an 51% or more controlling interest of which consist of the
         Principals and/or such other Persons referred to in the immediately
         preceding clause (a).

                  "Reorganization": with respect to any Multiemployer Plan, the
         condition that such plan is in reorganization within the meaning of
         Section 4241 of ERISA.

                  "Reportable Event": any of the events set forth in Section
         4043(c) of ERISA, other than those events as to which the thirty-day
         notice period is waived under the regulations of the PBGC.

                  "Required Lenders": at any time, Lenders the Loan Exposure for
         all Types of Loans of which aggregate more than 50%.

                  "Requirement of Law": as to any Person, the Constitutional
         Documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court



                                       20
<PAGE>

         or other Governmental Authority, in each case applicable to or binding
         upon such Person or any of its property or to which such Person or any
         of its property is subject.

                  "Requisite Class Lenders": at any time, (a) for the Class of
         Lenders having Loan Exposure, Lenders having or holding 66 2/3% of the
         aggregate Loan Exposure of all Lenders (b) for the Class of Facility B
         Lenders having Facility B Loan Exposure, Facility B Lenders having or
         holding 66 2/3% of the aggregate Facility B Loan Exposure of all
         Facility B Lenders and (c) for the Class of Facility C Lenders having
         Facility C Loan Exposure, Facility C Lenders having or holding 66 2/3%
         of the aggregate Facility C Loan Exposure of all Facility C Lenders.

                  "Responsible Officer": the chief executive officer, the
         president or vice president of the Borrower or, with respect to
         financial matters, the chief financial officer, vice president-finance
         or treasurer of the Borrower.

                  "Restricted Government Contracts": as defined in the Pledge
         Agreements.

                  "Revolving Credit Commitment": the commitment of a Lender,
         initially as set forth on Schedule I hereto, to make Revolving Credit
         Loans to the Borrower pursuant to subsection 2.1(a) and to issue and/or
         purchase participations in Letters of Credit pursuant to Section 3; and
         "Revolving Credit Commitments" means such commitments of all Lenders in
         the aggregate, which shall be $200,000,000.

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

                  "Revolving Credit Lender": any Lender or Lenders having a
         Revolving Credit Commitment or a Revolving Credit Loan outstanding.

                  "Revolving Credit Loans": the Loans made by Revolving Credit
         Lenders to the Borrower pursuant to Subsection 2.1(a).

                  "Revolving Credit Notes": (i) the promissory notes of the
         Borrower, if any, issued pursuant to subsection 2.5(f) of the Original
         Credit Agreement prior to the Closing Date and/or pursuant to
         subsection 2.5(i) of this Agreement on or after the Closing Date, in
         each case, to evidence the Revolving Credit Loans of any Lender and
         (ii) any promissory notes issued by the Borrower pursuant to subsection
         10.6(d) in connection with assignments of the Revolving Credit
         Commitments and Revolving Credit Loans of any Lenders, in each case
         substantially in the form of Exhibit A-1 annexed hereto, as they may be
         amended, supplemented or otherwise modified from time to time.

                  "Revolving 364 Day Commitment": as defined in the Facility B
         Credit Agreement.

                  "SPD Technologies": SPD Technologies Inc., a Delaware
         corporation.



                                       21
<PAGE>

                  "SPD Technologies Acquisition Agreement": the Agreement and
         Plan of Merger, dated as of July 2, 1998, among L-3 Communications
         Corporation, SPD Merger Co., SPD Technologies, Inc. and Midmark Capital
         L.P.

                  "SEC": the Securities and Exchange Commission.

                  "Securities Act": Securities Act of 1933, as amended.

                  "Seller": Lockheed Martin Corporation, a Maryland corporation.

                  "Similar Business": a business, at least a majority of whose
         revenues in the most recently ended calendar year were derived from (i)
         the sale of defense products, electronics, communications systems,
         aerospace products, avionics products and/or communications products,
         (ii) any services related thereto, (iii) any business or activity that
         is reasonably similar thereto or a reasonable extension, development or
         expansion thereof or ancillary thereto or any business of the Borrower
         and/or its Subsidiaries existing as of the Closing Date, and (iv) any
         combination of any of the foregoing.

                  "Single Employer Plan": any Plan which is covered by Title IV
         of ERISA, but which is not a Multiemployer Plan.

                  "Stockholders Agreement": the Stockholders Agreement, dated as
         of April 30, 1997, by and among the Borrower, Holdings, the Seller, the
         Principals and any other party that may from time to time become a
         party thereto as provided therein, as the same may be amended,
         supplemented or otherwise modified from time to time.

                  "Subordinated Debt": indebtedness outstanding under the
         Subordinated Notes, the New Subordinated Notes and/or the December 1998
         Subordinated Notes.

                  "Subordinated Debt Documents": the Indenture, the Registration
         Rights Agreement, the Purchase Agreement and the Subordinated Notes.

                  "Subordinated Notes": the Borrower's 10 3/8% Senior
         Subordinated Notes, due 2007 (the "Initial Subordinated Notes"), issued
         on the April 30, 1997, and any subordinated notes of the Borrower,
         having the same terms as the Initial Subordinated Notes, issued in
         exchange for the Initial Subordinated Notes as contemplated by the
         Subordinated Debt Documents.

                  "Subscription Agreements": the Common Stock Subscription
         Agreements between Holdings and each of Frank C. Lanza, Robert V.
         LaPenta, Capital Partners and the Seller, each dated as of the April
         30, 1997.

                  "Subsidiary": as to any Person, a corporation, partnership or
         other entity of which shares of stock or other ownership interests
         having ordinary voting power (other than stock or such other ownership
         interests having such power only by reason of the happening of a
         contingency) to elect a majority of the board of directors or other
         managers of such corporation, partnership or other entity are at the
         time owned, directly



                                       22
<PAGE>

         or indirectly, by such Person. Unless otherwise qualified, all
         references to a "Subsidiary" or to "Subsidiaries" in this Agreement
         shall refer to a Subsidiary or Subsidiaries of the Borrower.

                  "Subsidiary Guarantee": the Second Amended and Restated
         Subsidiary Guarantee substantially in the form of Exhibit B-2, to be
         executed and delivered by the Borrower's Subsidiaries (other than any
         Immaterial Subsidiary or Foreign Subsidiary of the Borrower), as the
         same may be amended, supplemented or otherwise modified.

                  "Subsidiary Pledge Agreement": the Second Amended and Restated
         Subsidiary Pledge Agreement substantially in the form of Exhibit B-5,
         to be executed and delivered by the Borrower's Subsidiaries (other than
         any Immaterial Subsidiary or Foreign Subsidiary of the Borrower), as
         the same may be amended, supplemented or otherwise modified.

                  "Swing Line Lender": means BOA, or, following the resignation
         of BOA as Swing Line Lender at any time upon notice to the other
         parties to this Agreement, any other Lender which is appointed as Swing
         Line Lender by the Required Lenders and reasonably acceptable to
         Borrower.

                  "Swing Line Loans":  as defined in subsection 2.1(b).

                  "Swing Line Note":  as defined in subsection 2.5(f).

                  "Term Loans": as defined in the Facility B Credit Agreement.

                  "Termination Date": March 31, 2003.

                  "Tranche": the collective reference to Eurodollar Loans with
         then-current Interest Periods which all begin on the same date and end
         on the same date (whether or not such Loans shall originally have been
         made on the same day); Tranches may be identified as "Eurodollar
         Tranches".

                  "Transaction": the transactions contemplated by the
         Transaction Documents.

                  "Transaction Agreement": that certain Transaction Agreement,
         dated as of March 28, 1997 by and among Lockheed Martin Corporation, a
         Maryland corporation, Holdings, Capital Partners and its Affiliates,
         Frank C. Lanza and Robert V. LaPenta.

                  "Transaction Documents": (i) the Transaction Agreement, the
         Schedules thereto and the documents set forth on Schedule III hereto,
         (ii) the Equity Documents, (iii) the Subordinated Debt Documents and
         (iv) the New Subordinated Debt Documents.

                  "Transferee": as defined in subsection 10.6(f).

                  "Type": a Revolving Credit Loan or a Swing Line Loan, as
         applicable.



                                       23
<PAGE>

                  "Uniform Customs": the Uniform Customs and Practice for
         Documentary Credits (1993 Revision), International Chamber of Commerce
         Publication No. 500, as the same may be amended from time to time.

                  "U.S. Taxes": any tax, assessment, or other charge or levy and
         any liabilities with respect thereto, including any penalties,
         additions to tax, fines or interest thereon, imposed by or on behalf of
         the United States or any taxing authority thereof.

                  "Voting Stock": of any Person as of any date means the Capital
         Stock of such Person that is at the time entitled to vote in the
         election of the Board of Directors of such Person.

                  "Year 2000 Problem": any significant risk that computer
         hardware, software or equipment containing embedded microchips
         essential to the business or operations of the Borrower or any of its
         Subsidiaries will not, in the case of dates or time periods occurring
         after December 31, 1999, function at least as effectively and reliably
         as in the case of dates or time periods occurring before January 1,
         2000, including the making of accurate leap year calculations.

         1.2 Other Definitional Provisions.

             (a) Unless otherwise specified therein, all terms defined in this
Agreement shall have the defined meanings when used in any Credit Document or
any certificate or other document made or delivered pursuant hereto.

             (b) As used herein and in any Credit Document, and any certificate
or other document made or delivered pursuant hereto, accounting terms relating
to the Borrower and its Subsidiaries not defined in subsection 1.1 and
accounting terms partly defined in subsection 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP.

             (c) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

             (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

         1.3 Interrelationship with Original Credit Agreement.

             (a) As stated in the preamble hereof, this Credit Agreement is
intended to amend and restate the provisions of the Original Credit Agreement
and, notwithstanding any substitution of Notes as of the Closing Date, except as
expressly modified herein, (x) all of the terms and provisions of the Original
Credit Agreement shall continue to apply for the period prior to the Closing
Date, including any determinations of payment dates, interest rates, Events of
Default or any amount that may be payable to the Original Agents or the Original
Lenders (or their assignees or replacements hereunder), and (y) the obligations
under the Original Credit



                                       24
<PAGE>

Agreement shall continue to be paid or prepaid on or prior to the Closing Date,
and shall from and after the Closing Date continue to be owing and be subject to
the terms of this Credit Agreement. All references in the Notes and the other
Credit Documents to (i) the Original Credit Agreement or the "Credit Agreement"
shall be deemed to include references to this Credit Agreement and (ii) the
"Lenders" or a "Lender" or to the "Agents" or any "Agent" shall mean such terms
as defined in this Credit Agreement. As to all periods occurring on or after the
Closing Date, all of the covenants set forth in the Original Credit Agreement
shall be of no further force and effect, it being understood that all
obligations of the Borrower under the Original Credit Agreement shall be
governed by this Credit Agreement from and after the Closing Date.

             (b) The Borrower, the Agents and the Lenders acknowledge and agree
that all outstanding Loans (including all outstanding L/C Obligations) are
hereby converted into Revolving Credit Loans (and, as applicable, L/C
Obligations) outstanding hereunder effective as of the Closing Date. The
Borrower, the Agents and the Lenders acknowledge and agree that all interest,
fees, costs and reimbursable expenses accruing or arising under the Original
Credit Agreement which remain unpaid and outstanding as of the Closing Date
shall be and remain outstanding and payable as an obligation under this
Agreement and the other Credit Documents.

         1.4 Confirmation of Existing Obligations. The Borrower hereby agrees
and admits that, as of the date hereof, it has no defenses to, or offsets or
counterclaim against, any of its obligations to the Agents or any Lender under
the Credit Documents of any kind whatsoever.

              SECTION 2. AMOUNT AND TERMS OF COMMITMENTS AND LOANS

         2.1 Commitments.

             (a) Revolving Credit Loans. Subject to the terms and conditions
hereof, each Revolving Credit Lender severally agrees to make revolving credit
loans to the Borrower, from time to time during the Revolving Credit Commitment
Period, in an aggregate principal amount at any one time outstanding which, when
added to the aggregate principal amount of outstanding Swing Line Loans in which
such Lender has purchased a participation (or, in the case of the Swing Line
Lender, the Swing Line Loans made by such Swing Line Lender less the
participations purchased in such Swing Line Loans by any other Lender) and such
Lender's Commitment Percentage of the then outstanding L/C Obligations, does not
exceed the amount of such Lender's Revolving Credit Commitment. During the
Revolving Credit Commitment Period, the Borrower may use the Revolving Credit
Commitments by borrowing, prepaying the Revolving Credit Loans, in whole or in
part, and reborrowing, all in accordance with the terms and conditions hereof.

             (b) Swing Line Loans.

                  (i) Subject to the terms and conditions hereof, the Swing Line
         Lender agrees to make $10,000,000 of the credit otherwise available to
         the Borrower under the Revolving Credit Commitments by making swing
         line loans (individually, a "Swing Line Loan"; collectively, the "Swing
         Line Loans") to the Borrower from time to time during



                                       25
<PAGE>

         the Revolving Credit Commitment Period; provided, that no Swing Line
         Loan shall be made if, after giving effect thereto, the aggregate
         principal amount of Revolving Credit Loans then outstanding plus the
         aggregate principal amount of Swing Line Loans then outstanding, plus
         the aggregate amount of L/C Obligations would exceed the Revolving
         Credit Commitments of the Revolving Credit Lenders. Amounts borrowed by
         the Borrower under this subsection 2.1(b) may be repaid and, through
         but excluding the Termination Date, reborrowed. All Swing Line Loans
         shall be made as Base Rate Loans and may not be converted into
         Eurodollar Loans. In order to borrow a Swing Line Loan, the Borrower
         shall give the Swing Line Lender, with a copy to the Administrative
         Agent, irrevocable notice (which notice must be received by the Swing
         Line Lender prior to 12:00 Noon, New York City time) on the requested
         Borrowing Date specifying the amount of the requested Swing Line Loan
         which shall be in a minimum amount of $500,000 or whole multiples of
         $100,000 in excess thereof. The proceeds of the Swing Line Loan will be
         made available by the Swing Line Lender to the Borrower at the office
         of the Swing Line Lender by crediting the account of the Borrower at
         such office with such proceeds.

                  (ii) The Swing Line Loans shall be evidenced by a Loan Account
         and, if requested by the Swing Line Lender, a promissory note of the
         Borrower, substantially in the form of Exhibit A-2 (the "Swing Line
         Note"), with appropriate insertions, payable to the order of the Swing
         Line Lender and representing the obligation of the Borrower to pay the
         unpaid principal amount of the Swing Line Loans, with interest thereon
         as prescribed in subsection 2.9. The Swing Line Note, if any, shall (i)
         be dated the Closing Date, (ii) be stated to mature on the Termination
         Date and (iii) bear interest, payable on the dates specified in 2.9,
         for the period from the date thereof to the Termination Date on the
         unpaid principal amount thereof from time to time outstanding at the
         applicable interest rate per annum specified in subsection 2.9.

                  (iii) The Swing Line Lender, at any time in its sole and
         absolute discretion, may on behalf of the Borrower (which hereby
         irrevocably directs the Swing Line Lender to act on its behalf) request
         each Lender, including the Swing Line Lender, to make a Revolving
         Credit Loan (which shall be a Base Rate Loan) in an amount equal to
         such Lender's Commitment Percentage of such Swing Line Loan (the
         "Refunded Swing Line Loans") outstanding on the date such notice is
         given. Unless any of the events described in clause (f) of Section 8
         shall have occurred (in which event the procedures of subsection
         2.1(b)(iv) shall apply) each Lender shall, not later than 12:00 P.M.,
         New York City time, on the Business Day next succeeding the date on
         which such notice is given, make available to the Swing Line Lender in
         immediately available funds the amount equal to the Revolving Credit
         Loan to be made by such Lender. The proceeds of such Revolving Credit
         Loans shall be immediately applied to repay the Refunded Swing Line
         Loans. Upon any request by the Swing Line Lender to the Lenders
         pursuant to this subsection 2.1(b)(iii), the Administrative Agent shall
         promptly give notice to the Borrower of such request.

                  (iv) If prior to the making of a Revolving Credit Loan
         pursuant to subsection 2.1(b)(iii) one of the events described in
         clause (f) of Section 8 shall have



                                       26
<PAGE>

         occurred, each Lender will, on the date such Loan was to have been
         made, purchase an undivided participating interest in the Swing Line
         Loans in an amount equal to its Commitment Percentage. Each Lender will
         immediately transfer to the Swing Line Lender, in immediately available
         funds, the amount of its participation.

                  (v) Whenever, at any time after the Swing Line Lender has
         received from any Lender such Lender's participating interest in a
         Swing Line Loan, the Swing Line Lender receives any payment on account
         thereof, the Swing Line Lender will distribute to such Lender its
         participating interest in such amount (appropriately adjusted, in the
         case of interest payments, to reflect the period of time during which
         such Lender's participating interest was outstanding and funded);
         provided, however, that in the event that such payment received by the
         Swing Line Lender is required to be returned, such Lender will return
         to the Swing Line Lender any portion thereof previously distributed to
         it.

                  (vi) Each Lender's obligation to purchase participating
         interests pursuant to subsection 2.1(b)(iv) shall be absolute and
         unconditional and shall not be affected by any circumstance, including,
         without limitation, (a) any set-off, counterclaim, recoupment, defense
         or other right which such Lender or the Borrower may have against the
         Swing Line Lender, any other Lender or anyone else for any reason
         whatsoever, (b) the occurrence or continuance of any Default or Event
         of Default; (c) any adverse change in the condition (financial or
         otherwise) of the Borrower; (d) any breach of this Agreement by the
         Borrower or any other Lender; or (e) any other circumstance, happening
         or event whatsoever, whether or not similar to any of the foregoing.

             (c) Except for Swing Line Loans, which shall be Base Rate Loans,
the Loans may from time to time be (i) Eurodollar Loans, (ii) Base Rate Loans or
(iii) a combination thereof, as determined by the Borrower and notified to the
Administrative Agent in accordance with subsections 2.2 and 2.7, provided that,
no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that
is one month prior to the Termination Date.

         2.2 Procedure for Borrowing. The Borrower may borrow under the
Revolving Credit Commitments during the Revolving Credit Commitment Period on
any Business Day, provided that the Borrower shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent
prior to (a) 11:00 A.M., New York City time, three Business Days prior to the
requested Borrowing Date, if all or any part of the requested Loans are to be
initially Eurodollar Loans, (b) 11:00 A.M., New York City time, on the requested
Borrowing Date in the case of a Base Rate Loan other than a Swing Line Loan),
specifying (i) the amount to be borrowed of each Type of Loan, (ii) the
requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar
Loans, Base Rate Loans or a combination thereof and (iv) if the borrowing is to
be entirely or partly of Eurodollar Loans, the respective lengths of the initial
Interest Periods therefor. Each borrowing under the Commitments shall be in an
amount equal to (x) in the case of Base Rate Loans (other than Swing Line Loans
or Refunded Swing Line Loans), $2,000,000 or a whole multiple of $100,000 in
excess thereof (or, if the then Available Commitments are less than $2,000,000,
such lesser amount), (y) in the case of Swing Line Loans, as provided in
subsection 2.1(b)(i) and (z) in the case of Eurodollar Loans, $5,000,000 or a
whole



                                       27
<PAGE>

multiple of $100,000 in excess thereof. Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify each Lender thereof.
Each Lender will make the amount of its pro rata share of each borrowing
available to the Administrative Agent for the account of the Borrower at the
office of the Administrative Agent specified in subsection 10.2 prior to 11:00
A.M., New York City time (in the case of Eurodollar Loans) or 2:30 P.M., New
York City time (in the case of Base Rate Loans), on the Borrowing Date requested
by the Borrower in funds immediately available to the Administrative Agent. Such
borrowing will then be made available to the Borrower by the Administrative
Agent in accordance with the Borrower's payment instructions with the aggregate
of the amounts made available to the Administrative Agent by the Lenders and in
like funds as received by the Administrative Agent. All notices given by the
Borrower under this subsection 2.2 may be made by telephonic notice promptly
confirmed in writing.

         2.3 Commitment Fee. The Borrower agrees to pay to the Administrative
Agent for the account of each Revolving Credit Lender a commitment fee for the
period from and including the first day of the Revolving Credit Commitment
Period to and including the Termination Date, computed at the Commitment Fee
Rate on the daily amount of the Available Commitment of such Revolving Credit
Lender during the period for which payment is made, payable quarterly in arrears
on the last Business Day of each March, June, September and December and on the
Termination Date, commencing on the first of such dates to occur after the date
hereof.

         2.4 Termination or Reduction of Revolving Credit Commitments. The
Borrower shall have the right, upon not less than three Business Days' written
notice to the Administrative Agent, to terminate the Revolving Credit
Commitments or, from time to time, to reduce the amount of the Revolving Credit
Commitments ratably among the Revolving Credit Lenders; provided 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 the Revolving Credit Loans then
outstanding, when added to the then outstanding L/C Obligations and the
outstanding Swing Line Loans, would exceed the Revolving Credit Commitments then
in effect. Any such reduction shall be in an amount equal to $2,000,000 or a
whole multiple of $500,000 in excess thereof and shall reduce permanently the
Revolving Credit Commitments then in effect.

         2.5 Repayment of Loans; Evidence of Debt.

             (a) Payments on Revolving Credit Loans and Swing Line Loans. The
Borrower hereby unconditionally promises to pay to the Administrative Agent on
the Termination Date (or such earlier date on which the Loans become due and
payable pursuant to Section 8) (x) for the account of each Revolving Credit
Lender the then unpaid principal amount of each Revolving Credit Loan of such
Lender and (y) for the account of the Swing Line Lender (and each other
Revolving Credit Lender that has purchased a participation in then outstanding
Swing Line Loans) the then unpaid principal amount of Swing Line Loans.

             (b) Interest. The Borrower hereby further agrees to pay interest on
the unpaid principal amount of the Loans from time to time outstanding from the
date such Loans are made until payment in full thereof at the rates per annum,
and on the dates, set forth in subsection 2.9.



                                       28
<PAGE>

             (c) Recording. Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing indebtedness of the Borrower to
such Lender resulting from each Loan of such Lender from time to time, including
the amounts of principal and interest payable and paid to such Lender from time
to time under this Agreement.

             (d) Loan Accounts and Register; Notes

                  (i) The Loans made by, and the Commitments of, each Lender
         shall be evidenced by one or more loan accounts ("Loan Accounts")
         maintained by such Lender and by the Register maintained by the
         Administrative Agent in the ordinary course of business. The Register
         maintained by the Administrative Agent shall, in the event of a
         discrepancy between the entries in the Administrative Agent's books and
         any Lender's books relating to such matters, be controlling and, absent
         manifest error, shall be conclusive as to the amount of the Loans made
         by the Lender to the Borrower, the interest and payments thereon and
         any other amounts owing in respect of this Agreement. The Borrower
         hereby designates the Administrative Agent to serve as the Borrower's
         agent, solely for purposes of this subsection 2.5(d) and subsection
         10.6, to maintain the Register on which it will record the Commitments
         from time to time of each of the Lenders, the Loans made by each of the
         Lenders and each repayment in respect of the principal amount of the
         Loans of each Lender. The Borrower agrees to indemnify the
         Administrative Agent from and against any and all losses, claims,
         damages and liabilities of whatsoever nature which may be imposed on,
         asserted against or incurred by the Administrative Agent in performing
         its duties under this subsection 2.5(d) and subsection 10.6 (other than
         any losses, claims, damages and liabilities to the extent incurred by
         reason of the gross negligence or willful misconduct of the
         Administrative Agent).

                  (ii) If requested by any Lender, the Borrower shall execute
         and deliver to such Lender (and deliver a copy thereof to the
         Administrative Agent) one or more promissory notes evidencing the Loans
         owing to such Lender pursuant to this Agreement in accordance with
         subsection 2.5(f).

             (e) Prima Facie Evidence. The entries made in the Register and the
Loan Accounts of each Lender maintained pursuant to subsection 2.5(d) shall, to
the extent permitted by applicable law, be prima facie evidence of the existence
and amounts of the obligations of the Borrower therein recorded; provided,
however, that the failure of any Lender or the Administrative Agent to maintain
the Register or any such Loan Account, or any error therein, shall not in any
manner affect the obligation of the Borrower to repay (with applicable interest)
the Loans made to the Borrower by such Lender in accordance with the terms of
this Agreement. For the avoidance of doubt, the existence or non-existence of
any Note representing any Obligations owing to any Lender hereunder shall not
affect the existence, amount, validity or enforceability of such Obligations,
which in all events shall be absolute and unconditional.

             (f) Notes. The Borrower agrees that the Borrower will execute and
deliver to each Lender that requests any such Note pursuant to subsection
2.5(d)(ii), a promissory note of the Borrower evidencing the Revolving Credit
Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate
insertions as to date and principal amount (a "Revolving Credit



                                       29
<PAGE>

Note"). The Borrower also agrees that, if requested by the Swing Line Lender,
the Borrower will execute and deliver to the Swing Line Lender a promissory note
of the Borrower evidencing the Swing Line Loans of the Swing Line Lender,
substantially in the form of Exhibit A-2 with appropriate insertions as to date
and principal amount.

         2.6 Optional Prepayments; Mandatory Prepayments and Reduction of
Commitments.

             (a) Subject to subsections 2.12 and 2.16, the Borrower may at any
time and from time to time prepay any Loans, in whole or in part, without
premium or penalty, upon irrevocable notice to the Administrative Agent prior to
11:00 A.M., New York City time, three Business Days prior to the date of
prepayment in the case of Eurodollar Loans or on any Business Day in the case of
Base Rate Loans, specifying the date and amount of prepayment, the Type of Loan
to be prepaid (which Loans shall be prepaid on a pro rata basis among the
applicable Lenders) and whether the prepayment is of Eurodollar Loans, Base Rate
Loans or a combination thereof, and, if of a combination thereof, the amount
allocable to each. Upon receipt of any such notice, the Administrative Agent
shall promptly notify each applicable Lender thereof. If any such notice is
given, the amount specified in such notice shall be due and payable on the date
specified therein, together with any amounts payable pursuant to subsection
2.16. Partial prepayments shall be in an aggregate principal amount of
$2,000,000 or a whole multiple of $100,000 in excess thereof.

             (b) (i) If, subsequent to the Closing Date, Holdings or any of its
Subsidiaries shall incur or permit the incurrence of any Indebtedness (other
than Indebtedness permitted pursuant to subsection 7.2), 100% of the Net
Proceeds thereof shall be promptly ratably applied toward the prepayment of the
Loans, the Facility B Loans and the Facility C Loans and permanent reduction of
the Commitments, the Facility B Commitments and the Facility C Commitments as
set forth in clause (iv) of this subsection 2.6(b). Nothing in this paragraph
(b) shall be deemed to permit any Indebtedness not permitted by subsection 7.2.

                 (ii) If, subsequent to the Original Closing Date, Holdings or
         any of its Subsidiaries shall receive Net Proceeds from any Asset Sale,
         such Net Proceeds, subject to the Applicable Holdback (defined below)
         shall be promptly and ratably applied toward the prepayment of the
         Loans and the Facility B Loans and Facility C Loans and permanent
         reduction of the Commitments and the Facility B Commitments and the
         Facility C Commitments as set forth in clause (iv) of this subsection
         2.6(b); provided that Net Proceeds from any Asset Sales shall not be
         required to be so applied to the extent that such Net Proceeds are used
         by the Borrower or such Subsidiary to acquire assets to be employed in
         the business of the Borrower or its Subsidiaries within 365 days of
         receipt thereof, but if such Net Proceeds, subject to the Applicable
         Holdback (as defined below), are not so used, 100% of the amount of
         such Net Proceeds not so used shall be applied toward the prepayment of
         the Loans and the permanent reduction of the Commitments as set forth
         in clause (iv) of this subsection 2.6(b) on the earlier of (x) the
         366th day after receipt of such Net Proceeds and (y) the date on which
         the Borrower has determined that such Net Proceeds shall not be so
         used. As used herein, "Applicable Holdback" shall mean an amount of Net
         Proceeds not in excess of $20,000,000 derived from any Asset Sales
         occurring since the Original Closing Date that has not been applied
         toward the


                                       30
<PAGE>

         prepayment of Loans and the permanent reduction of the Commitments as
         set forth in clause (iv) of subsection 2.6(b) which Borrower and/or its
         applicable Subsidiary may retain and not apply as a mandatory
         prepayment without the requirement of utilizing the same to acquire
         assets to be employed in the business of the Borrower or such
         applicable Subsidiary; provided, that if any Event of Default shall
         have occurred and be continuing, the Applicable Holdback amount shall
         be automatically reduced to zero unless and until such Event of Default
         is acknowledged in writing by the Required Lenders (or all the Lenders
         in cases where the unanimous consent of the Lenders is required) as
         cured or waived.

                 (iii) [Intentionally Omitted]

                 (iv) Except during any period in which an Event of Default has
         occurred and is continuing, any mandatory prepayments required by this
         subsection 2.6 shall be applied ratably to the outstanding principal
         amount of Loans, Facility B Loans and Facility C Loans with a
         corresponding ratable permanent reduction of the Revolving Credit
         Commitments, the Facility C Commitments and the Revolving 364 Day
         Commitments (or, if applicable, the Term Loans on a pro rata basis to
         reduce the unpaid scheduled installments of principal of the Term Loans
         in inverse order of maturity). Revolving Credit Commitment, Facility C
         Commitments and Revolving 364 Day Commitment reductions made pursuant
         to subsections 2.6(b)(i) and (ii) hereof (and the corresponding
         subsections of the Facility B Credit Agreement and Facility C Credit
         Agreement) shall be applied to each Lender's respective Revolving
         Credit Commitment, each Facility C Lender's Facility C Commitments
         and/or each Facility B Lender's Revolving 364 Day Commitments, as
         applicable, on a pro rata basis and shall reduce permanently such
         Commitments, Revolving 364 Day Commitments and Facility C Commitments.
         At any time that an Event of Default has occurred and is continuing,
         all mandatory prepayments shall be applied in accordance with the terms
         of subsection 2.12 hereof (and the corresponding subsection of the
         Facility B Credit Agreement and/or the Facility C Credit Agreement).
         Mandatory prepayments shall not be subject to any minimum amount
         requirement.

                 (v) In addition, if after giving effect to (i) any reduction of
         the Revolving Credit Commitments under subsection 2.4, 2.5 or 2.6 or
         (ii) any recalculation of the Exchange Rate pursuant to subsection 3.9,
         the aggregate outstanding principal amount of Swing Line Loans plus the
         aggregate outstanding principal amount of Revolving Credit Loans plus
         the aggregate outstanding amount of L/C Obligations shall exceed the
         aggregate amount of the Revolving Credit Commitments, such reduction or
         recalculation shall be accompanied by prepayment in the amount of such
         excess to be applied (x) first, to the outstanding Swing Line Loans and
         (y) second, to outstanding Revolving Credit Loans (in each case,
         together with any amounts payable under subsection 2.16)); provided
         that if the aggregate principal amount of Swing Line Loans and
         Revolving Credit Loans then outstanding is less than the amount of such
         excess (because Letters of Credit constitute a portion of such excess),
         the Borrower shall immediately, without notice or demand, to the extent
         of the balance of such excess, replace outstanding Letters of Credit
         and/or deposit an amount (but in no event greater



                                       31
<PAGE>

         than such balance) in a cash collateral account opened by the
         Administrative Agent for the benefit of the Revolving Credit Lenders
         (such deposit to be in Dollars with respect to Domestic L/Cs and the
         applicable Alternative Currency with respect to Foreign L/Cs). The
         Borrower hereby grants to the Administrative Agent, for the benefit of
         the Issuing Lender and the L/C Participants in such Letters of Credit,
         a security interest in such cash collateral to secure all obligations
         of the Borrower under this Agreement and the other Credit Documents.
         Any amounts deposited in such accounts shall be released to the
         Borrower on any Calculation Date on which the aggregate outstanding
         principal amount of Swing Line Loans plus the aggregate outstanding
         principal amount of Revolving Credit Loans plus the aggregate
         outstanding amount of L/C Obligations equals or is less than the
         aggregate amount of the Revolving Credit Commitments, provided that no
         Default or Event of Default has occurred and is continuing.

         2.7 Conversion and Continuation Options.

             (a) The Borrower may elect from time to time to convert Eurodollar
Loans to Base Rate Loans, by giving the Administrative Agent prior irrevocable
notice of such election at or before 11:00 A.M. New York City time, on the
Business Day immediately preceding the date of the proposed conversion and of
the amount and Type of Loan to be converted, provided that any such conversion
of Eurodollar Loans may only be made on the last day of an Interest Period with
respect thereto. The Borrower may elect from time to time to convert Base Rate
Loans (other than Swing Line Loans) to Eurodollar Loans by giving the
Administrative Agent prior irrevocable notice of such election at or before
11:00 A.M., New York City time, on the third Business Day immediately preceding
the date of the proposed conversion and of the amount and Type of Loan to be
converted. Any such notice of conversion to Eurodollar Loans shall specify the
length of the initial Interest Period or Interest Periods therefor. Upon receipt
of any such notice the Administrative Agent shall promptly notify each
applicable Lender thereof. All or any part of outstanding Eurodollar Loans and
Base Rate Loans may be converted as provided herein, provided that (i) no Loan
may be converted into a Eurodollar Loan when any Event of Default has occurred
and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan
after the date that is one month prior to the Termination Date.

             (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans and of
the amount and Type of Loan to be converted, provided that no Eurodollar Loan
may be continued as such (i) when any Event of Default has occurred and is then
continuing or (ii) after the date that is one month prior to the Termination
Date and provided, further, that if the Borrower shall fail to give such notice
or if such continuation is not permitted such Loans shall be automatically
converted to Base Rate Loans on the last day of such then expiring Interest
Period.

             (c) All notices given by Borrower under this subsection 2.7 may be
made by telephonic notice promptly confirmed in writing.



                                       32
<PAGE>

         2.8 Minimum Amounts and Maximum Number of Tranches. All borrowings,
conversions and continuations of Loans hereunder and all selections of Interest
Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, after giving effect thereto, the aggregate principal amount
of the Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or
a whole multiple of $100,000 in excess thereof. All Loans hereunder may be
converted or continued into Base Rate Loans without reference to the minimum
principal amount requirements for new Base Rate borrowings set forth in
subsection 2.2 above. In no event shall the number of outstanding Eurodollar
Tranches plus outstanding Facility B Eurodollar Tranches and Facility C
Eurodollar Tranches exceed 20 at any time.

         2.9 Interest Rates and Payment Dates.

             (a) Each Eurodollar Loan shall bear interest for each day during
each Interest Period with respect thereto at a rate per annum equal to the
Eurodollar Rate determined for such day plus the Applicable Margin.

             (b) Each Base Rate Loan shall bear interest at a rate per annum
equal to the Base Rate plus the Applicable Margin.

             (c) If all or a portion of (i) any principal of any Loan, (ii) any
interest payable thereon, (iii) any commitment fee or (iv) any other amount
payable hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), the principal of the Loans and any such overdue
interest, commitment fee or other amount shall bear interest at a rate per annum
which is (x) in the case of principal, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this subsection plus
2% or (y) in the case of any such overdue interest, commitment fee or other
amount, the rate described in paragraph (b) of this subsection plus 2%, in each
case from the date of such non-payment until such overdue principal, interest,
commitment fee or other amount is paid in full (as well after as before
judgment).

             (d) Interest shall be payable with respect to each Loan in arrears
on each Interest Payment Date and on the Termination Date, provided that
interest accruing pursuant to paragraph (c) of this subsection shall be payable
from time to time on demand.

         2.10 Computation of Interest and Fees.

             (a) Interest on Base Rate Loans and fees shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed; all other interest shall be calculated on the basis of a 360-day year
for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of each determination of a
Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the Base Rate or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the
Borrower and the Lenders of the effective date and the amount of each such
change in interest rate.



                                       33
<PAGE>

             (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to subsection 2.9(a) or (c).

         2.11 Inability to Determine Interest Rate. If prior to the first day of
any Interest Period:

             (a) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the eurodollar market, adequate and reasonable means
do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

             (b) the Administrative Agent shall have received notice from the
Required Lenders that the Eurodollar Rate determined or to be determined for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders) of making or maintaining
their affected Loans during such Interest Period, the Administrative Agent shall
give telecopy or telephonic notice thereof to the Borrower and the Lenders as
soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans
requested to be made on the first day of such Interest Period shall be made as
Base Rate Loans, (y) any Loans that were to have been converted on the first day
of such Interest Period to Eurodollar Loans shall be converted to or continued
as Base Rate Loans and (z) any outstanding Eurodollar Loans shall be converted,
on the first day of such Interest Period, to Base Rate Loans. Until such notice
has been withdrawn in writing by the Administrative Agent (which the
Administrative Agent agrees to do when the Administrative Agent has determined,
or has been instructed by the Required Lenders that, the circumstances that
prompted the delivery of such notice no longer exist), no further Eurodollar
Loans shall be made or continued as such, nor shall the Borrower have the right
to convert Loans to Eurodollar Loans.

         2.12 Pro Rata Treatment and Payments.

             (a) Each borrowing by the Borrower from the Revolving Credit
Lenders hereunder, each payment by the Borrower on account of any commitment fee
hereunder and any reduction of the Revolving Credit Commitments of Revolving
Credit Lenders shall be made pro rata according to the respective Commitment
Percentages of the Revolving Credit Lenders. Except during any period in which
an Event of Default has occurred and is continuing, each payment (including each
prepayment) by the Borrower on account of principal of and interest on the
Revolving Credit Loans, and any application by the Administrative Agent of the
proceeds of any Collateral, shall be made pro rata according to the respective
outstanding principal amounts of such Loans then held by the Lenders. All
payments (including prepayments) to be made by the Borrower hereunder in respect
of any Loan, whether on account of principal, interest, Reimbursement
Obligations (whether in respect of Domestic L/Cs or Foreign L/Cs), fees,
expenses or otherwise, shall be made without set off or counterclaim and shall
be made prior to 11:00 A.M., New York City time, on the due date thereof to the
Administrative Agent, for the account of the Lenders with respect to such Loans,
at the Administrative Agent's office specified in subsection 10.2, in Dollars
and in immediately available funds; provided, that, with respect to



                                       34
<PAGE>

any Reimbursement Obligations of the Borrower arising from the presentment to
the Issuing Lender of a draft under a Foreign L/C, the Borrower may make payment
in the applicable Alternative Currency if such payment is received by the
Issuing Lender on the date such draft is paid by the Issuing Lender. At any time
that an Event of Default has occurred and is continuing, all payments (including
prepayments) made by Borrower hereunder and any application by the
Administrative Agent of the proceeds of any Collateral and/or payment under any
Guarantee shall be applied in the following order: (1) to the ratable payment of
all amounts due and owing by the Borrower pursuant to subsection 10.5 of this
Agreement, subsection 10.5 of the Facility B Credit Agreement or subsection 10.5
of the Facility C Credit Agreement to the Agents, the Facility B Agents and/or
the Facility C Agents, and after payment in full thereof, to any other Lender,
Facility B Lender or Facility C Lender; (2) to the ratable payment of all
interest, fees and commissions due and owing under this Agreement, the Facility
B Credit Agreement or the Facility C Credit Agreement to the Agents, the
Facility B Agents, the Facility C Agents, the Swing Line Lender, any Lender, any
Facility B Lender or any Facility C Lender; (3) to the ratable payment (or cash
collateralization) of the aggregate outstanding principal amount of Loans,
Facility B Loans, Facility C Loans and the aggregate L/C Obligations and
Facility B L/C Obligations; and (4) to the ratable payment of all other
obligations of the Borrower to the Agents, the Facility B Agents, the Facility C
Agents, the Swing Line Lender, any Lender, any Facility B Lender, or any
Facility C Lender under any Credit Document, Facility B Credit Document or
Facility C Credit Document. For purposes of applying payments and proceeds
distributed under clause 3 above, each Lender will first apply such amounts to
all outstanding Loans of such Lender before such amounts will be held as cash
collateral for L/C Obligations in which such Lender is a L/C Participant. The
Administrative Agent, the Facility B Administrative Agent and the Facility C
Administrative Agent shall ratably distribute such payments to the applicable
Lenders, the Facility B Lenders and the Facility C Lenders promptly upon receipt
in like funds as received. If any payment hereunder becomes due and payable on a
day other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.

             (b) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its Commitment Percentage of such borrowing
available to the Administrative Agent, the Administrative Agent may assume that
such Lender is making 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 Borrower a corresponding amount. If such
amount is not made available to the Administrative Agent by the required time on
the Borrowing Date therefor, such Lender shall pay to the Administrative Agent,
on demand, such amount with interest thereon at a rate equal to the daily
average Federal Funds Effective Rate for the period until such Lender makes such
amount immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this subsection shall be conclusive in the absence of manifest error. If
such Lender's Commitment Percentage of such borrowing is not made available to
the Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to



                                       35
<PAGE>

Base Rate Loans hereunder, on demand, from the Borrower. The failure of any
Lender to make any Loan to be made by it shall not relieve any other Lender of
its obligation hereunder to make its Loan on such Borrowing Date.

         2.13 Illegality. Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b)
such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be
converted automatically to Base Rate Loans on the respective last days of the
then current Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such conversion of a Eurodollar Loan occurs on
a day which is not the last day of the then current Interest Period with respect
thereto, the Borrower shall pay to such Lender such amounts, if any, as may be
required pursuant to subsection 2.16. If circumstances subsequently change so
that any affected Lender shall determine that it is no longer so affected, such
Lender will promptly notify the Borrower and the Administrative Agent, and upon
receipt of such notice, the obligations of such Lender to make or continue
Eurodollar Loans or to convert Base Rate Loans into Eurodollar Loans shall be
reinstated.

         2.14 Requirements of Law.

             (a) If the adoption of or any change in any Requirement of Law or
in the interpretation or application thereof or compliance by any Lender with
any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority made subsequent to the date hereof:

                  (i) shall subject any Lender to any tax of any kind whatsoever
         with respect to this Agreement, any Note, any Letter of Credit, any
         Application or any Eurodollar Loan made by it, or change the basis of
         taxation of payments to such Lender in respect thereof (except for
         Non-Excluded Taxes covered by subsection 2.15 and changes in the rate
         of net income taxes (including branch profits taxes and minimum taxes)
         or franchise taxes (imposed in lieu of net income taxes) of such
         Lender);

                  (ii) shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit by, or any other
         acquisition of funds by, any office of such Lender which is not
         otherwise included in the determination of the Eurodollar Rate
         hereunder; or

                  (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay



                                       36
<PAGE>

such Lender upon written demand such additional amount or amounts as will
compensate such Lender for such increased cost or reduced amount receivable;
provided that before making any such demand, each Lender agrees to use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions and so long as such efforts would not be disadvantageous to it, in
its reasonable discretion, in any legal, economic or regulatory manner) to
designate a different Eurodollar lending office if the making of such
designation would allow the Lender or its Eurodollar lending office to continue
to perform its obligations to make Eurodollar Loans or to continue to fund or
maintain Eurodollar Loans and avoid the need for, or reduce the amount of, such
increased cost. If any Lender becomes entitled to claim any additional amounts
pursuant to this subsection, it shall promptly notify the Borrower, through the
Administrative Agent, of the event by reason of which it has become so entitled.
If the Borrower so notifies the Administrative Agent within five Business Days
after any Lender notifies the Borrower of any increased cost pursuant to the
foregoing provisions of this Section, the Borrower may convert all Eurodollar
Loans of such Lender then outstanding into Base Rate Loans in accordance with
the terms hereof. Each Lender shall notify the Borrower within 120 days after it
becomes aware of the imposition of such costs; provided that if such Lender
fails to so notify the Borrower within such 120-day period, such Lender shall
not be entitled to claim any additional amounts pursuant to this subsection for
any period ending on a date which is prior to 120 days before such notification.

             (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under any Letter of Credit to a
level below that which such Lender or such corporation could have achieved but
for such adoption, change or compliance (taking into consideration such Lender's
or such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, after submission
by such Lender to the Borrower (with a copy to the Administrative Agent) of a
prompt written request therefor, the Borrower shall promptly pay to such Lender
such additional amount or amounts as will compensate such Lender for such
reduction. Each Lender shall notify the Borrower within 120 days after it
becomes aware of the imposition of such additional amount or amounts; provided
that if such Lender fails to so notify the Borrower within such 120-day period,
such Lender shall not be entitled to claim any additional amount or amounts
pursuant to this subsection for any period ending on a date which is prior to
120 days before such notification.

             (c) If any Lender becomes entitled to claim any additional amounts
pursuant to this subsection, it shall promptly notify the Borrower (with a copy
to the Administrative Agent) of the event by reason of which it has become so
entitled. A certificate as to any additional amounts payable pursuant to this
subsection, showing the calculation thereof in reasonable detail, submitted by
such Lender to the Borrower (with a copy to the Administrative Agent) shall be
conclusive in the absence of manifest error. The agreements in this subsection
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.



                                       37
<PAGE>

         2.15 Taxes.

             (a) Except as provided in this subsection 2.15, all payments made
by the Borrower under this Agreement and any Notes shall be made free and clear
of, and without deduction or withholding for or on account of, any present or
future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority ("Taxes"), excluding Taxes on
net income (including, without limitation, branch profits taxes and minimum
taxes) and franchise taxes (imposed in lieu of net income taxes) imposed on any
Agent or any Lender as a result of a present or former connection between any
Agent or such Lender and the jurisdiction of the Governmental Authority imposing
such tax or any political subdivision or taxing authority thereof or therein
(other than any such connection arising solely from such Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any Note). If any such non-excluded taxes,
levies, imposts, duties, charges, fees deductions or withholdings ("Non-Excluded
Taxes") are required to be withheld from any amounts payable to any Agent or any
Lender hereunder or under any Note, the amounts so payable to such Agent or such
Lender shall be increased to the extent necessary to yield to such Agent or such
Lender (after payment of all Non-Excluded Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender that is not organized under the
laws of the United States of America or a state thereof with respect to any
Taxes that are imposed on amounts payable to such Lender at the time such Lender
becomes a party to this Agreement or that are attributable to such Lender's
failure to comply with the requirements of paragraph (b) of this subsection.
Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as
possible thereafter, the Borrower shall send to the relevant Agent for its own
account or for the account of such Lender, as the case may be, a certified copy
of an original official receipt, if any, received by the Borrower showing
payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to
the appropriate taxing authority or fails to remit to the relevant Agent the
required receipts or other required documentary evidence, the Borrower shall
indemnify the Agents and the Lenders for any incremental taxes, interest or
penalties that may become payable by any Agent or any Lender as a result of any
such failure. The agreements in this subsection shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

             (b) Each Lender, Assignee and Participant that is not a citizen or
resident of the United States of America, a corporation, partnership created or
organized in or under the laws of the United States of America, any estate that
is subject to U.S. federal income taxation regardless of the source of its
income or any trust which is subject to the supervision of a court within the
United States and the control of a United States fiduciary as described in
Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver to the
Borrower and the Administrative Agent, and if applicable, the assigning Lender
(or, in the case of a Participant, to the Lender from which the related
participation shall have been purchased) on or before the date on which it
becomes a party to this Agreement (or, in the case of a Participant, on or
before the date on which such Participant purchases the related participation)
either:



                                       38
<PAGE>

                  (A) two duly completed and signed copies of either Internal
         Revenue Service Form W-8 ECI (relating to such Non-U.S. Lender and
         entitling it to a complete exemption from withholding of U.S. Taxes on
         all amounts to be received by such Non-U.S. Lender pursuant to this
         Agreement and the other Credit Documents) or Form W-8 BEN (relating to
         all amounts to be received by such Non-U.S. Lender pursuant to this
         Agreement and the other Credit Documents), or successor and related
         applicable forms, as the case may be; or

                  (B) in the case of a Non-U.S. Lender that is not a "bank"
         within the meaning of Section 881(c)(3)(A) of the Code and that does
         not comply with the requirements of clause (A) hereof, (x) a statement
         in the form of Exhibit E (or such other form of statement as shall be
         reasonably requested by the Borrower from time to time) to the effect
         that such Non-U.S. Lender is eligible for a complete exemption from
         withholding of U.S. Taxes under Code Section 871(h) or 881(c), and (y)
         two duly completed and signed copies of Internal Revenue Service Form
         W-8 or successor and related applicable form (it being understood and
         agreed that no Participant and, without the prior written consent of
         the Borrower described in clause (B) of the proviso to the first
         sentence of subsection 10.6(c), no Assignee shall be entitled to
         deliver any forms or statements pursuant to this clause (B), but rather
         shall be required to deliver forms pursuant to clause (A) of this
         subsection 2.15(b)).

Further, each Non-U.S. Lender agrees (i) to deliver to the Borrower and the
Administrative Agent, and if applicable, the assigning Lender (or, in the case
of a Participant, to the Lender from which the related participation shall have
been purchased) two further duly completed and signed copies of such Forms W-8
ECI or W-8 BEN, as the case may be, or successor and related applicable forms,
on or before the date that any such form expires or becomes obsolete and
promptly after the occurrence of any event requiring a change from the most
recent form(s) previously delivered by it to the Borrower (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) in accordance with applicable U.S. laws and regulations and (ii) in
the case of a Non-U.S. Lender that delivers a statement in the form of Exhibit E
(or such other form of statement as shall have been requested by the Borrower),
to deliver to the Borrower and the Administrative Agent, and if applicable, the
assigning Lender, such statement on an annual basis on the anniversary of the
date on which such Non-U.S. Lender became a party to this Agreement and to
deliver promptly to the Borrower and the Administrative Agent, and if
applicable, the assigning Lender, such additional statements and forms as shall
be reasonably requested by the Borrower from time to time unless, in any such
case, any change in law or regulation has occurred subsequent to the date such
Lender became a party to this Agreement (or in the case of a Participant, the
date on which such Participant purchased the related participation) which
renders all such forms inapplicable or which would prevent such Lender (or
Participant) from properly completing and executing any such form with respect
to it and such Lender promptly notifies the Borrower and the Administrative
Agent (or, in the case of a Participant, the Lender from which the related
participation shall have been purchased) if it is no longer able to deliver, or
if it is required to withdraw or cancel, any form or statement previously
delivered by it pursuant to this subsection 2.15(b). Each Non-U.S. Lender agrees
to indemnify and hold harmless the Borrower from and against any taxes,
penalties, interest or other costs or losses (including, without limitation,
reasonable attorneys' fees and



                                       39
<PAGE>

expenses) incurred or payable by the Borrower as a result of the failure of the
Borrower to comply with its obligations to deduct or withhold any U.S. Taxes
from any payments made pursuant to this Agreement to such Non-U.S. Lender or the
Administrative Agent which failure resulted from the Borrower's reliance on any
form, statement, certificate or other information provided to it by such
Non-U.S. Lender pursuant to clause (B) or clause (ii) of this subsection
2.15(b). The Borrower hereby agrees that for so long as a Non-U.S. Lender
complies with this subsection 2.15(b), the Borrower shall not withhold any
amounts from any payments made pursuant to this Agreement to such Non-U.S.
Lender, unless the Borrower reasonably determines that it is required by law to
withhold or deduct any amounts from any payments made to such Non-U.S. Lender
pursuant to this Agreement. A Non-U.S. Lender shall not be required to deliver
any form or statement pursuant to the immediately preceding sentences in this
subsection 2.15(b) that such Non-U.S. Lender is not legally able to deliver (it
being understood and agreed that the Borrower shall withhold or deduct such
amounts from any payments made to such Non-U.S. Lender that the Borrower
reasonably determines are required by law and that payments resulting from a
failure to comply with this paragraph (b) shall not be subject to payment or
indemnity by the Borrower pursuant to subsection 2.15(a)). If any Credit Party
other than the Borrower makes any payment to any Non-U.S. Lender under any
Credit Document, the foregoing provisions of this subsection 2.15 shall apply to
such Non-U.S. Lender and such Credit Party as if such Credit Party were the
Borrower (but a Non-U.S. Lender shall not be required to provide any form or
make any statement to any such Credit Party unless such Non-U.S. Lender has
received a request to do so from such Credit Party and has a reasonable time to
comply with such request).

             (c) If a Lender shall become aware that it is entitled to receive a
refund (whether by way of a direct payment or by offset) in respect of a
Non-Excluded Tax paid by the Borrower, which refund, in the good faith judgment
of such Lender, is allocable to such payment made pursuant to this Section, it
shall promptly notify the Borrower of the availability of such refund and shall,
within 30 days after the receipt of a request from the Borrower, apply for such
refund at the Borrower's sole expense. If any Lender receives such refund (as
described in the preceding sentence), it shall repay the amount of such refund
(together with any interest received thereon) to the Borrower if all the
payments due under this Section has been paid in full.

         2.16 Indemnity. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any loss or expense which such Lender may sustain
or incur as a consequence of (a) default by the Borrower in making a borrowing
of, conversion into or continuation of Eurodollar Loans after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of Eurodollar Loans on a day which
is not the last day of an Interest Period with respect thereto (but excluding
loss of margin). Such indemnification under this subsection 2.16 may include an
amount equal to the excess, if any, of (i) the amount of interest which would
have accrued on the amount so prepaid, or not so borrowed, converted or
continued, for the period from the date of such prepayment or of such failure to
borrow, convert or continue to the last day of such Interest Period (or, in the
case of a failure to borrow, convert or continue, the Interest Period that would
have commenced on the date of such failure) in each case at the applicable rate
of interest for such Loans provided for



                                       40
<PAGE>

herein (but excluding loss of margin) over (ii) the amount of interest (as
reasonably determined by such Lender) which would have accrued to such Lender on
such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank eurodollar market. Each Lender claiming any
payment pursuant to this subsection 2.16 shall do so by giving notice thereof to
the Borrower and the Administrative Agent (showing calculation of the amount
claimed in reasonable detail) within 60 Business Days after a failure to borrow,
convert or continue Eurodollar Loans, or to prepay, after notice or after a
prepayment of Eurodollar Loans on a day which is not the last day of an Interest
Period therefor. This covenant shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.

         2.17 Replacement of Lenders. If at any time (a) the Borrower becomes
obligated to pay additional amounts described in subsections 2.13, 2.14 or 2.15
as a result of any condition described in such subsections, (b) any Lender
ceases to make Eurodollar Loans pursuant to subsection 2.13, (c) any Lender
becomes insolvent and its assets become subject to a receiver, liquidator,
trustee, custodian or other Person having similar powers or (d) any Lender
becomes a "Nonconsenting Lender" (hereinafter defined), then the Borrower may,
on five (5) Business Days' prior written notice to the Administrative Agent and
such Lender, replace such Lender by causing such Lender to (and such Lender
shall) assign pursuant to subsection 10.6 all of its rights and obligations
under this Agreement to a Lender or other entity selected by the Borrower and
acceptable to the Administrative Agent for a purchase price equal to the
outstanding principal amount of such Lender's Loans and all accrued interest and
fees and other amounts payable hereunder (including amounts payable under
subsection 2.16 as though such Loans were being paid instead of being
purchased); provided that (i) the Borrower shall have no right to replace the
Administrative Agent, (ii) neither the Administrative Agent nor any Lender shall
have any obligation to the Borrower to find a replacement Lender, (iii) in the
event of a replacement of a Nonconsenting Lender or a Lender to which the
Borrower becomes obligated to pay additional amounts under one of the
subsections described in clause (a) above, in order for the Borrower to be
entitled to replace such a Lender, such replacement must take place no later
than 180 days after (A) the date the Nonconsenting Lender shall have notified
the Borrower and the Administrative Agent of its failure to agree to any
requested consent, waiver or amendment or (B) the Lender shall have demanded
payment of additional amounts under one of the subsections described in clause
(a) above, as the case may be, and (iv) in no event shall the Lender hereby
replaced be required to pay or surrender to its replacement Lender or other
entity any of the fees received by such Lender hereby replaced pursuant to this
Agreement. In the case of a replacement of a Lender to which the Borrower
becomes obligated to pay additional amounts pursuant to this subsection 2.17,
the Borrower shall pay such additional amounts to such Lender prior to such
Lender being replaced and the payment of such additional amounts shall be a
condition to the replacement of such Lender. In the event that (x) the Borrower
or the Administrative Agent has requested the Lenders to consent to a departure
or waiver of any provisions of the Credit Documents or to agree to any amendment
thereto, (y) the consent, waiver or amendment in question requires the agreement
of all Lenders in accordance with the terms of subsection 10.1 and (z) the
Required Lenders have agreed to such consent, waiver or amendment, then any
Lender who does not agree to such consent, waiver or amendment shall be deemed a
"Nonconsenting Lender."



                                       41
<PAGE>

         2.18 Certain Fees. The Borrower agrees to pay to the Administrative
Agent, for its own account, the non-refundable fees at the times and in the
amounts as set forth in that certain fee letter between the Administrative Agent
and the Borrower dated on or about August 11, 1998.

         2.19 Certain Rules Relating to the Payment of Additional Amounts.

             (a) Upon the request, and at the expense, of the Borrower, each
Lender to which the Borrower is required to pay any additional amount pursuant
to subsection 2.14 or 2.15 shall reasonably afford the Borrower the opportunity
to contest, and reasonably cooperate with the Borrower in contesting, the
imposition of any Non-Excluded Taxes or other amounts giving rise to such
payment; provided that (i) such Lender shall not be required to afford the
Borrower the opportunity to so contest unless the Borrower shall have confirmed
in writing to such Lender its obligation to pay such amounts pursuant to this
Agreement and (ii) the Borrower shall reimburse such Lender for its reasonable
attorneys' and accountants' fees and disbursements incurred in so cooperating
with the Borrower in contesting the imposition of such Non-Excluded Taxes.

             (b) Each Lender agrees that if it makes any demand for payment
under subsection 2.14 or 2.15(a), or if any adoption or change of the type
described in subsection 2.13 shall occur with respect to it, it will use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions and so long as such efforts would not be disadvantageous to it, as
determined in its reasonable discretion) to designate a different lending office
if the making of such a designation would allow the Lender to continue to make
and maintain Eurodollar Loans and would reduce or obviate the need for the
Borrower to make payments under subsection 2.14 or 2.15(a), or would eliminate
or reduce the effect of any adoption or change described in subsection 2.13.

                          SECTION 3. LETTERS OF CREDIT

         3.1 L/C Commitment.

             (a) Subject to the terms and conditions hereof, the Issuing Lender,
in reliance on the agreements of the Revolving Credit Lenders set forth in
subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") for
the account of the Borrower on any Business Day during the Revolving Credit
Commitment Period in such form as may be approved from time to time by the
Issuing Lender; provided that the Issuing Lender shall have no obligation to
issue any Letter of Credit if, after giving effect to such issuance, (x) the L/C
Obligations would exceed the Revolving Credit Commitment or (y) the Available
Commitment with respect to Revolving Credit Loans of all Revolving Credit
Lenders less the aggregate principal amount of the Swing Line Loans then
outstanding would be less than zero.

             (b) Each Domestic L/C shall (i) be denominated in Dollars, (ii) be
a Performance L/C or a Financial L/C issued to support obligations of the
Borrower or any of its Subsidiaries, contingent or otherwise, or be a commercial
letter of credit for the purchase of goods and (iii) expire no later than the
fifth Business Day prior to the Termination Date.



                                       42
<PAGE>

             (c) Each Foreign L/C shall (i) be denominated in an Alternative
Currency, (ii) be a Performance L/C or a Financial L/C issued to support
obligations of the Borrower or any of its Subsidiaries, contingent or otherwise,
or be a commercial letter of credit for the purchase of goods, and (iii) expire
no later than the fifth Business Day prior to the Termination Date. For purposes
of this Agreement, the amount deemed outstanding under each Foreign L/C at any
time, and the amount of the Borrower's Reimbursement Obligations under
subsection 3.5 for any amounts paid by the Issuing Lender in connection with any
Foreign L/C, shall be the Dollar Equivalent, as determined on the most recent
Calculation Date, of (x) such Letter of Credit or (y) the Reimbursement Amount
(as defined in Subsection 3.5(a)), as applicable.

             (d) Each Letter of Credit shall be subject to the Uniform Customs
and, to the extent not inconsistent therewith, Domestic L/Cs shall also be
subject to the laws of the State of New York.

             (e) The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit hereunder if (i) such issuance would conflict with, or
cause the Issuing Lender or any L/C Participant to exceed any limits imposed by,
any applicable Requirement of Law or any policies of the Issuing Lender or (ii)
in the case of any Foreign L/C, it has determined that it cannot provide such
Letter of Credit in the applicable Alternative Currency.

         3.2 Procedure for Issuance of Letters of Credit. The Borrower may from
time to time request that the Issuing Lender issue a Letter of Credit at any
time prior to the fifth Business Day prior to the Termination Date by delivering
to the Issuing Lender with a copy to the Administrative Agent at its address for
notices specified herein an Application therefor, completed to the satisfaction
of the Issuing Lender, and such other certificates, documents and other papers
and information as the Issuing Lender may reasonably request. Upon receipt of
any Application, the Issuing Lender will process such Application and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event shall the
Issuing Lender be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed by the Issuing Lender and the Borrower. The Issuing
Lender shall furnish a copy of such Letter of Credit to the Borrower and the
Administrative Agent (with copies for each Lender) promptly following the
issuance thereof.

         3.3 Fees, Commissions and Other Charges.

             (a) The Borrower shall pay to the Administrative Agent, for the
account of the Issuing Lender and the L/C Participants, a letter of credit fee
with respect to each Letter of Credit, computed for the period from and
including the date of issuance of such Letter of Credit to the expiration date
of such Letter of Credit at a rate per annum equal to (i) in the case of any
such Letter of Credit issued as a Performance L/C, one-half (1/2) of the
Applicable Margin then in effect for Eurodollar Loans, of the Dollar Equivalent
of the aggregate face amount of such Letters of Credit outstanding and (ii) in
the case of any other Letter of Credit (except for the type described in clause
(i) above), the Applicable Margin then in effect for Eurodollar Loans, of the


                                       43
<PAGE>

Dollar Equivalent of the aggregate face amount of such Letters of Credit
outstanding, payable, in each such case, in arrears on each L/C Fee Payment Date
and on the Termination Date; provided, that, with respect to any Foreign L/C,
the Dollar Equivalent of the face amount of such Letter of Credit shall be
recalculated on each Calculation Date during the period that such Letter of
Credit is outstanding. Such fees shall be payable to the Administrative Agent to
be shared ratably among the Revolving Credit Lenders in accordance with their
respective Commitment Percentages. In addition, the Borrower shall pay to the
Issuing Lender, for its sole account, a fee equal to 0.125% per annum of the
Dollar Equivalent of the aggregate face amount of all outstanding Letters of
Credit payable quarterly in arrears on each L/C Fee Payment Date and on the
Termination Date; provided, that, with respect to any Foreign L/C, the Dollar
Equivalent of the face amount of such Letter of Credit shall be recalculated on
each Calculation Date during the period that such Letter of Credit is
outstanding.

             (b) In addition to the foregoing fees and commissions, the Borrower
shall pay or reimburse the Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by the Issuing Lender in issuing,
effecting payment under, amending or otherwise administering any Letter of
Credit.

             (c) The Administrative Agent shall, promptly following its receipt
thereof, distribute to the Issuing Lender and the relevant L/C Participants all
fees and commissions received by the Administrative Agent for their respective
accounts pursuant to this subsection.

         3.4 L/C Participation.

             (a) The Issuing Lender irrevocably agrees to sell and hereby sells
to each L/C Participant, and, to induce the Issuing Lender to issue Letters of
Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase
and hereby accepts and purchases from the Issuing Lender, on the terms and
conditions hereinafter stated, for such L/C Participant's own account and risk
an undivided interest equal to such L/C Participant's Commitment Percentage from
time to time in effect in the Issuing Lender's obligations and rights under each
Letter of Credit issued hereunder and the amount of each draft paid by the
Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably
agrees with the Issuing Lender that, if a draft is paid under any Letter of
Credit for which the Issuing Lender is not reimbursed in full by the Borrower in
accordance with the terms of this Agreement or any such reimbursement payment
received by the Issuing Lender is avoided or required to be returned in
accordance with applicable law, such L/C Participant shall pay to the Issuing
Lender upon demand in Dollars at the Issuing Lender's address for notices
specified herein an amount equal to such L/C Participant's then Commitment
Percentage of the Dollar Equivalent of the amount of such draft (determined on
the date such draft is paid), or any part thereof, which is not so indefeasibly
reimbursed; provided that, if such demand is made prior to 11:00 A.M., New York
City time, on a Business Day, such L/C Participant shall make such payment to
the Issuing Lender prior to the end of such Business Day and otherwise such L/C
Participant shall make such payment on the next succeeding Business Day.

             (b) If any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to subsection 3.4(a) in respect of any portion of any
payment made by the



                                       44
<PAGE>

Issuing Lender under any Letter of Credit is paid to the Issuing Lender within
three Business Days after the date such payment is due, such L/C Participant
shall pay to the Issuing Lender on demand an amount equal to the product of (i)
such amount, times (ii) the daily average Federal Funds Effective Rate, as
quoted by the Issuing Lender, during the period from and including the date such
payment is required to the date on which such payment is immediately available
to the Issuing Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is
360. If any such amount required to be paid by any L/C Participant pursuant to
subsection 3.4(a) is not in fact made available to the Issuing Lender by such
L/C Participant within three Business Days after the date such payment is due,
the Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to Base Rate Loans hereunder. A certificate of the
Issuing Lender submitted to any L/C Participant with respect to any amounts
owing under this subsection shall be conclusive in the absence of manifest
error.

             (c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with subsection 3.4(a), the Issuing
Lender receives any payment related to such Letter of Credit (whether directly
from the Borrower or otherwise, including proceeds of collateral applied thereto
by the Issuing Lender), or any payment of interest on account thereof, the
Issuing Lender will, if such payment is received prior to 11:00 A.M., New York
City time, on a Business Day, distribute to such L/C Participant its pro rata
share thereof prior to the end of such Business Day and otherwise the Issuing
Lender will distribute such payment on the next succeeding Business Day;
provided, however, that in the event that any such payment received by the
Issuing Lender and distributed to the L/C Participants shall be required to be
returned by the Issuing Lender, each such L/C Participant shall return to the
Issuing Lender the portion thereof previously distributed by the Issuing Lender
to it.

         3.5 Reimbursement Obligation of the Borrower.

             (a) The Borrower agrees to reimburse the Issuing Lender on the same
Business Day on which the Issuing Lender notifies the Borrower of the date and
amount of a draft presented under any Letter of Credit and paid by the Issuing
Lender provided such notice is received by 1:00 P.M., New York City time, on
such Business Day, and the next Business Day if such notice is received after
such time. The Issuing Lender shall provide notice to the Borrower on each
Business Day on which a draft is presented indicating the Dollar Equivalent of
the amount of (i) such draft so paid (and, in the case of a Foreign L/C, the
amount of such draft so paid stated in the applicable Alternative Currency) and
(ii) any taxes, fees, charges or other costs or expenses incurred by the Issuing
Lender in connection with such payment ((i) and (ii) collectively with any
interest accruing pursuant to paragraph (b) below, the "Reimbursement Amount").
Each such payment shall be made to the Issuing Lender at its address for notices
specified herein in lawful money of the United States of America and in
immediately available funds; provided, that, with respect to any Reimbursement
Obligations of the Borrower arising from the presentment to the Issuing Lender
of a draft under a Foreign L/C, the Borrower may make payment in the applicable
Alternative Currency if such payment is received by the Issuing Lender on the
date such draft is paid by the Issuing Lender.



                                       45
<PAGE>

             (b) Interest shall be payable on the Dollar Equivalent of any and
all amounts remaining unpaid by the Borrower under this subsection from the date
a draft presented under any Letter of Credit is paid by the Issuing Lender until
payment in full (i) at the rate which would be payable on any Loans that are
Base Rate Loans at such time until such payment is required to be made pursuant
to subsection 3.5(a), and (ii) thereafter, at the rate which would be payable on
any Loans that are Base Rate Loans at such time which were then overdue.

             (c) For the avoidance of doubt, subject to the provisos in the
third sentence of subsection 2.12(a) and the last sentence of subsection 3.5(a)
of this Agreement, all payments due from the Borrower hereunder in respect of
Foreign L/Cs (and Reimbursement Obligations in connection therewith) shall be
made in Dollars as provided in subsection 2.12 of this Agreement.

         3.6 Obligations Absolute.

             (a) The Borrower's obligations under subsection 3.5(a) shall be
absolute and unconditional under any and all circumstances and irrespective of
any set-off, counterclaim or defense to payment which the Borrower may have or
have had against the Issuing Lender, any L/C Participant or any beneficiary of a
Letter of Credit.

             (b) The Borrower also agrees with the Issuing Lender that the
Issuing Lender shall not be responsible for, and the Borrower's Reimbursement
Obligations under subsection 3.5(a) shall not be affected by, among other
things, (i) the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged (unless the Issuing Lender has knowledge of such
invalidity, fraud or forgery), (ii) any dispute between or among the Borrower
and any beneficiary of any Letter of Credit or any other party to which such
Letter of Credit may be transferred, or (iii) any claims whatsoever of the
Borrower against any beneficiary of such Letter of Credit or any such
transferee.

             (c) Neither the Issuing Lender nor any L/C Participant shall be
liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with
any Letter of Credit, except for errors or omissions caused by the Issuing
Lender's gross negligence or willful misconduct.

             (d) The Borrower agrees that any action taken or omitted by the
Issuing Lender under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards of care specified in the Uniform
Commercial Code of the State of New York, shall be binding on the Borrower and
shall not result in any liability of the Issuing Lender or any L/C Participant
to the Borrower.

         3.7 Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify the
Borrower and the Administrative Agent of the date and the Dollar Equivalent of
the amount thereof (and, in the case of a Foreign L/C, the amount thereof stated
in the applicable Alternative Currency). If any draft shall be presented for
payment under any Letter of Credit, the responsibility of the Issuing Lender to
the



                                       46
<PAGE>

Borrower in connection with such draft shall, in addition to any payment
obligation expressly provided for in such Letter of Credit, be limited to
determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment appear on their face to be
in conformity with such Letter of Credit.

         3.8 Application. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 3, the provisions of this Section 3 shall govern and control.

         3.9 Determination of Exchange Rate. On each Calculation Date with
respect to each outstanding Foreign L/C, the Issuing Lender shall determine the
Exchange Rate as of such Calculation Date with respect to the applicable
Alternative Currency and shall promptly notify the Administrative Agent and the
Borrower thereof and of the Dollar Equivalent of all Foreign L/Cs outstanding on
such Calculation Date. The Exchange Rate so determined shall become effective on
such Calculation Date and shall remain effective until the next succeeding
Calculation Date.

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

             To induce the Agents, the Issuing Lender, the Swing Line Lender and
the Lenders to enter into this Agreement and to make the Loans and issue or
participate in the Letters of Credit, the Borrower hereby represents and
warrants to the Agents, the Issuing Lender, the Swing Line Lender and each
Lender that:

         4.1 Financial Condition.

             (a) The following financial statements concerning Borrower and its
Subsidiaries have been delivered to the Agents and the Lenders and have been
prepared in accordance with GAAP consistently applied throughout the periods
covered (except as disclosed therein and except, with respect to unaudited
financial statements, for the absence of footnotes and normal year-end audit
adjustments) and present fairly in all material respects the financial position
of the Persons covered thereby as at the dates thereof and the results of their
operations and cash flows for the periods then ended:

                  (i) The audited consolidated balance sheets at December 31,
         1998 and the related statements of income and cash flows of Borrower
         and its Subsidiaries for the fiscal year then ended, certified by
         PricewaterhouseCoopers L.L.P.

                  (ii) The unaudited condensed consolidated balance sheet(s) at
         September 30, 1999 and the related statement(s) of income and cash
         flows of Borrower and its Subsidiaries for the fiscal quarter then
         ended.

             (b) The unaudited pro forma consolidated balance sheet of the
Borrower and its consolidated Subsidiaries which has been delivered pursuant to
subsection 5.1(o) has been prepared based on the best information available to
the Borrower as of the date of delivery thereof and presents fairly on a pro
forma basis the estimated financial position of the Borrower and its
consolidated Subsidiaries, as December 31, 1999, adjusted to give effect to the
acquisition



                                       47
<PAGE>

by Borrower of (i) the Training Devices and Training Systems ("TDTS") assets of
Raytheon, Inc., and (ii) the assets of Honeywell Inc.'s Traffic Alert and
Collision Avoidance System product line.

         4.2 No Change. Since September 30, 1999 there has been no development,
event or circumstance which has had or could reasonably be expected to have a
Material Adverse Effect.

         4.3 Corporate Existence; Compliance with Law. Each of Holdings, the
Borrower and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
the corporate power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is, or will be on or before the
date set forth in subsection 6.12, duly qualified as a foreign corporation and
in good standing under the laws of each jurisdiction where its ownership, lease
or operation of property or the conduct of its business requires such
qualification, except to the extent that the failure to so qualify could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect and (d)
is in compliance with all Requirements of Law except to the extent that the
failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.

         4.4 Corporate Power; Authorization; Enforceable Obligations. Each of
Holdings, the Borrower and its Subsidiaries has the corporate power and
authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party and, in the case of the Borrower, to borrow
hereunder and has taken all necessary corporate action to authorize the
borrowings on the terms and conditions of this Agreement and to authorize the
execution, delivery and performance of such Credit Documents. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
borrowings hereunder or with the execution, delivery, performance, validity or
enforceability of the Credit Documents to which the Borrower and each other
Credit Party is a party, except those referred to in subsections 4.17 and 6.13
and those set forth on Schedule 4.4. This Agreement has been, and each other
Credit Document will be, duly executed and delivered on behalf of the Borrower
and each other Credit Party. This Agreement constitutes, and each other Credit
Document to which it is a party when executed and delivered will constitute, a
legal, valid and binding obligation of each Credit Party thereto enforceable
against each such Credit Party, as the case may be, in accordance with its
terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

         4.5 No Legal Bar. Except as set forth on Schedule 4.5 or as could not
reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect, the execution, delivery and performance of each Credit Document,
the borrowing and use of the proceeds of the Loans and the consummation of the
transactions contemplated by the Credit Documents: (a) will not violate any
Requirement of Law or any Contractual Obligation applicable to or binding upon
Holdings, the Borrower or any Subsidiary of the Borrower or any of their
respective properties or assets and (b) will not result in the creation or
imposition of any Lien on any of its properties or



                                       48
<PAGE>

assets pursuant to any Requirement of Law applicable to it or any of its
Contractual Obligations, except for the Liens arising under the Pledge
Agreements.

         4.6 No Material Litigation. Except as set forth on Schedule 4.6, no
litigation by, investigation by, or proceeding of or before any arbitrator or
any Governmental Authority is pending or, to the knowledge of the Borrower,
overtly threatened by or against the Borrower or any of its Subsidiaries or
against any of its or their respective properties or revenues with respect to
any Credit Document or any of the transactions contemplated hereby or thereby or
which could reasonably be expected to have a Material Adverse Effect.

         4.7 No Default. Neither Holdings, the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

         4.8 Ownership of Property; Liens. Each of Holdings, the Borrower and
its Subsidiaries (i) has good record and insurable title in fee simple to, or a
valid leasehold interest in, all its material real property, (ii) has good title
to, or a valid leasehold interest in, all its other material property and (iii)
none of such property in clauses (i) and (ii) is or shall be subject to any Lien
except as permitted by subsection 7.3.

         4.9 Intellectual Property. Holdings, the Borrower and each of its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
which could not reasonably be expected to have a Material Adverse Effect (the
"Intellectual Property"). To the best of the Borrower's knowledge, and except as
set forth on Schedule 4.9, no claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does the
Borrower know of any valid basis for any such claim which could reasonably be
expected to have a Material Adverse Effect. The use of such Intellectual
Property by Holdings, the Borrower and its Subsidiaries does not infringe on the
rights of any Person, except for such claims and infringements that, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

         4.10 Taxes. Except as set forth on Schedule 4.10, each of Holdings, the
Borrower and its Subsidiaries has filed or caused to be filed all material tax
returns which, to the knowledge of the Borrower, are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other material taxes,
fees or other charges imposed on it or any of its property by any Governmental
Authority (other than any the amount or validity of which are currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of Holdings,
the Borrower or its Subsidiaries, as the case may be); no tax Lien has been
filed, and, to the knowledge of the Borrower, no claim is being asserted, with
respect to any such tax, fee or other charge.



                                       49
<PAGE>

         4.11 Federal Regulations. No part of the proceeds of any Loans will be
used for "purchasing" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation U of the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect.

         4.12 ERISA. The Borrower has provided to the Agents a true and correct
copy of all agreements, arrangements and understandings relating to the transfer
of Plans from the Seller to the Borrower (the "Transfer Agreements"). The
Transfer Agreements are in full force and effect and have not been waived or
modified without the consent of the Agents (which shall not be unreasonably
withheld) except to the extent any such waiver or modification, singly or in the
aggregate, could not be reasonably expected to have a Material Adverse Effect.
Except as could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect, no Reportable Event has occurred with respect to
any Single Employer Plan, all contributions required to be made with respect to
a Plan have been timely made; none of the Borrower or any of its Subsidiaries
nor any Commonly Controlled Entity has incurred any material liability to or on
account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or
4980 of the Code or expects to incur any liability (including any indirect,
contingent or secondary liability) under any of the foregoing Sections with
respect to any Plan; no termination or, or institution of proceedings to
terminate or appoint a trustee to administer, a Single Employer Plan has
occurred; and each Plan has complied in all material respects with the
applicable provisions of ERISA and the Code (except that with respect to any
Multiemployer Plan, such representation is deemed made only to the knowledge of
the Borrower). No "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA), extension of any amortization
period (within the meaning of Section 412 of the Code) or Lien in favor of the
PBGC or a Plan has arisen or has occurred during the five-year period prior to
the date on which this representation is made or deemed made with respect to any
Single Employer Plan. As of the last annual valuation date prior to the date on
which this representation is made or deemed made, the fair market value of the
assets available for benefits under each Single Employer Plan did not exceed the
actuarial present value of all accumulated benefit obligations under such Plan
by more than $20,000,000, all as determined in accordance with Statement of
Financial Accounting Standards No. 87. Neither the Borrower nor any Commonly
Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan for which there is any outstanding liability, and neither the
Borrower nor any Commonly Controlled Entity would become subject to any
liability under ERISA if the Borrower or any such Commonly Controlled Entity
were to withdraw completely from all Multiemployer Plans as of the valuation
date most closely preceding the date on which this representation is made or
deemed made in an amount which would be reasonably likely to have a Material
Adverse Effect. To the best knowledge of the Borrower, no such Multiemployer
Plan is in Reorganization or Insolvent.

         4.13 Investment Company Act; Other Regulations. None of the Borrower or
any of its Subsidiaries is an "investment company," or a company "controlled" by
an "investment company," within the meaning of the Investment Company Act of
1940, as amended. None of the Borrower or any of its subsidiaries is not subject
to regulation under any Federal or State statute or regulation (other than
Regulation X of the Board of Governors of the Federal Reserve System) which
limits its ability to incur Indebtedness.



                                       50
<PAGE>

         4.14 Subsidiaries. The Subsidiaries of the Borrower and their
respective jurisdictions of incorporation shall be as set forth on Schedule
4.14.

         4.15 Purpose of Loans. The proceeds of the Loans shall be used by the
Borrower (i) to pay fees and expenses related to the preparation and negotiation
of this Agreement and the other Credit Documents and (ii) for general corporate
and working capital purposes in the ordinary course of business of the Borrower
and its Subsidiaries, including, without limitation, the making of Investments
permitted under subsection 7.9.

         4.16 Environmental Matters. Except insofar as any exception to any of
the following, or any aggregation of such exceptions, is not reasonably likely
to result in a Material Adverse Effect:

             (a) The facilities and properties owned, leased or operated
Holdings, by the Borrower or any of its Subsidiaries (the "Properties") do not
contain, and have not previously contained, any Materials of Environmental
Concern in amounts or concentrations which (i) constitute or constituted a
violation of, or (ii) could reasonably be expected to give rise to liability
under, any applicable Environmental Law.

             (b) None of Holdings, the Borrower nor any of its Subsidiaries has
received any written notice of violation, alleged violation, non-compliance,
liability or potential liability regarding environmental matters or compliance
with Environmental Laws with regard to any of the Properties or the Business,
nor does the Borrower have knowledge or reason to believe that any such notice
will be received or is being threatened.

             (c) Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a location
which could reasonably be expected to give rise to liability under, any
applicable Environmental Law, nor have any Materials of Environmental Concern
been generated, treated, stored or disposed of at, on or under any of the
Properties in violation of, or in a manner that could reasonably be expected to
give rise to liability under, any applicable Environmental Law.

             (d) No judicial proceeding or governmental or administrative action
is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which Holdings, the Borrower or any Subsidiary is or, to
the knowledge of the Borrower, will be named as a party or with respect to the
Properties or the Business, nor are there any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other administrative
or judicial requirements outstanding under any Environmental Law with respect to
the Properties or the Business.

             (e) There has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations of Holdings, the Borrower or any Subsidiary in connection with
the Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could reasonably give rise to liability under any
applicable Environmental Laws.



                                       51
<PAGE>

             (f) The Properties and all operations at the Properties are in
compliance, and have in the last 3 years been in compliance, in all material
respects with all applicable Environmental Laws, and there is no contamination
at, under or about the Properties or violation of any applicable Environmental
Law with respect to the Properties or the business operated by Holdings, the
Borrower or any of its Subsidiaries (the "Business") which could materially
interfere with the continued operation of the Properties or materially impair
the fair saleable value thereof.

             (g) Holdings, the Borrower and its Subsidiaries hold and are in
compliance with all Environmental Permits necessary for their operations.

         4.17 Collateral Documents. Upon execution and delivery thereof by the
parties thereto, each Pledge Agreement will be effective to create in favor of
the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid
and enforceable security interest in the pledged stock described therein and,
when stock certificates representing or constituting the pledged stock described
therein are delivered to the Administrative Agent, together with undated stock
powers executed in blank therefor, such security interest shall, subject to the
existence of Permitted Liens, constitute a perfected first lien on, and security
interest in, all right, title and interest of the pledgor party thereto in the
pledged stock described therein.

         4.18 Accuracy and Completeness of Information. No fact is known to
Holdings, the Borrower or any of its Subsidiaries which has had or could
reasonably be expected to have a Material Adverse Effect, which has not been
disclosed to the Lenders by Holdings, the Borrower or its Subsidiaries in
writing prior to the date hereof. Neither Holdings, the Borrower nor any
Subsidiary of the Borrower is aware of any material liability of the Borrower or
any of its Subsidiaries which is not fully disclosed in the most recent
financial statements delivered to the Agents and Lenders pursuant to subsections
4.1 and 6.1 hereto.

         4.19 Labor Matters. There are no strikes pending or, to the Borrower's
knowledge, overtly threatened against Holdings, the Borrower or any of its
Subsidiaries which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. The hours worked and payments made
to employees of Holdings, the Borrower and each of its Subsidiaries (and their
predecessors) have not been in violation of the Fair Labor Standards Act or any
other applicable Requirement of Law, except to the extent such violations could
not, or in the aggregate, be reasonably expected to have a Material Adverse
Effect.

                        SECTION 5. CONDITIONS PRECEDENT

         5.1 Conditions to Effectiveness. This Agreement shall not be effective
until the following conditions precedent have been satisfied or waived in
writing by the Administrative Agent and the Requisite Class Lenders:

             (a) Credit Documents. The Administrative Agent shall have received
(i) this Agreement, (ii) the Guarantees and (iii) the Pledge Agreements, in each
case executed, duly acknowledged and delivered by duly authorized officers of
each party thereto, with a counterpart or a conformed copy for each Lender.
Notwithstanding the foregoing, no Immaterial Subsidiary



                                       52
<PAGE>

or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary
Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the capital
stock of or equity interests in any Foreign Subsidiary of the Borrower or any of
its Subsidiaries if more than 65% of the assets of such Subsidiary are
securities of foreign companies (such determination to be made on the basis of
fair market value), shall be required to be pledged hereunder.

             (b) Fees and Expenses. The Agents, the Arrangers and the Lenders
shall have received all fees, expenses and other consideration required to be
paid on or before the Closing Date and all attorneys fees and disbursements
incurred by the Agents in connection with this Agreement shall have been paid on
or before the Closing Date.

             (c) Good Standing Certificates. The Administrative Agent shall have
received certificates of good standing for each Credit Party issued by the
Secretary of State (or other relevant governmental officers) of the jurisdiction
of incorporation of each Credit Party.

             (d) Consents, Authorizations and Filings, Etc. All consents,
authorizations and filings, if any, required in connection with the execution,
delivery and performance by the Credit Parties, and the validity and
enforceability against the Credit Parties, of the Credit Documents to which any
of them is a party, shall have been obtained or made, and such consents,
authorizations and filings shall be in full force and effect, except such
consents, authorizations and filings, the failure to obtain which would not have
a Material Adverse Effect.

             (e) Insurance. The Lenders shall have received (i) a reasonably
satisfactory schedule describing all insurance maintained by the Borrower and
its Subsidiaries pursuant to subsection 6.5, and (ii) binders (or other
customary evidence as to the obtaining and maintenance by the Borrower and its
Subsidiaries of such insurance) for each policy set forth on such schedule
insuring against casualty and other usual and customary risks.

             (f) Litigation. On the Closing Date, there shall be no actions,
suits or proceedings pending or threatened against any Credit Party (a) with
respect to this Agreement or any other Credit Document or any Transaction
Document or the transactions contemplated hereby or thereby or (b) which the
Agents or the Required Lenders shall determine could reasonably be expected to
have a Material Adverse Effect.

             (g) Borrowing Certificate. If any Loan is to be requested on the
Closing Date, the Administrative Agent shall have received, with a counterpart
for each Lender, a certificate of the Borrower, dated the Closing Date,
substantially in the form of Exhibit D, with appropriate insertions and
attachments, reasonably satisfactory in form and substance to the Administrative
Agent, executed by the President or any Vice President and the Secretary or any
Assistant Secretary of the Borrower.

             (h) Corporate Proceedings of the Borrower. The Administrative Agent
shall have received, with a counterpart for each Lender, a copy of the
resolutions, in form and substance reasonably satisfactory to the Administrative
Agent, of the Board of Directors of the Borrower authorizing (i) the execution,
delivery and performance of the Credit Documents to which it is a party, (ii)
the borrowings contemplated hereunder, and (iii) the stock pledges



                                       53
<PAGE>

pursuant to the Borrower Pledge Agreement, certified by the Secretary or an
Assistant Secretary of the Borrower as of the Closing Date, which certificate
shall be in form and substance reasonably satisfactory to the Administrative
Agent and shall state that the resolutions thereby certified have not been
amended, modified, revoked or rescinded.

             (i) Borrower Incumbency Certificate. The Administrative Agent shall
have received, with a counterpart for each Lender, a Certificate of the
Borrower, dated the Closing Date, as to the incumbency and signature of the
officers of the Borrower executing any Credit Document reasonably satisfactory
in form and substance to the Administrative Agent, executed by the President or
any Vice President and the Secretary or any Assistant Secretary of the Borrower.

             (j) Corporate Proceedings of Other Credit Parties. The
Administrative Agent shall have received, with a counterpart for each Lender, a
copy of the resolutions, in form and substance satisfactory to the
Administrative Agent, of the Board of Directors of each Credit Party (other than
the Borrower) authorizing (i) the execution, delivery and performance of the
Credit Documents to which it is a party, and (ii) the granting by it of the
Liens created pursuant to the Pledge Agreements to which it is a party,
certified by the Secretary or an Assistant Secretary of each such Credit Party
as of the Closing Date, which certificate shall be in form and substance
reasonably satisfactory to the Administrative Agent and shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded.

             (k) Credit Party Incumbency Certificates. The Administrative Agent
shall have received, with a counterpart for each Lender, a certificate of each
Credit Party (other than the Borrower), dated the Closing Date, as to the
incumbency and signature of the officers of such Credit Party executing any
Credit Document, reasonably satisfactory in form and substance to the
Administrative Agent, executed by the President or any Vice President and the
Secretary or any Assistant Secretary of each such Credit Party.

             (l) Corporate Documents. The Administrative Agent shall have
received, with a counterpart for each Lender, true and complete copies of the
certificate of incorporation and by-laws of each Credit Party, certified as of
the Closing Date as complete and correct copies thereof by the Secretary or an
Assistant Secretary of the such Credit Party.

             (m) Legal Opinions. The Administrative Agent shall have received,
with a counterpart for each Lender the executed legal opinion of each of Simpson
Thacher and Bartlett, special counsel to the Credit Parties, and Christopher C.
Cambria, Vice President - General Counsel and Secretary of the Borrower and
counsel to the other Credit Parties, substantially in the form of Exhibits C-1
and C-2, respectively. Each such legal opinion shall cover such other matters
incident to the transactions contemplated by this Agreement as the Agents may
reasonably require.

             (n) Pledged Stock; Stock Powers. The Administrative Agent shall
have received the certificates representing the shares pledged pursuant to each
of the Pledge Agreements together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor
thereof.



                                       54
<PAGE>

             (o) Pro Forma Financials. The Lenders shall have received a
reasonably satisfactory unaudited pro forma consolidated balance sheet of the
Borrower and its Subsidiaries as of December 31, 1999 which shall present
fairly, in all material respects, on a pro forma basis, the estimated financial
condition of the Borrower and its Subsidiaries as of such date, as adjusted to
give effect to acquisition by Borrower of (i) the Training Devices and Training
Systems ("TDTS") assets of Raytheon, Inc., and (ii) the assets of Honeywell
Inc.'s Traffic Alert and Collision Avoidance System product line.

             (p) Projections. Each Lender shall have received financial
projections of the Borrower in form and substance reasonably satisfactory to the
Agents prepared by the Borrower.

             (q) No Default. No Default or Event of Default shall have occurred
and be continuing.

             (r) Facility B Credit Agreement. All conditions set forth in
clauses (a) through (q) of subsection 5.1 of the Facility B Credit Agreement
shall have been satisfied or waived in writing by the Facility B Lenders
required to affect a waiver of such condition.

             (s) Facility C Credit Agreement. All conditions set forth in
clauses (a) through (q) and (t) through (w) of subsection 5.1 of the Facility C
Credit Agreement shall have been satisfied or waived in writing by the Facility
C Lenders required to affect a waiver of such condition.

         5.2 Conditions to Each Extension of Credit. The agreement of each
Lender to make any extension of credit (including the issuance of any Letter of
Credit) requested to be provided by it on any date (including, without
limitation, its initial Loan and Letter(s) of Credit but excluding Revolving
Credit Loans made to repay Refunded Swing Line Loans) is subject to the
satisfaction of the following conditions precedent:

             (a) Representations and Warranties. Each of the representations and
warranties made by any Credit Party in or pursuant to the Credit Documents shall
be true and correct in all material respects on and as of such date as if made
on and as of such date, except for any representation and warranty which is
expressly made as of an earlier date, which representation and warranty shall
have been 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 such date or will occur or exist after giving effect to the
extensions of credit requested to be made on such date. Borrower shall not be in
violation of Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred
Stock) of any of the Indenture, the New Subordinated Debt Indenture or the
December 1998 Subordinated Debt Indenture on such date nor will such a violation
occur or exist after giving effect to the extensions of credit requested to be
made on such date.

             (c) Additional Matters. All corporate and other proceedings, and
all documents, instruments and other legal matters in connection with the
transactions contemplated



                                       55
<PAGE>

by this Agreement and the other Credit Documents shall be satisfactory in form
and substance to the Agents, and the Administrative Agent shall have received
such other documents and legal opinions in respect of any aspect or consequence
of the transactions contemplated hereby or thereby as it shall reasonably
request.

             Each borrowing by, and each Letter of Credit issued on behalf of,
the Borrower hereunder shall constitute a representation and warranty by the
Borrower as of the date thereof that the conditions contained in this subsection
have been satisfied.

                        SECTION 6. AFFIRMATIVE COVENANTS

             The Borrower hereby agrees that, so long as the Commitments remain
in effect or any amount is owing to any Lender or any Agent hereunder or under
any other Credit Document, the Borrower shall and (except in the case of
delivery of financial information, reports and notices) shall cause each of its
Subsidiaries to:

         6.1 SEC Filings. The Borrower will file on a timely basis with the SEC,
to the extent such filings are accepted by the SEC and whether or not the
Borrower has a class of securities registered under the Exchange Act, the annual
reports, quarterly reports (including with respect to the fourth quarter of each
fiscal year) and other documents that the Borrower would be required to file if
the Borrower were subject to section 13(a) or 15(d) of the Exchange Act. The
Borrower will also be required (i) to deliver to the Administrative Agent and
each Lender, copies of such reports and documents within five days after the
date on which the Borrower files such reports and documents with the SEC or the
date on which the Borrower would be required to file such reports and documents
if the Borrower were so required and (ii) if filing such reports and documents
with the SEC is not accepted by the SEC or is prohibited under the Exchange Act,
to promptly notify the Administrative Agent in writing of the occurrence of any
such event and to supply at the Borrower's cost copies of such reports and
documents to the Administrative Agent and any Lender upon request.

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

         6.2 Certificates; Other Information. Furnish to the Administrative
Agent with copies for each Lender:

             (a) concurrently with the delivery of the financial statements
referred to in subsection 6.1, a certificate of the independent certified public
accountants reporting on such financial statements stating that, in performing
their audit, nothing came to their attention that caused them to believe that
the Borrower failed to comply with the provisions of subsection 7.1, except as
specified in such certificate;

             (b) concurrently with the delivery of the financial statements
referred to in subsection 6.1, a certificate of a Responsible Officer stating
that, to the best of such Officer's



                                       56
<PAGE>

knowledge, during such period (i) no Subsidiary has been formed or acquired (or,
if any such Subsidiary has been formed or acquired, the Borrower has complied
with the requirements of subsection 6.10 with respect thereto) and (ii) such
Officer has obtained no knowledge of any Default or Event of Default except as
specified in such certificate;

             (c) concurrently with the delivery of financial statements pursuant
to subsection 6.1, a certificate of a Responsible Officer of the Borrower
setting forth, in reasonable detail, the computations, as applicable, of (i) the
Debt Ratio and (ii) the financial covenants set forth in subsection 7.1, as of
such last day or for the fiscal period then ended, as the case may be;

             (d) not later than 60 days after the end of each fiscal year of the
Borrower, a copy of the projections by the Borrower of the operating budget and
cash flow budget of the Borrower and its Subsidiaries for the succeeding fiscal
year, such projections to be accompanied by a certificate of a Responsible
Officer to the effect that such projections have been prepared on the basis of
sound financial planning practice and that such Officer has no reason to believe
they are incorrect or misleading in any material respect;

             (e) within five days after the same are sent, copies of all
financial statements and reports which the Borrower or Holdings sends to its
stockholders; and

             (f) promptly, such additional financial and other information as
any Lender may from time to time reasonably request.

         6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Borrower or its Subsidiaries, as the case may be.

         6.4 Conduct of Business; Maintenance of Existence and Property;
Compliance with Law. Except as permitted by subsection 7.5 and subsection 7.6,
(a) continue to engage in business of the same general type as now conducted by
it; (b) preserve, renew and keep in full force and effect its corporate
existence and take all reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its business; (c)
keep all property useful and necessary in its business in good working order and
condition (ordinary wear and tear and damage by fire and/or other casualty or
taking by condemnation excepted) except if (i) in the reasonable business
judgment of the Borrower or such Subsidiary, as the case may be, it is in its
best economic interest not to preserve and maintain such rights, privileges or
franchises, and (ii) such failure to preserve and maintain such privileges,
rights or franchises would not materially adversely affect the rights of the
Lenders hereunder or the value of the Collateral, and except as otherwise
permitted pursuant to subsection 7.5; and (d) comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, be reasonably expected to have a Material
Adverse Effect.

         6.5 Insurance. The Borrower will, and will cause each of its
Subsidiaries to maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against



                                       57
<PAGE>

such risks as are customarily maintained by companies of similar stature engaged
in the same or similar businesses operating in the same or similar locations.

         6.6 Inspection of Property; Books and Records; Discussions. Keep proper
books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records (except to the
extent any such access is restricted by a Requirement of Law) at any reasonable
time on a Business Day and as often as may reasonably be desired and to discuss
the business, operations, properties and financial and other condition of the
Borrower and its Subsidiaries with officers and employees of the Borrower and
its Subsidiaries and with its independent certified public accountants; provided
that the Administrative Agent or such Lender shall notify the Borrower prior to
any contact with such accountants and give the Borrower the opportunity to
participate in such discussions; provided, further, that the Borrower shall
notify the Administrative Agent of any such visits, inspections or discussions
prior to each occurrence thereof.

         6.7 Notices. Promptly give notice to the Administrative Agent and each
Lender of:

             (a) the occurrence of any Default or Event of Default;

             (b) any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries, (ii) litigation,
investigation or proceeding which may exist at any time between the Borrower or
any of its Subsidiaries and any Governmental Authority, which in either case, if
not cured or if adversely determined, as the case may be, could reasonably be
expected to have a Material Adverse Effect or (iii) any material asset sale
(describing in reasonable detail the assets sold, the consideration received
therefor and the proposed use of the proceeds thereof);

             (c) any other litigation or proceeding affecting the Borrower or
any of its Subsidiaries in which the amount involved is $7,500,000 or more and
not covered by insurance or in which injunctive or similar relief is sought; and

             (d) the following events, as soon as possible and in any event
within 45 days after the Borrower knows or has reason to know thereof: (i) the
incurrence of an accumulated funding deficiency or the filing of an application
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,
the creation of any Lien in favor of the PBGC or a Plan, the occurrence of any
"Trigger Event" (as defined in the Transfer Agreements) and the reassumption by
the Seller of sponsorship of any Single Employer Plan, (ii) except where such
event or liability could not reasonably be expected to have a Material Adverse
Effect, the occurrence or expected occurrence of any Reportable Event with
respect to any Plan (other than a Multiple Employer Plan), or any withdrawal
from, or the termination, Reorganization or Insolvency of, any Multiemployer
Plan, or a failure to make any required contribution to a Plan, (iii) the
institution of proceedings by the PBGC with respect to the withdrawal from, or
the terminating, Reorganization or Insolvency of, any Single



                                       58
<PAGE>

Employer Plan or Multiemployer Plan or (iv) except as could not reasonably be
expected to have a Material Adverse Effect, the institution of proceedings or
the taking of any other action with respect to the withdrawal from or
termination of any Single Employer Plan;

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.

         6.8 Environmental Laws.

             (a) (i) Comply in all material respects with all Environmental Laws
applicable to it, and obtain, comply in all material respects with and maintain
any and all material Environmental Permits necessary for its operations as
conducted and as planned; and (ii) take all reasonable efforts to ensure that
all of its tenants, subtenants, contractors, subcontractors, and invitees comply
in all material respects with all applicable Environmental Laws, and obtain,
comply in all material respects with and maintain any and all material
Environmental Permits, applicable to any of them. Notwithstanding the foregoing,
upon learning of any actual or suspected noncompliance, the Borrower or one or
more of its Subsidiaries, as appropriate, shall promptly undertake all
reasonable efforts to achieve material compliance.

             (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions in each case required under
applicable Environmental Laws and promptly comply in all material respects with
all lawful orders and directives of all Governmental Authorities regarding
applicable Environmental Laws except to the extent that the same are being
contested in good faith by appropriate proceedings and the pendency of such
proceedings could not be reasonably expected to have a Material Adverse Effect.

         6.9 Further Assurances. Upon the reasonable request of the
Administrative Agent, promptly perform or cause to be performed any and all acts
and execute or cause to be executed and delivered any and all documents which
are necessary or advisable to maintain in favor of the Administrative Agent, for
the benefit of the Lenders, Liens on the Collateral that are duly perfected in
accordance with all applicable Requirements of Law.

         6.10 Additional Collateral.

             (a) With respect to any Capital Stock of any newly created or
acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary
acquired after the Original Closing Date by the Borrower or any of its
Subsidiaries that is intended to be subject to the Lien created by any of the
Pledge Agreements but which is not so subject, promptly (and in any event within
30 days after the acquisition thereof): (i) execute and deliver to the
Administrative Agent such amendments to the relevant Pledge Agreements or such
other documents as the Administrative Agent shall deem necessary or advisable to
grant to the Administrative Agent, for the benefit of the Lenders, a Lien on
such Capital Stock, (ii) take all actions necessary or advisable to cause such
Lien to be duly perfected in accordance with all applicable Requirements of Law,
including delivering all such original certificates evidencing such Capital
Stock to the Administrative Agent together with undated stock powers executed in



                                       59
<PAGE>

blank therefor, and (iii) if requested by the Administrative Agent or the
Required Lenders, deliver to the Administrative Agent legal opinions relating to
the matters described in clauses (i) and (ii) immediately preceding, which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent. Notwithstanding the foregoing, the
Borrower shall not be required to grant to the Administrative Agent a Lien upon
the Capital Stock of any Immaterial Subsidiary.

             (b) With respect to any Person that, subsequent to the Original
Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly
(and in any event within 30 days after such Person becomes a Subsidiary): (i)
cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement
and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent
or the Required Lenders, deliver to the Administrative Agent legal opinions
relating to the matters described in clause (i) immediately preceding, which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent. Notwithstanding the foregoing, no
Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to
execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than
65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the
Borrower or any of its Subsidiaries if more than 65% of the assets of such
Subsidiary are securities of foreign companies (such determination to be made on
the basis of fair market value), shall be required to be pledged hereunder.

         6.11 [Intentionally Omitted.]

         6.12 Foreign Jurisdictions. Maintain due qualification as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification, except to the extent that the failure to so qualify
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

         6.13 Government Contracts. The Borrower and its Subsidiaries shall
apply for and maintain all material facility security clearances and personnel
security clearances required of the Borrower under all Requirements of Law to
perform and deliver under any and all Government Contracts and as otherwise may
be necessary to continue to perform the business of the Borrower and its
Subsidiaries.

         6.14 Lien Searches. Not later than 45 days following the Closing Date,
the Borrower shall deliver to the Administrative Agent the results of a search
of Uniform Commercial Code, tax and judgment filings made with respect to each
of the Borrower and its Subsidiaries (other than any Immaterial Subsidiaries) in
each jurisdiction in which the Borrower or such applicable Subsidiary maintains
its principal place of business or any material assets and a certificate of a
Responsible Officer certifying that such lien search results do not disclose any
Liens, except for Liens permitted hereunder.



                                       60
<PAGE>

                         SECTION 7. NEGATIVE COVENANTS

             The Borrower hereby agrees that, so long as any portion of the
Commitments remain in effect or any amount is owing to any Lender or any of the
Agents hereunder or under any other Credit Document, the Borrower shall not, and
(except with respect to subsection 7.1), shall not permit any of its
Subsidiaries to, directly or indirectly:

         7.1 Financial Condition Covenants.

             (a) Debt Ratio. Permit the Debt Ratio at the last day of any fiscal
quarter to be greater than the ratio set forth below opposite the fiscal quarter
during which such fiscal quarter occurs:

             Fiscal Quarter Ending                        Ratio

             December 31, 1999                            4.75

             March 31, 2000                               4.75
             June 30, 2000                                4.75
             September 30, 2000                           4.50
             December 31, 2000                            4.50

             March 31, 2001                               4.50
             June 30, 2001                                4.50
             September 30, 2001                           3.75
             December 31, 2001                            3.75

             March 31, 2002                               3.75
             June 30, 2002                                3.75
             September 30, 2002                           3.25
             and thereafter

             (b) Interest Coverage. Permit the ratio of (i) Consolidated EBITDA
to (ii) Consolidated Cash Interest Expense during any Test Period to be less
than the ratio set forth opposite such period below (such ratio, the "Interest
Coverage Ratio"):

             Test Period                         Interest Coverage Ratio

             10/1/99 - 12/31/99                           2.25

             1/1/00  -  3/31/00                           2.25
             4/1/00  -  6/30/00                           2.25
             7/1/00  -  9/30/00                           2.50
             10/1/00 - 12/31/00                           2.50

             1/1/01  -  3/31/01                           2.50
             4/1/01  -  6/30/01                           2.50



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<PAGE>

             7/1/01  -  9/30/01                           2.75
             10/1/01 - 12/31/01                           2.75

             1/1/02  -  3/31/02                           2.75
             4/1/02  -  6/30/02                           2.75
             7/1/02  -  9/30/02                           3.00
             10/1/02  - and thereafter                    3.00

         7.2 Limitation on Indebtedness. Create, incur, assume or suffer to
exist any Indebtedness (including in respect of Interest Rate Agreements),
except:

             (a) Indebtedness of the Borrower under this Agreement and the
Facility B Credit Agreement and the Facility C Credit Agreement;

             (b) Indebtedness of the Borrower incurred to finance the
acquisition of fixed or capital assets (whether pursuant to a loan, a Financing
Lease or otherwise) in an aggregate principal amount not exceeding $25,000,000
at any time outstanding;

             (c) Indebtedness assumed in connection with any Investment
permitted pursuant to subsection 7.9(k) hereof;

             (d) additional Indebtedness of the Borrower not exceeding
$50,000,000 in aggregate principal amount at any one time outstanding (of which
up to $35,000,000 may be secured by Liens permitted pursuant to subsection
7.3(i) hereof);

             (e) Indebtedness of the Borrower in respect of not more than (i)
$225,000,000 principal amount of Subordinated Notes issued on the April 30, 1997
and (ii) $180,000,000 principal amount of New Subordinated Notes issued on May
22, 1998 and (iii) $200,000,000 principal amount of December 1998 Subordinated
Notes issued on or about December 8, 1998;

             (f) the Indebtedness of the Borrower and its Subsidiaries
outstanding on the Original Closing Date and reflected on Schedule 7.2(f), and
refundings or refinancings thereof, provided that no such refunding or
refinancing shall shorten the maturity or increase the principal amount of the
original Indebtedness;

             (g) Guarantee Obligations permitted by subsection 7.4;

             (h) the incurrence by any Credit Party of intercompany Indebtedness
between or among the Credit Parties; provided, however, that if the Borrower is
the obligor on such Indebtedness, such Indebtedness is expressly subordinated to
the prior payment in full in cash of all Obligations;

             (i) Indebtedness secured by Permitted Liens;

             (j) Indebtedness of the Borrower or any of its Subsidiaries (other
than as described under subsection 7.2(a) above) incurred in connection with the
issuance of any surety bonds, performance letters of credit or other similar
performance bonds required pursuant to any



                                       62
<PAGE>

Contractual Obligation or Requirement of Law to which Borrower or any of its
Subsidiaries are subject in an aggregate principal amount not exceeding
$100,000,000 at any time outstanding, less, without duplication, the aggregate
amount of then existing Guarantee Obligations permitted under 7.4(g); and

             (k) Up to $30,000,000 of purchase money Indebtedness the proceeds
of which are utilized to acquire the real property (including improvements
thereon) and related assets currently utilized by the Borrower's communications
systems - west division in Salt Lake City, Utah, on terms reasonably
satisfactory to the Agents.

         7.3 Limitation on Liens. Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except for:

             (a) Liens for taxes not yet due or which are being contested in
good faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained on the books of the Borrower or its Subsidiaries,
as the case may be, in conformity with GAAP;

             (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business which
are not overdue for a period of more than 60 days or which are being contested
in good faith by appropriate proceedings;

             (c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self-insurance
arrangements;

             (d) deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature incurred
in the ordinary course of business;

             (e) easements, rights-of-way, zoning restrictions, other
restrictions and other similar encumbrances previously or hereafter incurred in
the ordinary course of business which, in the aggregate, are not substantial in
amount and which do not in any case materially detract from the value of the
property subject thereto or materially interfere with the ordinary conduct of
the business of the Borrower or such Subsidiary;

             (f) Liens in existence on the date hereof listed on Schedule
7.3(f), securing Indebtedness permitted by subsection 7.2(f), provided that no
such Lien is expanded to cover any additional property (other than
after-acquired title in or on such property and proceeds of the existing
collateral in accordance with the instrument creating such Lien) after the
Closing Date and that the amount of Indebtedness secured thereby is not
increased and extensions, renewals or replacements thereof provided that no such
extension, renewal or replacement shall shorten the fixed maturity or increase
the principal amount of the original Indebtedness; and provided, further, that
the assets of the Borrower and its Subsidiaries encumbered by such Liens are
existing equipment and other existing tangible assets;

             (g) Liens securing Indebtedness of the Borrower and its
Subsidiaries permitted by subsections 7.2(b) and 7.2(k) incurred to finance the
acquisition of fixed or capital assets,



                                       63
<PAGE>

provided that (i) such Liens shall be created substantially simultaneously with
the acquisition of such fixed or capital assets, (ii) such Liens do not at any
time encumber any property other than the property financed by such Indebtedness
(other than after acquired title in or on such property and proceeds of the
existing collateral in accordance with the instrument creating such Lien) and
(iii) the principal amount of Indebtedness secured by any such Lien shall at no
time exceed 100% of the original purchase price of such property of such
property at the time it was acquired;

             (h) Liens on the property or assets of a corporation which becomes
a Subsidiary after the date hereof securing Indebtedness permitted by subsection
7.2(c), provided that (i) such Liens existed at the time such corporation became
a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is
not expanded to cover any property or assets of such corporation after the time
such corporation becomes a Subsidiary (other than after acquired title in or on
such property and proceeds of the existing collateral in accordance with the
instrument creating such Lien), and (iii) the amount of Indebtedness secured
thereby is not increased;

             (i) Liens (not otherwise permitted hereunder) which secure
obligations not exceeding (as to the Borrower and all Subsidiaries) $35,000,000
in aggregate amount at any time outstanding;

             (j) Liens created pursuant to the Pledge Agreements;

             (k) Liens on the property of the Borrower or any of its
Subsidiaries in favor of landlords securing licenses, subleases or leases
entered into in the ordinary course of business;

             (l) licenses, leases or subleases permitted hereunder granted to
other Persons not interfering in any material respect in the business of the
Borrower or any of its Subsidiaries;

             (m) so long as no Default or Event of Default shall have occurred
and be continuing under clause (f) of Section 8, attachment or judgment Liens in
an aggregate amount outstanding at any one time not in excess of $7,500,000;

             (n) Liens arising from precautionary Uniform Commercial Code
financing statement filings with respect to operating leases or consignment
arrangements entered into by the Borrower, or any of its subsidiaries in the
ordinary course of business; and

             (o) Liens in favor of a banking institution arising by operation of
law encumbering deposits (including the right of set-off) held by such banking
institutions incurred in the ordinary course of business and which are within
the general parameters customary in the banking industry.

         7.4 Limitation on Guarantee Obligations. Create, incur, assume or
suffer to exist any Guarantee Obligation except:

             (a) Guarantee Obligations in existence on the date hereof and
listed on Schedule 7.4 and extensions, renewals and replacements thereof,
provided, however, that no such extension, renewal or replacement shall shorten
the fixed maturity or increase the principal amount of the Indebtedness
guaranteed by the original guarantee;



                                       64
<PAGE>

             (b) Guarantee Obligations incurred after the date hereof in an
aggregate amount not to exceed $30,000,000 at any one time outstanding for the
Borrower and its Subsidiaries;

             (c) guarantees made by the Subsidiaries of the Borrower pursuant to
the Subordinated Debt Documents and the New Subordinated Debt Documents and the
December 1998 Subordinated Debt Documents;

             (d) Guarantee Obligations under the Credit Documents and the
Facility B Credit Documents and the Facility C Credit Document;

             (e) L/C Obligations and the Facility B L/C Obligations;

             (f) Guarantee Obligations of the Borrower or any Subsidiary in
respect of obligations of a Subsidiary permitted to be incurred by such
Subsidiary by this Agreement; and

             (g) Guarantee Obligations in respect of surety bonds and/or
performance letters of credit which shall not exceed $100,000,000 at any time
less, without duplication, the amount of outstanding Indebtedness permitted
under subsection 7.2(j).

         7.5 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except:

             (a) any Subsidiary of the Borrower may be merged or consolidated
with or into the Borrower (provided that the Borrower shall be the continuing or
surviving corporation) or with or into any one or more wholly owned Subsidiaries
of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall
be the continuing or surviving corporations); and

             (b) any wholly owned Subsidiary may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to the Borrower or any other wholly owned Subsidiary of the Borrower
that is a Credit Party.

         7.6 Limitation on Sale of Assets. Convey, sell, lease, assign, transfer
or otherwise dispose of any of its property, business or assets (including,
without limitation, receivables and leasehold interests), whether now owned or
hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares
of such Subsidiary's Capital Stock to any Person other than the Borrower or any
wholly owned Subsidiary, except:

             (a) the sale or other disposition of obsolete or worn out property
in the ordinary course of business;

             (b) the sale of any property or assets not otherwise permitted by
this subsection 7.6; provided that the Net Proceeds thereof shall be applied
pursuant to subsection 2.6(b)(ii);



                                       65
<PAGE>

             (c) as permitted pursuant to subsection 7.5(b);

             (d) the sale, lease, transfer or exchange of inventory in the
ordinary course of business;

             (e) transfers resulting from any casualty or condemnation of
property or assets;

             (f) intercompany sales or transfers of assets made in the ordinary
course of business;

             (g) licenses, leases or subleases of tangible property in the
ordinary course of business;

             (h) any consignment arrangements or similar arrangements for the
sale of assets in the ordinary course of business;

             (i) the sale or discount of overdue accounts receivable arising in
the ordinary course of business, but only in connection with the compromise or
collection thereof; and

             (j) the conveyance, sale, assignment or contribution to any new
Subsidiary of the Borrower or any existing Subsidiary of the Borrower assets of
the Borrower or any Subsidiary of the Borrower not exceeding five percent (5%)
of the Consolidated Total Assets.

         7.7 Limitation on Dividends. Declare or pay any dividend (other than
dividends payable solely in common stock of the Borrower) 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 Capital Stock of the Borrower or any warrants or
options to purchase any such Capital Stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the Borrower or
any Subsidiary other than Permitted Stock Payments.

         7.8 Limitation on Capital Expenditures. Make or commit to make (by way
of the acquisition of securities of a Person or otherwise) any expenditure in
respect of the purchase or other acquisition of fixed or capital assets
(excluding any such asset acquired in connection with normal replacement and
maintenance programs properly charged to current operations) except for capital
expenditures in the ordinary course of business not exceeding $45,000,000 in the
aggregate for the Borrower and its Subsidiaries during any fiscal year of the
Borrower; provided, that up to 50% of any such amount not so expended in the
fiscal year for which it is permitted above may be carried over for expenditure
in the next following fiscal year; provided, further, that Borrower and/or its
Subsidiaries may exceed the annual limit on capital expenditures set forth above
by utilizing any amounts available for Investments permitted under subsection
7.9(k) hereto to fund such additional Capital Expenditures.

         7.9 Limitation on Investments, Loans and Advances. Make any advance,
loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or



                                       66
<PAGE>

other securities of or any assets constituting a business unit of, or make any
other investment in, any Person ("Investments"), except:

             (a) extensions of trade credit in the ordinary course of business;

             (b) investments in Cash Equivalents;

             (c) loans to officers of the Borrower listed on Schedule 7.9(c) in
aggregate principal amounts outstanding not to exceed the respective amounts set
forth for such officers on said Schedule;

             (d) loans and advances to employees of the Borrower or its
Subsidiaries for travel, entertainment and relocation expenses in the ordinary
course of business in an aggregate amount for the Borrower and its Subsidiaries
not to exceed $1,000,000 at any one time outstanding;

             (e) investments by the Borrower in its Subsidiaries that are Credit
Parties and investments by such Subsidiaries in the Borrower and in other
Subsidiaries that are Credit Parties;

             (f) so long as no Event of Default has occurred and is continuing,
loans by the Borrower to its employees (other than any Principals or their
Related Parties) in connection with (i) management incentive plans, (ii)
management stock purchase plans, and (iii) obligations of employee
option-holders of Storm Control Systems, Inc. to fund the exercise of such
options, which loans in (i), (ii) and (iii) in the aggregate do not exceed
$5,000,000;

             (g) Investments in existence on the Original Closing Date set forth
on Schedule 7.9(g) and extensions, renewals, modifications or restatements or
replacements thereof; provided that no such extension, renewal, modification or
restatement shall increase the amount of the original loan, advance or
investment;

             (h) promissory notes and other similar non-cash consideration
received by the Borrower and its Subsidiaries in connection with the
dispositions permitted by subsection 7.6(b);

             (i) Investments permitted by subsection 7.6(b) and subsection
7.6(j);

             (j) Investments (including debt obligations and Capital Stock)
received in connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of delinquent obligations of, and other disputes
with, customers and suppliers arising in the ordinary course of business;

             (k) Investments made at any time from and after the Original
Closing Date to acquire (i) all or any portion of the Capital Stock, or all or
any portion of the assets, of any Person (other than the Borrower or any of its
Subsidiaries) that is engaged in a Similar Business, or (ii) all or
substantially all of the assets of any division of any Person (other than the
Borrower or any of its Subsidiaries) that is engaged in a Similar Business;
provided, that, (a) if such Investment is an acquisition of a majority of the
Voting Stock of any Person, such Person's board



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of directors or similar governing body shall have approved such acquisition and
(b) at the time of each such Investment described above in clauses (i) and (ii)
(both before and after giving effect to such Investment), there shall exist no
Default or Event of Default and the aggregate consideration paid (regardless of
form, including in the case of an acquisition of assets, any assumed
obligations) in connection with all Investments made pursuant to this subsection
7.9(k) shall not exceed the New Investment Sublimit (without deducting therefrom
(w) the portion of any purchase price for any Investment funded with Capital
Stock of Holdings, (x) consideration paid by the Borrower in connection with the
acquisition of SPD Technologies pursuant to the SPD Technologies Acquisition
Agreement, (y) consideration not exceeding $92 million paid by Borrower in
connection with the acquisition of Microdyne Corporation and (z) any
consideration paid prior to December 8, 1998 by the Borrower in connection with
any Investment which is listed on Schedule 7.9(k) hereto); provided, further,
that in connection with each individual, or series of related, Investments made
pursuant to this subsection 7.9(k), Borrower shall deliver to the Administrative
Agent, on or prior to the date which is one Business Day prior to the
consummation of such Investment or Investments, a certificate of a Responsible
Officer that certifies that no Default or Event of Default has occurred and is
continuing or will be caused as a result of consummating such proposed
Investment.

         7.10 Limitation on Optional Payments and Modifications of Instruments
and Agreements.

             (a) Make any optional payment or prepayment on or redemption or
purchase of, or deliver any funds to any trustee for the prepayment, redemption
or defeasance of, any Subordinated Debt or amend, modify or change, or consent
or agree to any amendment, modification or change to any of the material terms
of any such Subordinated Debt Documents, New Subordinated Debt Documents or
December 1998 Subordinated Debt Documents (other than any such amendment,
modification or change which would extend the maturity or reduce the amount of
any payment of principal thereof or which would reduce the rate or extend the
date for payment of interest thereon).

             (b) Amend its Constitutional Documents in any manner which could
adversely affect the rights of the Lenders under the Credit Documents or their
ability to enforce the same.

             (c) Modify or amend, or waive any provision or condition contained
in, any of the Transaction Documents in any manner that could reasonably be
expected to be adverse to the Lenders.



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         7.11 Limitation on Transactions with Affiliates.

             (a) Enter into any transaction, including, without limitation, any
purchase, sale, lease or exchange of property or the rendering of any service,
with any Affiliate unless such transaction is (i) otherwise permitted under this
Agreement, (ii) in the ordinary course of the Borrower's or such Subsidiary's
business and (iii) upon fair and reasonable terms no less favorable to the
Borrower or such Subsidiary, as the case may be, than it would obtain in a
comparable arm's length transaction with a Person which is not an Affiliate.

             (b) In addition, notwithstanding the foregoing, the Borrower and
its Subsidiaries shall be entitled to make the following payments and/or to
enter into the following transactions:

                 (i) the payment of reasonable and customary fees and
         reimbursement of expenses payable to directors of the Borrower and
         Holdings;

                 (ii) the employment arrangements with respect to the
         procurement of services of directors, officers and employees in the
         ordinary course of business and the payment of reasonable fees in
         connection therewith;

                 (iii) payments to directors and officers of the Borrower and
         its Subsidiaries in respect of the indemnification of such Persons in
         such respective capacities from and against any and all liabilities,
         obligations, losses, damages, penalties, actions, judgments, suits,
         costs, expenses or disbursements, as the case may be, pursuant to the
         Constitutional Documents or other corporate action of the Borrower or
         its Subsidiaries, respectively, or pursuant to applicable law; and

                 (iv) transactions described in the Transaction Documents.

         7.12 Limitation on Sales and Leasebacks. Enter into any arrangement
with any Person providing for the leasing by the Borrower or any Subsidiary of
real or personal property which has been or is to be sold or transferred by the
Borrower or such Subsidiary to such Person or to any other Person to whom funds
have been or are to be advanced by such Person on the security of such property
or rental obligations of the Borrower or such Subsidiary; provided that the
Borrower may enter into a sale and leaseback transaction if the Borrower could
have (a) incurred Indebtedness in an amount equal to the Attributable Debt
relating to such sale and leaseback transaction and (b) incurred a Lien to
secure such Indebtedness, in each case in accordance with the restrictions
contained in this Agreement and the other Credit Documents.

         7.13 Limitation on Changes in Fiscal Year. Permit the fiscal year of
the Borrower to end on a day other than December 31.

         7.14 Limitation on Negative Pledge Clauses. Enter into with any Person
any agreement, other than (a) this Agreement, the Facility B Credit Agreement
and the Facility C Credit Agreement, (b) the Subordinated Debt Documents, the
New Subordinated Debt Documents or the December 1998 Subordinated Debt
Documents, and (c) any industrial revenue bonds, purchase money mortgages or
Financing Leases permitted by this Agreement (in which



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<PAGE>

cases, any prohibition or limitation shall only be effective against the assets
financed thereby other than after acquired title in or on such property and
proceeds of the existing collateral in accordance with the instrument creating
such Lien), which prohibits or limits the ability of the Borrower or any of its
Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired.

         7.15 Limitation on Lines of Business. Enter into any business, either
directly or through any Subsidiary (other than an Immaterial Subsidiary), except
for Similar Businesses.

         7.16 Designated Senior Debt. Designate any Indebtedness or other
obligation, other than Indebtedness under the Credit Documents, as "Designated
Senior Debt," as such term is defined in the Indenture as in effect on the April
30, 1997, the New Subordinated Debt Indenture as in effect on May 22, 1998 or
the December 1998 Subordinated Debt Indenture as in effect on the December 8,
1998, or any comparable designation that confers upon the holders of such
Indebtedness or other obligation (or any Person acting on their behalf) the
right to initiate blockage periods under the Indenture, the New Subordinated
Debt Indenture or the December 1998 Subordinated Debt Indenture or any other
Indebtedness or other obligation of the Borrower and its Subsidiaries (other
than as a result of a payment default).

                          SECTION 8. EVENTS OF DEFAULT

             If any of the following events shall occur and be continuing:

             (a) The Borrower shall fail to pay any principal of any Loan or any
Reimbursement Obligation when due in accordance with the terms thereof or
hereof; or the Borrower shall fail to pay any interest on any Loan, or any other
amount payable hereunder, within five days after any such interest or other
amount becomes due in accordance with the terms thereof or hereof;

             (b) Any representation or warranty made or deemed made by the
Borrower or any other Credit Party herein or in any other Credit Document or
which is contained in any certificate, document or financial or other statement
furnished by it at any time under or in connection with this Agreement or any
such other Credit Document shall prove to have been incorrect in any material
respect on or as of the date made or deemed made;

             (c) The Borrower or any other Credit Party shall default in the
observance or performance of any agreement contained in Section 7 or subsection
6.7(a) of this Agreement, Section 4 of the Parent Guarantee, Section 4 of the
Subsidiary Guarantee, Section 4 of the Parent Pledge Agreement, Section 4 of the
Borrower Pledge Agreement, or Section 4 of the Subsidiary Pledge Agreement;

             (d) The Borrower or any other Credit Party shall default in the
observance or performance of any other agreement contained in this Agreement or
any other Credit Document (other than as provided in paragraphs (a) through (c)
of this Section), and such default shall continue unremedied for a period of 30
days;



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             (e) The Borrower or any of its Subsidiaries shall (i) default (x)
in any payment of principal of or interest of any Indebtedness (other than the
Loans, the L/C Obligations and any intercompany debt) or Interest Rate Agreement
Obligations or (y) in the payment of any Guarantee Obligation (excluding any
guaranties of the Obligations), beyond the period of grace, if any, provided in
the instrument or agreement under which such Indebtedness, Interest Rate
Agreement Obligation or Guarantee Obligation was created; or (ii) default in the
observance or performance of any other agreement or condition relating to any
such Indebtedness, Interest Rate Agreement Obligation or Guarantee Obligation or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee
Obligation (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity or such Guarantee
Obligation to become payable; provided, however, that no Default or Event of
Default shall exist under this paragraph unless (i) the aggregate amount of
Indebtedness, Interest Rate Agreement Obligations and/or Guarantee Obligations
in respect of which any default or other event or condition referred to in this
paragraph shall have occurred shall be equal to at least $7,500,000 and (ii)
such default continues for a period in excess of 10 days;

             (f) (i) Holdings, the Borrower or any of its Subsidiaries shall
commence any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator
or other similar official for it or for all or any substantial part of its
assets, or Holdings, the Borrower or any of its Subsidiaries shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against Holdings, the Borrower or any of its Subsidiaries any case,
proceeding or other action of a nature referred to in clause (i) above which (A)
results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of
60 days; or (iii) there shall be commenced against the Holdings, Borrower or any
of its Subsidiaries any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against all or
any substantial part of its assets which results in the entry of an order for
any such relief which shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or (iv) Holdings,
the Borrower or any of its Subsidiaries shall take any action in furtherance of,
or indicating its consent to, approval of, or acquiescence in, any of the acts
set forth in clause (i), (ii), or (iii) above; or (v) Holdings, the Borrower or
any of its Subsidiaries shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become due;

             (g) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly
Controlled Entity, (iii) a Reportable Event shall occur with



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respect to, or proceedings shall commence to have a trustee appointed, or a
trustee shall be appointed, to administer or to terminate, any Single Employer
Plan, which Reportable Event or commencement of proceedings or appointment of a
trustee is, in the reasonable opinion of the Required Lenders, reasonably likely
to result in the termination of such Plan for purposes of Title IV of ERISA,
(iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA,
(v) the Borrower or any Commonly Controlled Entity shall, or in the reasonable
opinion of the Required Lenders is likely to, incur any liability in connection
with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
Plan or (vi) any other similar event or condition shall occur or exist with
respect to a Plan that is not in the ordinary course; and in each case in
clauses (i) through (vi) above, such event or condition, together with all other
such events or conditions, if any, could reasonably be expected to have a
Material Adverse Effect;

             (h) One or more judgments or decrees shall be entered against
Holdings, the Borrower or any of its Subsidiaries involving in the aggregate a
liability (not paid or fully covered by insurance (which coverage has been
acknowledged by the appropriate insurers)) of $7,500,000 or more, and all such
judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 60 days from the entry thereof;

             (i) (i) Any of the Pledge Agreements shall cease, for any reason,
to be in full force and effect (unless released by the Administrative Agent at
the direction of the requisite Lenders or as otherwise permitted under this
Agreement or the other Credit Documents), or the Borrower or any other Credit
Party which is a party to any of the Pledge Agreements shall so assert or (ii)
the Lien created by any of the Pledge Agreements shall cease to be enforceable
and of the same effect and priority purported to be created thereby (and, if
such invalidity is such so as to be amenable to cure without materially
disadvantaging the position of the Administrative Agent and the Lenders, as the
case may be, as secured parties thereunder, the Credit Party shall have failed
to cure such invalidity within 30 days after notice from the Administrative
Agent);

             (j) The Guarantee Obligation of any Credit Party under the Credit
Documents shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Credit Party or any Person acting on behalf of any Credit Party, shall deny or
disaffirm its obligations under such Guarantee Obligation;

             (k) There shall have occurred a Change in Control; or

             (l) An "Event of Default" as defined in the Facility B Credit
Agreement and/or the Facility C Credit Agreement shall have occurred and be
continuing;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section above with respect to the
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) and the Notes
shall immediately become due and payable, and (B) if such event is any other
Event of Default, either or both of the following actions may be taken: (i) with
the consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative



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Agent shall, by notice to the Borrower declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii) with
the consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice of
default to the Borrower, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement (including, without
limitation, all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents
required thereunder) and the Notes to be due and payable forthwith, whereupon
the same shall immediately become due and payable.

             With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration
pursuant to the preceding paragraph, the Borrower shall at such time deposit in
a cash collateral account opened by the Administrative Agent an amount equal to
the Dollar Equivalent of the aggregate then undrawn and unexpired amount of such
Letters of Credit. The Borrower hereby grants to the Administrative Agent, for
the benefit of the Issuing Lender and the L/C Participants (and the benefit of
each such "Issuing Lender" and the "L/C Participants" as defined in the Facility
B Credit Agreement), a security interest in such cash collateral to secure all
obligations of the Borrower under this Agreement, the Facility B Credit
Agreement, the other Credit Documents and the other Facility B Credit Documents.
Amounts held in such cash collateral account shall be applied by the
Administrative Agent in accordance with subsection 2.12 hereof. The Borrower
shall execute and deliver to the Administrative Agent, for the account of the
Issuing Lender and the L/C Participants (and each applicable "Issuing Lender"
and the "L/C Participants" as defined in the Facility B Credit Agreement), such
further documents and instruments as the Administrative Agent may request to
evidence the creation and perfection of the within security interest in such
cash collateral account.

             EXCEPT AS EXPRESSLY PROVIDED ABOVE IN THIS SECTION, PRESENTMENT,
DEMAND, PROTEST AND ALL OTHER NOTICES OF ANY KIND ARE HEREBY EXPRESSLY WAIVED.

                      SECTION 9. THE AGENTS; THE ARRANGERS

         9.1 Appointment. Each Lender hereby irrevocably designates and appoints
each of the Agents as the agent of such Lender under this Agreement and the
other Credit Documents, and each such Lender irrevocably authorizes each of the
Agents, in such capacity, to take such action on its behalf under the provisions
of this Agreement and the other Credit Documents and to exercise such powers and
perform such duties as are expressly delegated to such Agent by the terms of
this Agreement and the other Credit Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Agreement, none of the Agents shall have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Credit Document or otherwise exist against any of the
Agents.



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         9.2 Delegation of Duties. The Agents may execute any of their duties
under this Agreement and the other Credit Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. None of the Agents shall be responsible for
the negligence or misconduct of any agents or attorneys in-fact selected by it
with reasonable care.

         9.3 Exculpatory Provisions. Neither any of the Agents nor any of their
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Credit Document
(except for its or such Person's own gross negligence or willful misconduct) or
(ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Borrower or any officer
thereof contained in this Agreement or any other Credit Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by such Agent under or in connection with, this Agreement or any
other Credit Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Credit Document or
for any failure of the Borrower to perform its obligations hereunder or
thereunder. None of the Agents shall be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Credit
Document, or to inspect the properties, books or records of the Borrower.

         9.4 Reliance by Agents. The Agents shall be entitled to rely, and shall
be fully protected in relying, upon any Note, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and other experts
selected by such Agent. The Agents may deem and treat the payee of any Note as
the owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with such Agent. Except as
expressly provided in this Agreement, the Agents shall be fully justified in
failing or refusing to take any action under this Agreement or any other Credit
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first 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. The
Agents shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Credit Documents in accordance with a
request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

         9.5 Notice of Default. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless
such Agent has received notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that any Agent receives such a
notice, such Agent shall give notice thereof to the Lenders. Each Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders; provided that unless and until such
Agent shall have received such directions,



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such Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

         9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that neither any of the Agents nor any of their officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by any of the Agents
hereafter taken, including any review of the affairs of the Borrower, shall be
deemed to constitute any representation or warranty by any of the Agents to any
Lender. Each Lender represents to each of the Agents that it has, independently
and without reliance upon any of the Agents or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and credit worthiness of the Borrower and made its
own decision to make its Loans hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon any
of the Agents or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this
Agreement and the other Credit Documents, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrower. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by any of the Agents hereunder (or copies of which have been provided to
the Administrative Agent pursuant to this Agreement), none of the Agents shall
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of any Credit Party which may come
into the possession of such Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

         9.7 Indemnification. The Lenders agree to indemnify each of the Agents
in their respective capacities as such (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so), ratably
according to their respective Commitment Percentages with respect to all Types
of Loans in effect on the date on which indemnification is sought, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against any of the Agents in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Credit Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by any of the
Agents under or in connection with any of the foregoing provided that no Lender
shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Agent's gross negligence or willful
misconduct. The agreements in this subsection shall survive the payment of the
Loans and all other amounts payable hereunder.

         9.8 Agents, in Their Individual Capacities. The Agents and their
respective Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the



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Borrower as though the Agents were not acting in such capacities hereunder and
under the other Credit Documents. With respect to the Loans made or renewed by
it and any Note issued to it or Loan Account maintained by it and with respect
to any Letter of Credit issued or participated in by it, each Agent shall have
the same rights and powers under this Agreement and the other Credit Documents
as any Lender and may exercise the same as though it were not an Agent, and the
terms "Lender" and "Lenders" shall include the Agents in their individual
capacities.

         9.9 Successor Administrative Agent, Syndication Agent and Documentation
Agent.

             The Administrative Agent may resign as Administrative Agent upon 30
days' notice to the Lenders. If the Administrative Agent resigns under this
Agreement, the Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders, which successor administrative agent
shall, unless a Default or Event of Default shall have occurred and be
continuing, be approved by the Borrower. If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders
and the Borrower, a successor administrative agent from among the Lenders. Upon
the acceptance of its appointment as successor administrative agent hereunder,
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor administrative agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Section 9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
administrative agent as provided for above. Similarly, the Syndication Agent
and/or the Documentation Agent may resign as Syndication Agent and/or
Documentation Agent, as the case may be, upon 30 days' notice to the Lenders.
The procedure for replacement and effective date of resignation for the
Syndication Agent and the Documentation Agent shall be identical to that
provided above for the Administrative Agent.

         9.10 The Arrangers and the Co-Agents. Except as expressly set forth
herein, each of the Arrangers and the Co-Agents, in their respective capacities
as such, shall have no duties or responsibilities, and shall incur no
liabilities, under this Agreement or the other Credit Documents.

                           SECTION 10. MISCELLANEOUS

         10.1 Amendments and Waivers. Neither this Agreement nor any other
Credit Document, nor any terms hereof or thereof may be amended, supplemented,
waived or modified except in accordance with the provisions of this subsection.
The Required Lenders may, or, with the written consent of the Required Lenders,
the Administrative Agent may, from time to time, (a) enter into with the
Borrower written amendments, supplements or modifications hereto and to



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the other Credit Documents for the purpose of adding any provisions to this
Agreement or the other Credit Documents or changing in any manner the rights of
the Lenders or of the Borrower hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Credit Documents or any Default or Event of Default and
its consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) reduce the amount or extend any scheduled
date of maturity of any Loan, extend the expiration of any Letter of Credit
beyond the Termination Date, or reduce the stated rate or amount of any interest
or fee payable hereunder or extend the scheduled date of any payment thereof, in
each case without the consent of each Lender affected thereby, or increase the
commitment of any Lender or extend the expiry of the commitment of any Lender
without the consent of such Lender, (ii) amend, modify or waive the definition
of Required Lenders, or consent to the assignment or transfer by the Borrower of
any of its rights and obligations under this Agreement and the other Credit
Documents, in each case without the written consent of all the Lenders, (iii)
release all or substantially all of the Collateral or release all or
substantially all of the Credit Parties from their Guarantee Obligations under
the Credit Documents without the consent of all Lenders, (iv) amend, modify or
waive any provision of Section 9 without the written consent of the then Agents,
(v) amend, modify or waive any provision of subsection 2.1(b), any other
provision of this Agreement relating to the Swing Line Loans or the Swing Line
Note, if any, without the written consent of the Swing Line Lender, or (vi)
amend, modify or waive any provision of this Agreement or any other Credit
Document which would directly and adversely affect the Arrangers or the Agents
or the Issuing Lender or the Swing Line Lender without the written consent of
the Arrangers, the Agents or the Issuing Lender or the Swing Line Lender, as the
case may be. In addition to the foregoing, (A) no amendment, modification,
termination or waiver of any provision of subsection 2.5, subsection 2.6 or
subsection 2.12 which has the effect of changing any interim scheduled payments,
voluntary or mandatory prepayments, the application of any scheduled payment or
voluntary or mandatory prepayment, the application of proceeds of any Collateral
or any Commitment reductions applicable to any Class (an "Affected Class") in a
manner that disproportionately disadvantages such Class relative to the other
Class shall be effective without the written concurrence of the Requisite Class
Lenders of the Affected Class (it being understood and agreed that any
amendment, modification, termination or waiver of any provision which only
postpones or reduces any interim scheduled payment, voluntary or mandatory
prepayment or Commitment reduction from those set forth in subsection 2.6 with
respect to only one Class shall be deemed to not disproportionately disadvantage
the other Class and, therefore, shall not require the consent of Requisite Class
Lenders of such other Class), (B) no amendment, modification, termination or
waiver of any provision of any Guarantee or Pledge Agreement shall be effective
without the written concurrence of the Requisite Class Lenders for each Class
and (C) no amendment, modification or waiver with respect to any provision of
this subsection 10.1 or to the definition of "Requisite Class Lenders" shall be
effective without the written concurrence of all Lenders, all Facility B Lenders
and all Facility C Lenders. Any such waiver and any such amendment, supplement
or modification shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the Lenders, the Agents and the Issuing Lender and all future
holders of the Loans. Any extension of a Letter of Credit by the Issuing Lender
shall be treated hereunder as issuance of a new Letter of Credit. In the case of
any waiver, the Borrower, the Lenders and the Agents



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and the Issuing Lender shall be restored to their former positions and rights
hereunder and under the other Credit Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereon.

         10.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand,
when delivered, (b) in the case of delivery by mail, three days after being
deposited in the mails, postage prepaid, or (c) in the case of delivery by
facsimile transmission, when sent and receipt has been confirmed, addressed as
follows in the case of the Borrower, the Administrative Agent, Swing Line
Lender, Issuing Lender, the Syndication Agent and the Documentation Agent, and
as set forth in Schedule I in the case of the other parties hereto, or to such
other address as may be hereafter notified by the respective parties hereto:

   Holdings, the Borrower
            or any of its
            Subsidiaries:   L-3 Communications Corporation
                            600 Third Avenue, 34th Floor
                            New York, NY  10016

                            Attention:  Robert LaPenta
                            Fax:  (212) 805-5470

                            with a copy to

                            Attention:  Christopher C. Cambria
                            Fax:  (212) 805-5494



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   The Administrative
            Agent:          Addresses for notices of borrowing, prepayments and
                            other administrative matters:

                            Bank of America, N.A.
                            1850 Gateway Boulevard, 5th Floor
                            Concord, CA  94520

                            Attention:  Agency Administrative
                                           Services #5596

                                         Josephine T. Flores,
                                         Vice President

                            Fax:         (925) 675-8500
                            Tel:         (925) 675-8374

                            Addresses for all other notices (including with
                            respect to amendments and waivers):

                            Bank of America, N.A.
                            1455 Market Street, 12th Floor
                            San Francisco, CA  94103

                            Attention:  Agency Management #10831
                                        Dietmar Schiel, Vice President

                            Fax:        (415) 436-3425
                            Tel:        (415) 436-2769

                            with a copy to:

                            Bank of America, N.A.
                            335 Madison Avenue
                            New York, NY 10017

                            Attention:  Lisa Choi
                            Fax:  (212) 503-7066
                            Tel:  (212) 503-7950



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   The Swing Line Lender:

                            Bank of America, N.A.
                            231 South LaSalle Street
                            Chicago, IL  60697

                            Attention: Renee Waller
                            Fax:       (312) 974-9626
                            Tel:       (312) 828-3874

   The Issuing Lender:

                            Bank of America, N.A.
                            333 S. Beaudry Avenue, 19th Floor
                            Los Angeles CA  90017-1486

                            Attention: Trade Operations Center -
                                       Standby Letters of Credit
                                       #22621
                                       Sandra M. Leon, Vice President
                            Fax:       (213) 345-6694
                            Tel:       (213) 345-5231

   The Documentation
            Agent:          Lehman Commercial Paper Inc.
                            3 World Financial Center, 9th Floor
                            New York, New York  10285

                            Attention:  Michelle Swanson
                            Fax:  (212) 528-0819

   The Syndication
            Agent:          Lehman Commercial Paper Inc.
                            3 World Financial Center, 9th Floor
                            New York, New York 10285

                            Attention:  Michele Swanson
                            Fax:  (212) 528-0819

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsection 2.2, 2.4, 2.6, 2.7, 2.12 or 3.2 shall not
be effective until received.

         10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any Agent or any Lender, any right, remedy,
power or privilege hereunder or under the other Credit Documents shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or



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further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

         10.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Credit Documents and in any
document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and the
making of the Loans hereunder.

         10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
reimburse each of the Agents for all of their respective reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to,
this Agreement and the other Credit Documents and any other documents prepared
in connection herewith or therewith, and the consummation and administration of
the transactions contemplated hereby and thereby, including, without limitation,
the reasonable fees, charges and disbursements of a single counsel for the
Lenders (in addition to any local counsel), (b) to pay or reimburse each Lender
and each Agent for all its costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the other Credit
Documents and any such other documents, including, without limitation, the fees
and disbursements of counsel to each Lender and of counsel to any Agent, (c) to
pay, indemnify, and hold each Lender and each Agent and each Issuing Lender
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this
Agreement, the other Credit Documents and any such other documents, and (d) to
pay, indemnify, and hold each Lender and each Arranger, each Agent and each
Issuing Lender harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement or the other Credit Documents or the use of the proceeds of the Loans
in connection with the Transaction, including, without limitation, any of the
foregoing relating to the violation of, noncompliance with or liability under,
any Environmental Law applicable to the operations of the Borrower, any of its
Subsidiaries or any of the Properties (all the foregoing in this clause (d),
collectively, the "indemnified liabilities"), it being understood that the
Borrower shall have an obligation hereunder to the Lender or any Agent with
respect to any indemnified liabilities incurred by any Agents, Arranger or the
Issuing Lender or any Lender as a result of any Materials of Environmental
Concern that are first manufactured, emitted, generated, treated, released,
spilled, stored or disposed of on, at or from any Property or any violation of
any Environmental Law, which in any case first occurs on or with respect to such
Property (i) after the Property is transferred to any Agent, Arranger, Issuing
Lender or any Lender or their successors or assigns by foreclosure sale, deed in
lieu of foreclosure, or similar transfer or, following such transfer, (ii) in
connection with, but prior to, the sale, leasing or other transfer of such
Property by such Agent, Arranger, Issuing Lender, or any Lender or their
successors or assigns to one or more third parties; provided, however, that the
Borrower shall have no obligation hereunder to any Agent or



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<PAGE>

the Issuing Lender or any Lender with respect to otherwise indemnified
liabilities arising from the gross negligence or willful misconduct of such
Agent or the Issuing Lender or any such Lender, or with respect to otherwise
indemnified liabilities following the sale, leasing or other transfer of such
Property to one or more third parties. The agreements in this subsection shall
survive repayment of the Loans and all other amounts payable hereunder.

         10.6 Successors and Assigns; Participation and Assignments.

             (a) This Agreement shall be binding upon and inure to the benefit
of the Borrower, the Lenders, the Agents and their respective successors and
assigns, except that the Borrower may not assign or transfer any of its rights
or obligations under this Agreement without the prior written consent of each
Lender.

             (b) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("Participants") participating interests in any Loan owing to such
Lender or any other interest of such Lender hereunder and under the other Credit
Documents. In the event of any such sale by a Lender of a participating interest
to a Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of any such Loan for all purposes under this Agreement and the other
Credit Documents, and the Borrower 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 and the other Credit Documents. No Lender shall
be entitled to create in favor of any Participant, in the participation
agreement pursuant to which such Participant's participating interest shall be
created or otherwise, any right to vote on, consent to or approve any matter
relating to this Agreement or any other Credit Document except for those
specified in clauses (i), (ii) and (iii) of the proviso to subsection 10.1. The
Borrower agrees that if amounts outstanding under this Agreement are due or
unpaid, or shall have been declared or shall have become due and payable upon
the occurrence of an Event of Default, each Participant shall, to the maximum
extent permitted by applicable law, be deemed to have the right of setoff in
respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement; provided that, in purchasing
such participating interest, such Participant shall be deemed to have agreed to
share with the Lenders the proceeds thereof as provided in subsection 10.7(a) as
fully as if it were a Lender hereunder. The Borrower also agrees that each
Participant shall be entitled to the benefits of subsections 2.14, 2.15 and 2.16
with respect to its participation in the Letters of Credit, the Commitments and
the Loans outstanding from time to time as if it was a Lender; provided that in
the case of subsection 2.15, such Participant shall have complied with the
requirements of said subsection; provided, further, that no Participant shall be
entitled to receive any greater amount pursuant to any such subsection 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.

             (c) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time and from time to time assign to any
Lender, any affiliate thereof



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<PAGE>

or, in the case of Lender that is an investment fund which is regularly engaged
in making, purchasing or investing in loans or securities (an "Investment
Fund"), any other such Investment Fund which is under common management with
such Lender, or, with the consent of the Borrower, the Administrative Agent, the
Syndication Agent and each Applicable Issuing Lender (which in each case shall
not be unreasonably withheld), to an additional bank, Investment Fund or
financial institution (an "Assignee") all or any part of its rights and
obligations under this Agreement and the other Credit Documents pursuant to an
Assignment and Acceptance, substantially in the form of Exhibit F, executed by
such Assignee, such assigning Lender (and, in the case of an Assignee that is
not then a Lender or an affiliate thereof, by the Borrower, the Administrative
Agent, the Syndication Agent and each Applicable Issuing Lender) and delivered
to the Administrative Agent for its acceptance and recording in the Register
with a copy to the Syndication Agent, provided that, in the case of any such
assignment to an additional bank or financial institution, (A) either (x) such
assignment is of all the rights and obligations of the assigning Lender or (y)
the sum of the aggregate principal amount of the Loans, the aggregate amount of
the L/C Obligations and the aggregate amount of the unused Commitments being
assigned and, if such assignment is of less than all of the rights and
obligations of the assigning Lender, the sum of the aggregate principal amount
of the Loans, the aggregate amount of the L/C Obligations and the aggregate
amount of the unused Commitments remaining with the assigning Lender are each
not less than $5,000,000 (or such lesser amount as may be agreed to by the
Borrower and the Administrative Agent) and (B) each Assignee which is a Non-U.S.
Lender shall comply with the provisions of clause (A) of subsection 2.15(b)
hereof, or, with the prior written consent of the Borrower, which shall not be
unreasonably withheld, the provisions of clause (B) of subsection 2.15(b) hereof
(and, in either case, with all of the other provisions of subsection 2.15(b)
hereof). Upon such execution, delivery, acceptance and recording, from and after
the effective date determined pursuant to such Assignment and Acceptance, (x)
the Assignee thereunder shall be a party hereto and, to the extent provided in
such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with a Commitment as set forth therein and (y) the assigning Lender
thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such assigning Lender
shall cease to be a party hereto). Notwithstanding any provision of this
paragraph (c) and paragraph (f) of this subsection, the consent of the Borrower
shall not be required for any assignment which occurs at any time when any of
the events described in clause (f) of Section 8 shall have occurred and be
continuing.

             (d) The Administrative Agent, on behalf of the Borrower, shall
maintain at the address of the Administrative Agent referred to in subsection
10.2 a copy of each Assignment and Acceptance delivered to it and a register
(the "Register") for the recordation of the names and addresses of the Lenders
and Commitments of and principal amounts of the Loans of each Type owing to each
Lender from time to time and the registered owners of the Obligations evidenced
by the Notes and the Loan Accounts. The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrower, the
Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register as the owner of a Loan, a Note or other Obligation
hereunder as the owner thereof for all purposes of this Agreement and the other



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<PAGE>

Credit Documents, notwithstanding any notice to the contrary. Any assignment of
any Loan, Commitment or other obligation evidenced by a Note or a Loan Account
shall be effective only upon appropriate entries with respect thereto being made
in the Register, and prior to such recordation, all amounts owing to the
assignor with respect thereto shall remain owing to the assignor. Any assignment
or transfer of all or part of an Obligation evidenced by a Note shall be
registered in the Register only upon surrender for registration of assignment or
transfer of the Note evidencing such Obligation, duly endorsed by (or
accompanied by a written instrument of assignment or transfer duly executed by)
the holder thereof, and thereupon one or more new Notes shall be issued to the
designated Assignee, if requested, and the old Note shall be returned by the
Administrative Agent to the Borrower marked "canceled."

             (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an affiliate thereof, by the Borrower the Administrative Agent,
the Syndication Agent and each Applicable Issuing Lender) together with payment
to the Administrative Agent of a registration and processing fee of $3,000
(provided that no such payment shall be required whenever LCPI or BOA is the
assigning Lender), the Administrative Agent shall (i) promptly accept such
Assignment and Acceptance and (ii) on the effective date determined pursuant
thereto record the information contained therein in the Register and give notice
of such acceptance and recordation to the Lenders and the Borrower. Following
the effective date of any such Assignment and Acceptance, the Administrative
Agent shall be entitled to update Schedule I hereto to reflect the then
outstanding Commitments of each Lender whereupon such amended Schedule I shall
be substituted for the pre-existing Schedule I and be deemed a part of this
Agreement without any further action or consent of any party and the
Administrative Agent shall promptly deliver a copy of such amended Schedule I to
each Lender and the Borrower.

             (f) The Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee,
subject to the provisions of subsection 10.15, any and all financial information
in such Lender's possession concerning the Borrower and its Affiliates which has
been delivered to such Lender by or on behalf of the Borrower pursuant to this
Agreement or which has been delivered to such Lender by or on behalf of the
Borrower in connection with such Lender's credit evaluation of the Borrower and
its Affiliates prior to becoming a party to this Agreement.

             (g) If, pursuant to this subsection 10.6, any interest in this
Agreement or any Loan is transferred to any Transferee which would be a Non-U.S.
Lender upon the effectiveness of such transfer, the assigning Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer, (i) to
represent to the assigning Lender (for the benefit of the assigning Lender, the
Administrative Agent and the Borrower) that under applicable law and treaties no
U.S. Taxes will be required to be withheld by the Administrative Agent, the
Borrower or the assigning Lender with respect to any payments to be made to such
Transferee in respect of the Loans, (ii) to furnish to the assigning Lender
(and, in the case of any Assignee registered in the Register, the Administrative
Agent and the Borrower such Internal Revenue Service Forms required to be
furnished pursuant to subsection 2.15(b) and (iii) to agree (for the benefit of
the assigning Lender, the Administrative Agent and the Borrower) to be bound by
the provisions of subsection 2.15(b).



                                       84
<PAGE>

             (h) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

             (i) Notwithstanding any other provision contained in this Agreement
or any other Credit Document to the contrary, (x) any Lender may assign all or
any portion of the Loans held by it to any Federal Reserve Bank or the United
States Treasury as collateral security pursuant to Regulation A of the Federal
Reserve Board and any Operating Circular issued by such Federal Reserve Bank,
provided that any payment in respect of such assigned Loans made by the Borrower
to or for the account of the assigning or pledging Lender in accordance with the
terms of this Agreement shall satisfy the Borrower's obligations hereunder in
respect to such assigned Loans to the extent of such payments and (y) with the
consent of the Administrative Agent (not to be unreasonably withheld), any
Lender which is an Investment Fund may pledge all or any portion of its Loans to
its trustee in support of its obligations to its trustee. No such assignment
shall release the assigning Lender from its obligations hereunder.

         10.7 Adjustments; Set-off.

             (a) At any time that an Event of Default has occurred and is
continuing, if any Lender (a "benefited Lender") shall at any time receive any
payment of all or part of its Loans or the Reimbursement Obligations owing to
it, or interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in clause (f) of Section 8, or otherwise), in a greater
proportion than any such payment to or collateral received by any other Lender,
Facility B Lender or Facility C Lender (any such affected Lender, Facility B
Lender or Facility C Lender hereinafter, an "Affected Lender"), if any, in
respect of the Borrower's obligations owing to such other Affected Lender,
whether under this Agreement, the Facility B Credit Agreement or Facility C
Credit Agreement, including any interest thereon, such benefited Lender shall
purchase for cash from each other Affected Lender a participating interest in
such portion of each such other Affected Lender's Loans or the Reimbursement
Obligations owing to it, Facility B Loans or Facility B Reimbursement
Obligations and/or Facility C Loans owing to it, or shall provide such other
Affected Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such benefited Lender to share the
excess payment or benefits of such collateral or proceeds ratably with each of
the Affected Lenders; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such benefited Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest unless the benefited Lender
is required by court order to pay interest thereon, in which case each Lender
returning funds to such benefited Lender shall pay its pro rata share of such
interest.

             (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the Borrower,
any such notice being expressly waived by the Borrower to the extent permitted
by applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by



                                       85
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acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any branch or
agency thereof to or for the credit or the account of the Borrower. Each Lender
agrees promptly to notify the Borrower and the Administrative Agent after any
such set-off and application made by such Lender, provided that the failure to
give such notice shall not affect the validity of such set-off and application.
Each Lender and Borrower also agree that all proceeds of any such set-off shall
be subject to the ratable sharing provisions of subsections 2.12 and 10.7(a)
hereof to the same extent as if an Event of Default had occurred and was
continuing.

         10.8 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

         10.9 Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         10.10 Integration. This Agreement and the other Credit Documents
represent the agreement of the Borrower, the Agents and the Lenders with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by any Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other
Credit Documents.

         10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         10.12 SUBMISSION TO JURISDICTION; WAIVERS. THE BORROWER HEREBY
IRREVOCABLY AND UNCONDITIONALLY:

                  (a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
         PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS TO
         WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT
         IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE
         COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF
         AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS
         FROM ANY THEREOF;



                                       86
<PAGE>

                  (b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT
         IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
         HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR
         THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND
         AGREES NOT TO PLEAD OR CLAIM THE SAME;

                  (c) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
         PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR
         CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
         PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH IN SUBSECTION 10.2 OR
         AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN
         NOTIFIED PURSUANT THERETO;

                  (d) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO
         EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
         LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

                  (e) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY
         RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING
         REFERRED TO IN THIS SUBSECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
         CONSEQUENTIAL DAMAGES.

         10.13 Acknowledgments. The Borrower hereby acknowledges that:

             (a) it has been advised by counsel in the negotiation, execution
and delivery of this Agreement and the other Credit Documents;

             (b) none of the Arrangers, the Agents nor any Lender has any
fiduciary relationship with or duty to the Borrower arising out of or in
connection with this Agreement or any of the other Credit Documents, and the
relationship between any of the Agents and the Lenders, on one hand, and the
Borrower, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and

             (c) no joint venture is created hereby or by the other Credit
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Borrower and the Lenders.

         10.14 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENTS, THE ARRANGERS,
THE LENDERS AND THE OTHER PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

         10.15 Confidentiality. Each Lender agrees to keep confidential all
non-public information provided to it by the Borrower pursuant to this Agreement
that is designated by the



                                       87
<PAGE>

Borrower in writing as confidential (excluding any such information already in
the possession of such Lender or provided to such Lender by a third party not in
violation of this Agreement which, in either case, is not, to the knowledge of
such Lender, subject to a confidentiality agreement); provided that nothing
herein shall prevent any Lender from disclosing any such information (i) to any
Agent or any other Lender or any of its Affiliates, (ii) to any Transferee or
prospective Transferee or to any direct or indirect contractual counterparties
in swap agreements or such contractual counterparties' professional advisors
which receives such information and agrees to be bound by the confidentiality
provisions hereof, (iii) to its employees, directors, agents, attorneys,
accountants and other professional advisors, (iv) upon the request or demand of
any Governmental Authority having jurisdiction over such Lender, (v) in response
to any order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (vi) which has been publicly
disclosed other than in breach of this Agreement, or (vii) in connection with
the exercise of any remedy hereunder.

         10.16 Conversion of Currencies.

             (a) If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum owing hereunder in one currency into another
currency, each party hereto agrees, to the fullest extent that it may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures in the relevant jurisdiction the first
currency could be purchased with such other currency on the Business Day
immediately preceding the date on which final judgment is given.

             (b) The obligations of the Borrower in respect of any sum due to
any party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, the Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrower contained
in this subsection 10.16 shall survive the termination of this Agreement and the
payment of all other amounts owing hereunder.

         10.17 Year 2000. The Borrower has reviewed, or will expeditiously
review, its operations and those of its Subsidiaries with a view to assessing
whether its businesses, or the businesses of any of its Subsidiaries, are
experiencing any Year 2000 Problem. The Borrower shall take all actions
necessary and commit adequate resources to assure that its computer-based and
other systems (and those of all of its Subsidiaries) are able to effectively
process data, including dates after January 1, 2000, without experiencing any
Year 2000 Problem that could reasonably be expected to cause a Material Adverse
Effect. At the request of the Required Lenders, the Borrower will provide the
Administrative Agent with assurances and substantiations (including, but not
limited to, the results of internal or external audit reports prepared in the



                                       88
<PAGE>

ordinary course of business) reasonably acceptable to the Administrative Agent
as to the capability of the Borrower and its Subsidiaries to conduct its and
their businesses and operations after January 1, 2000 without experiencing a
Year 2000 Problem causing a Material Adverse Effect. The Borrower represents and
warrants that it has a reasonable basis to believe that no Year 2000 Problem
will cause a Material Adverse Effect.

10.18 Existing Agreements Superseded. As set forth in subsection 1.3 hereof, the
Original Credit Agreement is superseded by this Credit Agreement, which has been
executed in renewal, amendment, restatement and modification, but not in
novation or extinguishment of, the obligations under the Original Credit
Agreement.

                            [SIGNATURE PAGES FOLLOW]



                                       89
<PAGE>



             IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.

                         L-3 COMMUNICATIONS CORPORATION

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

                         BANK OF AMERICA, N.A.
                          as Administrative Agent

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

                         BANK OF AMERICA, N.A.
                          as a Lender and Swing Line Lender

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

                         LEHMAN COMMERCIAL PAPER INC.,
                          as Documentation Agent, Syndication Agent,
                          and as a Lender

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




         SIGNATURE PAGES TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>




                         THE BANK OF NEW YORK

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




         SIGNATURE PAGES TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>


                         THE BANK OF NOVA SCOTIA

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




         SIGNATURE PAGES TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>



                         BANK ONE, N.A.

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




         SIGNATURE PAGES TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>


                         FLEET NATIONAL BANK

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




         SIGNATURE PAGES TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>


                         CREDIT LYONNAIS

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




         SIGNATURE PAGES TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>


                         FIRST UNION COMMERCIAL CORPORATION

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




         SIGNATURE PAGES TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>


                         THE FUJI BANK, LIMITED

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




         SIGNATURE PAGES TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>


                         HSBC BANK USA

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




         SIGNATURE PAGES TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>


                         SOCIETE GENERALE

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




         SIGNATURE PAGES TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>

                                                                      Schedule I
                                                                      ----------
                                                             To Credit Agreement


Lenders/Address for Notices                        Revolving Credit Commitment

LEHMAN COMMERCIAL PAPER INC.                                     $25,714,285.72
3 World Financial Center, 11th Floor
New York, New York  10285

Attention:        Michele Swanson
Fax      :        (212) 528-0819
Tel      :        (212) 526-0330

BANK OF AMERICA, N.A.                                            $25,714,285.72
335 Madison Avenue
New York, New York 10017

Attention:        Lisa Choi
Fax:              (212) 503-7066
Tel:              (212) 503-8101

with a copy to other parties listed in
(Section) 10.2 for BOA.

CREDIT LYONNAIS NEW YORK BRANCH                                  $17,142,857.14
1301 Avenue of the Americas
New York, NY  10019-6022

Attention:        Judy Domkowski
Fax:              (212) 459-3179
Tel:              (212) 261-7341

FLEET NATIONAL BANK                                              $17,142,857.14
100 Federal Street MA DE 10010A
Boston, MA  02110

Attention:        Roger Boucher
Fax:              (617) 434-0601
Tel:              (617) 434-3951

HSBC BANK USA                                                    $17,142,857.14
140 Broadway 5th Floor
New York, NY  10005-1196

Attention:        John Lyons
Fax:              (212) 658-2586
Tel:              (212) 658-2200




                                      I-1

<PAGE>

THE BANK OF NOVA SCOTIA                                          $17,142,857.14
One Liberty Plaza
New York, NY 10006

Attention:        Ben Sileo
Fax:              (212) 225-5090
Tel:              (212) 225-5159

BANK ONE, N.A.                                                   $17,142,857.14
153 West 51st Street
New York, NY  10019-6025

Attention:        Andrea Kantor
Fax:              (212) 373-1180
Tel:              (212) 373-1023

THE FUJI BANK LIMITED                                            $11,428,571.44
Two World Trade Center, 79th Floor
New York, NY  10048-0001

Attention:        David Manheim
Fax:              (212) 898-2399
Tel:              (212) 898-2723

SOCIETE GENERALE                                                 $17,142,857.14
181 West Madison Street Suite 3400
Chicago, IL 60602

Attention:        Joe Moreno
Fax:              (312) 578-5099
Tel:              (312) 578-5050

THE BANK OF NEW YORK                                                $17.142,857
One Wall Street
New York, NY  10286

Attention:        Ken Sneider
Fax:              (212) 635-6999
Tel:              (212) 635-6863

FIRST UNION COMMERCIAL CORPORATION                               $17,142,857.14
201 So. College St.
Charlotte, NC 28288

Attention:        Barbara Van Meerten
Fax:              (704) 374-4793
Tel:              (704) 374-7115



                                      I-2

<PAGE>



                                                                     Schedule II
                                                             to Credit Agreement

                                 PRICING GRID**

<TABLE>
<CAPTION>
                         REVOLVING CREDIT FACILITY
                                APPLICABLE            REVOLVING CREDIT FACILITY,     REVOLVING CREDIT
       DEBT RATIO         MARGIN-EURODOLLAR RATE*    APPLICABLE MARGIN-BASE RATE*     COMMITMENT FEE*
----------------------- ---------------------------- ------------------------------ --------------------
<S>                       <C>                           <C>                       <C>
(greater than) 4.75x              275                           175                       50
(greater than) 4.25x             237.5                         137.5                      50
(greater than) 3.75x              200                           100                       45
(greater than) 3.25x              175                           75                        40
(greater than) 2.75x              150                           50                        35
   (less than) 2.75x              125                          37.5                       30
</TABLE>


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

*        Notwithstanding the foregoing Pricing Grid, the Applicable Margins and
         the Commitment Fee Rate for the Revolving Credit Facility for the
         period following the Closing Date through but excluding the Adjustment
         Date related to the fiscal quarter ending as of September 30, 2000 will
         be no lower in cost to Borrower than the pricing level applicable if
         the Debt Ratio is greater than 3.25x but not greater than 3.75x;
         provided, however, nothing contained herein shall limit the effect of
         any increase in the pricing level on any Adjustment Date occurring
         after the Closing Date if the Debt Ratio exceeds 3.75x.

**       Pricing Grid (except for Debt Ratios) reflects basis points.



                                      II-1
</TEXT>
</DOCUMENT>
