EXHIBIT 4.15

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                                CREDIT AGREEMENT

                                     among


                                 TRACOR, INC.,


                                 VARIOUS BANKS,


                        CREDIT LYONNAIS NEW YORK BRANCH,



                      THE FIRST NATIONAL BANK OF CHICAGO,


                                      and


                WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION,
                                  as CO-AGENTS


                                      and


                             BANKERS TRUST COMPANY,
                                    as AGENT

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


                           Dated as of March 14, 1997

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                               TABLE OF CONTENTS



  
<TABLE> 
<CAPTION>                                                                                                            Page
                                                                                                                     ----
                                                                                                                      
<S>     <C>   <C>                                                                                                      <C>       
SECTION  1.    Amount and Terms of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         1.01  The Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         1.02  Minimum Amount of Each Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         1.03  Notice of Borrowing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         1.04  Disbursement of Funds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         1.05  Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         1.06  Conversions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         1.07  Pro Rata Borrowings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         1.08  Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         1.09  Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         1.10  Increased Costs, Illegality, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         1.11  Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         1.12  Change of Lending Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         1.13  Replacement of Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

SECTION  2.    Letters of Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         2.01  Letters of Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         2.02  Minimum Stated Amount  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         2.03  Letter of Credit Requests  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         2.04  Letter of Credit Participations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         2.05  Agreement to Repay Letter of Credit Drawings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         2.06  Increased Costs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         2.07  Special Provisions Regarding the Existing CoreStates Letters of Credit . . . . . . . . . . . . . . . .  20

SECTION  3.    Fees; Reductions of Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         3.01  Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         3.02  Voluntary Termination of Unutilized Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         3.03  Mandatory Reduction of Revolving Loan Commitments  . . . . . . . . . . . . . . . . . . . . . . . . . .  22
 





                                      (i)

  
 
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SECTION  4.    Prepayments; Payments; Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         4.01  Voluntary Prepayments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         4.02  Mandatory Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         4.03  Method and Place of Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         4.04  Net Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26

SECTION  5.    Conditions Precedent to the Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         5.01  Execution of Agreement; Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         5.02  Officer's Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         5.03  Opinions of Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         5.04  Corporate Documents; Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         5.05  Debt Agreements; Tax Sharing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         5.06  Issuance of the New Senior Subordinated Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         5.07  Pledge Agreement, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         5.08  Subsidiaries Guaranty  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         5.09  Adverse Change, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         5.10  Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         5.11  Fees, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         5.12  Solvency Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         5.13  Consent Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         5.14  Existing Credit Agreement; etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         5.15  Pro Forma Balance Sheet and Income Statements; Projections; Pro Forma Financial Statements;
                    Financial Officer's Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         5.16  Existing Senior Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         5.17  Existing Senior Subordinated Notes Tender Offer and Existing Senior Subordinated Notes Consent
                    Solicitation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34

SECTION  6.    Conditions Precedent to All Credit Events  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         6.01  Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         6.02  No Default; Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         6.03  Notice of Borrowing; Letter of Credit Requests . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35

SECTION  7.    Representations, Warranties and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         7.01  Corporate Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         7.02  Corporate Power and Authority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         7.03  No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         7.04  Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
 





                                      (ii)


  
 
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         7.05  Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc.  . . . . . . . .  37
         7.06  Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         7.07  True and Complete Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
         7.08  Use of Proceeds; Margin Regulations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         7.09  Tax Returns and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         7.10  Compliance with ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         7.11  The Pledge Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         7.12  Representations and Warranties in Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         7.13  Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         7.14  Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         7.15  Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         7.16  Compliance with Statutes, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         7.17  Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         7.18  Public Utility Holding Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         7.19  Environmental Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         7.20  Labor Relations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         7.21  Patents, Licenses, Franchises and Formulas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         7.22  Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         7.23  Transaction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.24  Existing Senior Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         7.25  Restrictions on or Relating to Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         7.26  Debarment or Suspension  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45

SECTION  8.    Affirmative Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         8.01  Information Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         8.02  Books, Records and Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         8.03  Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.04  Corporate Franchises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.05  Compliance with Statutes, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.06  Compliance with Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         8.07  ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         8.08  End of Fiscal Years; Fiscal Quarters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         8.09  Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         8.10  Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         8.11  Permitted Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         8.12  Existing Senior Subordinated Notes Tender Offer and Existing Senior Subordinated Notes Consent
                    Solicitation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         8.13  Foreign Subsidiaries Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
 





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SECTION  9.    Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         9.01  Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
         9.02  Consolidation, Merger, Purchase or Sale of Assets, etc.  . . . . . . . . . . . . . . . . . . . . . . .  58
         9.03  Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         9.04  Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         9.05  Advances, Investments and Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
         9.06  Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         9.07  Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
         9.08  Minimum Consolidated Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
         9.09  Maximum Leverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         9.10  Minimum Consolidated Interest Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
         9.11  Limitation on Voluntary Payments and Modifications of Indebtedness; Modifications of Certificate
                    of Incorporation, By-Laws and Certain Other Agreements; etc.  . . . . . . . . . . . . . . . . . .  66
         9.12  Limitation on Certain Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         9.13  Limitation on Issuance of Capital Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
         9.14  Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         9.15  Limitation on Creation of Subsidiaries and Entering into Partnerships and Joint Ventures . . . . . . .  67

SECTION  10.    Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         10.01  Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         10.02  Representations, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         10.03  Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
         10.04  Default Under Other Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         10.05  Bankruptcy, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
         10.06  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
         10.07  Pledge Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
         10.08  Subsidiaries Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
         10.09  Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
         10.10  Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
         10.11  Debarment or Suspension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71

SECTION  11.    Definitions and Accounting Terms  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         11.01  Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72

SECTION  12.    The Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
         12.01  Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
         12.02  Nature of Duties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
 





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         12.03  Lack of Reliance on the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
         12.04  Certain Rights of the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
         12.05  Reliance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
         12.06  Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  98
         12.07  The Agent in Its Individual Capacity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  98
         12.08  Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  98
         12.09  Resignation by the Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  98

SECTION  13.    Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  99
         13.01  Payment of Expenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  99
         13.02  Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
         13.03  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
         13.04  Benefit of Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
         13.05  No Waiver; Remedies Cumulative  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
         13.06  Payments Pro Rata . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
         13.07  Calculations; Computations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
         13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL  . . . . . . . . . . . . . . . 104
         13.09  Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
         13.10  Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
         13.11  Headings Descriptive  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
         13.12  Amendment or Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
         13.13  Survival  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
         13.14  Domicile of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
         13.15  Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
         13.16  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
         13.17  Register  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
 
</TABLE>




                                      (v)

SCHEDULE I                   Commitments
SCHEDULE II                  Existing Letters of Credit
SCHEDULE III                 Subsidiaries
SCHEDULE IV                  Environmental Matters
SCHEDULE V                   Existing Indebtedness
SCHEDULE VI                  Insurance
SCHEDULE VII                 Existing Liens
SCHEDULE VIII                Tax Matters



EXHIBIT A                    Form of Notice of Borrowing
EXHIBIT B-1                  Form of Revolving Note
EXHIBIT B-2                  Form of Swingline Note
EXHIBIT C                    Form of Letter of Credit Request
EXHIBIT D                    Form of Section 4.04(b)(iii) Certificate
EXHIBIT E-1                  Form of Opinion of Winstead, Sechrest & Minick
EXHIBIT E-2                  Form of Opinion of Brown & Wood
EXHIBIT E-3                  Form of Opinion of Russell E. Painton, Esq.
EXHIBIT F                    Form of Officers' Certificate
EXHIBIT G                    Form of Pledge Agreement
EXHIBIT H                    Form of Subsidiaries Guaranty
EXHIBIT I                    Form of Solvency Certificate
EXHIBIT J                    Form of Consent Letter
EXHIBIT K                    Form of Assignment and Assumption Agreement






                                     (vi)





         CREDIT AGREEMENT, dated as of March 14, 1997, among TRACOR, INC., a
Delaware corporation (the "Borrower"), the Banks party hereto from time to
time, CREDIT LYONNAIS NEW YORK BRANCH, THE FIRST NATIONAL BANK OF CHICAGO and
WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as Co-Agents, and BANKERS TRUST
COMPANY, as Agent (all capitalized terms used herein and defined in Section 11
are used herein as therein defined).


                             W I T N E S S E T H :


         WHEREAS, subject to and upon the terms and conditions set forth
herein, the Banks are willing to make available to the Borrower the credit
facility provided for herein.

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1.  Amount and Terms of Credit.

         1.01  The Commitments.  (a)  Subject to and upon the terms and
conditions set forth herein, each Bank severally agrees, at any time and from
time to time on and after the Effective Date and prior to the Final Maturity
Date, to make a revolving loan or revolving loans (each a "Revolving Loan" and,
collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i)
shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans,
provided that, except as otherwise specifically provided in Section 1.10(b),
all Revolving Loans comprising the same Borrowing shall at all times be of the
same Type, (ii) may be repaid and reborrowed in accordance with the provisions
hereof, (iii) shall not exceed for any Bank at any time outstanding that
aggregate principal amount which, when added to the product of (x) such Bank's
Adjusted Percentage and (y) the sum of (I) the aggregate principal amount of
all Swingline Loans (exclusive of Swingline Loans which are repaid with the
proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) then outstanding and (II) the aggregate amount
of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are
repaid with the proceeds of, and simultaneously with the incurrence of, the
respective incurrence of Revolving Loans) at such time, equals the Available
Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed
for all Banks at any time outstanding that aggregate principal amount which,
when added to (I) the aggregate principal amount of all Swingline Loans
(exclusive of Swingline Loans which are repaid with the proceeds of, and
simultaneously with the incurrence of, the respective incurrence of Revolving
Loans)




then outstanding and (II) the aggregate amount of all Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds
of, and simultaneously with the incurrence of, the respective incurrence of
Revolving Loans) at such time, equals the Total Available Revolving Loan
Commitment at such time.

         (b)  Subject to and upon the terms and conditions set forth herein,
BTCo in its individual capacity agrees to make at any time and from time to
time on and after the Effective Date and prior to the Swingline Expiry Date, a
revolving loan or revolving loans (each a "Swingline Loan" and, collectively,
the "Swingline Loans") to the Borrower, which Swingline Loans (i) shall be made
and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in
accordance with the provisions hereof, (iii) shall not exceed in aggregate
principal amount at any time outstanding, when combined with the aggregate
principal amount of all Revolving Loans made by Non-Defaulting Banks then
outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with the incurrence
of, the respective incurrence of Revolving Loans) at such time, an amount equal
to the Total Available Revolving Loan Commitment then in effect and (iv) shall
not exceed in aggregate principal amount at any time outstanding the Maximum
Swingline Amount.  BTCo will not make a Swingline Loan after it has received
written notice from the Borrower or the Required Banks stating that a Default
or an Event of Default exists until such time as BTCo shall have received a
written notice of (i) rescission of such notice from the party or parties
originally delivering the same or (ii) a waiver of such Default or Event of
Default from the Required Banks.

         (c)  On any Business Day, BTCo may, in its sole discretion, give
notice to the Banks that its outstanding Swingline Loans shall be repaid with a
Borrowing of Revolving Loans (provided that each such notice shall be deemed to
have been automatically given upon the occurrence of a Default or an Event of
Default under Section 10.05 or upon the exercise of any of the remedies
provided in the last paragraph of Section 10), in which case a Borrowing of
Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory
Borrowing") shall be made on the immediately succeeding Business Day by all
Banks pro rata based on each Bank's Adjusted Percentage, and the proceeds of
such Mandatory Borrowing shall be applied directly to repay BTCo for such
outstanding Swingline Loans.  Each Bank hereby irrevocably agrees to make Base
Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing
in the amount and in the manner specified in the immediately preceding sentence
and on the date specified in writing by BTCo notwithstanding (i) that the
amount of the Mandatory Borrowing may not comply with the Minimum Borrowing
Amount otherwise required hereunder, (ii) whether any conditions specified in
Section 6 are then satisfied, (iii) whether a Default or an Event of Default
has occurred and is continuing, (iv) the date of such Mandatory Borrowing





                                      -2-




and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total
Revolving Loan Commitment at such time.  In the event that any Mandatory
Borrowing cannot for any reason be made on the date otherwise required above
(including, without limitation, as a result of the commencement of a proceeding
under the Bankruptcy Code in respect of the Borrower), each Bank (other than
BTCo) hereby agrees that it shall forthwith purchase (as of the date the
Mandatory Borrowing would otherwise have occurred but adjusted for any payments
received from the Borrower on or after such date and prior to such purchase)
from BTCo (without recourse or warranty) such participations in the outstanding
Swingline Loans as shall be necessary to cause the Banks to share in such
Swingline Loans ratably based upon their respective Adjusted Percentages,
provided that (x) all interest payable on the Swingline Loans shall be for the
account of BTCo until the date the respective participation is required to be
purchased and, to the extent attributable to the purchased participation, shall
be payable to the Bank purchasing same from and after such date and (y) at the
time that any purchase of participations pursuant to this sentence is actually
made, the purchasing Bank shall be required to pay to BTCo interest on the
principal amount of the participation purchased for each day from and including
the day upon which the Mandatory Borrowing would otherwise have occurred to but
excluding the date of payment for such participation, at the overnight Federal
Funds Rate for the first three days and at the rate otherwise applicable to
Base Rate Loans hereunder for each day thereafter.

         1.02  Minimum Amount of Each Borrowing.  The aggregate principal
amount of each Borrowing of any Loans hereunder shall not be less than the
Minimum Borrowing Amount applicable thereto.  More than one Borrowing may occur
on the same date, but at no time shall there be outstanding more than ten
Borrowings of Eurodollar Loans.

         1.03  Notice of Borrowing.  (a) Whenever the Borrower desires to incur
Revolving Loans hereunder (excluding Borrowings of Revolving Loans incurred
pursuant to a Mandatory Borrowing), the Borrower shall give the Agent at its
Notice Office at least one Business Day's prior notice of each Base Rate Loan
and at least three Business Days' prior notice of each Eurodollar Loan to be
incurred hereunder, provided that any such notice shall be deemed to have been
given on a certain day only if given before 12:00 Noon (New York time) on such
day in the case of Eurodollar Loans and 2:00 p.m. (New York time) on such day
in the case of Base Rate Loans.  Each such notice (each a "Notice of
Borrowing"), except as otherwise expressly provided in Section 1.10, shall be
irrevocable and shall be given by the Borrower in the form of Exhibit A,
appropriately completed to specify the aggregate principal amount of the
Revolving Loans to be made pursuant to such Borrowing, the date of such
Borrowing (which shall be a Business Day) and whether the Revolving Loans being
made





                                      -3-




pursuant to such Borrowing are to be initially maintained as Base Rate Loans or
Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be
applicable thereto.  The Agent shall promptly give each Bank notice of such
proposed Borrowing, of such Bank's proportionate share thereof and of the other
matters required by the immediately preceding sentence to be specified in the
Notice of Borrowing.

         (b)  (i)  Whenever the Borrower desires to incur Swingline Loans
hereunder, the Borrower shall give BTCo not later than 12:00 Noon (New York
time) on the day such Swingline Loan is to be made, written notice (or
telephonic notice promptly confirmed in writing) of each Swingline Loan to be
made hereunder.  Each such notice shall be irrevocable and shall specify in
each case (x) the date of such Borrowing (which shall be a Business Day) and
(y) the aggregate principal amount of the Swingline Loan to be made pursuant to
such Borrowing.

         (ii)  Mandatory Borrowings shall be made upon the notice specified in
Section 1.01(c), with the Borrower irrevocably agreeing, by its incurrence of
any Swingline Loan, to the making of Mandatory Borrowings as set forth in such
Section 1.01(c).

         (c)  Without in any way limiting the obligation of the Borrower to
confirm in writing any telephonic notice permitted to be given hereunder in
respect of a Borrowing of Swingline Loans, BTCo may prior to receipt of written
confirmation act without liability upon the basis of such telephonic notice,
believed by BTCo in good faith to be from the President, the Chief Financial
Officer, the Treasurer or any Assistant Treasurer of the Borrower.  In each
such case, the Borrower hereby waives the right to dispute BTCo's record of the
terms of such telephonic notice.

         1.04  Disbursement of Funds.  No later than 2:00 p.m. (New York time)
on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, no later than 3:00 p.m. (New York time) on the date specified
in Section 1.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than
12:00 noon (New York time) on the date specified in Section 1.01(c)), each Bank
will make available its pro rata portion of each such Borrowing requested to be
made on such date (or, in the case of Swingline Loans, BTCo will make available
the full amount thereof).  All such amounts shall be made available in Dollars
and in immediately available funds at the Payment Office of the Agent, and the
Agent will make available to the Borrower at the Payment Office the aggregate
of the amounts so made available by the Banks no later than 2:00 p.m. (New York
time) on such day (other than in respect of Mandatory Borrowings).  Unless the
Agent shall have been notified by any Bank prior to the date of Borrowing that
such Bank does not intend to make available to the Agent such Bank's portion of
any Borrowing to be made on such date, the Agent may assume that such Bank has
made





                                      -4-




such amount available to the Agent on such date of Borrowing and the Agent may,
in reliance upon such assumption, make available to the Borrower a
corresponding amount.  If such corresponding amount is not in fact made
available to the Agent by such Bank, the Agent shall be entitled to recover
such corresponding amount on demand from such Bank.  If such Bank does not pay
such corresponding amount forthwith upon the Agent's demand therefor, the Agent
shall promptly notify the Borrower and the Borrower shall immediately pay such
corresponding amount to the Agent.  The Agent shall also be entitled to recover
on demand from such Bank or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Agent to the Borrower until the date such
corresponding amount is recovered by the Agent, at a rate per annum equal to
(i) if recovered from such Bank, at the overnight Federal Funds Rate and (ii)
if recovered from the Borrower, the rate of interest applicable to the
respective Borrowing, as determined pursuant to Section 1.08.  Nothing in this
Section 1.04 shall be deemed to relieve any Bank from its obligation to make
Loans hereunder or to prejudice any rights which the Borrower may have against
any Bank as a result of any failure by such Bank to make Loans hereunder.

         1.05  Notes.  (a)  The Borrower's obligation to pay the principal of,
and interest on, the Loans made by each Bank shall be evidenced (i) if
Revolving Loans, by a promissory note duly executed and delivered by the
Borrower substantially in the form of Exhibit B-1 with blanks appropriately
completed in conformity herewith (each a "Revolving Note" and, collectively,
the "Revolving Notes") and (ii) if Swingline Loans, by a promissory note duly
executed and delivered by the Borrower substantially in the form of Exhibit B-2
with blanks appropriately completed in conformity herewith (the "Swingline
Note").

         (b)     The Revolving Note issued to each Bank shall (i) be executed
by the Borrower, (ii) be payable to such Bank or its registered assigns and be
dated the Effective Date, (iii) be in a stated principal amount equal to the
Revolving Loan Commitment of such Bank (or, if issued after the termination of
the Total Revolving Loan Commitment, be in a stated principal amount equal to
the outstanding Revolving Loans of such Bank at such time) and be payable in
the outstanding principal amount of the Revolving Loans evidenced thereby, (iv)
mature on the Final Maturity Date, (v) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to
voluntary prepayment as provided in Section 4.01 and mandatory repayment as
provided in Section 4.02, and (vii) be entitled to the benefits of this
Agreement and the other Credit Documents.





                                      -5-




         (c)     The Swingline Note issued to BTCo shall (i) be executed by the
Borrower, (ii) be payable to BTCo or its registered assigns and be dated the
Effective Date, (iii) be in a stated principal amount equal to the Maximum
Swingline Amount and be payable in the outstanding principal amount of the
Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date,
(v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

         (d)     Each Bank will note on its internal records the amount of each
Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby.  Failure to make any
such notation (or any error in such notation) shall not affect the Borrower's
obligations in respect of such Loans.

         1.06  Conversions.  The Borrower shall have the option to convert, on
any Business Day, all or a portion equal to at least the Minimum Borrowing
Amount of the outstanding principal amount of the Revolving Loans made pursuant
to one or more Borrowings of one or more Types of Revolving Loans into a
Borrowing of another Type of Revolving Loan, provided that (i) except as
otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into
Base Rate Loans only on the last day of an Interest Period applicable thereto
and no such partial conversion of Eurodollar Loans shall reduce the outstanding
principal amount of such Eurodollar Loans made pursuant to a single Borrowing
to less than the Minimum Borrowing Amount applicable thereto, (ii) Base Rate
Loans may only be converted into Eurodollar Loans if no Default or Event of
Default is in existence on the date of the conversion and (iii) no conversion
pursuant to this Section 1.06 shall result in a greater number of Borrowings of
Eurodollar Loans than is permitted under Section 1.02.  Each such conversion
shall be effected by the Borrower by giving the Agent at its Notice Office
prior to (x) 12:00 Noon (New York time) at least three Business Days' prior
notice (in the case of conversions into Eurodollar Loans) and (y) 2:00 p.m.
(New York time) at least one Business Day's prior notice (in the case of
conversions into Base Rate Loans) (each a "Notice of Conversion") specifying
the Revolving Loans to be so converted, the Borrowing(s) pursuant to which such
Revolving Loans were made and, if to be converted into Eurodollar Loans, the
Interest Period to be initially applicable thereto.  The Agent shall give each
Bank prompt notice of any such proposed conversion affecting any of its
Revolving Loans.  Upon any such conversion the proceeds thereof will be deemed
to be applied directly on the day of such conversion to prepay the outstanding
principal amount of the Revolving Loans being converted.





                                      -6-




         1.07  Pro Rata Borrowings.  All Borrowings of Revolving Loans under
this Agreement shall be incurred from the Banks pro rata on the basis of their
Revolving Loan Commitments, provided that all Borrowings of Revolving Loans
made pursuant to a Mandatory Borrowing shall be incurred from the Banks pro
rata on the basis of their Adjusted Percentages.  It is understood that no Bank
shall be responsible for any default by any other Bank of its obligation to
make Loans hereunder and that each Bank shall be obligated to make the Loans
provided to be made by it hereunder, regardless of the failure of any other
Bank to make its Loans hereunder.

         1.08  Interest.  (a)  The Borrower agrees to pay interest in respect
of the unpaid principal amount of each Base Rate Loan from the date the
proceeds thereof are made available to the Borrower until the earlier of (i)
the maturity thereof (whether by acceleration or otherwise) and (ii) the
conversion thereof to a Eurodollar Loan pursuant to Section 1.06, at a rate per
annum which shall be equal to the sum of the Applicable Base Rate Margin plus
the Base Rate in effect from time to time.

         (b)     The Borrower agrees to pay interest in respect of the unpaid
principal amount of each Eurodollar Loan from the date the proceeds thereof are
made available to the Borrower until the earlier of (i) the maturity thereof
(whether by acceleration or otherwise) and (ii) the conversion thereof to a
Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10, as applicable, at a rate
per annum which shall, during each Interest Period applicable thereto, be equal
to the sum of the Applicable Eurodollar Margin plus the Eurodollar Rate for
such Interest Period.

         (c)     Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable hereunder
shall, in each case, bear interest at a rate per annum equal to the greater of
(x) 2% per annum in excess of the rate otherwise applicable to Base Rate Loans
from time to time and (y) the rate which is 2% in excess of the rate then borne
by such Loans, in each case with such interest to be payable on demand.

         (d)     Accrued (and theretofore unpaid) interest shall be payable (i)
in respect of each Base Rate Loan, quarterly in arrears on each Quarterly
Payment Date, (ii) in respect of each Eurodollar Loan, on the last day of each
Interest Period applicable thereto and, in the case of an Interest Period in
excess of three months, on each date occurring at three month intervals after
the first day of such Interest Period and (iii) in respect of each Loan, on any
repayment (on the amount repaid), at maturity (whether by acceleration or
otherwise) and, after such maturity, on demand.

         (e)     Upon each Interest Determination Date, the Agent shall
determine the Eurodollar Rate for each Interest Period applicable to Eurodollar
Loans and shall





                                      -7-




promptly notify the Borrower and the Banks thereof.  Each such determination
shall, absent manifest error, be final and conclusive and binding on all
parties hereto.

         1.09  Interest Periods.  At the time the Borrower gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, any Eurodollar Loan (in the case of the initial Interest Period
applicable thereto) or on the third Business Day prior to the expiration of an
Interest Period applicable to such Eurodollar Loan (in the case of any
subsequent Interest Period), the Borrower shall have the right to elect, by
giving the Agent notice thereof, the interest period (each an "Interest
Period") applicable to such Eurodollar Loan, which Interest Period shall, at
the option of the Borrower, be a one, two, three or six-month period, provided
that:

              (i)  all Eurodollar Loans comprising a Borrowing shall at all
         times have the same Interest Period;

             (ii)  the initial Interest Period for any Eurodollar Loan shall
         commence on the date of Borrowing of such Eurodollar Loan (including
         the date of any conversion thereto from a Base Rate Loan) and each
         Interest Period occurring thereafter in respect of such Eurodollar
         Loan shall commence on the day on which the next preceding Interest
         Period applicable thereto expires;

            (iii)  if any Interest Period relating to a Eurodollar Loan begins
         on a day for which there is no numerically corresponding day in the
         calendar month at the end of such Interest Period, such Interest
         Period shall end on the last Business Day of such calendar month;

             (iv)  if any Interest Period would otherwise expire on a day which
         is not a Business Day, such Interest Period shall expire on the next
         succeeding Business Day; provided, however, that if any Interest
         Period for a Eurodollar Loan would otherwise expire on a day which is
         not a Business Day but is a day of the month after which no further
         Business Day occurs in such month, such Interest Period shall expire
         on the next preceding Business Day;

              (v)  no Interest Period may be selected at any time when a
         Default or an Event of Default is then in existence;

              (vi) no Interest Period in respect of any Borrowing of Eurodollar
         Loans shall be selected which extends beyond any date upon which a
         mandatory prepayment of Revolving Loans is required to be made under
         Section 4.02(a), as a result of reductions to the Total Revolving Loan
         Commitment pursuant to Section 3.03(b), unless the aggregate principal
         amount of Revolving Loans





                                      -8-




         which are maintained as Base Rate Loans or which have Interest Periods
         which will expire on or before such date will be sufficient to make
         such required payment; and

             (vii) no Interest Period shall be selected which extends beyond
         the Final Maturity Date.

         If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Loans, the Borrower has failed to elect, or is not
permitted to elect, a new Interest Period to be applicable to such Eurodollar
Loans as provided above, the Borrower shall be deemed to have elected to
convert such Eurodollar Loans into Base Rate Loans effective as of the
expiration date of such current Interest Period.

         1.10  Increased Costs, Illegality, etc.  (a)  In the event that any
Bank shall have determined (which determination shall, absent manifest error,
be final and conclusive and binding upon all parties hereto but, with respect
to clause (i) below, may be made only by the Agent):

            (i)  on any Interest Determination Date that, by reason of any
         changes arising after the date of this Agreement affecting the
         interbank Eurodollar market, adequate and fair means do not exist for
         ascertaining the applicable interest rate on the basis provided for in
         the definition of Eurodollar Rate; or

           (ii)  at any time, that such Bank shall incur actual increased costs
         or reductions in the amounts received or receivable hereunder with
         respect to any Eurodollar Loan because of (x) any change since the
         date of this Agreement in any applicable law or governmental rule,
         regulation, order, guideline or request (whether or not having the
         force of law) or in the interpretation or administration thereof and
         including the introduction of any new law or governmental rule,
         regulation, order, guideline or request, such as, for example, but not
         limited to:  (A) a change in the basis of taxation of payment to any
         Bank of the principal of or interest on the Notes or any other amounts
         payable hereunder (except for changes in the rate of tax on, or
         determined by reference to, the net income or profits of such Bank
         pursuant to the laws of the jurisdiction in which it is organized or
         in which its principal office or applicable lending office is located
         or any subdivision thereof or therein) or (B) a change in official
         reserve requirements, but, in all events, excluding reserves required
         under Regulation D to the extent included in the computation of the
         Eurodollar Rate and/or (y) other circumstances since the date of this
         Agreement affecting such Bank or the interbank Eurodollar market or
         the position of such Bank in such market (excluding, however,
         differences in a Bank's cost of funds from those of BTCo





                                      -9-




         which are solely the result of credit differences between such Bank
         and BTCo); or

          (iii)  at any time, that the making or continuance of any Eurodollar
         Loan has been made (x) unlawful by any law or governmental rule,
         regulation or order, (y) impossible by compliance by any Bank in good
         faith with any governmental request (whether or not having the force
         of law) or (z) impracticable as a result of a contingency occurring
         after the date of this Agreement which materially and adversely
         affects the interbank Eurodollar market;

then, and in any such event, such Bank (or the Agent, in the case of clause (i)
above) shall promptly give notice (by telephone confirmed in writing) to the
Borrower and, except in the case of clause (i) above, to the Agent of such
determination (which notice the Agent shall promptly transmit to each of the
other Banks).  Thereafter (x) in the case of clause (i) above, Eurodollar Loans
shall no longer be available until such time as the Agent notifies the Borrower
and the Banks that the circumstances giving rise to such notice by the Agent no
longer exist, and any Notice of Borrowing or Notice of Conversion given by the
Borrower with respect to Eurodollar Loans which have not yet been incurred
(including by way of conversion) shall be deemed rescinded by the Borrower, (y)
in the case of clause (ii) above, the Borrower shall pay to such Bank, within
10 days following written demand therefor (which may be no more often than
monthly), such additional amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Bank in its sole
discretion shall determine) as shall be required to compensate such Bank for
such increased costs or reductions in amounts received or receivable hereunder
(a written notice as to the additional amounts owed to such Bank, showing the
basis for the calculation thereof, submitted to the Borrower by such Bank
shall, absent manifest error, be final and conclusive and binding on all the
parties hereto) and (z) in the case of clause (iii) above, the Borrower shall
take one of the actions specified in Section 1.10(b) as promptly as possible
and, in any event, within the time period required by law.

         (b)  At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected by the circumstances described in
Section 1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then
being made initially or pursuant to a conversion, by giving the Agent
telephonic notice (confirmed in writing) on the same date that the Borrower was
notified by the affected Bank or the Agent pursuant to Section 1.10(a)(ii) or
(iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least
three Business Days' written notice to the Agent, require the affected Bank to
convert such Eurodollar Loan into a Base Rate Loan, provided that, if more than
one





                                      -10-




Bank is affected at any time, then all affected Banks must be treated the same
pursuant to this Section 1.10(b).

         (c)  If at any time after the date of this Agreement any Bank
determines that the introduction of or any change in any applicable law or
governmental rule, regulation, order, guideline, directive or request (whether
or not having the force of law) concerning capital adequacy, or any change in
interpretation or administration thereof by any governmental authority, central
bank or comparable agency, will have the effect of increasing the amount of
capital required or expected to be maintained by such Bank or any corporation
controlling such Bank based on the existence of such Bank's Revolving Loan
Commitment hereunder or its obligations hereunder, then the Borrower shall pay
to such Bank, within 10 days following its written demand therefor, such
additional amounts as shall be required to compensate such Bank or such other
corporation for the increased cost to such Bank or such other corporation or
the reduction in the rate of return to such Bank or such other corporation as a
result of such increase of capital.  In determining such additional amounts,
each Bank will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable, provided that such Bank's
determination of compensation owing under this Section 1.10(c) shall, absent
manifest error, be final and conclusive and binding on all the parties hereto.
Each Bank, upon determining that any additional amounts will be payable
pursuant to this Section 1.10(c), will give prompt written notice thereof to
the Borrower, which notice shall show the basis for calculation of such
additional amounts.

         1.11  Compensation.  The Borrower shall compensate each Bank, within
10 days following its written request (which request shall set forth the basis
for requesting such compensation and shall, absent manifest error, be final and
conclusive and binding on all the parties hereto), for all reasonable losses,
expenses and liabilities (including, without limitation, any loss, expense or
liability incurred by reason of the liquidation or reemployment of deposits or
other funds required by such Bank to fund its Eurodollar Loans) which such Bank
may sustain:  (i) if for any reason (other than a default by such Bank or the
Agent) a Borrowing of, or conversion from or into, Eurodollar Loans does not
occur on a date specified therefor in a Notice of Borrowing or Notice of
Conversion (whether or not withdrawn by the Borrower or deemed withdrawn
pursuant to Section 1.10(a)); (ii) if any repayment (including any repayment
made pursuant to Section 4.01 or 4.02 or as a result of an acceleration of the
Loans pursuant to Section 10) or conversion of any of its Eurodollar Loans
occurs on a date which is not the last day of an Interest Period with respect
thereto; (iii) if any prepayment of any of its Eurodollar Loans is not made on
the date specified in the notice of prepayment given by the Borrower in respect
of such Eurodollar Loans; or (iv) as a consequence of (x) any other default by
the Borrower to repay its Loans when required by the terms





                                      -11-




of this Agreement or any Note held by such Bank or (y) any election made
pursuant to Section 1.10(b).

         1.12  Change of Lending Office.  Each Bank agrees that on the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c), Section 2.06 or Section 4.04 with respect to such Bank,
it will use reasonable efforts (subject to overall policy considerations of
such Bank) to designate another lending office for any Loans or Letters of
Credit affected by such event, provided that such designation is made on such
terms that such Bank and its lending office suffer no economic, legal or
regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of such Section.  Nothing in this Section
1.12 shall affect or postpone any of the obligations of the Borrower or the
right of any Bank provided in Sections 1.10, 2.06 and 4.04.

         1.13  Replacement of Banks.  (x) If any Bank becomes a Defaulting Bank
or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings,
(y) if any Bank refuses to consent to any proposed change, waiver, discharge or
termination with respect to this Agreement which has been approved by the
Required Banks as provided in Section 13.12(b) or (z) upon the occurrence of
any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section
1.10(c), Section 2.06 or Section 4.04 with respect to any Bank which results in
such Bank charging to the Borrower increased costs in excess of those being
generally charged by the other Banks, the Borrower shall have the right, if no
Default or Event of Default then exists (or, in the case of preceding clause
(y), no Default or Event of Default will exist immediately after giving effect
to the respective replacement), to replace such Bank (the "Replaced Bank") with
one or more other Eligible Transferees, none of whom shall constitute a
Defaulting Bank at the time of such replacement (collectively, the "Replacement
Bank") and each of whom shall be required to be reasonably acceptable to the
Agent, provided that:

            (i)  at the time of any replacement pursuant to this Section 1.13,
         the Replaced Bank and the Replacement Bank shall enter into one or
         more Assignment and Assumption Agreements pursuant to Section 13.04(b)
         (and with all fees payable pursuant to said Section 13.04(b) to be
         paid by the Replacement Bank) pursuant to which the Replacement Bank
         shall acquire all of the Revolving Loan Commitment and outstanding
         Revolving Loans of, and participations in Letters of Credit by, the
         Replaced Bank and, in connection therewith, shall pay to (x) the
         Replaced Bank in respect thereof an amount equal to the sum of (A) an
         amount equal to the principal of, and all accrued interest on, all
         outstanding Revolving Loans of the Replaced Bank, (B) an amount equal
         to all Unpaid Drawings that have been funded by (and not reimbursed
         to) such Replaced Bank, together with all then unpaid interest with
         respect thereto at





                                      -12-




         such time and (C) an amount equal to all accrued, but theretofore
         unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01, (y)
         the respective Issuing Bank or Banks an amount equal to such Replaced
         Bank's Adjusted Percentage (for this purpose, determined as if the
         adjustment described in clause (y) of the immediately succeeding
         sentence had been made with respect to such Replaced Bank) of any
         Unpaid Drawing (which at such time remains an Unpaid Drawing) to the
         extent such amount was not theretofore funded by such Replaced Bank
         and (z) BTCo an amount equal to such Replaced Bank's Adjusted
         Percentage of any Mandatory Borrowing to the extent such amount was
         not theretofore funded by such Replaced Bank; and

           (ii)  all obligations of the Borrower owing to the Replaced Bank
         (other than those specifically described in clause (i) above in
         respect of which the assignment purchase price has been, or is
         concurrently being, paid) shall be paid in full to such Replaced Bank
         concurrently with such replacement.

         Upon the execution of the respective Assignment and Assumption
Agreements, the payment of amounts referred to in clauses (i) and (ii) above,
recordation of the assignment on the Register by the Agent pursuant to Section
13.17 and, if so requested by the Replacement Bank, delivery to the Replacement
Bank of the appropriate Revolving Note or Revolving Notes executed by the
Borrower, (x) the Replacement Bank shall become a Bank hereunder and the
Replaced Bank shall cease to constitute a Bank hereunder, except with respect
to indemnification provisions under this Agreement, which shall survive as to
such Replaced Bank and (y) the Adjusted Percentages of the Banks shall be
automatically adjusted at such time to give effect to such replacement (and to
give effect to the replacement of a Defaulting Bank with one or more
Non-Defaulting Banks).

         SECTION 2.Letters of Credit.

         2.01  Letters of Credit.  (a)  Subject to and upon the terms and
conditions set forth herein, the Borrower may request any Issuing Bank to
issue, at any time and from time to time on and after the Effective Date and
prior to the 30th day prior to the Final Maturity Date, (i) for the account of
the Borrower (including the account of the Borrower acting on behalf of any of
its Subsidiaries) and for the benefit of any holder (or any trustee, agent or
other similar representative for any such holders) of L/C Supportable
Indebtedness of the Borrower or any of its Subsidiaries, an irrevocable standby
letter of credit, in a form customarily used by such Issuing Bank or in such
other form as has been approved by such Issuing Bank and acceptable to the
Borrower (each such standby letter of credit, a "Standby Letter of Credit") in
support of such L/C Supportable Indebtedness and (ii) for the account of the
Borrower (including the account





                                      -13-




of the Borrower acting on behalf of any of its Subsidiaries) and for the
benefit of sellers of goods to the Borrower or any of its Subsidiaries, an
irrevocable sight commercial letter of credit, in a form customarily used by
such Issuing Bank or in such other form as has been approved by such Issuing
Bank and acceptable to the Borrower (each such commercial letter of credit, a
"Trade Letter of Credit" and each such Trade Letter of Credit and each Standby
Letter of Credit, a "Letter of Credit") in support of commercial transactions
of the Borrower and its Subsidiaries.

         (b)  Subject to and upon the terms and conditions set forth herein,
each Issuing Bank hereby agrees that it will, at any time and from time to time
on or after the Effective Date and prior to the 30th day prior to the Final
Maturity Date, following its receipt of the respective Letter of Credit
Request, issue for the account of the Borrower one or more Letters of Credit
(x) in the case of Standby Letters of Credit, in support of such L/C
Supportable Indebtedness of the Borrower or any of its Subsidiaries as is
permitted to remain outstanding without giving rise to a Default or an Event of
Default hereunder and (y) in the case of Trade Letters of Credit, in support of
sellers of goods as referenced in Section 2.01(a), provided that no Issuing
Bank shall be under any obligation to issue any Letter of Credit of the types
described above if at the time of such issuance:

            (i)  any order, judgment or decree of any governmental authority or
         arbitrator shall purport by its terms to enjoin or restrain such
         Issuing Bank from issuing such Letter of Credit or any requirement of
         law applicable to such Issuing Bank or any request or directive
         (whether or not having the force of law) from any governmental
         authority with jurisdiction over such Issuing Bank shall prohibit, or
         request that such Issuing Bank refrain from, the issuance of letters
         of credit generally or such Letter of Credit in particular or shall
         impose upon such Issuing Bank with respect to such Letter of Credit
         any restriction or reserve or capital requirement (for which such
         Issuing Bank is not otherwise compensated) not in effect on the date
         hereof, or any unreimbursed loss, cost or expense which was not
         applicable, in effect or known to such Issuing Bank as of the date of
         this Agreement and which such Issuing Bank in good faith deems
         material to it; or

           (ii)  such Issuing Bank shall have received notice from the Required
         Banks prior to the issuance of such Letter of Credit of the type
         described in the second sentence of Section 2.03(b).

         (c)  Notwithstanding anything to the contrary contained in this
Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which,
when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings
which are repaid on the





                                      -14-




date of, and prior to the issuance of, the respective Letter of Credit) at such
time would exceed, when added to the aggregate principal amount of all
Revolving Loans made by Non-Defaulting Banks and the aggregate principal amount
of all Swingline Loans then outstanding, an amount equal to the Adjusted Total
Available Revolving Loan Commitment at such time and (ii) each Letter of Credit
shall by its terms terminate on or before the earlier of (x) (A) in the case of
Standby Letters of Credit, the date which occurs 12 months (or such longer
period as may be acceptable to the respective Issuing Bank in its sole
discretion) after the date of the issuance thereof (although any such Standby
Letter of Credit may be extendable for successive periods of up to 12 months
(or such longer period, as the case may be), but not beyond the fifth Business
Day preceding the Final Maturity Date, on the same terms or, if different, on
terms acceptable to the Issuing Bank thereof) and (B) in the case of Trade
Letters of Credit, the date which occurs 180 days after the date of issuance
thereof or (y) five Business Days prior to the Final Maturity Date (or, in the
case of a negotiable Trade Letter of Credit, the 30th day prior to the Final
Maturity Date).  Each Letter of Credit issued hereunder shall be denominated in
Dollars.

         (d)  Schedule II contains a description of all letters of credit which
were issued pursuant to the Existing Credit Agreement and which are to remain
outstanding on the Effective Date (each such letter of credit (including the
Existing CoreStates IRB Letter of Credit), an "Existing Letter of Credit").
Each such Existing Letter of Credit shall constitute a Letter of Credit for all
purposes of this Agreement and shall, for purposes of Sections 2.04 and 3.01,
be deemed issued on the Effective Date.

         2.02  Minimum Stated Amount.  The initial Stated Amount of each Letter
of Credit shall be not less than $25,000 or such lesser amount as is acceptable
to the respective Issuing Bank.

         2.03  Letter of Credit Requests.  (a)  Whenever the Borrower desires
that a Letter of Credit be issued for its account, the Borrower shall give the
Agent and the respective Issuing Bank at least three Business Days' (or two
Business Days' in the case of Trade Letters of Credit to be issued after the
time at which the respective Issuing Bank and the Borrower agree on a standard
form of Trade Letter of Credit to be utilized hereunder, or, in each case such
shorter period as is acceptable to the respective Issuing Bank in any given
case) written notice thereof.  Each notice shall be in the form of Exhibit C
(each a "Letter of Credit Request").

         (b)  The making of each Letter of Credit Request shall be deemed to be
a representation and warranty by the Borrower that such Letter of Credit may be
issued in accordance with, and will not violate the requirements of, Section
2.01(c).  Unless the respective Issuing Bank has received notice from the
Required Banks before it





                                      -15-




issues a Letter of Credit that one or more of the conditions specified in
Section 5 or Section 6 are not then satisfied, or that the issuance of such
Letter of Credit would violate Section 2.01(c) or any other provision of this
Agreement, then such Issuing Bank shall issue the requested Letter of Credit
for the account of the Borrower in accordance with such Issuing Bank's usual
and customary practices.  Upon its issuance of any Standby Letter of Credit,
such Issuing Bank shall promptly notify each Bank of such issuance, which
notice shall be accompanied by a copy of the Standby Letter of Credit actually
issued.  In addition, each Issuing Bank agrees to notify the Agent in writing
on the first Business Day of each week of the daily aggregate Stated Amount of
each Letter of Credit issued by such Issuing Bank for the immediately preceding
week.

         2.04  Letter of Credit Participations.  (a)  Immediately upon the
issuance by any Issuing Bank of any Letter of Credit, such Issuing Bank shall
be deemed to have sold and transferred to each Bank, other than such Issuing
Bank (each such Bank, in its capacity under this Section 2.04(a), a
"Participant"), and each such Participant shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuing Bank, without
recourse or warranty, an undivided interest and participation, to the extent of
such Participant's Adjusted Percentage in such Letter of Credit, each drawing
made thereunder and the obligations of the Borrower under this Agreement with
respect thereto, and any security therefor or guaranty pertaining thereto.
Upon any change in the Revolving Loan Commitments or Adjusted Percentages of
the Banks pursuant to Section 1.13 or 13.04(b) or as a result of a Bank
Default, it is hereby agreed that, with respect to all outstanding Letters of
Credit and Unpaid Drawings relating to Letters of Credit, there shall be an
automatic adjustment to the participations pursuant to this Section 2.04(a) to
reflect the new Adjusted Percentages of the assignor and assignee Bank or of
all Banks with Revolving Loan Commitments, as the case may be.

         (b)  In determining whether to pay under any Letter of Credit, no
Issuing Bank shall have any obligation relative to the other Banks other than
to confirm that any documents required to be delivered under such Letter of
Credit appear to have been delivered and that they appear to substantially
comply on their face with the requirements of such Letter of Credit.  Any
action taken or omitted to be taken by any Issuing Bank under or in connection
with any Letter of Credit if taken or omitted in the absence of gross
negligence or willful misconduct, shall not create for such Issuing Bank any
resulting liability to the Borrower or any Bank.

         (c)  In the event that any Issuing Bank makes any payment under any
Letter of Credit and the Borrower shall not have reimbursed such amount in full
to such Issuing Bank pursuant to Section 2.05(a), such Issuing Bank shall
promptly notify the Agent,





                                      -16-




which shall promptly notify each Participant of such failure, and each such
Participant shall promptly and unconditionally pay to the Agent for the account
of such Issuing Bank the amount of such Participant's Adjusted Percentage of
such unreimbursed payment in Dollars and in same day funds.  If the Agent so
notifies, prior to 11:00 a.m.  (New York time) on any Business Day, any
Participant required to fund a payment under a Letter of Credit, such
Participant shall make available to the Agent for the account of such Issuing
Bank in Dollars such Participant's Adjusted Percentage of the amount of such
payment on such Business Day in same day funds.  If and to the extent such
Participant shall not have so made its Adjusted Percentage of the amount of
such payment available to the Agent for the account of such Issuing Bank, such
Participant agrees to pay to the Agent for the account of such Issuing Bank,
forthwith on demand such amount, together with interest thereon, for each day
from such date until the date such amount is paid to the Agent for the account
of such Issuing Bank at the overnight Federal Funds Rate.  The failure of any
Participant to make available to the Agent for the account of such Issuing Bank
its Adjusted Percentage of any payment under any Letter of Credit shall not
relieve any other Participant of its obligation hereunder to make available to
the Agent for the account of such Issuing Bank its Adjusted Percentage of any
Letter of Credit on the date required, as specified above, but no Participant
shall be responsible for the failure of any other Participant to make available
to the Agent for the account of such Issuing Bank such other Participant's
Adjusted Percentage of any such payment.

         (d)  Whenever any Issuing Bank receives a payment of a reimbursement
obligation as to which the Agent has received for the account of such Issuing
Bank any payments from the Participants pursuant to clause (c) above, such
Issuing Bank shall pay to the Agent and the Agent shall pay to each Participant
which has paid its Adjusted Percentage thereof, in Dollars and in same day
funds, an amount equal to such Participant's share (based upon the
proportionate aggregate amount originally funded by such Participant to the
aggregate amount funded by all Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of
the respective participations.

         (e)  Upon the request of any Participant, each Issuing Bank shall
furnish to such Participant copies of any Letter of Credit issued by it and
such other documentation as may reasonably be requested by such Participant.

         (f)  The obligations of the Participants to make payments to the Agent
for the account of each Issuing Bank with respect to Letters of Credit shall be
irrevocable and not subject to any qualification or exception whatsoever and
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances, including, without limitation, any of the following
circumstances:





                                      -17-





            (i)  any lack of validity or enforceability of this Agreement or
         any of the other Credit Documents;

           (ii)  the existence of any claim, setoff, defense or other right
         which the Borrower or any of its Subsidiaries may have at any time
         against a beneficiary named in a Letter of Credit, any transferee of
         any Letter of Credit (or any Person for whom any such transferee may
         be acting), the Agent, any Issuing Bank, any Participant, or any other
         Person, whether in connection with this Agreement, any Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between the
         Borrower or any of its Subsidiaries and the beneficiary named in any
         such Letter of Credit);

          (iii)  any draft, certificate or any other document presented under
         any Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

           (iv)  the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

            (v)  the occurrence of any Default or Event of Default.

         2.05  Agreement to Repay Letter of Credit Drawings.  (a)  The Borrower
hereby agrees to reimburse the respective Issuing Bank, by making payment to
the Agent in immediately available funds at the Payment Office (or by making
the payment directly to the respective Issuing Bank at such location as may
otherwise have been agreed upon by the Borrower and such Issuing Bank), for any
payment or disbursement made by it under any Letter of Credit issued by it
(each such amount, so paid until reimbursed, an "Unpaid Drawing"), on the day
immediately succeeding the date the Borrower is notified of such payment or
disbursement to the extent the Borrower is notified prior to or by 2:00 p.m.
(New York time) (or by 12:00 Noon on the second immediately succeeding Business
Day to the extent the Borrower is notified after 2:00 p.m. (New York time)),
with interest on the amount so paid or disbursed by such Issuing Bank accruing
from the date of such payment or disbursement to, but excluding, the date the
Agent was reimbursed by the Borrower at a rate per annum which shall be the
Base Rate in effect from time to time plus the Applicable Base Rate Margin,
provided, however, to the extent such amounts are not reimbursed prior to 12:00
Noon (New York time) on the third Business Day following notice to the Borrower
by the Agent or the respective Issuing Bank of such payment or disbursement,
interest shall thereafter accrue on the amounts so paid or disbursed by such
Issuing Bank (and until reimbursed by the Borrower) at a rate per annum which
shall be the Base Rate in effect





                                      -18-




from time to time plus the Applicable Base Rate Margin plus 2%, in each such
case, with interest to be payable on demand, it being understood and agreed,
however, that the notice referred to in the immediately preceding proviso shall
not be required to be given if a Default or an Event of Default under Section
10.05 shall have occurred and be continuing and, in such case, interest shall
accrue on and after the third Business Day after the respective Drawing at the
rate provided in the immediately preceding proviso.  The respective Issuing
Bank shall give the Borrower prompt notice of each Drawing under any Letter of
Credit issued by it, provided that the failure to give any such notice shall in
no way affect, impair or diminish the Borrower's obligations hereunder.

         (b)  The obligations of the Borrower under this Section 2.05 to
reimburse the respective Issuing Bank with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower may have or have had against any Bank
(including in its capacity as Issuing Bank or as Participant), including,
without limitation, any defense based upon the failure of any payment or
disbursement under a Letter of Credit (each a "Drawing") to conform to the
terms of the Letter of Credit or any nonapplication or misapplication by the
beneficiary of the proceeds of such Drawing; provided, however, that the
Borrower shall not be obligated to reimburse an Issuing Bank for any wrongful
payment made by it under a Letter of Credit as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of such Issuing
Bank.

         2.06  Increased Costs.  If at any time after the date of this
Agreement, the introduction of or any change in any applicable law, rule,
regulation, order, guideline or request or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any Issuing Bank or
any Participant with any request or directive by any such authority (whether or
not having the force of law), or any change in generally accepted accounting
principles in the United States, shall either (i) impose, modify or make
applicable any reserve, deposit, capital adequacy or similar requirement
against letters of credit issued by any Issuing Bank or participated in by any
Participant, or (ii) impose on any Issuing Bank or any Participant any other
conditions relating, directly or indirectly, to this Agreement or any Letter of
Credit; and the result of any of the foregoing is to increase the cost to any
Issuing Bank or any Participant of issuing, maintaining or participating in any
Letter of Credit, or reduce the amount of any sum received or receivable by any
Issuing Bank or any Participant hereunder or reduce the rate of return on its
capital with respect to Letters of Credit (except for changes in the rate of
tax on, or determined by reference to, the net income or profits of such
Issuing Bank or such Participant pursuant to the laws of the jurisdiction in
which it is organized






                                      -19-




or in which its principal office or applicable lending office is located or any
subdivision thereof or therein), then, within 10 days of written demand to the
Borrower by any Issuing Bank or any Participant (a copy of which demand shall
be sent by such Issuing Bank or such Participant to the Agent), the Borrower
shall pay to such Issuing Bank or such Participant such additional amount or
amounts as will compensate such Bank for such increased cost or reduction in
the amount receivable or reduction on the rate of return on its capital.  Any
Issuing Bank or any Participant, upon determining that any additional amounts
will be payable pursuant to this Section 2.06, will give prompt written notice
thereof to the Borrower, which notice shall include a certificate submitted to
the Borrower by such Issuing Bank or such Participant (a copy of which
certificate shall be sent by such Issuing Bank or such Participant to the
Agent), setting forth in reasonable detail the basis for the calculation of
such additional amount or amounts necessary to compensate such Issuing Bank or
such Participant.  The certificate required to be delivered pursuant to this
Section 2.06 shall, absent manifest error, be final and conclusive and binding
on the Borrower.

         2.07  Special Provisions Regarding the Existing CoreStates Letters of
Credit.  As provided above in this Section 2, on the Effective Date the
Existing CoreStates IRB Letter of Credit shall become a Letter of Credit under,
and for all purposes of, this Agreement.  Except as modified by the provisions
of this Section 2, Section 3.01 and as set forth in the respective amendments
(or terminations) delivered pursuant to Section 5.06(b) of the Existing Credit
Agreement, the provisions of the Existing CoreStates IRB Letter of Credit
Reimbursement Agreement shall continue to apply to the Existing CoreStates IRB
Letter of Credit.  In addition, notwithstanding anything to the contrary
contained in the Existing CoreStates Letters of Credit, but solely for purposes
of this Agreement, the Borrower (and not TAESI) shall be deemed to be the
account party under the Existing CoreStates Letters of Credit.

         SECTION 3.  Fees; Reductions of Commitments.

         3.01  Fees.  (a)  The Borrower agrees to pay to the Agent for
distribution to each Non-Defaulting Bank a commitment commission (the
"Commitment Commission") for the period from the Effective Date to and
including the Final Maturity Date (or such earlier date as the Total Revolving
Loan Commitment shall have been terminated), computed at a rate for each day
equal to the Applicable Commitment Commission Percentage on the daily average
Unutilized Revolving Loan Commitment of such Non-Defaulting Bank.  Accrued
Commitment Commission shall be due and payable quarterly in arrears on each
Quarterly Payment Date and on the Final Maturity Date or such earlier date upon
which the Total Revolving Loan Commitment is terminated.





                                      -20-




         (b)  The Borrower agrees to pay to the Agent for distribution to each
Non-Defaulting Bank (based on its Adjusted Percentage) a fee in respect of each
Letter of Credit issued hereunder (the "Letter of Credit Fee") from and
including the date of issuance of such Letter of Credit to and including the
termination or expiration of such Letter of Credit, computed at a rate equal to
the Applicable L/C Percentage on the daily Stated Amount of such Letter of
Credit.  Accrued Letter of Credit Fees shall be due and payable quarterly in
arrears on each Quarterly Payment Date and upon the first day after the
termination of the Total Revolving Loan Commitment upon which no Letters of
Credit remain outstanding.

         (c)  The Borrower agrees to pay to each Issuing Bank, for its own
account, a facing fee in respect of each Letter of Credit issued by such
Issuing Bank hereunder (the "Facing Fee") for the period from and including the
date of issuance of such Letter of Credit to and including the termination of
such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the
daily Stated Amount of such Letter of Credit, provided, that, in any event the
minimum amount of the Facing Fee for each Letter of Credit shall be $500 (it
being agreed that, at the time of any termination or expiration of a Letter of
Credit, if $500 exceeds the amount of Facing Fees theretofore paid or then
accrued with respect to such Letter of Credit, the amount of such excess shall
be payable on the next date upon which accrued Facing Fees are otherwise
payable with respect to Letters of Credit as provided in the following
sentence).  Accrued Facing Fees shall be due and payable quarterly in arrears
on each Quarterly Payment Date and upon the first day after the termination of
the Total Revolving Loan Commitment upon which no Letters of Credit remain
outstanding.

         (d)  The Borrower agrees to pay to each Issuing Bank with respect to
Letters of Credit issued by it upon each drawing under, issuance of, or
amendment to, any such Letter of Credit, such amount (including out-of-pocket
expenses) as shall at the time of such event be the administrative charge which
such Issuing Bank is generally imposing in connection with such occurrence with
respect to letters of credit.

         (e)  The Borrower agrees to pay to the Agent, for its own account,
such other fees as have been agreed to in writing by the Borrower and the
Agent.

         3.02  Voluntary Termination of Unutilized Commitments.  (a) Upon at
least two Business Days' prior notice to the Agent at its Notice Office (which
notice the Agent shall promptly transmit to each of the Banks), the Borrower
shall have the right, at any time or from time to time, without premium or
penalty, to terminate the Total Unutilized Revolving Loan Commitment, in whole
or in part, in integral multiples of $1,000,000 in the case of partial
reductions to the Total Unutilized Revolving Loan Commitment, provided that (i)
each such reduction shall apply proportionately to





                                      -21-




permanently reduce the Revolving Loan Commitment of each Bank, and (ii) the
reduction to the Total Unutilized Revolving Loan Commitment shall in no case be
in an amount which would cause the Revolving Loan Commitment of any Bank to be
reduced (as required by preceding clause (i)) by an amount which exceeds the
remainder of (x) the Unutilized Revolving Loan Commitment of such Bank as in
effect immediately before giving effect to such reduction minus (y) such Bank's
Adjusted Percentage of the aggregate principal amount of all Swingline Loans
then outstanding.

         (b)  In the event of any refusal by a Bank to consent to any proposed
change, waiver, discharge or termination with respect to this Agreement which
has been approved by the Required Banks as provided in Section 13.12(b), the
Borrower shall have the right, upon five Business Days' prior written notice to
the Agent at its Notice Office (which notice the Agent shall promptly transmit
to each of the Banks), to terminate the entire Revolving Loan Commitment of
such Bank, so long as all Revolving Loans, together with accrued and unpaid
interest, Fees and all other amounts, owing to such Bank are repaid pursuant to
Section 4.01(b) and such Bank's Adjusted Percentage of any outstanding Letters
of Credit are cash collateralized in a manner satisfactory to the Agent and the
respective Issuing Banks, in each case concurrently with the effectiveness of
such termination (at which time Schedule I shall be deemed modified to reflect
such changed amounts), and at such time such Bank shall no longer constitute a
"Bank" for purposes of this Agreement, except with respect to indemnifications
under this Agreement, which shall survive as to such repaid Bank.

         3.03  Mandatory Reduction of Revolving Loan Commitments.  (a)  The
Total Revolving Loan Commitment (and the Revolving Loan Commitment of each
Bank) shall terminate in its entirety on March 31, 1997 unless the Effective
Date has occurred on or before such date.

         (b)  In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, the Total Revolving Loan Commitment shall be permanently
reduced on the dates set forth below and in the amounts set forth opposite such
dates below:

  
 
             Date                                    Amount
             ----                                    ------
                                                 
         February 28, 2000                        $25,000,000
         February 28, 2001                        $50,000,000
 

         (c)  In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, on each date after the Effective Date upon which the
Borrower or any of its Subsidiaries receives any proceeds from any incurrence
by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money
(other than (i) Indebtedness for





                                      -22-




borrowed money permitted to be incurred pursuant to Section 9.04 as such
Section is in effect on the Effective Date and (ii) additional Indebtedness
permitted to be incurred by the Borrower or any of its Subsidiaries pursuant to
Section 9.04 as such Section may be modified by the Required Banks from time to
time but only to the extent that the Required Banks expressly waive the
applicability of this Section 3.03(c) with respect to the incurrence of such
additional Indebtedness or expressly permit the proceeds thereof to be used for
purposes other than for commitment reductions pursuant to this Section
3.03(c)), the Total Revolving Loan Commitment shall be permanently reduced by
an amount equal to 100% of the cash proceeds (net of underwriting or placement
discounts and commissions and other reasonable costs associated therewith) of
the respective incurrence of Indebtedness.

         (d)  In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, on each date after the Effective Date upon which the
Borrower or any of its Subsidiaries receives proceeds from any sale of assets
(including capital stock and securities held thereby, but excluding sales of
inventory in the ordinary course of business), the Total Revolving Loan
Commitment shall be permanently reduced by an amount equal to 100% of the Net
Sale Proceeds therefrom, provided, however, that up to $20,000,000 of such Net
Sale Proceeds received in any fiscal year of the Borrower may be retained by
the Borrower or such Subsidiary without any requirement to reduce the Total
Revolving Loan Commitment as provided above in this Section 3.03(d).

         (e)  In addition to any other mandatory commitment reductions pursuant
to this Section 3.03, within 10 Business Days following each date after the
Effective Date upon which the Borrower or any of its Subsidiaries receives any
proceeds from any Recovery Event, the Total Revolving Loan Commitment shall be
permanently reduced by an amount equal to 100% of the proceeds of such Recovery
Event (net of reasonable costs and taxes incurred in connection with such
Recovery Event), provided that so long as no Default or Event of Default then
exists, and such proceeds from such Recovery Event do not exceed $25,000,000
(or, if such proceeds exceed $25,000,000, the first $25,000,000 of such
proceeds), such proceeds shall not give rise to a reduction to the Total
Revolving Loan Commitment on such date to the extent that the Borrower has
delivered a certificate to the Agent on or prior to such date stating that the
Borrower or such Subsidiary shall commence actions within one year of such
Recovery Event to use such proceeds to replace or restore any properties or
assets in respect of which such proceeds were paid and that such replacement or
restoration shall be completed within two years following the date of such
Recovery Event (which certificate shall set forth the estimates of the proceeds
to be so expended), and provided further, that (i) if the amount of such
proceeds exceeds $25,000,000 and so long as no Default or Event of Default then
exists, then the Total Revolving Loan Commitment shall be permanently reduced
by only the portion of such proceeds in excess of $25,000,000 as provided





                                      -23-




above in this Section 3.03(e) and with the portion of such proceeds up to
$25,000,000 to be applied as provided in the immediately preceding proviso,
(ii) if the Borrower or such Subsidiary shall not have commenced actions within
the one year period following the date of such Recovery Event to use such
proceeds to replace or restore any properties or assets in respect of which
such proceeds were paid, the Total Revolving Loan Commitment shall be
permanently reduced on the last of such one year period by the amount of such
proceeds and (iii) if all or any portion of such proceeds from such Recovery
Event are not so used within the two year period following the date of such
Recovery Event, the Total Revolving Loan Commitment shall be permanently
reduced on the last day of such two year period by an amount equal to such
remaining portion.

         (f)  Each reduction to the Total Revolving Loan Commitment pursuant to
this Section 3.03 shall be applied proportionately to permanently reduce the
Revolving Loan Commitment of each Bank.

         (g)  The Total Revolving Loan Commitment (and the Revolving Loan
Commitment of each Bank) shall terminate in its entirety on the Final Maturity
Date.

         (h)  The Revolving Loan Commitments hereunder may not be terminated or
reduced except as expressly provided in Sections 3.02, 3.03 and/or 10.

         SECTION 4.  Prepayments; Payments; Taxes.

         4.01  Voluntary Prepayments.  (a) The Borrower shall have the right to
prepay the Loans, without premium or penalty, in whole or in part at any time
and from time to time on the following terms and conditions:  (i) the Borrower
shall give the Agent at its Notice Office written notice (or telephonic notice
promptly confirmed in writing) of its intent to prepay the Loans, whether such
Loans are Revolving Loans or Swingline Loans, the amount of such prepayment,
the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the
specific Borrowing or Borrowings pursuant to which made, which notice shall be
given by the Borrower prior to (x) 2:00 p.m. (New York time) at least one
Business Day prior to the date of such prepayment in the case of Revolving
Loans maintained as Base Rate Loans, (y) 12:00 Noon (New York time) on the date
of such prepayment in the case of Swingline Loans and (z) 12:00 Noon (New York
time) at least three Business Days prior to the date of such prepayment in the
case of Eurodollar Loans, which notice shall, except in the case of Swingline
Loans, promptly be transmitted by the Agent to each of the Banks; (ii) each
prepayment shall be in an aggregate principal amount of at least $500,000 (or
$250,000 in the case of Swingline Loans) and, if greater, shall be in an
integral multiple of $50,000, provided that if any partial prepayment of
Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding
Eurodollar Loans made pursuant to such Borrowing to an





                                      -24-




amount less than the Minimum Borrowing Amount applicable thereto, then such
Borrowing may not be continued as a Borrowing of Eurodollar Loans and any
election of an Interest Period with respect thereto given by the Borrower shall
have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to
this Section 4.01(a) which are made on a day other than the last day of an
Interest Period applicable thereto shall be accompanied by any amounts owing
pursuant to Section 1.11; and (iv) each prepayment in respect of any Revolving
Loans made pursuant to a Borrowing shall be applied pro rata among such
Revolving Loans; provided that at the Borrower's election in connection with
any prepayment of Revolving Loans pursuant to this Section 4.01(a), such
prepayment shall not be applied to any Revolving Loan of a Defaulting Bank.

         (b)  In the event of any refusal by a Bank to consent to any proposed
change, waiver, discharge or termination with respect to this Agreement which
has been approved by the Required Banks as provided in Section 13.12(b), the
Borrower shall have the right, upon five Business Days' prior written notice to
the Agent at its Notice Office (which notice the Agent shall promptly transmit
to each of the Banks) to repay all Revolving Loans, together with accrued and
unpaid interest, Fees, and other amounts owing to such Bank in accordance with
said Section 13.12(b) so long as (A) in the case of the repayment of Revolving
Loans of any Bank pursuant to this clause (b) the Revolving Loan Commitment of
such Bank is terminated concurrently with such repayment pursuant to Section
3.02(b) (at which time Schedule I shall be deemed modified to reflect the
changed Revolving Loan Commitments) and such Bank's Adjusted Percentage of any
outstanding Letters of Credit are cash collateralized in a manner satisfactory
to the Agent at such time and (B) the consents required by Section 13.12(b) in
connection with the repayment pursuant to this clause (b) have been obtained.

         4.02  Mandatory Repayments.  (a)(i) On any day on which the sum of the
aggregate outstanding principal amount of the Revolving Loans made by
Non-Defaulting Banks, Swingline Loans and the Letter of Credit Outstandings
exceeds the Adjusted Total Available Revolving Loan Commitment as then in
effect, the Borrower shall prepay on such date principal of Swingline Loans,
and if no Swingline Loans are or remain outstanding, Revolving Loans of
Non-Defaulting Banks in an aggregate amount equal to such excess.  If after
giving effect to the prepayment of all outstanding Swingline Loans and
Revolving Loans of Non-Defaulting Banks, the aggregate amount of the Letter of
Credit Outstandings exceeds the Adjusted Total Available Revolving Loan
Commitment as then in effect, the Borrower shall pay to the Agent at the
Payment Office on such date an amount of cash or Cash Equivalents equal to the
amount of such excess (up to a maximum amount equal to the Letter of Credit
Outstandings at such time), such cash or Cash Equivalents to be held as
security for all obligations of the





                                      -25-




Borrower to Non-Defaulting Banks hereunder in a cash collateral account to be
established by the Agent.

         (ii)  On any day on which the aggregate outstanding principal amount
of the Revolving Loans made by any Defaulting Bank exceeds the Available
Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay
principal of Revolving Loans of such Defaulting Bank in an amount equal to such
excess.

         (b)  With respect to each repayment of Revolving Loans required by
this Section 4.02, the Borrower may designate the Types of Revolving Loans
which are to be repaid and, in the case of Eurodollar Loans, the specific
Borrowing or Borrowings pursuant to which made, provided that:  (i) repayments
of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last
day of an Interest Period applicable thereto unless all Eurodollar Loans with
Interest Periods ending on such date of required repayment and all Base Rate
Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made
pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans
made pursuant to such Borrowing to an amount less than the Minimum Borrowing
Amount applicable thereto, such Borrowing shall be converted at the end of the
then current Interest Period into a Borrowing of Base Rate Loans; and (iii)
each repayment of any Revolving Loans made pursuant to a Borrowing shall be
applied pro rata among such Revolving Loans.  In the absence of a designation
by the Borrower as described in the preceding sentence, the Agent shall,
subject to the above, make such designation in its sole discretion.

         (c)  Notwithstanding anything to the contrary contained elsewhere in
this Agreement, (i) all then outstanding Swingline Loans shall be repaid in
full on the Swingline Expiry Date and (ii) all then outstanding Revolving Loans
shall be repaid in full on the Final Maturity Date.

         4.03  Method and Place of Payment.  Except as otherwise specifically
provided herein, all payments under this Agreement or any Note shall be made to
the Agent for the account of the Bank or Banks entitled thereto not later than
2:00 p.m. (New York time) on the date when due and shall be made in Dollars in
immediately available funds at the Payment Office of the Agent.  Whenever any
payment to be made hereunder or under any Note shall be stated to be due on a
day which is not a Business Day, the due date thereof shall be extended to the
next succeeding Business Day and, with respect to payments of principal,
interest shall be payable at the applicable rate during such extension.

         4.04  Net Payments.  (a)  All payments made by the Borrower hereunder,
or by the Borrower under any Note, will be made without setoff, counterclaim or
other





                                      -26-




defense.  Except as provided in Section 4.04(b), all such payments will be made
free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any
political subdivision or taxing authority thereof or therein with respect to
such payments (but excluding, except as provided in the second succeeding
sentence, any tax imposed on or measured by the net income or net profits of a
Bank pursuant to the laws of the jurisdiction in which it is organized or in
which the principal office or applicable lending office of such Bank is located
or any subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect thereto (collectively, "Taxes").  If any Taxes are so
levied or imposed, the Borrower agrees to pay the full amount of such Taxes,
and such additional amounts as may be necessary so that every payment of all
amounts due under this Agreement or under any Note, after withholding or
deduction for or on account of any Taxes, will not be less than the amount
provided for herein or in such Note.  If any amounts are payable in respect of
Taxes pursuant to the preceding sentence, then the Borrower agrees to reimburse
each Bank, upon the written request of such Bank, for taxes imposed on or
measured by the net income or net profits of such Bank pursuant to the laws of
the jurisdiction in which the principal office or applicable lending office of
such Bank is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which the principal office or applicable
lending office of such Bank is located and for any withholding of income or
similar taxes as such Bank shall determine are payable by, or withheld from,
such Bank in respect of such amounts so paid to or on behalf of such Bank
pursuant to the preceding sentence and in respect of any amounts paid to or on
behalf of such Bank pursuant to this sentence.  The Borrower will furnish to
the Agent within 45 days after the date the payment of any Taxes is due
pursuant to applicable law certified copies of tax receipts evidencing such
payment by the Borrower.  The Borrower agrees to indemnify and hold harmless
each Bank, and reimburse such Bank upon its written request, for the amount of
any Taxes so levied or imposed and paid by such Bank.

         (b)  Each Bank that is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax
purposes agrees (i) in the case of any such Bank that is a "bank" within the
meaning of Section 881(c)(3)(A) of the Code and which constitutes a Bank
hereunder on the Effective Date, to provide to the Borrower and the Agent on or
prior to the Effective Date two original signed copies of Internal Revenue
Service Form 4224 or Form 1001 certifying to such Bank's entitlement to an
exemption from United States withholding tax with respect to payments to be
made under this Agreement and under any Note, (ii) in the case of any such Bank
that is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, that,
to the extent legally entitled to do so, (x) with respect to a Bank that is an
assignee or transferee of an interest under this Agreement pursuant to Section
1.13 or 13.04(b)





                                      -27-




(unless the respective Bank was already a Bank hereunder immediately prior to
such assignment or transfer), upon the date of such assignment or transfer to
such Bank, and (y) with respect to any such Bank, from time to time upon the
reasonable written request of the Borrower or the Agent after the Effective
Date, such Bank will provide to the Borrower and the Agent two original signed
copies of Internal Revenue Service Form 4224 or Form 1001 (or any successor
forms) certifying to such Bank's entitlement to an exemption from, or reduction
in, United States withholding tax with respect to payments to be made under
this Agreement and under any Note, (iii) in the case of any such Bank (other
than a Bank described in clause (i) or (ii) above) which constitutes a Bank
hereunder on the Effective Date, to provide to the Borrower and the Agent, on
or prior to the Effective Date (x) a certificate substantially in the form of
Exhibit D (any such certificate, a "Section 4.04(b)(iii) Certificate") and (y)
two accurate and complete original signed copies of Internal Revenue Service
Form W-8, certifying to such Bank's entitlement at the date of such certificate
(assuming compliance with Section 13.17 as, and to the extent, provided
therein) to an exemption from U.S. withholding tax under the provisions of
Section 881(c) of the Code with respect to payments to be made under this
Agreement and under any Note and (iv) in the case of any such Bank (other than
a Bank described in clause (i) or (ii) above), to the extent legally entitled
to do so, (x) with respect to a Bank that is an assignee or transferee of an
interest under this Agreement pursuant to Section 1.13 or 13.04(b) (unless the
respective Bank was already a Bank hereunder immediately prior to such
assignment or transfer), upon the date of such assignment or transfer to such
Bank, and (y) with respect to any such Bank, from time to time upon the
reasonable written request of the Borrower or the Agent after the Effective
Date, to provide to the Borrower and the Agent such Section 4.04(b)(iii)
Certificate, Internal Revenue Service Form W-8 and/or such other forms as may
be required in order to establish the entitlement of such Bank to an exemption
from withholding with respect to payments under this Agreement and under any
Note.  Notwithstanding anything to the contrary contained in Section 4.04(a),
but subject to the immediately succeeding sentence, the Borrower shall be
entitled, to the extent it is required to do so by law, to deduct or withhold
income or similar taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or
other amounts payable hereunder (without any obligation to pay the respective
Bank additional amounts with respect thereto) for the account of any Bank which
is not a United States person (as such term is defined in Section 7701(a)(30)
of the Code) for U.S. Federal income tax purposes and which has not provided to
the Borrower such forms required to be provided to the Borrower pursuant to the
first sentence of this Section 4.04(b) (or to the extent such forms do not
establish a complete exemption from such withholding).  Notwithstanding
anything to the contrary contained in the preceding sentence and except as set
forth in Section 13.04(b), the Borrower agrees to indemnify each Bank in the
manner set forth in Section 4.04(a) in respect of any amounts deducted or
withheld by it as described in the immediately





                                      -28-




preceding sentence as a result of any changes after the Effective Date in any
applicable law, treaty, governmental rule, regulation, guideline or order, or
in the interpretation thereof, relating to the deducting or withholding of
income or similar Taxes.

         (c)  If the Borrower pays any additional amount under this Section
4.04 to a Bank that is organized under the laws of a jurisdiction outside the
United States and such Bank determines in its sole discretion that it has
actually received or realized in connection therewith any refund or any
reduction of, or credit against, its tax liabilities, such Bank shall pay to
the Borrower an amount that such Bank shall, in its sole discretion, determine
is equal to the net benefit, after tax, which was obtained by such Bank as a
consequence of such refund, reduction or credit.  Whether or not a Bank claims
any refund or credit shall be in the sole discretion of such Bank.  Nothing in
this Section 4.04(c) shall require a Bank to disclose or detail the basis of
its calculation of the amount of any tax benefit or any other amount to the
Borrower or to any other party (including, without limitation, any tax return).

         SECTION 5.  Conditions Precedent to the Effective Date.  The
occurrence of the Effective Date pursuant to Section 13.10, is subject to the
satisfaction of the following conditions:

         5.01  Execution of Agreement; Notes.  On or prior to the Effective
Date (i) this Agreement shall have been executed and delivered as provided in
Section 13.10 and (ii) there shall have been delivered to the Agent for the
account of each of the Banks the appropriate Revolving Note and to BTCo the
Swingline Note, in each case executed by the Borrower and in the amount,
maturity and as otherwise provided herein.

         5.02  Officer's Certificate.  On the Effective Date, the Agent shall
have received a certificate dated the Effective Date signed on behalf of the
Borrower by the President, any Executive Vice President or any Vice President
of the Borrower stating that all of the conditions in Sections 5.06, 5.09,
5.10, 5.14 (except to the extent that such condition is required to be
satisfactory to or determined by the Banks and/or the Agent), 5.17 and 6.02
have been satisfied on such date.

         5.03  Opinions of Counsel.  On the Effective Date, the Agent shall
have received (i) from Winstead, Sechrest & Minick P.C., counsel to the
Borrower, an opinion addressed to the Agent and each of the Banks upon the
express instruction of the Borrower and dated the Effective Date covering the
matters set forth in Exhibit E-1 and such other matters incident to the
transactions contemplated herein as the Agent may reasonably request, (ii) from
Brown & Wood, special New York counsel to the Borrower, an opinion addressed to
the Agent and each of the Banks upon the express instruction of the Borrower
covering the matters set forth in Exhibit E-2 and such other





                                      -29-




matters incident to the transactions contemplated herein as the Agent may
reasonably request, (iii) from Russell E. Painton, Esq., General Counsel to
the Borrower, covering the matters set forth on Exhibit E-3 and such other
matters incident to the transactions contemplated herein as the Agent may
reasonably request.

         5.04  Corporate Documents; Proceedings.  (a)  On the Effective Date,
the Agent shall have received a certificate from each Credit Party, dated the
Effective Date, signed by the President, any Executive Vice President or any
Vice President of such Credit Party and attested to by the Secretary or any
Assistant Secretary of such Credit Party, in the form of Exhibit F with
appropriate insertions, together with copies of the Certificate of
Incorporation, By-Laws and the resolutions of such Credit Party referred to in
such certificate, and the foregoing shall be acceptable to the Agent in its
reasonable discretion.

         (b)  On the Effective Date, the Agent shall have received bring-down
certificates of all Credit Parties stating to the effect that each such Credit
Party is in good standing in its respective state of incorporation and in those
states where each such Credit Party conducts business.

         (c)  All corporate and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this Agreement
and the other Documents shall be satisfactory in form and substance to the
Agent and the Agent shall have received all information and copies of all
documents and papers, including records of corporate proceedings, governmental
approvals, good standing certificates and bring-down telegrams, if any, which
the Agent reasonably may have requested in connection therewith, such documents
and papers where appropriate to be certified by proper corporate or
governmental authorities.

         5.05  Debt Agreements; Tax Sharing Agreement.  On or prior to the
Effective Date, there shall have been delivered (or made available) to the
Agent true and correct copies, certified as true and complete by an appropriate
officer of the Borrower, of (i) all agreements evidencing or relating to any
Existing Indebtedness in excess of $1,000,000 and (ii) any tax sharing or tax
allocation agreements or similar agreements entered into by the Borrower or any
of its Subsidiaries with any third Person (collectively, the "Tax Sharing
Agreements"); all of which Existing Indebtedness agreements and Tax Sharing
Agreement shall be in form and substance satisfactory to the Agent and shall be
in full force and effect on the Effective Date.

         5.06  Issuance of the New Senior Subordinated Notes.  (a) On or prior
to the Effective Date, the Borrower shall have received cash proceeds of at
least $244,000,000 from the issuance of the New Senior Subordinated Notes.





                                      -30-





         (b)  On or prior to the Effective Date, there shall have been
delivered to the Banks true and correct copies of all of the New Senior
Subordinated Note Documents and all of the terms and conditions of the New
Senior Subordinated Note Documents (including, without limitation,
amortization, maturities, interest rates, covenants, defaults, limitations on
cash interest payable, remedies, sinking fund provisions and subordination
provisions) shall be in form and substance satisfactory to the Agent and the
Required Banks.

         5.07  Pledge Agreement, etc.  (a) On the Effective Date, each Credit
Party shall have duly authorized, executed and delivered the Pledge Agreement
in the form of Exhibit G (as modified, amended or supplemented from time to
time in accordance with the terms thereof and hereof, the "Pledge Agreement")
and shall have delivered to the Collateral Agent, as pledgee thereunder all of
the Pledged Stock referred to therein, accompanied by executed and undated
stock powers, and the Pledge Agreement shall be in full force and effect.

         (b)  On or prior to the Effective Date, there shall have been
delivered to the Agent certified copies of Requests for Information or Copies
(Form UCC-11), or equivalent reports, listing all effective financing
statements that name the Borrower or any other Credit Party as debtor and that
are filed against the Borrower or such other Credit Party, together with copies
of such other financing statements (other than financing statements that were
delivered under the Existing Credit Agreement) that name the Borrower or any
other Credit Party as debtor (none of which shall cover the assets of the
Borrower or any such other Credit Party except to the extent evidencing
Permitted Liens or in respect of which the Collateral Agent shall have received
termination statements (Form UCC-3) or such other termination statements as
shall be required by local law fully executed for filing).

         5.08  Subsidiaries Guaranty.  On the Effective Date, each Subsidiary
Guarantor shall have duly authorized, executed and delivered the Subsidiaries
Guaranty in the form of Exhibit H (as modified, amended or supplemented from
time to time in accordance with the terms thereof and hereof, the "Subsidiaries
Guaranty"), and the Subsidiary Guaranty shall be in full force and effect.

         5.09  Adverse Change, etc.  (a)  Nothing shall have occurred (and the
Banks shall have become aware of no facts or conditions not previously known)
which the Agent or the Required Banks shall determine has, or could reasonably
be expected to have, a material adverse effect on the rights or remedies of the
Agent or the Banks, or on the ability of the Borrower or any of the other
Credit Parties to perform their respective obligations to the Agent and the
Banks or which has, or could reasonably be expected to have, a materially
adverse effect on the business, operations, property,





                                      -31-




assets, liabilities, condition (financial or otherwise) or prospects of the
Borrower or of the Borrower and its Subsidiaries taken as a whole.

         (b)  On or prior to the Effective Date, all necessary governmental
(domestic and foreign) and third party approvals in connection with the
Transaction and the other transactions contemplated by the Documents and
otherwise referred to herein or therein shall have been obtained and remain in
effect, and all applicable waiting periods shall have expired without any
action being taken by any competent authority which restrains, prevents or
imposes materially adverse conditions upon the consummation of the Transaction
and the other transactions contemplated by the Documents and otherwise referred
to herein or therein.  Additionally, there shall not exist any judgment, order,
injunction or other restraint issued or filed or a hearing seeking injunctive
relief or other restraint pending or notified prohibiting or imposing
materially adverse conditions upon the consummation of the Transaction or the
making of the Loans.

         5.10  Litigation.  On the Effective Date, no litigation by any entity
(private or governmental) shall be pending or threatened (i) with respect to
this Agreement or any documentation executed in connection herewith or the
transactions contemplated hereby (including the Transaction), (ii) with respect
to any material Indebtedness of the Borrower, or of the Borrower and its
Subsidiaries taken as a whole which is to remain outstanding after the
Effective Date or (iii) which the Agent or the Required Banks shall determine
could reasonably be expected to have a materially adverse effect on the
business, operations, property, assets, liabilities, condition (financial or
otherwise) or prospects of the Borrower or of the Borrower and its Subsidiaries
taken as a whole.

         5.11  Fees, etc.  On the Effective Date, the Borrower shall have paid
to the Agent and the Banks all reasonable costs, fees and expenses (including,
without limitation, reasonable legal fees and expenses) payable to the Agent
and the Banks to the extent then due.

         5.12  Solvency Certificate.  On the Effective Date, the Borrower shall
cause to be delivered to the Agent (or the Agent shall have received) a
certificate from the chief financial officer of the Borrower in the form of
Exhibit I, addressed to the Agent and each of the Banks and dated the Effective
Date, supporting the conclusions that, after giving effect to the Transaction
and the incurrence of all financings contemplated herein, the Borrower and its
Subsidiaries taken as a whole are not insolvent and will not be rendered
insolvent by the indebtedness incurred in connection herewith, will not be left
with unreasonably small capital with which to engage in their business and will
not have incurred debts beyond their ability to pay such debts as they mature
and become due.





                                      -32-





         5.13  Consent Letter.  On the Effective Date, the Agent shall have
received a letter from CT Corporation System, presently located at 1633
Broadway, New York, New York 10019, substantially in the form of Exhibit J,
indicating its consent to its appointment by the Borrower and the other Credit
Parties as their agent to receive service of process as specified in Section
13.08 of this Agreement and Section 21 of the Subsidiaries Guaranty.

         5.14  Existing Credit Agreement; etc.  (a) On or prior to the
Effective Date, the commitments under the Existing Credit Agreement shall have
been terminated, all Loans thereunder shall have been repaid in full, together
with all accrued and unpaid interest thereon, all accrued and unpaid fees
thereunder shall have been paid in full, all letters of credit issued
thereunder shall have been terminated or incorporated hereunder as Letters of
Credit, and all other amounts then owing pursuant to the Existing Credit
Agreement shall have been repaid in full, and the Agent shall have received
evidence in form, scope and substance satisfactory to it that the matters set
forth in this Section 5.14(a) have been satisfied at such time.

                 (b)      On or prior to the Effective Date, all security
interests and Liens created under the Existing Credit Agreement and the related
security documents on the capital stock of, and assets owned by, the Borrower
and its Subsidiaries shall have been terminated and released and the Agent
shall have received all such releases as may have been requested by the Agent,
which releases shall be in scope, form and substance satisfactory to the Agent.

         5.15  Pro Forma Balance Sheet and Income Statements; Projections; Pro
Forma Financial Statements; Financial Officer's Certificates.  (a) On or prior
to the Effective Date, the Banks shall have received (x) an unaudited pro forma
consolidated balance sheet of the Borrower and its Subsidiaries at December 31,
1996 and (y) an unaudited pro forma consolidated income statement of the
Borrower and its Subsidiaries for the period ending December 31, 1996, in each
case prepared in accordance with generally accepted accounting principles
except as specifically set forth therein (after giving effect to the
Transaction, the related financing thereof and the other transactions
contemplated hereby and thereby), which pro forma financial statements shall be
in form and substance satisfactory to the Agent and Required Banks.

         (b)  On or prior to the Effective Date, the Borrower shall have
delivered to each Bank:

            (i)  projected financial statements for the Borrower and its
         Subsidiaries for the period from the Effective Date to and including
         December 31, 2006 (the "Projections"), which Projections (x) shall
         reflect the forecasted financial





                                      -33-




         condition and income and expenses of the Borrower and its Subsidiaries
         after giving effect to the Transaction and the related financing
         thereof and the other transactions contemplated hereby and thereby,
         (y) shall be certified by the chief financial officer of the Borrower
         and (z) shall be satisfactory in form and substance to the Agent and
         the Required Banks; and

           (ii)  to the extent that the Existing Senior Subordinated Notes
         Consent Solicitation is not consummated on the Effective Date, the
         Banks shall have received such calculations and pro forma financial
         data (including a certificate from the chief financial officer of the
         Borrower) as shall be reasonably required by the Agent in order for
         them to determine, pursuant to Section 5.16, that the incurrence of
         debt contemplated hereunder complies in all respects with the terms of
         the Existing Senior Subordinated Notes Indentures, all of which shall
         be in form and substance satisfactory to the Agent and the Required
         Banks.

         5.16  Existing Senior Subordinated Notes.  On or prior to the
Effective Date, (i) the Borrower shall have delivered to the Agent such
evidence as may be required by the Agent (including, without limitation,
evidence demonstrating compliance with the requirements of Section 4.12(a) of
each Existing Senior Subordinated Notes Indenture to the extent that the
Existing Senior Subordinated Notes Consent Solicitation is not consummated on
the Effective Date) to the effect that under the terms of the Existing Senior
Subordinated Notes Documents, this Agreement (and only this Agreement)
constitutes the "New Bank Credit Facility" (as defined in the Existing Senior
Subordinated Notes Indenture), and (ii) the Borrower shall have taken all other
action as may be necessary or, in the opinion of the Agent desirable, to ensure
that this Agreement is entitled to all the rights and benefits afforded the
"New Bank Credit Facility" under the Existing Senior Subordinated Note
Indentures (including, without limitation, by delivering to the respective
trustees thereunder the notification required by the final sentence of the
definition "New Bank Credit Facility" contained therein) and that the issuance
of the Notes hereunder, the issuance of the New Senior Subordinated Notes and
the Transaction do not conflict with, constitute a default under, or require
any consent or approval pursuant to the terms of the Existing Senior
Subordinated Note Documents.

         5.17  Existing Senior Subordinated Notes Tender Offer and Existing
Senior Subordinated Notes Consent Solicitation.  On or prior to the Effective
Date, the Borrower shall have commenced the Existing Senior Subordinated Notes
Tender Offer and the Existing Senior Subordinated Notes Consent Solicitation,
and the Agent shall have received true and correct copies of all Existing
Senior Subordinated Notes Tender Offer Documents and all Existing Senior
Subordinated Notes Consent Solicitation





                                      -34-




Documents and all of the terms and conditions of such Documents shall be in
form and substance satisfactory to the Agent and the Required Banks.

         SECTION 6.  Conditions Precedent to All Credit Events.  The obligation
of each Bank to make Loans, and the obligation of an Issuing Bank to issue any
Letter of Credit, is subject, at the time of each such Credit Event (except as
hereinafter indicated), to the satisfaction of the following conditions:

         6.01  Effective Date.  The Effective Date shall have occurred.

         6.02  No Default; Representations and Warranties.  At the time of each
such Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein shall be true and correct in all material respects with the
same effect as though such representations and warranties had been made on the
date of the making of such Credit Event (it being understood and agreed that
any representation or warranty which by its terms is made as of a specified
date shall be required to be true and correct in all material respects only as
of such specified date).

         6.03  Notice of Borrowing; Letter of Credit Requests.  (a)  Prior to
the making of each Revolving Loan, the Agent shall have received a Notice of
Borrowing meeting the requirements of Section 1.03(a).  Prior to the making of
each Swingline Loan, BTCo shall have received a notice referred to in Section
1.03(b)(i).

         (b)  Prior to the issuance of each Letter of Credit, the Agent and the
respective Issuing Bank shall have received a Letter of Credit Request meeting
the requirements of Section 2.03(a).

         The occurrence of the Effective Date and the acceptance of the
proceeds or benefits of each Credit Event shall constitute a representation and
warranty by the Borrower to the Agent and each of the Banks that all the
conditions specified in Section 5 and in this Section 6 and applicable to such
Credit Event are satisfied as of that time (it being understood and agreed that
any representation or warranty which by its terms is made as of a specified
date shall be required to be true and correct in all material respects as of
such specified date).  All of the Notes, certificates, legal opinions and other
documents and papers referred to in Section 5 and in this Section 6, unless
otherwise specified, shall have been delivered to the Agent at the Notice
Office for the account of each of the Banks and, except for the Notes, in
sufficient counterparts for each of the Banks and shall be in form and
substance as required in this Agreement.

     SECTION 7.  Representations, Warranties and Agreements.  In order to induce





                                      -35-




the Banks to enter into this Agreement and to make the Loans, and issue (or
participate in) the Letters of Credit as provided herein, the Borrower makes
the following representations, warranties and agreements, in each case after
giving effect to the Transaction, which shall survive the execution and
delivery of this Agreement and the Notes and the making of the Loans and
issuance of the Letters of Credit, with the occurrence of the Effective Date
and each Credit Event on or after the Effective Date being deemed to constitute
a representation and warranty that the matters specified in this Section 7 are
true and correct on and as of the Effective Date and on the date of each such
Credit Event (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date).

         7.01  Corporate Status.  Each of the Borrower and each Subsidiary of
the Borrower (i) is a duly organized and validly existing corporation in good
standing under the laws of the jurisdiction of its incorporation, (ii) has the
corporate power and authority to own its property and assets and to transact
the business in which it is engaged and presently proposes to engage and (iii)
is duly qualified and is authorized to do business and is in good standing in
each jurisdiction where the ownership, leasing or operation of its property or
the conduct of its business requires such qualifications, except for failures
to be so qualified which, in the aggregate, could not reasonably be expected to
have a material adverse effect on the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower
and its Subsidiaries taken as a whole.

         7.02  Corporate Power and Authority.  Each Credit Party has the
corporate power and authority to execute, deliver and perform the terms and
provisions of each of the Documents to which it is party and has taken all
necessary corporate action to authorize the execution, delivery and performance
by it of each of such Documents.  Each Credit Party has duly executed and
delivered each of the Documents to which it is party, and each of such
Documents constitutes its legal, valid and binding obligation enforceable in
accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law).

         7.03  No Violation.  Neither the execution, delivery or performance by
any Credit Party of the Documents to which it is a party, nor compliance by it
with the terms and provisions thereof, (i) will contravene any provision of any
law, statute, rule or regulation or any order, writ, injunction or decree of
any court or governmental instrumentality, the contravention of which could
reasonably be expected to have a material adverse effect on the business,
operations, property, assets, liabilities,





                                      -36-




condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole, (ii) will conflict with or result in any breach
of any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien (except pursuant to the Pledge Agreement) upon any
of the property or assets of the Borrower or any Subsidiary of the Borrower
pursuant to the terms of any indenture, mortgage, deed of trust, credit
agreement or loan agreement, or any other material agreement, contract or
instrument, to which the Borrower or any Subsidiary of the Borrower is a party
or by which it or any of its property or assets is bound or to which it may be
subject or (iii) will violate any provision of the Certificate of Incorporation
or By-Laws of the Borrower or any Subsidiary of the Borrower.

         7.04  Governmental Approvals.  No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made on or prior to the Effective Date and
which remain in full force and effect on the Effective Date), or exemption by,
any governmental or public body or authority, or any subdivision thereof, is
required to authorize, or is required in connection with, (i) the execution,
delivery and performance of any Document or (ii) the legality, validity,
binding effect or enforceability of any such Document.

         7.05  Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc.  (a)  The statements of financial condition of
the Borrower at December 31, 1996, and the related statements of income and
cash flow and changes in shareholders' equity of the Borrower for the fiscal
year ended on such date and furnished to the Banks prior to the Effective Date
present fairly the financial condition of the Borrower at the date of such
statements of financial condition and the results of the operations of the
Borrower for such fiscal year.  All such financial statements have been
prepared in accordance with generally accepted accounting principles and
practices consistently applied.  Since December 31, 1996 (after giving effect
to the Transaction), there has been no material adverse change in the business,
operations, property, assets, liabilities, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole.

         (b)  (i)  On and as of the Effective Date, after giving effect to the
Transaction and to all Indebtedness (including the Loans) being incurred or
assumed and Liens created or continued by the Borrower and its Subsidiaries in
connection therewith, (a) the sum of the assets, at a fair valuation, of the
Borrower and its Subsidiaries taken as a whole will exceed its debts; (b) no
Credit Party has incurred and does not intend to incur, and does not believe
that it will incur, debts beyond its ability to pay such debts as such debts
mature; and (c) each such Credit Party will have sufficient capital with which
to conduct its business.  For purposes of this Section 7.05(b), "debt" means
any





                                      -37-




liability on a claim, and "claim" means (i) right to payment, whether or not
such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, or unsecured or (ii) right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right
to an equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured or unsecured.

         (c)  Except as fully disclosed in the financial statements delivered
pursuant to Section 7.05(a) or in other documents delivered to the Agent prior
to the Effective Date, there were as of the Effective Date no liabilities or
obligations with respect to the Borrower or any of its Subsidiaries of any
nature whatsoever (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in aggregate, would be
materially adverse to the Borrower and its Subsidiaries taken as a whole.  As
of the Effective Date, the Borrower does not know of any basis for the
assertion against the Borrower or any of its Subsidiaries of any liability or
obligation of any nature whatsoever that is not fully disclosed in the
financial statements delivered pursuant to Section 7.05(a) or in other
documents previously delivered to the Agent which, either individually or in
the aggregate, would be material to the Borrower and its Subsidiaries taken as
a whole.

         (d)  On and as of the Effective Date, the Projections delivered
pursuant to Section 5.15(b)(i) have been prepared on a basis consistent with
the financial statements referred to in Section 7.05(a) (other than as set
forth in such Projections), and there are no statements or conclusions in any
of the Projections which are based upon or include information known to the
Borrower to be misleading in any material respect or which fail to take into
account material information regarding the matters reported therein.  On the
Effective Date, the Borrower believed that the Projections were reasonable and
attainable.

         7.06  Litigation.  There are no actions, suits or proceedings pending
or, to the best knowledge of the Borrower, threatened (i) with respect to the
Transaction or any Document, (ii) with respect to any material Indebtedness of
the Borrower or any of its Subsidiaries or (iii) that if determined adversely
to the Borrower or its Subsidiaries could reasonably be expected to materially
and adversely affect the business, operations, property, assets, liabilities,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.

         7.07  True and Complete Disclosure.  All factual information (taken as
a whole) furnished by or on behalf of the Borrower in writing to the Agent or
any Bank (including, without limitation, all information contained in the
Documents) for purposes of or in connection with this Agreement, the other
Credit Documents or any transaction





                                      -38-




contemplated herein or therein is, and all other such factual information
(taken as a whole) hereafter furnished by or on behalf of the Borrower to the
Agent or any Bank will be, true and accurate in all material respects on the
date as of which such information is dated or certified and not incomplete by
omitting to state any fact necessary to make such information (taken as a
whole) not misleading in any material respect at such time in light of the
circumstances under which such information was provided.

         7.08  Use of Proceeds; Margin Regulations.  (a) All proceeds of the
Revolving Loans shall be utilized (i) to finance, in part, the Existing Senior
Subordinated Notes Tender Offer and the Existing Senior Subordinated Notes
Consent Solicitation, (ii) to finance, in part, the repayment of the Existing
Credit Agreement, (iii) to pay fees and expenses incurred in connection with
the Transaction and (iv) for the Borrower's and its Subsidiaries' working
capital requirements and other general corporate purposes.  All proceeds of the
Swingline Loans shall be utilized for the Borrower's and its Subsidiaries'
working capital requirements and other general corporate purposes.

         (b)  No part of any Credit Event (or the proceeds thereof) will be
used to purchase or carry any Margin Stock or to extend credit for the purpose
of purchasing or carrying any Margin Stock.  Neither the making of any Loan nor
the use of the proceeds thereof nor the occurrence of any other Credit Event
will violate or be inconsistent with the provisions of Regulation G, T, U or X.

         7.09  Tax Returns and Payments.  Each of the Borrower and each of its
Subsidiaries has timely filed or caused to be timely filed with the appropriate
taxing authority, all material returns, statements, forms and reports for taxes
(the "Returns") required to be filed by or with respect to the income,
properties or operations of the Borrower and/or any of its Subsidiaries.  The
returns accurately reflect all material liability for taxes of the Borrower and
its Subsidiaries for the periods covered thereby.  Except for the liability
under the Designated Tax Sharing Agreements, each of the Borrower and each of
its Subsidiaries has paid all taxes payable by it other than taxes which are
not established, and other than those contested in good faith and for which
adequate reserves have been established in accordance with generally accepted
accounting principles.  Except as disclosed in the financial statements
referred to in Section 7.05(a) delivered to the Agent prior to the Effective
Date, there is no material action, suit, proceeding, investigation, audit, or
claim now pending or, to the knowledge of the Borrower, threatened by any
authority regarding any taxes relating to the Borrower or any of its
Subsidiaries.  Except as disclosed on Schedule VIII, as of the Effective Date,
neither the Borrower nor any of its Subsidiaries has entered into an agreement
or waiver or been requested to enter into an agreement or waiver extending any
statute of limitations relating to the payment or collection of taxes of the
Borrower or any of its Subsidiaries, or is aware of any circumstances that
would cause





                                      -39-




the taxable years or other taxable periods of the Borrower or any of its
Subsidiaries not to be subject to the normally applicable statute of
limitations.  Neither the Borrower nor any of its Subsidiaries has provided,
with respect to itself or property held by it, any consent under Section 341 of
the Code.  Neither the Borrower nor any of its Subsidiaries has incurred, or
will incur, any material tax liability in connection with the Transaction and
the other transactions contemplated hereby.

         7.10  Compliance with ERISA.  Each Plan is in substantial compliance
with ERISA and the Code; no Reportable Event has occurred with respect to a
Plan within the last three calendar years; no Plan is insolvent under Section
4245 of ERISA or in reorganization under Section 4241 of ERISA; no Plan has an
Unfunded Current Liability; no Plan has an accumulated or waived funding
deficiency, has permitted decreases in its funding standard account or has
applied for an extension of any amortization period within the meaning of
Section 412 of the Code; neither the Borrower, any Subsidiary of the Borrower
nor any ERISA Affiliate has within the last seven calendar years 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
4971 or 4975 of the Code or expects to incur any liability under any of the
foregoing Sections with respect to any Plan; no proceedings have been
instituted to terminate any Plan; no condition exists which presents a material
risk to the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate
of incurring a liability to or on account of a Plan pursuant to the foregoing
provisions of ERISA and the Code; using actuarial assumptions and computation
methods consistent with Part 1 of subtitle E of Title IV of ERISA, the
aggregate withdrawal liability under Section 4201 of ERISA of the Borrower, all
Subsidiaries of the Borrower and all ERISA Affiliates to all Plans which are
multiemployer plans (as defined in Section 4001(a)(3) of ERISA) in the event of
a complete withdrawal therefrom, as of the close of the most recent fiscal year
of each such Plan ended prior to the date of any Credit Event, would not exceed
$500,000; no lien imposed under the Code or ERISA on the assets of the Borrower
or any Subsidiary of the Borrower or any ERISA Affiliate exists or is likely to
arise on account of any Plan; neither the Borrower nor any Subsidiary of the
Borrower maintains or contributes to any employee welfare benefit plan (as
defined in Section 3(1) of ERISA) which provides benefits to retired employees
or other former employees (other than as required by Section 601 of ERISA) or
any employee pension benefit plan (as defined in Section 3(2) of ERISA) the
obligations with respect to which could reasonably be expected to have a
material adverse effect on the ability of the Borrower to perform its
obligations under this Agreement.

         7.11  The Pledge Agreement.  (a)  The provisions of the Pledge
Agreement are effective to create in favor of the Collateral Agent for the
benefit of the Secured Creditors a legal, valid and enforceable security
interest in all right, title and interest of the





                                      -40-




Credit Parties in the Collateral described therein, and the Pledge Agreement
creates a fully perfected first lien on, and security interest in, all right,
title and interest of the Credit Parties, in all of the Collateral described
therein, subject to no security interests of any other Person.  Each Credit
Party has good and marketable title to all Collateral described therein, free
and clear of all Liens.  No filings or recordings are required in order to
perfect (or maintain the perfection or priority of) the security interests
created under the Pledge Agreement.

         7.12  Representations and Warranties in Documents.  All
representations and warranties of any Credit Party set forth in the Documents
were true and correct in all material respects at the time as of which such
representations and warranties were made.

         7.13  Properties.  The Borrower and each of its Subsidiaries have good
title to all properties owned by them, including all property reflected in the
balance sheet of the Borrower as referred to in Section 7.05(a) and in the pro
forma balance sheet referred to in Section 5.15(a) (except as sold or otherwise
disposed of since the date of such balance sheet in the ordinary course of
business or as otherwise permitted by this Agreement), free and clear of all
Liens, other than (i) as referred to in the balance sheet or in the notes
thereto or in the pro forma balance sheet and (ii) Permitted Liens.

         7.14  Capitalization.  On the Effective Date, the authorized capital
stock of the Borrower shall consist of (i) 53,000,000 shares of common stock,
$.01 par value per share, 24,772,691 of which shares were issued and
outstanding as of February 27, 1997 and (ii) 1,000,000 shares of preferred
stock, $.01 par value per share, no shares of which are issued and outstanding.
All such outstanding shares have been duly and validly issued, are fully paid
and nonassessable.  Except for Stock Options, the Series A Warrants and the
Rights, the Borrower does not have outstanding any securities convertible into
or exchangeable for its capital stock or outstanding any rights to subscribe
for or to purchase, or any options for the purchase of, or any agreements
providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock.

         7.15  Subsidiaries.  On the Effective Date, the Persons listed on
Schedule III are the only Subsidiaries of the Borrower.  Schedule III correctly
sets forth, as of the Effective Date, the percentage ownership (direct or
indirect) of the Borrower in each class of capital stock of each of its
Subsidiaries and also identifies the direct owner thereof.

         7.16  Compliance with Statutes, etc.  Each of the Borrower and each of
its Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and





                                      -41-




all applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of its business and the ownership of its
property (including applicable statutes, regulations, orders and restrictions
relating to environmental standards and controls), except such noncompliances
as could not, in the aggregate, reasonably be expected to have a material
adverse effect on the business, operations, property, assets, liabilities,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.

         7.17  Investment Company Act.  Neither the Borrower nor 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.

         7.18  Public Utility Holding Company Act.  Neither the Borrower nor
any of its Subsidiaries is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company" within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

         7.19  Environmental Matters.  (a)  Except as disclosed on Schedule IV,
the Borrower and each of its Subsidiaries have complied with, and on the date
of such Credit Event are in compliance with, all applicable Environmental Laws
and the requirements of any permits issued under such Environmental Laws.
There are no pending or past or, to the best knowledge of the Borrower after
due inquiry, threatened Environmental Claims against the Borrower or any of its
Subsidiaries or any Real Property owned or operated by the Borrower or any of
its Subsidiaries.  There are no facts, circumstances, conditions or occurrences
on any Real Property owned or operated by the Borrower or any of its
Subsidiaries or, to the knowledge of the Borrower, on any property adjoining
any such Real Property that could reasonably be expected (i) to form the basis
of an Environmental Claim against the Borrower or any of its Subsidiaries or
any such Real Property or (ii) to cause any such Real Property to be subject to
any restrictions on the ownership, occupancy, use or transferability of such
Real Property by the Borrower or any of its Subsidiaries under any applicable
Environmental Law.

         (b)  Except as disclosed on Schedule IV, Hazardous Materials have not
been generated, used, treated or stored on, or transported to or from, any Real
Property owned or operated by the Borrower or any of its Subsidiaries where
such generation, use, treatment or storage has violated or could reasonably be
expected to violate any Environmental Law.  Hazardous Materials have not been
Released on or from any Real Property owned or operated by the Borrower or any
of its Subsidiaries where such Release has violated or could reasonably be
expected to violate any applicable Environ-





                                      -42-




mental Law.  Except as set forth on Schedule IV, there are not any underground
storage tanks located on any Real Property owned or operated by the Borrower or
any of its Subsidiaries.

         (c)  Notwithstanding anything to the contrary in this Section 7.19,
the representations made in this Section 7.19 shall only be untrue if the
aggregate effect of all failures and noncompliances of the types described
above could reasonably be expected to have a material adverse effect on the
business, operations, property, assets, liabilities, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

         7.20  Labor Relations.  Neither the Borrower nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a material adverse effect on the Borrower and its Subsidiaries
taken as a whole.  There is (i) no unfair labor practice complaint pending
against the Borrower or any of its Subsidiaries or, to the best knowledge of
the Borrower, threatened against any of them, before the National Labor
Relations Board, and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against the Borrower or
any of its Subsidiaries or, to the best knowledge of the Borrower, threatened
against any of them, (ii) no strike, labor dispute, slowdown or stoppage
pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of the Borrower, threatened against the Borrower or any of its
Subsidiaries and (iii) to the best knowledge of the Borrower, no union
representation question existing with respect to the employees of the Borrower
or any of its Subsidiaries, except (with respect to any matter specified in
clause (i), (ii) or (iii) above, either individually or in the aggregate) such
as could not reasonably be expected to have a material adverse effect on the
business, operations, property, assets, liabilities, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

         7.21  Patents, Licenses, Franchises and Formulas.  Each of the
Borrower and its Subsidiaries own all the patents, trademarks, permits, service
marks, trade names, copyrights, licenses, franchises and formulas, or rights
with respect to the foregoing, and has obtained assignments of all leases and
other rights of whatever nature, necessary for the present conduct of its
business, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be, would result in a material adverse
effect on the business, operations, property, assets, liabilities, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries
taken as a whole.

         7.22  Indebtedness.  (a) Schedule V sets forth a true and complete
list of all Indebtedness (other than the Obligations, the New Senior
Subordinated Notes and the





                                      -43-




Existing Senior Subordinated Notes) of the Borrower and its Subsidiaries as of
the Effective Date and which is to remain outstanding after giving effect to
the Transaction (all such Indebtedness excluding the Loans, the Letters of
Credit, the New Senior Subordinated Notes and the Existing Senior Subordinated
Notes, the "Existing Indebtedness"), in each case showing the aggregate
principal amount thereof and the name of the respective borrower and any other
entity which directly or indirectly guaranteed such debt.

         (b)  The subordination provisions contained in (x) the New Senior
Subordinated Note Indenture and in the New Senior Subordinated Notes and (y) in
each of the Existing Senior Subordinated Note Indentures and in the Existing
Senior Subordinated Notes, in each case are enforceable against the Borrower
and the Subsidiary Guarantors and the holders of the New Senior Subordinated
Notes and the Existing Senior Subordinated Notes, and all Obligations and
Guaranteed Obligations (as defined in the Subsidiaries Guaranty) are within the
definition of "Senior Indebtedness" or "Guarantor Senior Indebtedness", as the
case may be, included in such subordination provisions.  In addition, this
Agreement (and only this Agreement) constitutes the "New Bank Credit Facility"
under, and as defined in, the New Senior Subordinated Note Indenture and in
each Existing Senior Subordinated Note Indenture.

         7.23  Transaction.  At the time of consummation of the Transaction,
the Transaction shall have been consummated in accordance with the terms of the
respective Documents and all applicable laws.  At the time of consummation
thereof, all consents and approvals of, and filings and registrations with, and
all other actions in respect of, all governmental agencies, authorities or
instrumentalities required in order to make or consummate the Transaction have
been obtained, given, filed or taken and are or will be in full force and
effect (or effective judicial relief with respect thereto has been obtained).
All applicable waiting periods with respect thereto have or, prior to the time
when required, will have, expired without, in all such cases, any action being
taken by any competent authority which restrains, prevents, or imposes material
adverse conditions upon the Transaction.  Additionally, there does not exist
any judgment, order or injunction prohibiting or imposing material adverse
conditions upon the Transaction, or the occurrence of any Credit Event or the
performance by the Borrower of its obligations under the respective Documents.
All actions taken by the Borrower pursuant to or in furtherance of and the
consummation of the Transaction have been taken in compliance with the
respective Documents and all applicable laws.

         7.24  Existing Senior Subordinated Notes.  At the time of consummation
thereof, the Existing Senior Subordinated Notes Tender Offer and the Existing
Senior Subordinated Notes Consent Solicitation shall have been consummated in
accordance with the terms of the respective Documents therefor and all
applicable laws.  At the





                                      -44-




time of consummation thereof, all consents and approvals of, and filings and
registrations with, and all other actions in respect of, all governmental
agencies, authorities or instrumentalities required in order to make or
consummate the Existing Senior Subordinated Notes Tender Offer and the Existing
Senior Subordinated Notes Consent Solicitation shall have been obtained, given,
filed or taken or waived and are or will be in full force and effect (or
effective judicial relief with respect thereto has been obtained).  All
applicable waiting periods with respect thereto have or, prior to the time when
required, will have, expired without, in all such cases, any action being taken
by any competent authority which restrains, prevents, or imposes material
adverse conditions upon the Existing Senior Subordinated Notes Tender Offer and
the Existing Senior Subordinated Notes Consent Solicitation.  Additionally,
there shall not exist any judgment, order or injunction prohibiting or imposing
material adverse conditions upon the Existing Senior Subordinated Notes Tender
Offer and the Existing Senior Subordinated Notes Consent Solicitation, or the
performance by the Borrower and its Subsidiaries of their obligations under the
respective Documents therefor and all applicable laws.

         7.25  Restrictions on or Relating to Subsidiaries. There does not
exist any encumbrance or restriction on the ability of (a) any Subsidiary of
the Borrower to pay dividends or make any other distributions on its capital
stock or any other interest or participation in its profits owned by the
Borrower or any of its Subsidiaries, or to pay any Indebtedness owed to the
Borrower or any Subsidiaries of the Borrower, (b) any Subsidiary of the
Borrower to make loans or advances to the Borrower or any of the Borrower's
Subsidiaries or (c) the Borrower or any Subsidiaries to transfer any of its
properties or assets to the Borrower or any of its Subsidiaries of the
Borrower, except for such encumbrances or restrictions existing under or by
reason of (i) applicable law (including, without limitation, any statutory
restrictions on the ability to pay dividends), (ii) this Agreement and the
other Credit Documents, (iii) customary provisions restricting the subletting
or assignment of any lease governing the leasehold interest of the Borrower or
any of its Subsidiaries, (iv) restrictions existing in the New Senior
Subordinated Note Documents and in the Existing Senior Subordinated Note
Documents or (v) restrictions existing in the documents governing the terms of
the Existing IRB.

         7.26  Debarment or Suspension.  No event has occurred or, to the best
of the Borrower's knowledge, condition exists, which is likely to result in the
debarment or suspension of the Borrower or any of its Subsidiaries from any
government contracting to the extent that such debarment or suspension could
reasonably be expected to materially and adversely affect the business,
operations, property, assets, liabilities, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole.





                                      -45-




         SECTION 8.  Affirmative Covenants.  The Borrower covenants and agrees
that on and after the Effective Date and until the Total Revolving Loan
Commitment and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings, together with interest, Fees and all other obligations
incurred hereunder and thereunder, are paid in full:

         8.01  Information Covenants.  The Borrower will furnish to the Agent
and the Agent shall promptly furnish to each of the Banks:

                  (a) Monthly Reports.  Within 45 days after the end of each
         fiscal month of the Borrower, the consolidated income statement of the
         Borrower and its Subsidiaries for such fiscal month and for the
         elapsed portion of the fiscal year ended with the last day of such
         fiscal month, in each case setting forth comparative figures for the
         corresponding month in the prior fiscal year and the budgeted figures
         for such fiscal month as set forth in the respective budget delivered
         pursuant to Section 8.01(e).

                 (b)  Quarterly Financial Statements.  Within 46 days after the
         close of each of the first three quarterly accounting periods in each
         fiscal year of the Borrower, the consolidated balance sheet of the
         Borrower and its Consolidated Subsidiaries as at the end of such
         quarterly accounting period and the related (x) consolidated
         statements of income and retained earnings and (y) consolidated
         statement of cash flows, in each case for such quarterly accounting
         period and for the elapsed portion of the fiscal year ended with the
         last day of such quarterly accounting period, in each case setting
         forth comparative figures for the related periods in the prior fiscal
         year, all of which shall be certified by the chief financial officer
         of the Borrower, subject to normal year-end audit adjustments.

                 (c)  Annual Financial Statements.  Within 91 days after the
         close of each fiscal year of the Borrower, the consolidated balance
         sheet of the Borrower and its Consolidated Subsidiaries as at the end
         of such fiscal year and the related consolidated statements of income
         and retained earnings and statement of cash flows for such fiscal year
         setting forth comparative figures for the preceding fiscal year and
         certified by independent certified public accountants of recognized
         national standing reasonably acceptable to the Agent, together with a
         report of such accounting firm stating that in the course of its
         regular audit of the financial statements of the Borrower, which audit
         was conducted in accordance with generally accepted auditing
         standards, such accounting firm obtained no knowledge of any Default
         or Event of Default which has occurred and is continuing or, if in the
         opinion of such accounting firm such a Default





                                      -46-




         or Event of Default has occurred and is continuing, a statement as to
         the nature thereof, provided that such accountants shall not be liable
         to any Bank by reason of their failure to obtain knowledge of any
         Default or Event of Default which would not be disclosed in the course
         of an audit conducted in accordance with generally accepted auditing
         standards.

                 (d)  Management Letters.  Promptly after the Borrower's
         receipt thereof, a copy of any "management letter" received by the
         Borrower from its certified public accountants and the management's
         responses thereto.

                 (e)  Budgets.  No later than 30 days prior to the commencement
         of the first day of each fiscal year of the Borrower, a preliminary
         summary budget for such fiscal year in form satisfactory to the Agent.
         No later than sixty days after the commencement of the first day of
         each fiscal year of the Borrower, a final budget in form satisfactory
         to the Agent (including budgeted statements of income and sources and
         uses of cash and balance sheets) prepared by the Borrower for (x) each
         of the twelve months of such fiscal year prepared in detail and (y)
         each of the two years immediately following such fiscal year prepared
         in summary form, in each case, of the Borrower and its Subsidiaries,
         accompanied by the statement of the chief financial officer of the
         Borrower to the effect that, to the best of such officer's knowledge,
         the budget is a reasonable estimate for the period covered thereby.

                 (f)  Officer's Certificates.  (i) At the time of the delivery
         of the financial statements provided for in Sections 8.01(b) and (c),
         a certificate of the chief financial officer of the Borrower to the
         effect that, to the best of such officer's knowledge, no Default or
         Event of Default has occurred and is continuing or, if any Default or
         Event of Default has occurred and is continuing, specifying the nature
         and extent thereof, which certificate shall set forth the calculations
         required to establish whether the Borrower was in compliance with the
         provisions of Sections 9.07 through 9.10, inclusive, at the end of
         such fiscal quarter or year, as the case may be.

                 (ii)  The Banks hereby acknowledge and agree that, except as
         otherwise required pursuant to Section 8.11, the Borrower shall only
         be required to test compliance with Section 9.08 and Section 9.09 as
         of the last day of any fiscal quarter or year of the Borrower,
         provided that the Borrower hereby acknowledges and agrees that (x) if
         it has actual knowledge of any Default or Event of Default under
         Section 9.08 or Section 9.09 at any time it shall give notice thereof
         to the Banks pursuant to Section 8.01(g)(i) and (y) if the Agent or
         the Required Banks reasonably believe that the Borrower is in default
         of





                                      -47-




         Section 9.08 or Section 9.09 at any time, the Agent or the Required
         Banks, as the case may be, may request that the Borrower demonstrate
         (in which case the Borrower hereby agrees to promptly demonstrate) (in
         reasonable detail) whether the Borrower is in compliance with Section
         9.08 or Section 9.09, as the case may be, at such time.

                 (g)  Notice of Default or Litigation.  Promptly upon, and in
         any event within three Business Days after, an officer of the Borrower
         obtains knowledge thereof, notice of (i) the occurrence of any event
         which constitutes a Default or an Event of Default, (ii) any
         litigation or governmental investigation or proceeding pending (x)
         against the Borrower or any of its Subsidiaries which could reasonably
         be expected to materially and adversely affect the business,
         operations, property, assets, liabilities, condition (financial or
         otherwise) or prospects of the Borrower and its Subsidiaries taken as
         a whole, (y) with respect to any material Indebtedness of the Borrower
         or any of its Subsidiaries or (z) with respect to any Document and
         (iii) any other event which is likely to materially and adversely
         affect the business, operations, property, assets, liabilities,
         condition (financial or otherwise) or prospects of the Borrower and
         its Subsidiaries taken as a whole.

                 (h)  Other Reports and Filings.  Promptly, copies of all
         financial information, proxy materials and other information and
         reports, if any, which the Borrower or any of its Subsidiaries shall
         file with the Securities and Exchange Commission or any successor
         thereto (the "SEC") or deliver to holders of its Indebtedness which
         principal amount equals or exceeds $2,000,000 pursuant to the terms of
         the documentation governing such Indebtedness (or any trustee, agent
         or other representative therefor).

                 (i)  Environmental Matters.  Promptly upon, and in any event
         within three Business Days after, an officer of the Borrower or any of
         its Subsidiaries obtains knowledge thereof, notice of one or more of
         the following environmental matters, unless such environmental matters
         could not, individually or when aggregated with all other such
         environmental matters, be reasonably expected to materially and
         adversely affect the business, operations, property, assets,
         liabilities, condition (financial or otherwise) or prospects of the
         Borrower and its Subsidiaries taken as a whole:  (i) any pending or
         threatened Environmental Claim against the Borrower or any of its
         Subsidiaries or any Real Property owned or operated by the Borrower or
         any of its Subsidiaries; (ii) any condition or occurrence on or
         arising from any Real Property owned or operated by the Borrower or
         any of its Subsidiaries that (a) results in noncompliance by the
         Borrower or any of its Subsidiaries with any applicable Environmental
         Law or





                                      -48-




         (b) could reasonably be expected to form the basis of an Environmental
         Claim against the Borrower or any of its Subsidiaries or any such Real
         Property; (iii) any condition or occurrence on any Real Property owned
         or operated by the Borrower or any of its Subsidiaries that could
         reasonably be expected to cause such Real Property to be subject to
         any restrictions on the ownership, occupancy, use or transferability
         by the Borrower or any of its Subsidiaries of such Real Property under
         any Environmental Law; and (iv) the taking of any removal or remedial
         action in response to the actual or alleged presence of any Hazardous
         Material on any Real Property owned or operated by the Borrower or any
         of its Subsidiaries as required by any Environmental Law or any
         governmental or other administrative agency; provided, that in any
         event the Borrower shall deliver to the Agent all notices received by
         the Borrower or any of its Subsidiaries from any government or
         governmental agency under, or pursuant to, CERCLA.  All such notices
         shall describe in reasonable detail the nature of the claim,
         investigation, condition, occurrence or removal or remedial action and
         the Borrower's or such Subsidiary's response thereto.  In addition,
         the Borrower will provide the Banks with copies of all material
         communications with any government or governmental agency relating to
         Environmental Laws, all material communications with any person
         relating to Environmental Claims, and such detailed reports of any
         Environmental Claim as may reasonably be requested by the Banks.

                 (j)  Other Information.  From time to time, such other
         information or documents (financial or otherwise) with respect to
         Borrower or any of its Subsidiaries as any Bank may reasonably
         request.

         8.02  Books, Records and Inspections.  The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account in
which true and correct entries in conformity with generally accepted accounting
principles and all requirements of law shall be made of all dealings and
transactions in relation to its business and activities.  Subject to the
provisions of Section 13.16, the Borrower will, and will cause each of its
Subsidiaries to, permit officers and designated representatives of the Agent or
any Bank to visit and inspect any of the properties of the Borrower or such
Subsidiary, and to examine the books of account of the Borrower or such
Subsidiary and discuss the affairs, finances and accounts of the Borrower or
such Subsidiary with, and be advised as to the same by, its and their officers,
all at such reasonable times and intervals and to such reasonable extent as the
Agent or such Bank may reasonably request in each case subject to the
limitations imposed by laws governing the national security of the United
States.





                                      -49-




         8.03  Insurance.  Schedule VI sets forth a complete listing of all
insurance maintained by the Borrower and its Subsidiaries as of the Effective
Date.  The Borrower will, and will cause each of its Subsidiaries to, (i) keep
all material property necessary in its business in good working order and
condition (ordinary wear and tear excepted), (ii) maintain insurance on all its
material property in at least such amounts and against at least such risks as
is consistent and in accordance with industry practice and (iii) furnish to
each Bank, upon reasonable written request, full information as to the
insurance carried.  At any time that insurance at levels described on Schedule
VI is not being maintained by the Borrower or any Subsidiary of the Borrower,
the Borrower will notify the Banks in writing within three Business Days
thereof and the Borrower or any such Subsidiary, as the case may be, shall
obtain insurance at such levels at least equal to those set forth on Schedule
VI to the extent then generally available.

         8.04  Corporate Franchises.  The Borrower will, and will cause each of
its Subsidiaries to, do or cause to be done, all things necessary to preserve
and keep in full force and effect its existence and its material rights,
franchises, licenses and patents; provided, however, that nothing in this
Section 8.04 shall (i) prevent sales of assets and other transactions by the
Borrower or any of its Subsidiaries in accordance with Section 9.02 or (ii)
require the Borrower to maintain the existence of Tracor Marine, Inc. so long
as the provisions of Section 9.02(vi) are satisfied.

         8.05  Compliance with Statutes, etc.  The Borrower will, and will
cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such noncompliances as could
not, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower
and its Subsidiaries taken as a whole.

         8.06  Compliance with Environmental Laws.  (a)  The Borrower will
comply, and will cause each of its Subsidiaries to comply, in all material
respects with all Environmental Laws applicable to ownership or use of Real
Property now or hereafter owned or operated by the Borrower or any of its
Subsidiaries, will promptly pay or cause to be paid all costs and expenses
incurred in such compliance, and will keep or cause to be kept all such Real
Property free and clear of any Liens imposed pursuant to such Environmental
Laws.  Neither the Borrower nor any of its Subsidiaries will generate, use,
treat, store, Release or dispose of, or permit the generation, use, treatment,
storage, Release or disposal of Hazardous Materials on any Real Property now or
hereafter owned or operated by the Borrower or any of its Subsidiaries, or





                                      -50-




transport or permit the transportation of Hazardous Materials to or from any
such Real Property except for Hazardous Materials used or stored at any such
Real Properties in material compliance with all applicable Environmental Laws
and reasonably required in connection with the operation, use and maintenance
of any such Real Property.

         (b)  At the written request of the Agent or the Required Banks, which
request shall specify in reasonable detail the basis therefor, at any time and
from time to time, the Borrower will provide, at the Borrower's sole cost and
expense, an environmental site assessment report concerning any Real Property
owned or operated by the Borrower or any of its Subsidiaries, prepared by an
environmental consulting firm approved by the Required Banks, indicating the
presence or absence of Hazardous Materials and the potential cost of any
removal or remedial action in connection with any Hazardous Materials on such
Real Property, provided that in no event shall such request be made more often
than once every two years for any particular Real Property unless either (i)
the Obligations have been declared due and payable pursuant to Section 10 or
(ii) the Banks receive notice under Section 8.01(i) for any event for which
notice is required to be delivered for any such Real Property.  If the Borrower
fails to provide the same ninety (90) days after such request was made, the
Agent may order the same, and the Borrower shall grant and hereby grants to the
Agent and the Banks and their agents access to such Real Property and
specifically grants the Agent and the Banks an irrevocable non- exclusive
license, subject to the rights of tenants, to undertake such an assessment, all
at the Borrower's expense.

         8.07  ERISA.  As soon as possible and, in any event, within 20 days
after the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate
knows of the occurrence of any of the following, the Borrower will deliver to
each of the Banks a certificate of the chief financial officer of the Borrower,
or the vice president and comptroller of the Borrower setting forth details as
to such occurrence and the action, if any, which the Borrower, such Subsidiary
or such ERISA Affiliate is required or proposes to take, together with any
notices required or proposed to be given to or filed with or by the Borrower,
the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or the Plan
administrator with respect thereto:  that a Reportable Event has occurred, that
an accumulated funding deficiency has been incurred or an application may be or
has been made to the Secretary of the Treasury for a waiver or modification of
the minimum funding standard (including any required installment payments) or
an extension of any amortization period under Section 412 of the Code with
respect to a Plan, that a Plan has been or may be terminated, reorganized,
partitioned or declared insolvent under Title IV of ERISA, that a Plan has an
Unfunded Current Liability giving rise to a lien under ERISA or the Code, that
proceedings may be or have been instituted to terminate a Plan, that a
proceeding has been instituted pursuant to Section 515 of ERISA to collect a
delinquent contribution to a Plan, or that the Borrower, any





                                      -51-




Subsidiary of the Borrower or any ERISA Affiliate will or may incur any
liability (including any contingent or secondary liability) to or on account of
the termination of or withdrawal from a Plan under Section 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 4971
or 4975 of the Code or Section 409 or 502(i) or 502(l) of ERISA.  Upon written
request therefor, the Borrower will deliver to each of the Banks a complete
copy of the annual report (Form 5500) of each Plan required to be filed with
the Internal Revenue Service (other than any Plan which is a multiemployer plan
as defined in Section 4001(a)(3) of ERISA).  In addition to any certificates or
notices delivered to the Banks pursuant to the first sentence hereof, copies of
any material notices received by the Borrower or any Subsidiary of the Borrower
or any ERISA Affiliate from the PBGC, the Internal Revenue Service, the
Department of Labor or any other federal governmental agency with respect to
any Plan shall be delivered to the Banks no later than 20 days after the date
such notice has been received by the Borrower or the Subsidiary or the ERISA
Affiliate, as applicable.

         8.08  End of Fiscal Years; Fiscal Quarters.  The Borrower will cause
(i) its, and each of its Subsidiaries', fiscal years to end on December 31, and
(ii) each of its, and each of its Subsidiaries', fiscal quarters to end on
March 31, June 30, September 30 and December 31.

         8.09  Performance of Obligations.  The Borrower will, and will cause
each of its Subsidiaries to, perform all of its obligations under the terms of
each mortgage, indenture, security agreement and other debt instrument by which
it is bound, except such non-performances as could not in the aggregate have a
material adverse effect on the business, operations, property, assets,
liabilities, condition (financial or otherwise) or prospects of the Borrower or
of the Borrower and its Subsidiaries taken as a whole.

         8.10  Payment of Taxes.  The Borrower will pay and discharge or cause
to be paid and discharged, and will cause each of its Subsidiaries to pay and
discharge, all taxes, assessments and governmental charges or levies imposed
upon it or upon any of its income or profits, or upon any properties belonging
to it, or payable by it pursuant to any Tax Sharing Agreement, in each case on
a timely basis, and all lawful claims which, if unpaid, might become a lien or
charge upon any properties of the Borrower or any of its Subsidiaries; provided
that neither the Borrower nor any of its Subsidiaries shall be required to pay
any such tax, assessment, charge, levy or claim which is being contested in
good faith and by proper proceedings if it has maintained adequate reserves
with respect thereto in accordance with generally accepted accounting
principles.

         8.11  Permitted Acquisitions.  (a)  Subject to the remaining
provisions of this Section 8.11 applicable thereto and the requirements
contained in the definition of Permitted Acquisition, the Borrower may from
time to time effect Permitted





                                      -52-




Acquisitions, so long as (x) the aggregate consideration paid in connection
with any Permitted Acquisition or series of related Permitted Acquisitions does
not exceed $50,000,000 (including the fair market value (as determined in good
faith by the Board of Directors of the Borrower) of all common stock of the
Borrower issued as consideration to sellers in connection with such Permitted
Acquisition and any Indebtedness (to the extent permitted by this Agreement)
assumed in connection with any such Permitted Acquisition); (y) immediately
after giving effect to any Permitted Acquisition and the payment of the
consideration therefor, the Borrower's and its Subsidiaries' free cash balances
on hand plus the Total Unutilized Revolving Loan Commitment (exclusive of any
Blocked Commitment) as then in effect shall not be less than $40,000,000; and
(z) with respect to each Permitted Acquisition, (A) no Default or Event of
Default shall be in existence at the time of the consummation of such Permitted
Acquisition or shall exist immediately after giving effect thereto, (B) the
Borrower shall have given the Agent and the Banks at least 10 days prior to the
consummation of any Permitted Acquisition written notice (each such notice, a
"Permitted Acquisition Notice"), which notice shall contain (I) the date such
Permitted Acquisition is scheduled to be consummated, (II) the estimated
purchase price of such Permitted Acquisition, (III) a description of the stock
and/or assets to be acquired in connection with such Permitted Acquisition,
(IV) the sources of cash to be used to effect such Permitted Acquisition and
(V) in the case of common stock issued as consideration to the seller in
connection with a Permitted Acquisition, a description of the common stock to
be issued in connection with the consummation of such Permitted Acquisition and
the estimated fair market value thereof, (C) such Permitted Acquisition and the
collateral and other arrangements described in Section 8.11(b) below with
respect to such Permitted Acquisition shall not violate any term or provisions
of this Agreement, and (D) at least 10 Business Days prior to the consummation
of the respective Permitted Acquisition, the Borrower shall furnish to the
Agent for distribution to each of the Banks an officer's certificate executed
by the chief financial officer or treasurer of the Borrower, setting forth (i)
recalculations of compliance with the covenants contained in Sections 9.08,
9.09 and 9.10, for the period of four consecutive fiscal quarters most recently
ended prior to the date of such Permitted Acquisition, on a pro forma basis as
if the respective Permitted Acquisition had occurred on the first day of such
period, and such recalculations shall show that such covenants would have been
complied with if the Permitted Acquisition had occurred on the first day of
such period and (ii) the Borrower in good faith believes that after giving
effect to the Permitted Acquisition the financial covenants contained in such
Sections 9.08, 9.09 and 9.10, inclusive, will continue to be met for the one
year period following the date of the consummation of the Permitted
Acquisition; provided that, notwithstanding the foregoing, in the case of a
Permitted Acquisition in which the aggregate consideration therefor does not
exceed $15,000,000, the Borrower shall not be required to comply with the
requirements of clauses (z)(B) and (z)(D) above prior





                                      -53-




to the consummation of such Permitted Acquisition (although the Borrower shall
be required to deliver to the Agent an officer's certificate of the type
described in clause (z)(D)(ii) above within 10 days after any such Permitted
Acquisition).  The consummation of each Permitted Acquisition shall be deemed
to be a representation and warranty by the Borrower that all conditions thereto
have been satisfied and that same is permitted in accordance with the terms of
this Agreement, which representation and warranty shall be deemed to be a
representation and warranty for all purposes hereunder, including, without
limitation, Sections 7 and 10.

         (b)  The Borrower will cause (i) each Wholly-Owned Domestic Subsidiary
and (ii) to the extent required by Section 8.13, each Wholly-Owned Foreign
Subsidiary, in each case which is formed to effect, or is acquired pursuant to,
a Permitted Acquisition to execute and deliver, within 10 days after the
respective Permitted Acquisition, a counterpart of (x) the Subsidiaries
Guaranty or a substantially similar guaranty and (y) the Pledge Agreement or a
substantially similar pledge agreement.

         8.12  Existing Senior Subordinated Notes Tender Offer and Existing
Senior Subordinated Notes Consent Solicitation.  (a)  At the time of the
consummation of the Existing Senior Subordinated Notes Tender Offer, the
Borrower will purchase all Existing Senior Subordinated Notes issued by it to
the extent tendered and not withdrawn pursuant to the Existing Senior
Subordinated Notes Tender Offer and will duly cancel all Existing Senior
Subordinated Notes so purchased (it being understood that in any event at least
a majority of the aggregate outstanding principal amount of all Existing Senior
Subordinated Notes shall have been tendered and purchased pursuant to the
Existing Senior Subordinated Notes Tender Offer).  The Borrower will consummate
the Existing Senior Subordinated Notes Tender Offer in accordance with all
applicable laws and in accordance with the Existing Senior Subordinated Notes
Tender Offer Documents.

                 (b)  In the event that 100% of the Existing Senior
Subordinated Notes have not been accepted for payment by the Borrower pursuant
to the Existing Senior Subordinated Notes Tender Offer and the Existing Senior
Subordinated Notes Tender Offer has otherwise been consummated, the Borrower
shall have received at such time sufficient Existing Senior Subordinated Notes
Consents pursuant to the Existing Senior Subordinated Notes Consent
Solicitation to authorize the execution and delivery of each of the Existing
Senior Subordinated Notes Indenture Supplements and the Borrower and the
respective trustees under each of the Existing Senior Subordinated Notes
Indentures will duly execute and deliver each of the Existing Senior
Subordinated Notes Indenture Supplements and all conditions to the
effectiveness thereof shall have been satisfied.





                                      -54-




                 (c)  At the time of the consummation of the Existing Senior
Subordinated Notes Tender Offer and the Existing Senior Subordinated Notes
Consent Solicitation, the Borrower will deliver to the Agent evidence in form,
scope and substance reasonably satisfactory to the Agent that the matters set
forth in this Section 8.12 have been satisfied at such time.

         8.13  Foreign Subsidiaries Security.  If Section 956 of the Code, or
the regulations, rules, rulings, notices or other official pronouncements
issued or promulgated thereunder, change in such a manner that would allow (i)
a pledge of 66-2/3% or more of the total combined voting power of all classes
of capital stock of a Foreign Subsidiary entitled to vote and/or (ii) the
entering into by a Foreign Subsidiary of a guarantee in substantially the form
of the Subsidiaries Guaranty without causing the undistributed earnings of such
Foreign Subsidiary as determined for Federal income tax purposes to be treated
as a deemed dividend to such Foreign Subsidiary's United States parent for
Federal income tax purposes in each case as a result of such Foreign Subsidiary
pledging its assets (directly or indirectly) to secure the Obligations of the
Borrower under the Credit Documents, then, within sixty (60) days after a
request from the Agent or the Required Banks, (A) each Foreign Subsidiary of
the Borrower which has not already had all of its stock pledged pursuant to the
Pledge Agreement shall have as much of its stock pledged pursuant to the Pledge
Agreement as may be pledged without causing the  undistributed earnings of such
Foreign Subsidiary as determined for Federal income tax purposes to be treated
as a deemed dividend to such Foreign Subsidiary's United States parent for
Federal income tax purposes, and (B) such Foreign Subsidiary shall execute and
deliver a counterpart of the Pledge Agreement (or another pledge agreement in
substantially similar form if needed) and a counterpart of the Subsidiaries
Guaranty (or another guaranty in substantially similar form if needed) in each
case if, and to the extent that, the entering into by such Foreign Subsidiary
of such pledge agreement and/or guaranty would not cause the undistributed
earnings of such Foreign Subsidiary as determined for Federal income tax
purposes to be treated as a deemed dividend to such Foreign Subsidiary's United
States parent for Federal income tax purposes.  In determining the foregoing
matters in this Section 8.13, an opinion of counsel for the Borrower in form
and substance (and from counsel) reasonably satisfactory to the Agent shall be
determinative, provided that such opinion is delivered to the Agent within
sixty (60) days after any request is made by the Agent or the Required Banks
pursuant to this Section 8.13.

         SECTION 9.  Negative Covenants.  The Borrower covenants and agrees
that on and after the Effective Date and until the Total Revolving Loan
Commitment and all Letters of Credit have terminated and the Loans, Notes and
Unpaid Drawings, together with interest, Fees and all other Obligations
incurred hereunder and thereunder, are paid in full:





                                      -55-





         9.01  Liens.  The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
the Borrower or any of its Subsidiaries, whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable with recourse to the Borrower or any of
its Subsidiaries), or assign any right to receive income or permit the filing
of any financing statement under the UCC or any other similar notice of Lien
under any similar recording or notice statute; provided that the provisions of
this Section 9.01 shall not prevent the creation, incurrence, assumption or
existence of the following (liens described below are herein referred to as
"Permitted Liens"):

            (i)  inchoate Liens for taxes, assessments or governmental charges
         or levies not yet due or Liens for taxes, assessments or governmental
         charges or levies being contested in good faith and by appropriate
         proceedings for which adequate reserves have been established in
         accordance with generally accepted accounting principles;

           (ii)  Liens in respect of property or assets of the Borrower or any
         of its Subsidiaries imposed by law, which were incurred in the
         ordinary course of business and do not secure Indebtedness for
         borrowed money, such as carriers', warehousemen's, materialmen's and
         mechanics' liens and other similar Liens arising in the ordinary
         course of business, and (x) which do not in the aggregate materially
         detract from the value of the Borrower's or such Subsidiary's property
         or assets or materially impair the use thereof in the operation of the
         business of the Borrower or such Subsidiary or (y) which are being
         contested in good faith by appropriate proceedings, which proceedings
         have the effect of preventing the forfeiture or sale of the property
         or assets subject to any such Lien;

          (iii)  Liens in existence on the Effective Date which are listed, and
         the property subject thereto described, in Schedule VII, but only to
         the respective date, if any, set forth in such Schedule VII for the
         removal and termination of any such Liens, plus renewals and
         extensions of such Liens to the extent set forth on Schedule VII,
         provided that (x) the aggregate principal amount of the Indebtedness,
         if any, secured by such Liens is not increased from that amount
         outstanding at the time of any such renewal or extension and (y) any
         such renewals or extensions do not encumber any additional assets or
         properties of the Borrower or any of its Subsidiaries;

           (iv)  Liens created pursuant to the Pledge Agreement;





                                      -56-





            (v)  leases or subleases granted to other Persons not materially
         interfering with the conduct of the business of the Borrower and its
         Subsidiaries taken as a whole;

           (vi)  Liens upon assets subject to Capitalized Lease Obligations to
         the extent permitted by Section 9.07, provided that (x) the amount of
         such Capitalized Lease Obligations incurred in any one fiscal year of
         the Borrower, together with the aggregate principal amount of all
         Indebtedness incurred in such fiscal year and secured by Liens
         permitted by clause (vii) of this Section 9.01, shall not exceed that
         aggregate amount permitted by Section 9.04(vii), (y) such Liens only
         serve to secure the payment of Indebtedness arising under such
         Capitalized Lease Obligation and (z) the Lien encumbering the asset
         giving rise to the Capitalized Lease Obligation does not encumber any
         other asset of the Borrower or any Subsidiary of the Borrower;

          (vii)  Liens placed upon (i) equipment or machinery used in the
         ordinary course of business of the Borrower or any of its Subsidiaries
         or (ii) Real Property of the Borrower or any of its Subsidiaries, in
         each case at the time of acquisition thereof by the Borrower or any
         such Subsidiary or within 60 days thereafter to secure Indebtedness
         incurred to pay all or a portion of the purchase price thereof,
         provided that (x) the aggregate principal amount of all Indebtedness
         secured by Liens permitted by this clause (vii) incurred in any fiscal
         year of the Borrower, together with the amount of all Capitalized
         Lease Obligations incurred in such fiscal year, does not exceed that
         aggregate amount permitted by Section 9.04(vii) and (y) in all events,
         the Lien encumbering the equipment, machinery or Real Property so
         acquired does not encumber any other asset of the Borrower or such
         Subsidiary;

         (viii)  easements, rights-of-way, restrictions, encroachments and
         other similar charges or encumbrances, and minor title deficiencies,
         in each case not securing Indebtedness and not materially interfering
         with the conduct of the business of the Borrower or any of its
         Subsidiaries;

           (ix)  Liens arising from precautionary UCC financing statement
         filings regarding operating leases;

            (x)  Liens arising out of judgments or awards in respect of which
         the Borrower or any of its Subsidiaries shall in good faith be
         prosecuting an appeal or proceedings for review in respect of which
         there shall have been secured a subsisting stay of execution pending
         such appeal or proceedings, provided that





                                      -57-




         the aggregate amount of all such judgments or awards (and any cash and
         the value of any such Liens) does not exceed $15,000,000 at any time
         outstanding;

           (xi)  statutory and common law landlords' liens under leases to
         which the Borrower or any of its Subsidiaries is a party; and

          (xii)  Liens resulting from pledges or deposits to secure payments of
         workmen's compensation, unemployment insurance or other social
         security programs or securing the performance of surety and bid and
         performance bonds, tenders, leases and other obligations of similar
         nature, in each case incurred in the ordinary course of business
         (exclusive of obligations in respect of the payment for borrowed
         money).

         9.02  Consolidation, Merger, Purchase or Sale of Assets, etc.  The
Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of all or any part
of its property or assets, or enter into any sale-leaseback transactions, or
purchase or otherwise acquire (in one or a series of related transactions) any
part of the property or assets (other than purchases or other acquisitions of
inventory, materials and equipment in the ordinary course of business) of any
Person (or agree to do any of the foregoing at any future time unless such
agreement is expressly conditioned upon either (x) obtaining the written
approval of the Banks in accordance with the requirements of Section 13.12 or
(y) the repayment in full of all Obligations and the termination of the Total
Revolving Loan Commitment), except that:

            (i)  Capital Expenditures by the Borrower and its Subsidiaries
         shall be permitted to the extent not in violation of Section 9.07;

           (ii)  each of the Borrower and its Subsidiaries may, in the ordinary
         course of business, sell, lease or otherwise dispose of any assets
         which, in the reasonable judgment of such Person, are no longer
         necessary in the conduct of such Person's business;

          (iii)  investments may be made to the extent permitted by Section
9.05;

           (iv)  each of the Borrower and its Subsidiaries may lease (as
         lessee) real or personal property (so long as any such lease does not
         create a Capitalized Lease Obligation);





                                      -58-




            (v)  each of the Borrower and its Subsidiaries may make sales of
         inventory in the ordinary course of business;

           (vi)  provided no investment has been made in Tracor Marine, Inc.,
         the Borrower may wind up, liquidate, dissolve or otherwise dispose of
         Tracor Marine, Inc.;

          (vii)  any Subsidiary of the Borrower may be merged or consolidated
         with or into, or be liquidated into any Subsidiary Guarantor or the
         Borrower (so long as such Subsidiary Guarantor is the surviving
         corporation or, in the case of any such transaction involving the
         Borrower, the Borrower is the surviving corporation) or all or any
         part of such Subsidiary's business, properties and assets may be
         conveyed, leased, sold or transferred to a Subsidiary Guarantor or to
         the Borrower;

         (viii)  the Borrower or any Subsidiary of the Borrower may transfer
         assets to Rokar in an aggregate amount not to exceed $3,000,000;

           (ix)  Flight Systems may buy and sell aircraft and engines in the
         ordinary course of business;

            (x)  the Borrower and its Subsidiaries may purchase or acquire
         stock, obligations, assets or securities of, or any interests in or
         otherwise transfer assets to any Joint Venture Subsidiary and/or Joint
         Venture to the extent permitted by Section 9.15(b);

           (xi)  each of the Borrower and its Subsidiaries may sell other
         assets (other than the capital stock of any Subsidiary Guarantor) so
         long as (i) no Default or Event of Default then exists or would result
         therefrom, (ii) such sales are at fair market value (as determined in
         good faith by the Borrower) and (ii) the aggregate amount of proceeds
         received from all assets sold pursuant to this clause (xi) shall not
         exceed  $10,000,000 in any fiscal year of the Borrower; and

          (xii)  the Borrower may effect Permitted Acquisitions in accordance
         with the requirements of Section 8.11.

To the extent the Required Banks waive the provisions of this Section 9.02 with
respect to the sale of any Collateral, or any Collateral is sold as permitted
by this Section 9.02 (in each case excluding sales to the Borrower or any of
its Subsidiaries), such Collateral shall be sold free and clear of the Liens
created by the Pledge Agreement, and the





                                      -59-




Agent and Collateral Agent shall be authorized to take any actions deemed
appropriate in order to effect the foregoing.

         9.03  Dividends.  The Borrower will not, and will not permit any of
its Subsidiaries to, authorize, declare or pay any Dividends with respect to
the Borrower or any of its Subsidiaries, except that (i) any Subsidiary of the
Borrower may pay Dividends to the Borrower or any Wholly-Owned Subsidiary of
the Borrower, (ii) any non-Wholly-Owned Subsidiary of the Borrower may pay cash
Dividends to its shareholders generally so long as the Borrower or its
respective Subsidiary which owns the equity interest in the Subsidiary paying
such Dividends receives at least its proportionate share thereof (based upon
its relative holding of the equity interest in the Subsidiary paying such
Dividends and taking into account the relative preferences, if any, of the
various classes of equity interests of such Subsidiary) and (iii) so long as
there shall exist no Default or Event of Default (a) the Borrower may pay
Dividends in kind to purchase or redeem shares of common stock or options to
purchase shares of common stock of the Borrower held by employees and/or former
employees of the Borrower following retirement, death, total disability, the
termination of their employment by the Borrower or any of its Subsidiaries or a
"change of control" (as defined in any Company Stock Plan) of the Borrower,
such purchases to be made in accordance with the terms of such Company Stock
Plan, (b) the Borrower may grant awards under any Company Stock Plan requiring
cash payments upon the settlement of any stock appreciation right, provided
that the aggregate amount of cash Dividends paid pursuant to this clause (iii)
shall not exceed $3,000,000 in any one fiscal year of the Borrower or
$6,000,000 in the aggregate and (c) beginning on the date occurring after the
Effective Date on which the financial statements are delivered pursuant to
Section 8.01(c) and on and after each date thereafter on which such financial
statements are delivered, the Borrower may pay cash Dividends in an amount not
to exceed in any fiscal year 30% of Consolidated Net Income for the immediately
preceding fiscal year.

         9.04  Indebtedness.  The Borrower will not, and will not permit any of
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness, except:

            (i)  Indebtedness incurred pursuant to this Agreement and the other
                 Credit Documents;

           (ii)  Indebtedness under the New Senior Subordinated Notes and the
         other New Senior Subordinated Note Documents in an aggregate principal
         amount not to exceed $250,000,000 (as reduced by any repayments of
         principal thereof);





                                      -60-




          (iii)  Indebtedness under the Existing Senior Subordinated Notes and
         the other Existing Senior Subordinated Note Documents in an aggregate
         principal amount not to exceed $115,947,000 (as reduced by any
         repayments of principal thereof, including pursuant to the Existing
         Senior Subordinated Notes Tender Offer);

           (iv)  Existing Indebtedness shall be permitted to the extent the
         same is listed on Schedule V, without giving effect to any
         refinancings or renewals thereof except to the extent set forth on
         Schedule V, provided that the aggregate principal amount of the
         Indebtedness to be extended, renewed or refinanced does not increase
         from that amount outstanding at the time of any such extension,
         renewal or refinancing;

            (v)  accrued expenses and current trade accounts payable incurred
         in the ordinary course;

           (vi)  Indebtedness under Interest Rate Protection Agreements
         relating to Indebtedness otherwise permitted under this Section 9.04;

          (vii)  Indebtedness subject to Liens permitted under Section
         9.01(vii) or evidenced by Capitalized Lease Obligations to the extent
         permitted pursuant to Section 9.07, provided that in no event shall
         the aggregate principal amount of such Indebtedness and Capitalized
         Lease Obligations incurred in any fiscal year of the Borrower exceed
         $5,000,000;

         (viii)  intercompany Indebtedness to the extent permitted by Sections
         9.05(ii), (iv) and (vii);

           (ix)  Indebtedness of the Borrower represented by the obligations of
         the Borrower to make payments with respect to the cancellation or
         repurchase of certain stock, stock appreciation rights or stock
         options in respect of any Company Stock Plan;

            (x)  Indebtedness owing by Rokar to the Israeli government to the
         extent such Indebtedness is incurred by Rokar in connection with
         grants issued to Rokar by the Israeli government in an aggregate
         amount not to exceed $5,000,000;

           (xi)  Indebtedness owing by the Borrower or any Subsidiary of the
         Borrower to Rokar, provided that the amount of such Indebtedness,
         together with the amount of assets transferred to Rokar pursuant to
         Section 9.02 (viii), shall not exceed $5,000,000, at any time
         outstanding;





                                      -61-




          (xii)  Contingent Obligations of the Borrower and its Subsidiaries in
         respect of Indebtedness and other obligations of the Borrower or any
         of its Subsidiaries incurred in the ordinary course of business and
         which are permitted under the provisions of this Section 9.04 or the
         other provisions of this Agreement; and

         (xiii)  additional Indebtedness not otherwise permitted by clauses (i)
         through (xii) above in an amount not to exceed $10,000,000 at any time
         outstanding.

         9.05  Advances, Investments and Loans.  The Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly, lend money
or credit or make advances to any Person, or purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, any other Person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any
cash or Cash Equivalents (each of the foregoing, an "Investment"), except that
the following shall be permitted:

            (i)  the Borrower and its Subsidiaries may acquire and hold
         accounts receivables owing to any of them, if created or acquired in
         the ordinary course of business and payable or dischargeable in
         accordance with customary terms;

           (ii)  the Borrower and the Subsidiary Guarantors may make
         intercompany loans and advances between or among one another;

          (iii)  the Borrower may make other cash investments in the Subsidiary
         Guarantors, and each Subsidiary Guarantor may make other cash
         investments in any other Subsidiary Guarantor;

           (iv)  the Borrower and the Subsidiary Guarantors may make
         intercompany loans and advances to Subsidiaries of the Borrower that
         are not Subsidiary Guarantors so long as the aggregate principal
         amount of all intercompany loans and advances outstanding at any time
         pursuant to this clause (iv) shall not exceed $5,000,000 (determined
         without regard to any write-downs or write-offs thereof);

            (v)  intercompany Indebtedness to the extent permitted by Section
         9.04(xi);

           (vi)  the Borrower and its Subsidiaries may acquire and hold cash
         and Cash Equivalents, provided that during any time that Swingline
         Loans are outstanding or Revolving Loans of Non-Defaulting Banks are
         outstanding the aggregate amount of cash and Cash Equivalents
         permitted to be held by the Borrower and





                                      -62-




         its Subsidiaries shall not exceed $20,000,000 for any period of five
         consecutive Business Days;

          (vii)  the Borrower and its Subsidiaries may make loans or advances
         to, or investments in, Joint Venture Subsidiaries and/or Joint
         Ventures to the extent permitted by Section 9.15(b);

         (viii)  Permitted Acquisitions may be effected in accordance with the
         requirements in Section 8.11;

           (ix)  the Borrower and its Subsidiaries may hold promissory notes
         received in connection with sales or other dispositions of assets
         permitted by Section 9.02 so long as the aggregate principal amount of
         all such promissory notes does not exceed $10,000,000, provided that
         not more than $5,000,000 of such promissory notes shall constitute
         unsecured obligations owing to the Borrower or its Subsidiaries at any
         one time outstanding (determined without regard to any write-downs or
         write-offs thereof); and

            (x)  the Borrower may make loans from time to time to its 401(k)
         Savings Plan in accordance with Prohibited Transaction Class Exemption
         80-26 so long as the aggregate amount of such loans outstanding at any
         time does not exceed $1,000,000.

         9.06  Transactions with Affiliates.  The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any transaction or series of
related transactions with any Affiliate of the Borrower or any of its
Subsidiaries, other than in the ordinary course of business and on terms and
conditions substantially as favorable to the Borrower or such Subsidiary as
would reasonably be obtained by the Borrower or such Subsidiary at that time in
a comparable arm's-length transaction with a Person other than an Affiliate,
except that (i) Dividends may be paid to the extent provided in Section 9.03,
(ii) loans may be made and other transactions may be entered into by the
Borrower and its Subsidiaries to the extent permitted by Sections 9.04 and 9.05
and (iii) the Borrower may perform its obligations under the Designated Tax
Sharing Agreements.

         9.07  Capital Expenditures.  The Borrower will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
during any fiscal year of the Borrower set forth below (taken as one accounting
period) the Borrower and its Subsidiaries may make Capital Expenditures so long
as the aggregate amount of such Capital Expenditures does not exceed in any
such fiscal year the amount set forth opposite such fiscal year below:





                                      -63-





  
 
          Fiscal Year                   Amount
          -----------                   ------
                                    
       December 31, 1997             $27,500,000
       December 31, 1998             $27,500,000
       December 31, 1999             $27,500,000
       December 31, 2000             $30,000,000
       December 31, 2001             $30,000,000
       December 31, 2002             $30,000,000
 

         Notwithstanding anything to the contrary contained above, (i) to the
extent that Capital Expenditures made during any fiscal year of the Borrower
set forth in the table above are less than the amount set forth opposite such
fiscal year above, 100% of such unutilized amount may be carried forward to the
immediately succeeding fiscal year and utilized to make Capital Expenditures in
excess of the amount permitted above in such immediately succeeding fiscal
year, provided that (x) any amount carried forward from the immediately
preceding fiscal year, if any, shall not be utilized during a fiscal year to
make Capital Expenditures unless and until the relevant amount set forth in the
table above opposite such fiscal year shall have been utilized in full to make
Capital Expenditures during such fiscal year and (y) no amounts once carried
forward to the next fiscal year may be carried forward to any fiscal year
thereafter, (ii) the Borrower and/or its Subsidiaries may in any fiscal year
set forth in the table above utilize cash advance payments received by it with
respect to contracts to make Capital Expenditures and any such amounts utilized
by the Borrower and/or its Subsidiaries shall not be included as Capital
Expenditures during such fiscal year in making the foregoing determinations of
compliance with this Section 9.07 and (iii) Permitted Acquisitions may be made
in accordance with Section 8.11.

         9.08  Minimum Consolidated Net Worth.  The Borrower will not permit
Consolidated Net Worth at any time during a fiscal year set forth below to be
less than the amount set forth opposite such fiscal year below:


  
 

        Fiscal Year                    Amount
        -----------                    ------
                                    
     December 31, 1997               $190,000,000
     December 31, 1998               $215,000,000
     December 31, 1999               $240,000,000
     December 31, 2000               $270,000,000
     December 31, 2001               $300,000,000
     December 31, 2002               $335,000,000
 





                                      -64-





         9.09  Maximum Leverage Ratio.  The Borrower will not permit the
Leverage Ratio at any time during a fiscal year set forth below to be greater
than the ratio set forth opposite such fiscal year below:

  
 

     Fiscal Year           Ratio
     -----------           -----
                        
  December 31, 1997      3.25:1.00
  December 31, 1998      2.75:1.00
  December 31, 1999      2.50:1.00
  December 31, 2000      2.50:1.00
  December 31, 2001      2.50:1.00
  December 31, 2002      2.50:1.00
 


         9.10  Minimum Consolidated Interest Coverage Ratio.  The Borrower will
not permit the Consolidated Interest Coverage Ratio for any Test Period ending
on the last day of a fiscal quarter set forth below to be less than the ratio
set forth opposite such fiscal quarter below:


  
 
                 Fiscal Quarter                                 Ratio
                 --------------                                 -----
                                                             
                 March 31, 1997                               4.00:1.00
                 June 30, 1997                                4.00:1.00
                 September 30, 1997                           4.00:1.00
                 December 31, 1997                            4.00:1.00
                 March 31, 1998                               4.50:1.00
                 June 30, 1998                                4.50:1.00
                 September 30, 1998                           4.50:1.00
                 December 31, 1998                            4.50:1.00
                 March 31, 1999                               5.25:1.00
                 June 30, 1999                                5.25:1.00
                 September 30, 1999                           5.25:1.00
                 December 31, 1999                            5:25:1.00
                 March 31, 2000
                   and the last day of each
                   fiscal quarter thereafter                  6.25:1.00
 

         9.11  Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and
Certain Other Agreements;





                                      -65-




etc.  The Borrower will not, and will not permit any of its Subsidiaries to,
(i) make (or give any notice in respect of) any voluntary or optional payment
or prepayment on or redemption or acquisition for value of, or any prepayment
or redemption as a result of any asset sale, change of control or similar event
of (including, in each case, without limitation, by way of depositing with the
trustee with respect thereto money or securities before due for the purpose of
paying when due), any New Senior Subordinated Notes, (ii) amend or modify, or
permit the amendment or modification of, any provision of any New Senior
Subordinated Note Document, any Existing Senior Subordinated Note Document
(other than pursuant to the Existing Senior Subordinated Notes Consent
Solicitation) or of any agreement (including, without limitation, any purchase
agreement, indenture, loan agreement or security agreement) relating thereto in
each case to the extent any such amendment would be adverse to the Banks,
provided that, in no event, shall the subordination provisions (and the related
definitions) contained in the New Senior Subordinated Note Documents and in the
Existing Senior Subordinated Note Documents be amended or modified, (iii)
amend, modify or change in any manner adverse to the Banks its Certificate of
Incorporation (including, without limitation, by the filing or modification of
any certificate of designation) or By-Laws, or any agreement entered into by
it, with respect to its capital stock, or enter into any new agreement with
respect to its capital stock which would be adverse to the Banks, or (iv)
amend, modify or change in any manner adverse to the Banks any Tax Sharing
Agreement, or enter into any new tax sharing agreement which would be adverse
to the Banks.

         9.12  Limitation on Certain Restrictions on Subsidiaries.  The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any
Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a
Subsidiary of the Borrower, (b) make loans or advances to, or grant liens in
favor of, the Borrower or any of the Borrower's Subsidiaries or (c) transfer
any of its properties or assets to the Borrower, except for such encumbrances
or restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents, (iii) customary provisions
restricting subletting or assignment of any lease governing a leasehold
interest of the Borrower or a Subsidiary of the Borrower, (iv) restrictions
existing in the New Senior Subordinated Note Documents and in the Existing
Senior Subordinated Note Documents and (v) restrictions existing in the
documents governing the terms of the Existing IRB.

         9.13  Limitation on Issuance of Capital Stock.  (a)  The Borrower will
not permit any of its Subsidiaries to issue any capital stock (including by way
of sales of





                                      -66-




treasury stock) or any options or warrants to purchase, or securities
convertible into, capital stock, except (i) for transfers and replacements of
then outstanding shares of capital stock, (ii) for stock splits, stock
dividends and similar issuances which do not decrease the percentage ownership
of the Borrower or any of its Subsidiaries in any class of the capital stock of
such Subsidiary, (iii) to qualify directors to the extent required by
applicable law, (iv) for issuances of capital stock by any Wholly-Owned
Subsidiary of the Borrower created under Section 9.15(a) and (v) for issuance
of capital stock by any Joint Venture that is a Subsidiary of the Borrower
created under Section 9.15(b).

         (b)  The Borrower will not issue any capital stock, except (i) for
issuances of common stock where, after giving effect to such issuance, no Event
of Default will exist under Section 10.10, (ii) that the Borrower may issue the
Stock Options, the Series A Warrants and common stock in connection therewith
to the extent otherwise permitted by this Agreement and (iii) for issuances of
shares of its Series A Junior Participating Preferred Stock (as designated on
the Effective Date) in accordance with the terms of the Rights Agreement so
long as no Event of Default will exist under Section 10.10 after the issuance
thereof.

         9.14  Business.  The Borrower will not, and will not permit any of its
Subsidiaries to, engage (directly or indirectly) in any business other than the
business in which the Borrower or any of its Subsidiaries is engaged on the
Effective Date and any other reasonably related businesses or businesses that
share common technology.

         9.15  Limitation on Creation of Subsidiaries and Entering into
Partnerships and Joint Ventures.  (a)  The Borrower will not establish, create
or acquire any Subsidiary unless such newly formed Subsidiary (x) is a
Wholly-Owned Subsidiary (except to the extent permitted by Section 9.15(b)),
(y) executes a counterpart of the Subsidiaries Guaranty and (y) secures such
Subsidiary's obligations pursuant to the Subsidiaries Guaranty by executing a
counterpart of the Pledge Agreement, provided that (i) a Foreign Subsidiary
shall only be required to comply with the foregoing provisions of this Section
9.15 to the extent required by Section 8.13 and (ii) any special purpose
Subsidiary formed to effect a Permitted Acquisition shall not be required to
comply with the foregoing provisions of this Section 9.15 so long as (A) such
Subsidiary has no assets (including owning any capital stock of any Person, but
excluding a de minimis amount of cash necessary to initially capitalize such
Subsidiary) and (B) at the time such Permitted Acquisition is consummated, such
Subsidiary (to the extent it survives any such Permitted Acquisition) otherwise
complies with the foregoing provisions of this Section 9.15.  The capital stock
of any Subsidiary established, created or acquired as provided in this Section
9.15 shall be pledged to the Collateral Agent as, and to the extent, required
by the Pledge Agreement.





                                      -67-





         (b)  The Borrower will not, and will not permit any of its
Subsidiaries to, enter into any partnerships or joint ventures; provided,
however, that (i) the Borrower may contribute capital to GDE Systems Imaging,
Inc. in an amount not to exceed $3,000,000, (ii) the Borrower may contribute
capital to LH Systems, LLC in an amount not to exceed $3,000,000 and (iii) the
Borrower may organize, and permit to exist, one or more Wholly-Owned
Subsidiaries, each of which must be a corporation (each a "Joint Venture
Subsidiary") formed for the specific purpose of having such Wholly- Owned
Subsidiary enter into a joint venture formed for purposes permitted by Section
9.14 (each a "Joint Venture") with another Person (whether by partnership
between, or stock ownership in a third corporation by, such Joint Venture
Subsidiary and such other Person), and such Joint Venture Subsidiary may enter
into and permit to exist, and the Borrower may permit to exist, such Joint
Venture, if (I) the formation of such Joint Venture is or was necessary or
preferable to obtain a contract from a governmental authority, corporation or
other entity, (II) neither the Borrower nor any Subsidiary thereof (other than
such Joint Venture Subsidiary) has any Contingent Obligation whatsoever in
respect of any Indebtedness or contractual obligation of such Joint Venture
Subsidiary or such Joint Venture, (III) such Joint Venture Subsidiary is
adequately capitalized to undertake such Joint Venture and (IV) the Borrower's
and/or any of its Subsidiaries' contribution to capitalization shall not (x)
exceed $5,000,000 in any fiscal year of the Borrower in the aggregate with
respect to all Joint Venture Subsidiaries and/or Joint Ventures and (y) exceed
$3,000,000 at any time with respect to any one Joint Venture and/or Joint
Venture Subsidiary.

         SECTION 10.  Events of Default.  Upon the occurrence of any of the
following specified events (each an "Event of Default"):

         10.01  Payments.  The Borrower shall (i) default in the payment when
due of any principal of any Loan or any Note or (ii) default, and such default
shall continue unremedied for two or more Business Days, in the payment when
due of any Unpaid Drawings or interest on any Loan or Note, or any Fees or any
other amounts owing hereunder or thereunder; or

         10.02  Representations, etc.  Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any certificate delivered pursuant hereto or thereto shall prove to be untrue
in any material respect on the date as of which made or deemed made as provided
in Section 6 or Section 7; or

         10.03  Covenants.  The Borrower shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(g)(i), 8.08, 8.11, 8.12, 8.13 or 9 or (ii) default in the due
performance or observance by it of any other term, covenant or agreement
contained in this Agreement and such default





                                      -68-




shall continue unremedied for a period of 30 days after written notice to the
Borrower by the Agent or any Bank; or

         10.04  Default Under Other Agreements.  (i) The Borrower or any
Subsidiary of the Borrower shall (x) default in any payment of any Indebtedness
with an outstanding principal balance of $7,500,000 or more (any such
Indebtedness, "Material Indebtedness") (other than the Notes) beyond the period
of grace, if any, provided in the instrument or agreement under which such
Material Indebtedness was created or (y) default in the observance or
performance of any agreement or condition relating to any Material Indebtedness
(other than the Notes) 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 Material Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause (determined without regard
to whether any notice is required), any such Indebtedness to become due prior
to its stated maturity, or (ii) any Material Indebtedness (other than the
Notes) shall be declared to be due and payable, or required to be prepaid other
than by a regularly scheduled required prepayment, prior to the stated maturity
thereof; or

         10.05  Bankruptcy, etc.  The Borrower or any Subsidiary of the
Borrower shall commence a voluntary case concerning itself under Title 11 of
the United States Code entitled "Bankruptcy," as now or hereafter in effect, or
any successor thereto (the "Bankruptcy Code"); or an involuntary case is
commenced against the Borrower or any Subsidiary of the Borrower, and the
petition is not controverted within 10 days, or is not dismissed within 60
days, after commencement of the case; or a custodian (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or substantially all
of the property of the Borrower or any Subsidiary of the Borrower; or the
Borrower or any Subsidiary of the Borrower commences any other proceeding under
any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Borrower or any Subsidiary
of the Borrower, or there is commenced against the Borrower or any Subsidiary
of the Borrower any such proceeding which remains undismissed for a period of
60 days; or the Borrower or any Subsidiary of the Borrower is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding is entered; or the Borrower or any Subsidiary of the
Borrower suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a
period of 60 days; or the Borrower or any Subsidiary of the Borrower makes a
general assignment for the benefit of creditors; or any corporate action is
taken by the Borrower or any Subsidiary of the Borrower for the purpose of
effecting any of the foregoing; or





                                      -69-





         10.06  ERISA.  (a)  Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof or a waiver of such
standard or extension of any amortization period is sought or granted under
Section 412 of the Code, any Plan is, shall have been or is likely to be
terminated or the subject of termination proceedings under ERISA, any Plan
shall have an Unfunded Current Liability, the Borrower or any Subsidiary of the
Borrower or any ERISA Affiliate has incurred or is likely to incur a liability
to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the Code, or
the Borrower or any Subsidiary of the Borrower has incurred or is likely to
incur liabilities pursuant to one or more employee welfare benefit plans (as
defined in Section 3(1) of ERISA) which provide benefits to retired employees
or other former employees (other than as required by Section 601 of ERISA) or
employee pension benefit plans (as defined in Section 3(2) of ERISA); and (b)
there shall result from any such event or events the imposition of a lien, the
granting of a security interest, or a liability or a material risk of incurring
a liability which lien, security interest or liability, in the opinion of the
Required Banks, could reasonably be expected to have a material adverse effect
upon the business, operations, property, assets, liabilities, condition
(financial or otherwise) or prospects of the Borrower and its Subsidiaries
taken as a whole; or

         10.07  Pledge Agreement.  At any time after the execution and delivery
thereof, the Pledge Agreement shall cease to be in full force and effect, or
shall cease to give the Collateral Agent for the benefit of the Secured
Creditors the Liens, rights, powers and privileges purported to be created
thereby (including, without limitation, a perfected security interest in, and
Lien on, all of the Collateral), in favor of the Collateral Agent, superior to
and prior to the rights of all third Persons, and subject to no other Liens
(except as permitted by Section 9.01(i)), or the Borrower or any Subsidiary
shall default in the due performance or observance of any material term,
covenant or agreement on its part to be performed or observed pursuant the
Pledge Agreement and such default shall continue beyond any grace period
specifically applicable thereto pursuant to the terms of the Pledge Agreement;
or

         10.08  Subsidiaries Guaranty.  The Subsidiaries Guaranty or any
provision thereof shall cease to be in full force or effect as to any
Subsidiary Guarantor (except in accordance with Section 22 of the Subsidiaries
Guaranty), or any Subsidiary Guarantor or any Person acting by or on behalf of
any Subsidiary Guarantor shall deny or disaffirm such Subsidiary Guarantor's
obligations under the Subsidiaries Guaranty, or any Subsidiary Guarantor shall
default in the due performance or observance of any material term, covenant or
agreement on its part to be performed or observed pursuant to the Subsidiaries
Guaranty; or





                                      -70-




         10.09  Judgments.  One or more judgments or decrees shall be entered
against the Borrower or any Subsidiary of the Borrower involving in the
aggregate for the Borrower and its Subsidiaries a liability (not paid or fully
covered by a reputable and solvent insurance company) and such judgments and
decrees either shall be final and non-appealable or shall not be vacated,
discharged or stayed or bonded pending appeal, for any period of 60 consecutive
days after notice has been given by the Agent acting at the direction of the
Required Banks, and the individual or aggregate amount of all such judgments
equals or exceeds $7,500,000; or

         10.10  Change of Control.  A Change of Control shall occur; or

         10.11  Debarment or Suspension.  The Borrower or any of its
Subsidiaries shall at any time be debarred or suspended from any government
contracting, and the continuance of such debarment or suspension for any period
of 60 consecutive days during which such debarment or suspension shall not be
terminated, discharged or stayed pending appeal and the effect of such
debarment or suspension could reasonably be expected to materially and
adversely affect the business, operations, property, assets, liabilities,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole;

then, and in any such event, and at any time thereafter, if any Event of
Default shall then be continuing, the Agent, upon the written request of the
Required Banks, shall by written notice to the Borrower, take any or all of the
following actions, without prejudice to the rights of the Agent, any Bank or
the holder of any Note to enforce its claims against any Credit Party
(provided, that, if an Event of Default specified in Section 10.05 shall occur
with respect to the Borrower, the result which would occur upon the giving of
written notice by the Agent to the Borrower as specified in clauses (i) and
(ii) below shall occur automatically without the giving of any such notice):
(i) declare the Total Revolving Loan Commitment terminated, whereupon the
Revolving Loan Commitment of each Bank shall forthwith terminate immediately
and any Commitment Commission shall forthwith become due and payable without
any other notice of any kind; (ii) declare the principal of and any accrued
interest in respect of all Loans and the Notes and all Obligations owing
hereunder and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Credit Party; (iii) terminate any Letter
of Credit, which may be terminated, in accordance with its terms; (iv) direct
the Borrower to pay (and the Borrower agrees that upon receipt of such notice,
or upon the occurrence of an Event of Default specified in Section 10.05 with
respect to the Borrower, it will pay) to the Collateral Agent at the Payment
Office such additional amount of cash, to be held as security by the Collateral
Agent, as is equal to the aggregate Stated Amount of all Letters of Credit
issued





                                      -71-




for the account of the Borrower and then outstanding; and (v) enforce, as
Collateral Agent, all of the Liens and security interests created pursuant to
the Pledge Agreement.

         SECTION 11.  Definitions and Accounting Terms.

         11.01  Defined Terms.  As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

         "Adjusted Certificate of Deposit Rate" shall mean, on any day, the sum
(rounded to the nearest 1/100 of 1%) of (1) the rate obtained by dividing (x)
the most recent weekly average dealer offering rate for negotiable certificates
of deposit with a three-month maturity in the secondary market as published in
the most recent Federal Reserve System publication entitled "Select Interest
Rates," published weekly on Form H.15 as of the date hereof, or if such
publication or a substitute containing the foregoing rate information shall not
be published by the Federal Reserve System for any week, the weekly average
offering rate determined by the Agent on the basis of quotations for such
certificates received by it from three certificate of deposit dealers in New
York of recognized standing or, if such quotations are unavailable, then on the
basis of other sources reasonably selected by the Agent, by (y) a percentage
equal to 100% minus the stated maximum rate of all reserve requirements as
specified in Regulation D applicable on such day to a three-month certificate
of deposit of a member bank of the Federal Reserve System in excess of $100,000
(including, without limitation, any marginal, emergency, supplemental, special
or other reserves), plus (2) the then daily net annual assessment rate as
estimated by the Agent for determining the current annual assessment payable by
the Agent to the Federal Deposit Insurance Corporation for insuring three-month
certificates of deposit.

         "Adjusted Percentage" shall mean (x) at a time when no Bank Default
exists, for each Bank such Bank's Percentage and (y) at a time when a Bank
Default exists (i) for each Bank that is a Defaulting Bank, zero and (ii) for
each Bank that is a Non-Defaulting Bank, the percentage determined by dividing
such Bank's Revolving Loan Commitment at such time by the Adjusted Total
Revolving Loan Commitment at such time, it being understood that all references
herein to Revolving Loan Commitments and the Adjusted Total Revolving Loan
Commitment at a time when the Total Revolving Loan Commitment or Adjusted Total
Revolving Loan Commitment, as the case may be, has been terminated shall be
references to the Revolving Loan Commitments or Adjusted Total Revolving Loan
Commitment, as the case may be, in effect immediately prior to such
termination, provided that (A) no Bank's Adjusted Percentage shall change upon
the occurrence of a Bank Default from that in effect





                                      -72-




immediately prior to such Bank Default if after giving effect to such Bank
Default, and any repayment of Revolving Loans at such time pursuant to Section
4.02(a) or otherwise, the sum of (i) the aggregate outstanding principal amount
of Revolving Loans of all Non-Defaulting Banks plus (ii) the aggregate
outstanding principal amount of Swingline Loans plus (iii) the Letter of Credit
Outstandings, exceed the Adjusted Total Revolving Loan Commitment; (B) the
changes to the Adjusted Percentage that would have become effective upon the
occurrence of a Bank Default but that did not become effective as a result of
the preceding clause (A) shall become effective on the first date after the
occurrence of the relevant Bank Default on which the sum of (i) the aggregate
outstanding principal amount of the Revolving Loans of all Non-Defaulting Banks
plus (ii) the aggregate outstanding principal amount of Swingline Loans plus
(iii) the Letter of Credit Outstandings is equal to or less than the Adjusted
Total Revolving Loan Commitment; and (C) if (i) a Non- Defaulting Bank's
Adjusted Percentage is changed pursuant to the preceding clause (B) and (ii)
any repayment of such Bank's Revolving Loans, or of Unpaid Drawings or of
Swingline Loans that were made during the period commencing after the date of
the relevant Bank Default and ending on the date of such change to its Adjusted
Percentage must be returned to the Borrower as a preferential or similar
payment in any bankruptcy or similar proceeding of the Borrower, then the
change to such Non-Defaulting Bank's Adjusted Percentage effected pursuant to
said clause (B) shall be reduced to that positive change, if any, as would have
been made to its Adjusted Percentage if (x) such repayments had not been made
and (y) the maximum change to its Adjusted Percentage would have resulted in
the sum of the outstanding principal of Revolving Loans made by such Bank plus
such Bank's new Adjusted Percentage of the outstanding principal amount of
Swingline Loans and of Letter of Credit Outstandings equalling such Bank's
Revolving Loan Commitment at such time.

         "Adjusted Total Available Revolving Loan Commitment" shall mean, at
any time, the Total Available Revolving Loan Commitment at such time less the
aggregate Revolving Loan Commitments of all Defaulting Banks at such time.

         "Adjusted Total Revolving Loan Commitment" shall mean, at any time,
the Total Revolving Loan Commitment at such time less the aggregate Revolving
Loan Commitments of all Defaulting Banks at such time.

         "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including, but not limited to, all
directors and officers of such Person), controlled by, or under direct or
indirect common control with, such Person; provided, however, that for purposes
of Section 9.06, an Affiliate of the Borrower shall include any Person that
directly or indirectly owns more than 5% of any class of the capital stock of
the Borrower and any officer or director of the Borrower or any such





                                      -73-




Person.  A Person shall be deemed to control another Person if such Person
possesses, directly or indirectly, the power to direct or cause the direction
of the management and policies of such other Person, whether through the
ownership of voting securities, by contract or otherwise.

         "Agent" shall mean Bankers Trust Company, in its capacity as Agent for
the Banks hereunder, and shall include any successor to the Agent appointed
pursuant to Section 12.09.

         "Agreement" shall mean this Credit Agreement, as modified,
supplemented or amended from time to time.

         "Applicable Base Rate Margin" shall mean a percentage per annum equal
to 3/4 of 1%, less the then applicable Interest Reduction Discount, if any,
provided that notwithstanding anything to the contrary in this definition or in
the definition of Interest Reduction Discount, in no event shall the Applicable
Base Rate Margin be less than zero.

         "Applicable Commitment Commission Percentage" shall mean a percentage
per annum equal to 3/8 of 1%, provided that so long as no Default or Event of
Default shall exist, the Applicable Commitment Commission Percentage shall be
1/4 of 1% at any time (and for so long as) the Interest Reduction Discount is
determined by reference to clause (C) or (D) of the definition thereof.

         "Applicable Eurodollar Margin" shall mean a percentage per annum equal
to 1-3/4% less the then applicable Interest Reduction Discount, if any.

         "Applicable L/C Percentage" shall mean a percentage per annum equal to
the Applicable Eurodollar Margin as in effect from time to time less 1/4 of 1%,
provided that in no event shall the Applicable L/C Percentage at any time be
less than 5/8 of 1%.

         "Assignment and Assumption Agreement" shall mean an Assignment and
Assumption Agreement substantially in the form of Exhibit K (appropriately
completed) entered into pursuant to the terms hereof.

         "Available Revolving Loan Commitment" shall mean, at any time and for
any Bank, the Revolving Loan Commitment of such Bank as then in effect less
such Bank's Percentage of the amount of the Blocked Commitment, if any, at such
time.





                                      -74-




         "Bank" shall mean each financial institution listed on Schedule I, as
well as any Person which becomes a "Bank" hereunder pursuant to 13.04(b).

         "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.04(c) or (ii) a Bank
having notified in writing the Borrower and/or the Agent that it does not
intend to comply with its obligations under Section 1.01 or Section 2, in any
case as a result of any takeover of such Bank by any regulatory authority or
agency.

         "Bankruptcy Code" shall have the meaning provided in Section 10.05.

         "Base Rate" at any time shall mean the higher of (i) 1/2 of 1% in
excess of the Adjusted Certificate of Deposit Rate and (ii) the Prime Lending
Rate.

         "Base Rate Loan" shall mean (i) each Revolving Loan designated or
deemed designated as such by the Borrower at the time of the incurrence thereof
or conversion thereto and (ii) each Swingline Loan.

         "Blocked Commitment" shall mean (i) at any time during the period from
and including the Effective Date through but not including the date on which
all outstanding Existing Senior Subordinated Notes are repaid, prepaid,
purchased, defeased or redeemed in full, that aggregate amount necessary to
repay, prepay, purchase, defease or redeem in full such Existing Senior
Subordinated Notes (including any premium or consent payments in connection
therewith but excluding any interest on the Existing Senior Subordinated Notes)
and (ii) any time thereafter, 0.  The Blocked Commitment shall be reduced at
such time or times as Revolving Loans are incurred for the purpose of repaying,
prepaying, purchasing, defeasing or redeeming outstanding Existing Senior
Subordinated Notes (whether pursuant to the Existing Senior Subordinated Notes
Tender Offer or otherwise), with such reduction to be in the amount of
Revolving Loans so incurred.

         "Borrower" shall have the meaning provided in the first paragraph of
this Agreement.

         "Borrowing" shall mean and include (i) the borrowing of Swingline
Loans from BTCo on a given date and (ii) the Borrowing of one Type of Revolving
Loan from all the Banks on a given date (or resulting from a conversion or
conversions on such date), having in the case of Eurodollar Loans the same
Interest Period, provided that Base Rate Loans incurred pursuant to Section
1.10(b) shall be considered part of the related Borrowing of Eurodollar Loans.





                                      -75-




         "BTCo" shall mean Bankers Trust Company in its individual capacity.

         "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day except Saturday, Sunday and any day which shall
be in New York City a legal holiday or a day on which banking institutions are
authorized or required by law or other government action to close and (ii) with
respect to all notices and determinations in connection with, and payments of
principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) above and which is also a day for trading by and
between banks in the New York interbank Eurodollar market.

         "Capital Expenditures" shall mean, with respect to any Person, all
expenditures by such Person which should be capitalized in accordance with
generally accepted accounting principles, including all such expenditures with
respect to fixed or capital assets (including, without limitation, expenditures
for maintenance and repairs which should be capitalized in accordance with
generally accepted accounting principles) and the amount of Capitalized Lease
Obligations incurred by such Person.

         "Capitalized Lease Obligations" shall mean, with respect to any
Person, all rental obligations of such Person which, under generally accepted
accounting principles, are or will be required to be capitalized on the books
of such Person, in each case taken at the amount thereof accounted for as
indebtedness in accordance with such principles.

         "Cash Equivalents" shall mean, as to any Person, (i) securities issued
or directly and fully guaranteed or insured by the United States or any agency
or instrumentality thereof (provided that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than
one year from the date of acquisition, (ii) time deposits, bankers' acceptances
and certificates of deposit of any commercial bank having, or which is the
principal banking subsidiary of a bank holding company having, a long-term
unsecured debt rating of at least "A" or the equivalent thereof from Standard &
Poor's Ratings Services or "A2" or the equivalent thereof from Moody's
Investors Service, Inc. with maturities of not more than one year from the date
of acquisition by such Person, (iii) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in clause
(i) above entered into with any bank meeting the qualifications specified in
clause (ii) above, (iv) commercial paper issued by any Person incorporated in
the United States rated at least A-1 or the equivalent thereof by Standard &
Poor's Ratings Services or at least P-1 or the equivalent thereof by Moody's
Investors Service, Inc. and in each case maturing not more than one year after
the date of acquisition by such Person and (v) investments in money market
funds substantially all of whose assets are comprised of securities of the
types described in clauses (i) through (iv) above.





                                      -76-





         "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time
to time, 42 U.S.C. Section  9601 et seq.

         "Change of Control" shall mean and include the occurrence of any of
the following events: (x) any Person, entity or "group" (within the meaning of
Sections 13(d) or 14(d) of the Securities Exchange Act) (A) shall have acquired
beneficial ownership of 25% or more of any outstanding class of capital stock
of the Borrower having ordinary voting power in the election of directors
(excluding Permitted Holders), provided that any Person, entity or group
(excluding Permitted Holders, whose percentages are not restricted) shall be
permitted to acquire up to 30% of the outstanding capital stock of any such
class in a transaction approved before the consummation of same by a majority
of the directors (and a majority of Continuing Directors) of the Borrower or
(B) shall have obtained the power (whether or not exercised) to elect the
majority of the Board of Directors of the Borrower, (y) a majority of the Board
of Directors of the Borrower shall not consist of Continuing Directors or (z)
any "change of control" or similar event shall occur under, and as defined in,
the New Senior Subordinated Note Indenture or any Existing Senior Subordinated
Notes Indenture.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time and the regulations promulgated and the rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of
this Agreement, and to any subsequent provision of the Code, amendatory
thereof, supplemental thereto or substituted therefor.

         "Collateral" shall mean all property with respect to which any
security interests have been granted (or purport to be granted) pursuant to the
Pledge Agreement and all cash and Cash Equivalents delivered as collateral
pursuant to Section 4.02 or 10.

         "Collateral Agent" shall mean the Agent acting as collateral agent for
the Secured Creditors pursuant to the Pledge Agreement.

         "Commitment Commission" shall have the meaning provided in Section
3.01(a).

         "Company Stock Plans" shall mean the stock plans for employees,
officers and/or directors of the Borrower and its Subsidiaries adopted by the
Borrower from time to time, and as amended, modified or supplemented from time
to time in accordance with the terms hereof and thereof.





                                      -77-




         "Consolidated Debt" shall mean, at any time, the sum of the aggregate
outstanding principal amount of all Indebtedness (including, without
limitation, the principal component of Capitalized Lease Obligations, but
excluding (x) Interest Rate Protection Agreements, (y) the two promissory notes
which were issued in connection with the acquisition by the Borrower of Cordant
Holdings Corporation (now known as Tracor Information Systems Company) and (z)
Indebtedness of the type described in clause (ii) of the definition thereof) of
the Borrower and its Consolidated Subsidiaries.

         "Consolidated EBIT" shall mean, for any period, the Consolidated Net
Income of the Borrower and its Consolidated Subsidiaries for such period,
before Consolidated Net Interest Expense and provision for income taxes for
such period and without giving effect to any extraordinary gains or losses, or
any nonrecurring charges for such period resulting from the acquisition by the
Borrower of TAESI to the extent included in Consolidated Net Income for such
period.

         "Consolidated EBITDA" shall mean, for any period, Consolidated EBIT,
adjusted by adding thereto the amount of all amortization of intangibles
(including amortization of debt issuance costs) and depreciation that were
deducted in arriving at Consolidated EBIT for such period.

         "Consolidated Interest Coverage Ratio" shall mean, for any period, the
ratio of Consolidated EBITDA to Consolidated Net Interest Expense for such
period.

         "Consolidated Net Income" shall mean, for any period, the aggregate
net income or loss of the Borrower and its Consolidated Subsidiaries for such
period determined on a consolidated basis, as determined in accordance with
generally accepted accounting principles.

         "Consolidated Net Interest Expense" shall mean, for any period, the
total consolidated interest expense (excluding amortization of debt issuance
costs but including Letter of Credit Fees and Facing Fees) of the Borrower and
its Consolidated Subsidiaries for such period (calculated without regard to any
limitations on the payment thereof) plus, without duplication, that portion of
Capitalized Lease Obligations of the Borrower and its Consolidated Subsidiaries
representing the interest factor for such period, in each case net of the total
consolidated interest income of the Borrower and its Consolidated Subsidiaries
for such period.

         "Consolidated Net Worth" shall mean, at any time, the aggregate
shareholders' equity of the Borrower and its Consolidated Subsidiaries on a
consolidated basis at such time, as determined in accordance with generally
accepted accounting principles.





                                      -78-


         "Consolidated Subsidiaries" shall mean, as to any Person, all
Subsidiaries of such Person which are consolidated with such Person for
financial reporting purposes in accordance with generally accepted accounting
principles.

         "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such 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 (x) for the
purchase or payment of any such primary obligation or (y) 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
holder of such primary obligation against loss in respect thereof; provided,
however, that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business.  The
amount of any Contingent Obligation shall be deemed to be an amount equal to
the stated or determinable amount of the primary obligation in respect of which
such Contingent Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such
Person is required to perform thereunder) as determined by such Person in good
faith.

          "Continuing Directors" shall mean the directors of the Borrower on the
Effective Date and each other director, if such other director's nomination for
election to the Board of Directors of the Borrower is recommended by a majority
of the then Continuing Directors.

          "CoreStates" shall mean CoreStates Bank, N.A., a national banking
association.

          "Credit Documents" shall mean this Agreement, each Note, the Pledge
Agreement and the Subsidiaries Guaranty.

          "Credit Event" shall mean the making of any Loan or the issuance of
any Letter of Credit.

          "Credit Party" shall mean the Borrower and each Subsidiary Guarantor.





                                      -79-




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

"Defaulting Bank" shall mean any Bank with respect to which a Bank Default is
in effect.

         "Designated Tax Sharing Agreements" shall mean collectively (i) the
Tax Indebtedness Sharing Agreement, dated as of December 27, 1991 among
Littlefuse, Inc., the Borrower, Elsin Corporation, General Image Corporation,
RMC, Inc., Ultron Labs Corporation and certain Subsidiaries of the Borrower, as
the same has been amended, modified or supplemented through the Effective Date
and (ii) the Tax Sharing Agreement, dated as of November 20, 1992, among
General Dynamics Corporation, General Dynamics H.A. and GDE Systems, Inc.

         "Dividend" with respect to any Person shall mean that such Person has
declared or paid a dividend or returned any equity capital to its stockholders
or authorized or made any other distribution, payment or delivery of property
(other than common stock of such Person) or cash to its stockholders as such,
or redeemed, retired, purchased or otherwise acquired, directly or indirectly,
for consideration any shares of any class of its capital stock outstanding on
or after the Effective Date (or any options or warrants issued by such Person
with respect to its capital stock), or set aside any funds for any of the
foregoing purposes, or shall have permitted any of its Subsidiaries to purchase
or otherwise acquire for consideration any shares of any class of the capital
stock of such Person outstanding on or after the Effective Date (or any options
or warrants issued by such Person with respect to its capital stock).  Without
limiting the foregoing, "Dividends" with respect to any Person shall also
include all payments made or required to be made by such Person with respect to
any stock appreciation rights, plans, equity incentive or achievement plans or
any similar plans or setting aside of any funds for the foregoing purposes.

         "Documents" shall mean the Credit Documents, the Existing Senior
Subordinated Notes Documents, the Existing Senior Subordinated Notes Tender
Offer Documents, the Existing Senior Subordinated Notes Consent Solicitation
Documents and the New Senior Subordinated Note Documents.

         "Dollars" and the sign "$" shall each mean freely transferable lawful
money of the United States.

         "Domestic Subsidiary" shall mean each Subsidiary of the Borrower that
is incorporated or organized in the United States or any State thereof.





                                      -80-




         "Drawing" shall have the meaning provided in Section 2.05(b).

         "Effective Date" shall have the meaning provided in Section 13.10.

         "Eligible Transferee" shall mean and include a commercial bank,
financial institution or other "accredited investor" (as defined in Regulation
D of the Securities Act).

         "End Date" shall have the meaning provided in the definition of
"Interest Reduction Discount."

         "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, investigations or
proceedings relating in any way to any Environmental Law or any permit issued,
or any approval given, under any such Environmental Law (hereafter, "Claims"),
including, without limitation, (a) any and all Claims by governmental or
regulatory authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (b)
any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief in connection
with alleged injury or threat of injury to health, safety or the environment
due to the presence of Hazardous Materials.

         "Environmental Law" shall mean any Federal, state, foreign or local
statute, law, rule, regulation, ordinance, code, guideline, written policy and
rule of common law now or hereafter in effect and in each case as amended, and
any judicial or administrative interpretation thereof, including any judicial
or administrative order, consent decree or judgment, relating to the
environment, employee health and safety or Hazardous Materials, including,
without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33
U.S.C. Section 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C.
Section 2601 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the
Safe Drinking Water Act, 42 U.S.C. Section 3803 et seq.; the Oil Pollution Act
of 1990, 33 U.S.C. Section 2701 et seq.; the Emergency Planning and the
Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq., the
Hazardous Material Transportation Act, 49 U.S.C. Section 1801 et seq. and the
Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; and any
state and local or foreign counterparts or equivalents, in each case as amended
from time to time.

         "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.  Section references to ERISA are to ERISA, as in effect at
the date of this





                                      -81-




Agreement, and to any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

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

         "Eurodollar Loan" shall mean each Revolving Loan designated as such by
the Borrower at the time of the incurrence thereof or conversion thereto.

         "Eurodollar Rate" shall mean (a) the offered quotation to first-class
banks in the New York interbank Eurodollar market by BTCo for Dollar deposits
of amounts in immediately available funds comparable to the outstanding
principal amount of the Eurodollar Loan of BTCo with maturities comparable to
the Interest Period applicable to such Eurodollar Loan commencing two Business
Days thereafter as of 10:00 a.m. (New York time) on the date which is two
Business Days prior to the commencement of such Interest Period, divided (and
rounded off to the nearest 1/16 of 1%) by (b) a percentage equal to 100% minus
the then stated maximum rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other reserves
required by applicable law) applicable to any member bank of the Federal
Reserve System in respect of Eurocurrency funding or liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D).

         "Event of Default" shall have the meaning provided in Section 10.

         "Existing Corestates IRB Letter of Credit" shall mean that Existing
Corestates Letter of Credit designated as such on Schedule II.

         "Existing CoreStates IRB Letter of Credit Reimbursement Agreement"
shall mean and include the Letter of Credit, Indemnity and Reimbursement
Agreement, dated as of September 1, 1990, between TAESI and CoreStates (as
successor to Meridian Bank), as amended.

         "Existing CoreStates Letters of Credit" shall mean the Existing
CoreStates IRB Letter of Credit and the other Existing Letters of Credit issued
by CoreStates (as successor to Meridian Bank).

         "Existing Credit Agreement" shall mean the Credit Agreement dated as
of August 25, 1993 and amended and restated as of November 17, 1994 and further
amended and restated as of February 22, 1996 (as the same has been amended,





                                      -82-




modified or supplemented to, but not including, the Effective Date) among the
Borrower, the lenders party thereto and BTCo, as the agent thereunder.

         "Existing Indebtedness" shall have the meaning provided in Section
7.22(a).

         "Existing IRB" shall mean that Existing Indebtedness designated as
such on Schedule V.

         "Existing Letters of Credit" shall have the meaning provided in Section
2.01(d).

         "Existing Senior Subordinated Notes" shall mean the $115,947,000
remaining aggregate principal amount of the Borrower's 10-7/8% Senior
Subordinated Notes due 2001 which were issued pursuant to the Existing Senior
Subordinated Notes Indentures.

         "Existing Senior Subordinated Notes Consent" shall mean each written
consent permitting the Borrower to enter into the Existing Senior Subordinated
Notes Indenture Supplements from a holder of one or more Existing Senior
Subordinated Notes outstanding on the record date for determining those holders
entitled to consent to such Existing Senior Subordinated Notes Indenture
Supplement.

         "Existing Senior Subordinated Notes Consent Solicitation" shall mean
the solicitation of the Existing Senior Subordinated Notes Consents from the
holders of the Existing Senior Subordinated Notes.

         "Existing Senior Subordinated Notes Consent Solicitation Documents"
shall mean the Existing Senior Subordinated Notes Consents, the Existing Senior
Subordinated Notes Indenture Supplements and each of the other agreements and
documents entered into in connection with the Existing Senior Subordinated
Notes Consent Solicitation.

         "Existing Senior Subordinated Notes Documents" shall mean the Existing
Senior Subordinated Notes Indentures, the Existing Senior Subordinated Notes
Indenture Supplements, the Existing Senior Subordinated Notes and each of the
other agreements and documents entered into in connection therewith.

         "Existing Senior Subordinated Notes Indentures" shall mean (i) the
Indenture, dated as of August 15, 1993, among the Borrower, as issuer, certain
of its Subsidiaries, as guarantors, and the U.S. Trust Company of Texas, N.A.,
as trustee and (ii) the Indenture, dated as of November 17, 1994, among the
Borrower, as issuer, certain of its Subsidiaries, as guarantors, and the U.S.
Trust Company of Texas, N.A., as trustee.





                                      -83-




         "Existing Senior Subordinated Notes Indenture Supplements" shall mean
each of the Supplement Indentures to the Existing Senior Subordinated Notes
Indentures in the forms delivered to the Agent pursuant to Section 5.17 and
entered into by the Borrower and the trustees for the Existing Senior
Subordinated Notes in connection with the Existing Senior Subordinated Notes
Consents.

         "Existing Senior Subordinated Notes Tender Offer" shall mean the
tender offer by the Borrower to repurchase all outstanding Existing Senior
Subordinated Notes pursuant to the Existing Senior Subordinated Notes Tender
Offer Documents.

         "Existing Senior Subordinated Notes Tender Offer Documents" shall mean
the Borrower's Offer to Purchase and Consent Solicitation, dated February 13,
1997, and each of the other agreements and documents entered into in connection
with the Existing Senior Subordinated Notes Tender Offer.

         "Facing Fee" shall have the meaning provided in Section 3.01(c).

         "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day which is a Business Day, the average of the quotations for such day on
such transactions received by the Agent from three Federal Funds brokers of
recognized standing selected by the Agent.

         "Fees" shall mean all amounts payable pursuant to or referred to in
Section 3.01.

         "Final Maturity Date" shall mean February 28, 2002.

         "Flight Systems" shall mean Tracor Flight Systems, Inc., a Delaware
corporation.

         "Foreign Subsidiary" shall mean each Subsidiary of the Borrower that
is not a Domestic Subsidiary.

         "Hazardous Materials" shall mean (a) any petroleum or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment
that contain dielectric fluid containing levels of polychlorinated biphenyls,
and radon gas; (b) any chemicals,





                                      -84-




materials or substances defined as or included in the definition of "hazardous
substances,"hazardous waste,"hazardous materials,"extremely hazardous
substances,"restricted hazardous waste,"toxic substances,"toxic
pollutants,"contaminants," or "pollutants," or words of similar import, under
any applicable Environmental Law; and (c) any other chemical, material or
substance, exposure to which is prohibited, limited or regulated by any
governmental authority.

         "Indebtedness" shall mean, as to any Person, without duplication, (i)
all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services, (ii) the maximum amount available to be drawn under all letters of
credit issued for the account of such Person and all unpaid drawings in respect
of such letters of credit, (iii) all Indebtedness of the types described in
clause (i), (ii), (iv), (v), (vi) or (vii) of this definition secured by any
Lien on any property owned by such Person, whether or not such Indebtedness has
been assumed by such Person, (iv) the aggregate amount required to be
capitalized under leases under which such Person is the lessee, (v) all
obligations of such person to pay a specified purchase price for goods or
services, whether or not delivered or accepted, i.e., take-or-pay and similar
obligations, (vi) all Contingent Obligations of such Person and (vii) all
obligations under any Interest Rate Protection Agreement or under any similar
type of agreement entered into with a Person not a Bank.

         "Interest Determination Date" shall mean, with respect to any
Eurodollar Loan, the second Business Day prior to the commencement of any
Interest Period relating to such Eurodollar Loan.

         "Interest Period" shall have the meaning provided in Section 1.09.

         "Interest Rate Protection Agreements" shall mean any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement, interest rate flow agreement or other similar
agreements.

         "Interest Reduction Discount" shall mean (i) for the period from the
Effective Date through but not including the first day of the first Margin
Reduction Period occurring after the Effective Date, 1/2 of 1% and (ii)
thereafter zero, provided that from and after the first day of any Margin
Reduction Period (the "Start Date") to and including the last day of such
Margin Reduction Period (the "End Date"), the Interest Reduction Discount shall
be the respective percentage per annum set forth in clause (A), (B), (C) or (D)
below if, but only if, as of the last day of the most recent fiscal quarter or
year of the Borrower, as the case may be, ended immediately prior to such





                                      -85-




Start Date (the "Test Date"), the applicable conditions set forth in clause
(A), (B), (C) or (D) below, as the case may be, are met:

                 (A)  1/4 of 1% if, but only if, as of the Test Date for such
         Start Date the  Leverage Ratio for the Test Period ended on such Test
         Date shall be less than 4.00:1.00 and none of the conditions set forth
         in clause (B), (C) or (D) below are satisfied;

                 (B)  1/2 of 1% if, but only if, as of the Test Date for such
         Start Date the  Leverage Ratio for the Test Period ended on such Test
         Date shall be less than 3.25:1.00 and none of the conditions set forth
         in clause (C) or (D) below are satisfied;

                 (C)  3/4 of 1% if, but only if, as of the Test Date for such
         Start Date the  Leverage Ratio for the Test Period ended on such Test
         Date shall be less than 2.25:1.00 and the condition set forth in
         clause (D) below is not met; or

                 (D)  1-1/8% if, but only if, as of the Test Date for such
         Start Date the  Leverage Ratio for the Test Period ended on such Test
         Date shall be less than 1.25:1.00.

                 Notwithstanding anything to the contrary in this definition,
the Interest Reduction Discount shall be reduced to zero at all times when
there shall exist a Default or an Event of Default.

         "Investment" shall have the meaning provided in Section 9.05.

         "Issuing Bank" shall mean BTCo, CoreStates (in the case of the
Existing CoreStates Letters of Credit) and any other Bank (including
CoreStates) which at the request of the Borrower and with the consent of the
Agent agrees, in such Bank's sole discretion, to become an Issuing Bank for the
purpose of issuing Letters of Credit pursuant to Section 2.

         "Joint Venture" shall have the meaning set forth in Section 9.15(b).

         "Joint Venture Subsidiary" shall have the meaning set forth in Section
9.15(b).

         "L/C Supportable Indebtedness" shall mean (i) obligations of the
Borrower or its Subsidiaries incurred in the ordinary course of business with
respect to workers compensation, advance payment bonds, performance bonds,
surety bonds and other similar performance or statutory obligations and (ii)
such other obligations of the





                                      -86-




Borrower or any of its Subsidiaries as are reasonably acceptable to the Agent,
the respective Issuing Bank and otherwise permitted to exist pursuant to the
terms of this Agreement.

         "Leaseholds" of any Person means all the right, title and interest of
such Person as lessee or licensee in, to and under leases or licenses of land,
improvements and/or fixtures.

         "Letter of Credit" shall have the meaning provided in Section 2.01(a).

         "Letter of Credit Fee" shall have the meaning provided in Section
3.01(b).

         "Letter of Credit Outstandings" shall mean, at anytime, the sum of (i)
the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the
amount of all Unpaid Drawings.

         "Letter of Credit Request" shall have the meaning provided in Section
2.03(a).

         "Leverage Ratio" shall mean on any date for the determination thereof
the ratio of (i) Consolidated Debt on such date to (ii) Consolidated EBITDA for
the Test Period then most recently ended; provided, however, that for purposes
of determining the Interest Reduction Discount as of any Test Date, the term
"Consolidated Debt" as used in the foregoing clause (i) of this definition
shall be the sum of (I) Consolidated Debt (other than Revolving Outstandings)
on such Test Date plus (II) the average Revolving Outstandings for the
quarterly period ending on such Test Date (or, in the case of the quarterly
period ending on March 31, 1997, the average Revolving Outstandings for the
period from the Effective Date through and including March 31, 1997).

         "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing).

         "Loan" shall mean each Revolving Loan and each Swingline Loan.

         "Mandatory Borrowing" shall have the meaning provided in Section
1.01(c).

         "Margin Reduction Period" shall mean each period which shall commence
on a date on which the financial statements are delivered pursuant to Section
8.01(b) or





                                      -87-




(c), as the case may be, and which shall end on the earlier of (i) the date of
actual delivery of the next financial statement pursuant to Section 8.01(b) or
(c), as the case may be, and (ii) the latest date on which the next financial
statements are required to be delivered pursuant to Section 8.01(b) or (c), as
the case may be, provided that the first Margin Reduction Period shall commence
with the delivery of the financial statements in respect of the Borrower's
fiscal quarter ending March 31, 1997.

         "Margin Stock" shall have the meaning provided in Regulation U.

         "Material Indebtedness" shall have the meaning set forth in Section
10.04.

         "Maximum Swingline Amount" shall mean $5,000,000.

         "Minimum Borrowing Amount" shall mean (i) for Revolving Loans (x)
maintained as Eurodollar Loans $2,000,000 and (y) maintained as Base Rate
Loans, $2,000,000, and (ii) for Swingline Loans, $500,000.

         "Net Sale Proceeds" shall mean for any sale of assets, the gross cash
proceeds (including any cash received by way of deferred payment pursuant to a
promissory note, receivable or otherwise, but only as and when received)
received from any sale of assets, net of reasonable transaction costs and
payments of unassumed liabilities relating to the assets sold at the time of,
or within 60 days after, the date of such sale, the amount of such gross cash
proceeds required to be used to repay any Indebtedness (other than Indebtedness
of the Banks pursuant this Agreement) which is secured by the respective assets
which were sold and the net tax payments required to be made by the Borrower as
a result of such sale.

         "New Senior Subordinated Note Documents" shall mean and include each
of the documents and other agreements entered into (including, without
limitation, the New Senior Subordinated Note Indenture) relating to the
issuance by the Borrower of the New Senior Subordinated Notes, as in effect on
the Effective Date and as the same may be modified, supplemented or amended
from time to time pursuant to the terms hereof and thereof.

         "New Senior Subordinated Note Indenture" shall mean the Indenture,
dated as of March 1, 1997, among the Borrower, the Subsidiary Guarantors and
U.S. Trust Company of Texas, N.A., as trustee thereunder, as in effect on the
Effective Date and as the same may be modified, amended or supplemented from
time to time in accordance with the terms hereof and thereof.





                                      -88-




         "New Senior Subordinated Notes" shall mean the Borrower's 8-1/2%
Senior Subordinated Notes due 2007 as in effect on the Effective Date and as
the same may be modified, supplemented or amended from time to time pursuant to
the terms hereof and thereof.

"Non-Defaulting Bank" shall mean and include each Bank other than a Defaulting
Bank.

         "Note" shall mean each Revolving Note and the Swingline Note.

         "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

         "Notice of Conversion" shall have the meaning provided in Section
1.06.

         "Notice Office" shall mean the office of the Agent located at 130
Liberty Street, New York, New York 10006, Attention:  Robert Telesca, or such
other office as the Agent may hereafter designate in writing as such to the
other parties hereto.

         "Obligations" shall mean all amounts owing to the Agent, the
Collateral Agent or any Bank pursuant to the terms of this Agreement or any
other Credit Document.

         "Participant" shall have the meaning provided in Section 2.04(a).

         "Payment Office" shall mean the office of the Agent located at 130
Liberty Street, New York, New York 10006, or such other office as the Agent may
hereafter designate in writing as such to the other parties hereto.

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

         "Percentage" of any Bank at any time shall mean a fraction (expressed
as a percentage) the numerator of which is the Revolving Loan Commitment of
such Bank at such time and the denominator of which is the Total Revolving Loan
Commitment at such time, provided that if the Percentage of any Bank is to be
determined after the Total Revolving Loan Commitment has been terminated, then
the Percentages of the Banks shall be determined immediately prior (and without
giving effect) to such termination.

         "Permitted Acquisition" shall mean the acquisition by the Borrower or
any of its Wholly-Owned Subsidiaries of all or substantially all of the assets
of any Person (or all or substantially all of the assets of a product line or
division of any Person) not





                                      -89-




already a Subsidiary of the Borrower or 100% of the capital stock of any such
Person, provided, that any such acquisition shall only be a Permitted
Acquisition so long as (A) the consideration therefor consists solely of cash
and/or common stock of the Borrower (issued for at least fair market value as
determined as of the date of the definitive agreement of such Permitted
Acquisition) and (B) the assets acquired will be used solely in, or the
business of the Person whose stock is acquired consists solely of, any or all
of the same or reasonably related business lines to the extent permitted by
Section 9.14.  Notwithstanding anything to the contrary contained in the
immediately preceding sentence, an acquisition shall be a Permitted Acquisition
only if all requirements of Section 8.11 with respect to Permitted Acquisitions
are met with respect thereto.

         "Permitted Acquisition Notice" shall have the meaning provided in
Section 8.11.

         "Permitted Holders" shall mean management of the Borrower.

         "Permitted Liens" shall have the meaning provided in Section 9.01.

         "Person" shall mean any individual, partnership, limited liability
company, joint venture, firm, corporation, association, trust or other
enterprise or any government or political subdivision or any agency, department
or instrumentality thereof.

         "Plan" shall mean any multiemployer or single employer plan, as
defined in Section 4001 of ERISA, which is maintained or contributed to by (or
to which there is an obligation to contribute of), the Borrower or a Subsidiary
of the Borrower or an ERISA Affiliate, and each multiemployer or single
employer plan for the 5-year period immediately following the latest date on
which the Borrower, a Subsidiary of the Borrower or an ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such
multiemployer or single employer plan, other than a multiemployer or single
employer plan, as defined in Section 4001 of ERISA, that was contributed to or
for which there was an obligation to contribute to, as opposed to maintained,
by a Subsidiary of the Borrower or ERISA Affiliate prior to the time they
became a Subsidiary of the Borrower or ERISA Affiliate, and which such
Subsidiary of the Borrower or ERISA Affiliate no longer contributes to or has
an obligation to contribute to.

         "Pledge Agreement" shall have the meaning provided in Section 5.07.

         "Pledged Stock" shall have the meaning provided in the Pledge
Agreement.

         "Prime Lending Rate" shall mean the rate which BTCo announces from
time to time as its prime lending rate, the Prime Lending Rate to change when
and as such





                                      -90-




prime lending rate changes.  The Prime Lending Rate is a reference rate and
does not necessarily represent the lowest or best rate actually charged to any
customer.  BTCo may make commercial loans or other loans at rates of interest
at, above or below the Prime Lending Rate.

         "Projections" shall have the meaning provided in Section 5.15(b).

         "Quarterly Payment Date" shall mean the last Business Day of each
January, April, July and October occurring after the Effective Date.

         "RCRA" shall mean the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C. Section  6901 et seq.

         "Real Property" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

         "Recovery Event" shall mean the receipt by the Borrower or any of its
Subsidiaries of any cash insurance proceeds or condemnation award payable (i)
by reason of theft, loss, physical destruction or damage or any other similar
event with respect to any property or assets of the Borrower or any of its
Subsidiaries and (ii) under any policy of insurance required to be maintained
by the Borrower under Section 8.03.

         "Register" shall have the meaning provided in Section 13.17.

         "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

         "Regulation G" shall mean Regulation G of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

         "Regulation T" shall mean Regulation T of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

         "Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.





                                      -91-




         "Regulation X" shall mean Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

         "Release" shall mean any disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, emitting, escaping, emptying, seeping,
placing, pouring and the like, into or upon any land or water or air, or
otherwise entering into the environment.

         "Replaced Bank" shall have the meaning provided in Section 1.13.

         "Replacement Bank" shall have the meaning provided in Section 1.13.

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

         "Required Banks" shall mean Non-Defaulting Banks the sum of whose
Revolving Loan Commitments (or after the termination thereof, outstanding
Revolving Loans and Adjusted Percentage of Swingline Loans and Letter of Credit
Outstandings at such time) represent an amount greater than 50% of the Adjusted
Total Revolving Loan Commitment (or after the termination thereof, the sum of
the then total outstanding Revolving Loans of Non-Defaulting Banks and the
aggregate Adjusted Percentages of all Non-Defaulting Banks of the total
outstanding Swingline Loans and Letter of Credit Outstandings at such time).

         "Returns" shall have the meaning provided in Section 7.09.

         "Revolving Loan" shall have the meaning provided in Section 1.01(a).

         "Revolving Loan Commitment" shall mean, for each Bank, the amount set
forth opposite such Bank's name in Schedule I directly below the column
entitled "Revolving Loan Commitment," as same may be (x) reduced from time to
time pursuant to Sections 3.02, 3.03, and/or 10 or (y) adjusted from time to
time as a result of assignments to or from such Bank pursuant to Section 1.13
or 13.04(b).

         "Revolving Note" shall have the meaning provided in Section 1.05(a).

         "Revolving Outstandings" shall mean, at any time, the sum of (I) the
aggregate principal amount of Revolving Loans then outstanding plus (II) the
aggregate principal amount of Swingline Loans then outstanding.





                                      -92-





         "Rights" shall mean the preferred share purchase rights issued by the
Borrower which entitle the holders thereof to purchase shares of the Borrower's
Series A Junior Participating Preferred Stock.

         "Rights Agreement" shall mean the Rights Agreement, dated as of
February 17, 1997, between the Borrower and Harris Trust and Savings Bank, as
rights agent.

         "Rokar" shall mean Rokar International Limited, an Israeli
corporation.

         "SEC" shall have the meaning provided in Section 8.01(h).

         "Section 4.04(b)(iii) Certificate" shall have the meaning provided
in Section 4.04(b).

         "Secured Creditors" shall have the meaning provided in the Pledge
Agreement.

         "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

         "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

         "Series A Junior Participating Preferred Stock" shall mean the
Borrower's Series A Junior Participating Preferred Stock, par value $.01 per
share, as designated on the Effective Date.

         "Series A Warrants" shall mean the Series A warrants issued by the
Borrower which entitle the holders thereof to purchase shares of common stock
of the Borrower.

         "Significant Subsidiary" shall mean each Subsidiary of the Borrower
that is a "significant subsidiary" as defined in Rule 1-02(v) of Regulation S-X
under the Securities Act and the Securities Exchange Act (as such regulation is
in effect on the Effective Date).

         "Standby Letter of Credit" shall have the meaning provided in Section
2.01(a).

         "Start Date" shall have the meaning provided in the definition of
"Interest Reduction Discount".





                                      -93-




         "Stated Amount" of each Letter of Credit shall, at any time, mean the
maximum amount available to be drawn thereunder (in each case determined
without regard to whether any conditions to drawing could then be met).

         "Stock Options" shall mean options in respect of common stock of the
Borrower granted or to be granted to certain employees, officers or directors
of the Borrower or any of its Subsidiaries pursuant to the Company Stock Plans.

         "Subsidiary" shall mean, as to any Person, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of
such Person has more than a 50% equity interest at the time.

         "Subsidiary Guarantor" shall mean each Wholly-Owned Domestic
Subsidiary of the Borrower and, to the extent provided in Section 8.13, each
Wholly-Owned Foreign Subsidiary of the Borrower.

         "Subsidiaries Guaranty" shall have the meaning provided in Section
5.08, and shall include any other guaranty issued by a Wholly-Owned Foreign
Subsidiary pursuant to Section 8.13.

         "Swingline Expiry Date" shall mean the date which is five Business
Days prior to the Final Maturity Date.

         "Swingline Loan" shall have the meaning provided in Section 1.01(b).

         "Swingline Note" shall have the meaning provided in Section 1.05(a).

         "TAESI" shall mean Tracor Aerospace Electronic Systems, Inc., a
Pennsylvania corporation and formerly known as AEL Industries, Inc.

         "Tax Sharing Agreements" shall have the meaning provided in Section
5.05.

         "Taxes" shall have the meaning provided in Section 4.04(a).

         "Test Date" shall have the meaning provided in the definition of
"Interest Reduction Discount".





                                      -94-





         "Test Period" shall mean for any determination under this Agreement
the four consecutive fiscal quarters of the Borrower then last ended, taken as
one accounting period.

         "Total Available Revolving Loan Commitment" shall mean, at any time,
the Total Revolving Loan Commitment less the Blocked Commitment, if any, at
such time.

         "Total Revolving Loan Commitment" shall mean, at any time, the sum of
the Revolving Loan Commitments of each of the Banks.

         "Total Unutilized Revolving Loan Commitment" shall mean, at any time,
an amount equal to the remainder of (x) the then Total Revolving Loan
Commitment less (y) the sum of the aggregate principal amount of outstanding
Revolving Loans and Swingline Loans then outstanding plus the then aggregate
amount of the Letter of Credit Outstandings at such time.

         "Trade Letter of Credit" shall have the meaning provided in Section
2.01(a).

         "Transaction" shall mean the issuance of the New Senior Subordinated
Notes and the repayment of all obligations under, and the termination of all
commitments under, the Existing Credit Agreement.

         "Type" shall mean the type of Revolving Loan determined with regard to
the interest option applicable thereto, i.e., whether a Base Rate Loan or a
Eurodollar Loan.

         "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

         "Unfunded Current Liability" of any Plan means the amount, if any, by
which the actuarial present value of the accumulated benefits under the Plan as
of the close of its most recent plan year, determined in accordance with
Statement of Financial Accounting Standards No. 87, based upon the actuarial
assumptions used by the Plan's actuary in the most recent annual valuation of
the Plan, exceeds the fair market value of the assets allocable thereto,
determined in accordance with Section 412 of the Code.

         "United States" and "U.S." shall each mean the United States of
America.

         "Unpaid Drawing" shall have the meaning provided for in Section
2.05(a).

         "Unutilized Revolving Loan Commitment" with respect to any Bank, at
any time, shall mean such Bank's Revolving Loan Commitment at such time less
the sum





                                      -95-




of (i) the aggregate outstanding principal amount of Revolving Loans made by
such Bank and (ii) such Bank's Adjusted Percentage of the Letter of Credit
Outstandings at such time.

         "Wholly-Owned Domestic Subsidiary" shall mean each Domestic Subsidiary
of the Borrower that is also a Wholly- Owned Subsidiary of the Borrower.

         "Wholly-Owned Foreign Subsidiary" shall mean each Foreign Subsidiary
of the Borrower that is also a Wholly- Owned Subsidiary of the Borrower.

         "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Wholly-Owned
Subsidiaries of such Person has a 100% equity interest at such time.

         SECTION 12.  The Agent.

         12.01  Appointment.  The Banks hereby designate Bankers Trust Company
as Agent (for purposes of this Section 12, the term "Agent" shall also include
Bankers Trust Company in its capacity as Collateral Agent pursuant to the
Pledge Agreement).  Each Bank hereby irrevocably authorizes, and each holder of
any Note by the acceptance of such Note shall be deemed irrevocably to
authorize, the Agent to take such action on its behalf under the provisions of
this Agreement, the other Credit Documents and any other instruments and
agreements referred to herein or therein and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically delegated to
or required of the Agent by the terms hereof and thereof and such other powers
as are reasonably incidental thereto.  The Agent may perform any of its duties
hereunder by or through its respective officers, directors, agents or
employees.

         12.02  Nature of Duties.  The Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement and in the
other Credit Documents.  Neither the Agent nor any of its respective officers,
directors, agents or employees shall be liable for any action taken or omitted
by it or them hereunder or under any other Credit Document or in connection
herewith or therewith, unless caused by its or their gross negligence or
willful misconduct.  The duties of the Agent shall be mechanical and
administrative in nature; the Agent shall not have by reason of this Agreement
or any other Credit Document a fiduciary relationship in respect of any Bank or
the holder of any Note; and nothing in this Agreement or any other Credit
Document, expressed





                                      -96-




or implied, is intended to or shall be so construed as to impose upon the Agent
any obligations in respect of this Agreement or any other Credit Document
except as expressly set forth herein or therein.

         12.03  Lack of Reliance on the Agent.  Independently and without
reliance upon the Agent, each Bank and the holder of each Note, to the extent
it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of the
Borrower in connection with the making and the continuance of the Loans and the
taking or not taking of any action in connection herewith and (ii) its own
appraisal of the creditworthiness of the Borrower and, except as expressly
provided in this Agreement, the Agent shall not have any duty or
responsibility, either initially or on a continuing basis, to provide any Bank
or the holder of any Note with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or
at any time or times thereafter.  The Agent shall not be responsible to any
Bank or the holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other
writing delivered in connection herewith or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, collectability, priority or
sufficiency of this Agreement or any other Credit Document or the financial
condition of the Borrower or any of its Subsidiaries or be required to make any
inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement or any other Credit Document, or the
financial condition of the Borrower or any of its Subsidiaries or the existence
or possible existence of any Default or Event of Default.

         12.04  Certain Rights of the Agent.  If the Agent shall request
instructions from the Required Banks (or, to extent required by Section 13.12,
all of the Banks) with respect to any act or action (including failure to act)
in connection with this Agreement or any other Credit Document, the Agent shall
be entitled to refrain from such act or taking such action unless and until the
Agent shall have received instructions from the Required Banks (or all of the
Banks, as the case may be), and the Agent shall not incur liability to any
Person by reason of so refraining.  Without limiting the foregoing, no Bank or
the holder of any Note shall have any right of action whatsoever against the
Agent as a result of the Agent acting or refraining from acting hereunder or
under any other Credit Document in accordance with the instructions of the
Required Banks.

         12.05  Reliance.  The Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that the Agent believed to be the proper Person, and, with respect
to all legal matters pertaining to this Agreement





                                      -97-




and any other Credit Document and its duties hereunder and thereunder, upon
advice of counsel selected by the Agent.

         12.06  Indemnification.  To the extent the Agent is not reimbursed and
indemnified by the Borrower, each Bank will reimburse and indemnify the Agent,
in proportion to its "percentage" as used in determining the Required Banks
(determined as if there were no Defaulting Banks), for and against any and all
liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, costs, expenses or disbursements of whatsoever kind or nature which
may be imposed on, asserted against or incurred by the Agent in performing
their respective duties hereunder or under any other Credit Document, in any
way relating to or arising out of this Agreement or any other Credit Document;
provided that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's gross negligence or
willful misconduct.

         12.07  The Agent in Its Individual Capacity.  With respect to its
obligation to make Loans under this Agreement, the Agent shall have the rights
and powers specified herein for a "Bank" and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
term "Banks,"Required Banks,"holders of Notes" or any similar terms shall,
unless the context clearly otherwise indicates, include the Agent in its
individual capacity.  The Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with any
Credit Party or any Subsidiary or Affiliate of any Credit Party as if it were
not performing the duties specified herein, and may accept fees and other
consideration from the Borrower or any other Credit Party for services in
connection with this Agreement and otherwise without having to account for the
same to the Banks.

         12.08  Holders.  The Agent may deem and treat the payee of any Note as
the owner thereof for all purposes hereof unless and until a written notice of
the assignment, transfer or endorsement thereof, as the case may be, shall have
been filed with the Agent.  Any request, authority or consent of any Person
who, at the time of making such request or giving such authority or consent, is
the holder of any Note shall be conclusive and binding on any subsequent
holder, transferee, assignee or indorsee, as the case may be, of such Note or
of any Note or Notes issued in exchange therefor.

         12.09  Resignation by the Agent.  (a)  The Agent may resign from the
performance of all its functions and duties hereunder and/or under the other
Credit Documents at any time by giving 15 Business Days' prior written notice
to the Borrower and the Banks.  In the case of the resignation by the Agent,
such resignation shall take effect





                                      -98-




upon the appointment of a successor Agent pursuant to clauses (b) and (c) below
or as otherwise provided below.

         (b)  Upon any such notice of resignation by the Agent, the Required
Banks shall appoint a successor Agent hereunder or thereunder who shall be a
commercial bank or trust company reasonably acceptable to the Borrower (it
being understood and agreed that any Non-Defaulting Bank is deemed to be
acceptable to the Borrower).

         (c)  If a successor Agent shall not have been so appointed within such
15 Business Day period, the Agent, with the consent of the Borrower, shall then
appoint a successor Agent who shall serve as Agent hereunder or thereunder
until such time, if any, as the Required Banks appoint a successor Agent as
provided above.

         (d)  If no successor Agent has been appointed pursuant to clause (b)
or (c) above by the 20th Business Day after the date such notice of resignation
was given by the Agent, the Agent's resignation shall become effective and the
Banks shall thereafter perform all the duties of the Agent hereunder and/or
under any other Credit Document until such time, if any, as the Required Banks
appoint a successor Agent as provided above.

         SECTION 13.  Miscellaneous.

         13.01  Payment of Expenses, etc.  The Borrower shall:  (i) whether or
not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Agent (including, without limitation,
the reasonable fees and disbursements of White & Case) in connection with the
preparation, execution and delivery of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein and
any amendment, waiver or consent relating hereto or thereto, of the Agent in
connection with its syndication efforts with respect to this Agreement and of
the Agent and each of the Banks in connection with the enforcement of this
Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein (including, without limitation, the reasonable
fees and disbursements of counsel for the Agent and for each of the Banks
(including the allocated costs of internal counsel, although no Bank shall be
entitled to reimbursement for the fees and disbursements of both external
counsel and internal counsel)); (ii) pay and hold each of the Banks harmless
from and against any and all present and future stamp, excise and other similar
taxes with respect to the foregoing matters and save each of the Banks harmless
from and against any and all liabilities with respect to or resulting from any
delay or omission (other than to the extent attributable to such Bank) to pay
such taxes; and (iii) indemnify the Agent and each Bank, and each of their
respective officers, directors, employees, representatives and





                                      -99-




agents from and hold each of them harmless against any and all liabilities,
obligations (including removal or remedial actions), losses, damages,
penalties, claims, actions, judgments, suits, costs, expenses and disbursements
(including reasonable attorneys' and consultants' fees and disbursements)
incurred by, imposed on or assessed against any of them as a result of, or
arising out of, or in any way related to, or by reason of, (a) any
investigation, litigation or other proceeding (whether or not the Agent or any
Bank is a party thereto) related to the entering into and/or performance of
this Agreement or any other Credit Document or the use of any Letter of Credit
or the proceeds of any Loans hereunder or the consummation of any transactions
contemplated herein or in any other Credit Document or the exercise of any of
their rights or remedies provided herein or in the other Credit Documents, or
(b) the actual or alleged presence of Hazardous Materials in the air, surface
water or groundwater or on the surface or subsurface of any Real Property owned
or operated by the Borrower or any of its Subsidiaries, the generation,
storage, transportation, handling or disposal of Hazardous Materials at any
location, whether or not owned or operated by the Borrower or any of its
Subsidiaries, the non-compliance of any Real Property with foreign, federal,
state and local laws, regulations, and ordinances (including applicable permits
thereunder) applicable to any Real Property, or any Environmental Claim
asserted against the Borrower, any of its Subsidiaries or any Real Property
owned or operated by the Borrower or any of its Subsidiaries, including, in
each case, without limitation, the reasonable fees and disbursements of counsel
and other consultants incurred in connection with any such investigation,
litigation or other proceeding (but excluding any losses, liabilities, claims,
damages or expenses to the extent incurred by reason of the gross negligence or
willful misconduct of the Person to be indemnified).  To the extent that the
undertaking to indemnify, pay or hold harmless the Agent or any Bank set forth
in the preceding sentence may be unenforceable because it is violative of any
law or public policy, the Borrower shall make the maximum contribution to the
payment and satisfaction of each of the indemnified liabilities which is
permissible under applicable law.

         13.02  Right of Setoff.  In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence of an Event of Default, each Bank is hereby
authorized at any time or from time to time, without presentment, demand,
protest or other notice of any kind to the Borrower or to any other Person, any
such notice being hereby expressly waived, to set off and to appropriate and
apply any and all deposits (general or special) and any other Indebtedness at
any time held or owing by such Bank (including, without limitation, by branches
and agencies of such Bank wherever located) to or for the credit or the account
of the Borrower against and on account of the Obligations and liabilities of
the Borrower to such Bank under this Agreement or under any of the other Credit
Documents, including, without limitation, all interests in Obligations
purchased by such





                                     -100-




Bank pursuant to Section 13.06(b), and all other claims of any nature or
description arising out of or connected with this Agreement or any other Credit
Document, irrespective of whether or not such Bank shall have made any demand
hereunder and although said Obligations, liabilities or claims, or any of them,
shall be contingent or unmatured.

         13.03  Notices.  Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered:  if to the Borrower, at
the Borrower's address specified opposite its signature below; if to any Bank,
at its address specified opposite its name below; and if to the Agent, at its
Notice Office; or, as to the Borrower or the Agent, at such other address as
shall be designated by such party in a written notice to the other parties
hereto and, as to each Bank, at such other address as shall be designated by
such Bank in a written notice to the Borrower and the Agent.  All such notices
and communications relating to Defaults, Events of Default or interest rate
determinations, shall be telecopied or delivered by messenger or overnight
courier service and all such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be
effective when delivered to the telegraph company, cable company or overnight
courier, as the case may be, or sent by telex or telecopier and when mailed
shall be effective three Business Days following deposit in the mail with
proper postage, except that notices and communications to the Agent shall not
be effective until received by the Agent.

         13.04  Benefit of Agreement.  (a)  This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, the Borrower
may not assign or transfer any of its rights, obligations or interest hereunder
or under any other Credit Document without the prior written consent of all of
the Banks and, provided further, that, although any Bank may transfer, assign
or grant participations in its rights hereunder, such Bank shall remain a
"Bank" for all purposes hereunder (and may not transfer or assign all or any
portion of its Revolving Loan Commitment hereunder except as otherwise provided
in Section 13.04(b)) and the transferee, assignee or participant, as the case
may be, shall not constitute a "Bank" hereunder and, provided further, that no
Bank shall transfer or grant any participation under which the participant
shall have rights to approve any amendment to or waiver of this Agreement or
any other Credit Document except to the extent such amendment or waiver would
(i) extend the final scheduled maturity of any Loan, Note or Letter of Credit
(unless such Letter of Credit is not extended beyond the Final Maturity Date)
in which such participant is participating, or reduce the rate or extend the
time of payment of interest or Fees thereon (except in connection with a waiver
of applicability of any post- default increase in interest rates)





                                     -101-




or reduce the principal amount thereof, or increase the amount of the
participant's participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Total Revolving Loan Commitment shall not constitute a change
in the terms of such participation, that an increase in the Revolving Loan
Commitment or Loan shall be permitted without the consent of any participant if
the participant's participation is not increased as a result thereof, and that
any modification or amendment to scheduled reductions of the Total Revolving
Commitment shall be permitted without the consent of any participant), (ii)
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement or (iii) release all or substantially all of
the Collateral under the Pledge Agreement (except as expressly provided in the
Credit Documents) supporting the Loans hereunder in which such participant is
participating.  In the case of any such participation, the participant shall
not have any rights under this Agreement or any of the other Credit Documents
(the participant's rights against such Bank in respect of such participation to
be those set forth in the agreement executed by such Bank in favor of the
participant relating thereto) and all amounts payable by the Borrower hereunder
shall be determined as if such Bank had not sold such participation.

         (b)  Notwithstanding the foregoing, any Bank (or any Bank together
with one or more other Banks) may (x) assign all or a portion of its Revolving
Loan Commitment and related outstanding Obligations hereunder to its parent
company and/or any affiliate of such Bank which is at least 50% owned by such
Bank or its parent company or to one or more Banks or (y) assign all, or if
less than all, a portion equal to at least $5,000,000 in the aggregate for the
assigning Bank or assigning Banks, of such Revolving Loan Commitment and
related outstanding Obligations hereunder to one or more Eligible Transferees,
each of which assignees shall become a party to this Agreement as a Bank by
execution of an Assignment and Assumption Agreement, provided that, (i) at such
time Schedule I shall be deemed modified to reflect the Revolving Loan
Commitment of such new Bank and of the existing Banks, (ii) new Notes will be
issued at the Borrower's expense to such new Bank and to the assigning Bank
upon the request of such new Bank or assigning Bank, such new Notes to be in
conformity with the requirements of Section 1.05 to the extent needed to
reflect the revised Revolving Loan Commitments, (iii) the consent of the Agent
and each Issuing Bank shall be required in connection with any assignment
pursuant to clause (y) above (which consent shall not be unreasonably
withheld), and (iv) the Agent shall receive at the time of each such
assignment, from the assigning or the assignee Bank, the payment of a
non-refundable assignment fee of $3,500; provided further, that any such
assignment will not be effective until recorded by the Agent on the Register
pursuant to Section 13.17.  To the extent of any assignment pursuant to this
Section 13.04(b), the assigning Bank shall be relieved of its obligations
hereunder with respect to its assigned Revolving Loan Commitment.  At the time
of each assignment pursuant to this





                                     -102-




Section 13.04(b) to a Person which is not already a Bank hereunder and which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for Federal income tax purposes, the respective assignee Bank shall,
to the extent legally entitled to do so, provide to the Borrower in the case of
a Bank described in clause (ii) or (iv) of Section 4.04(b), the forms described
in such clause (ii) or (iv), as the case may be.  To the extent that an
assignment of all or any portion of a Bank's Revolving Loan Commitment and
related outstanding Obligations pursuant to Section 1.13 or this Section
13.04(b) would, at the time of such assignment, result in increased costs under
Section 1.10, 1.11, 2.06 or 4.04 from those being charged by the respective
assigning Bank prior to such assignment, then the Borrower shall not be
obligated to pay such increased costs (although the Borrower shall be obligated
to pay any other increased costs of the type described above resulting from
changes after the date of the respective assignment).

         (c)  Nothing in this Agreement shall prevent or prohibit any Bank from
pledging its Loans and Notes hereunder to a Federal Reserve Bank in support of
borrowings made by such Bank from such Federal Reserve Bank.

         13.05  No Waiver; Remedies Cumulative.  No failure or delay on the
part of the Agent or any Bank or any holder of any Note in exercising any
right, power or privilege hereunder or under any other Credit Document and no
course of dealing between the Borrower or any other Credit Party and the Agent
or any Bank or the holder of any Note shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder
or under any other Credit Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder or
thereunder.  The rights, powers and remedies herein or in any other Credit
Document expressly provided are cumulative and not exclusive of any rights,
powers or remedies which the Agent or any Bank or the holder of any Note would
otherwise have.  No notice to or demand on any Credit Party in any case shall
entitle any Credit Party to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the rights of the Agent or any
Bank or the holder of any Note to any other or further action in any
circumstances without notice or demand.

         13.06  Payments Pro Rata.  (a)  Except as otherwise provided in this
Agreement, the Agent agrees that promptly after its receipt of each payment
from or on behalf of the Borrower in respect of any Obligations hereunder, it
shall distribute such payment to the Banks (other than any Bank that has
consented in writing to waive its pro rata share of any such payment) pro rata
based upon their respective shares, if any, of the Obligations with respect to
which such payment was received.





                                     -103-




         (b)  Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings, Commitment Commission or Letter of Credit Fees,
of a sum which with respect to the related sum or sums received by other Banks
is in a greater proportion than the total of such Obligations then owed and due
to such Bank bears to the total of such Obligations then owed and due to all of
the Banks immediately prior to such receipt, then such Bank receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Banks an interest in the Obligations of the respective party to such
Banks in such amount as shall result in a proportional participation by all the
Banks in such amount; provided that if all or any portion of such excess amount
is thereafter recovered from such Bank, such purchase shall be rescinded and
the purchase price restored to the extent of such recovery, but without
interest.

         (c)  Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Banks as opposed to Defaulting Banks.

         13.07  Calculations; Computations.  (a)  The financial statements to
be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in
the notes thereto or as otherwise disclosed in writing by the Borrower to the
Banks); provided that, except as otherwise specifically provided herein, all
computations of the Interest Reduction Discount and all computations
determining compliance with Sections 9.08 through 9.10, inclusive, shall
utilize accounting principles and policies in conformity with those used to
prepare the historical financial statements delivered to the Banks pursuant to
Section 7.05(a).

         (b)  All computations of interest, Commitment Commission and Fees
hereunder shall be made on the basis of a year of 360 days for the actual
number of days (including the first day but excluding the last day) occurring
in the period for which such interest, Commitment Commission or Fees are
payable.

         13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF
JURY TRIAL.  (A)  THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE





                                     -104-




OF NEW YORK.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER ACCEPTS FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF
THE AFORESAID COURTS.  THE BORROWER HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND
EMPOWERS CT CORPORATION SYSTEM, WITH OFFICES ON THE DATE HEREOF AT 1633
BROADWAY, NEW YORK, NEW YORK 10019 AS ITS DESIGNEE, APPOINTEE AND AGENT TO
RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS
PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS
WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING.  IF FOR ANY REASON SUCH
DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH OR A
CREDIT PARTY DESIRES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT, THE
BORROWER AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK
CITY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE
AGENT UNDER THIS AGREEMENT.  THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION
OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS
SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT UNDER THIS AGREEMENT, ANY
BANK OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
BORROWER ANY OTHER JURISDICTION.

         (b)  THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (A) ABOVE AND
HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY





                                     -105-




SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

         (c)  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         13.09  Counterparts.  This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.  A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Agent.

         13.10  Effectiveness.  (a)  This Agreement shall become effective on
the date (the "Effective Date") on which (i) the Borrower and each of the Banks
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile device)
the same to the Agent at its Notice Office and (ii) the conditions contained in
Section 5 are met to the satisfaction of the Agent and the Required Banks.
Unless the Agent has received actual notice from any Bank that the conditions
contained in Section 5 have not been met to its satisfaction, upon the
satisfaction of the condition described in clause (i) of the immediately
preceding sentence and upon the Agent's good faith determination that the
conditions described in clause (ii) of the immediately preceding sentence have
been met, then the Effective Date shall have been deemed to have occurred,
regardless of any subsequent determination that one or more of the conditions
thereto had not been met (although the occurrence of the Effective Date shall
not release the Borrower from any liability for failure to satisfy one or more
of the applicable conditions contained in Section 5).  The Agent will give the
Borrower and each Bank prompt written notice of the occurrence of the Effective
Date.

         13.11  Headings Descriptive.  The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not
in any way affect the meaning or construction of any provision of this
Agreement.





                                     -106-




         13.12  Amendment or Waiver.  (a)  Neither this Agreement nor any other
Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination
is in writing signed by the respective Credit Parties party thereto and the
Required Banks (or the Agent or Collateral Agent on behalf of, and with the
prior written consent of, the Required Banks), provided that no such change,
waiver, discharge or termination shall, without the consent of each Bank (other
than a Defaulting Bank) (with Obligations being directly affected in the case
of following clause (i)), (i) extend the final scheduled maturity of any Loan
or Note or extend the stated maturity of any Letter of Credit beyond the Final
Maturity Date, or reduce the rate or extend the time of payment of interest or
Fees thereon, or reduce the principal amount thereof (it being understood that
any amendments or modification to the financial definitions in this Agreement
or to Section 13.07(a) shall not constitute a reduction in the rate of interest
for purposes of this clause (i)), (ii) release all or substantially all of the
Collateral under the Pledge Agreement (except as expressly provided in the
Pledge Agreement), (iii) release a Subsidiary Guarantor which is a Significant
Subsidiary from the Subsidiaries Guaranty (except as expressly provided in the
Subsidiaries Guaranty or in the other Credit Documents), (iv) amend, modify or
waive any provision of this Section 13.12, (v) reduce the percentage specified
in the definition of Required Banks (it being understood that, with the consent
of the Required Banks, additional extensions of credit pursuant to this
Agreement may be included in the determination of Required Banks on
substantially the same basis as the Revolving Loan Commitments are included on
the Effective Date) or (vi) consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement; provided
further, that no such change, waiver, discharge or termination shall increase
the Revolving Loan Commitment of any Bank over the amount thereof then in
effect without the consent of such Bank (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default
or of a mandatory reduction in the Total Revolving Loan Commitment shall not
constitute an increase of the Revolving Loan Commitment of any Bank, and that
an increase in the available portion of any Revolving Loan Commitment of any
Bank shall not constitute an increase in the Revolving Loan Commitment of such
Bank), (w) without the consent of each Issuing Bank, amend, modify or waive any
provision relating to its rights or obligations with respect to Letters of
Credit, (x) without the consent of BTCo, amend, modify or waive any provision
relating to its rights or obligations with respect to Swingline Loans, (y)
without the consent of the Agent, amend, modify or waive any provision of
Section 12 as same applies to the Agent or any other provision as same relates
to the rights or obligations of the Agent, (z) without the consent of the
Collateral Agent, amend, modify or waive any provision relating to the rights
or obligations of the Collateral Agent.  The Borrower shall, to the extent
requested by the Agent or the Required Banks, cause each Subsidiary Guarantor
to acknowledge and agree to any amendment, modification or waiver with respect
to





                                     -107-




this Agreement or any other Credit Document, although the failure to obtain any
such acknowledgement and agreement shall neither affect the effectiveness of
any such amendment, modification or waiver nor affect the obligations of any
such Subsidiary Guarantor under the Subsidiaries Guaranty.

         (b)  If, in connection with any proposed change, waiver, discharge or
termination to any of the provisions of this Agreement as contemplated by
clauses (i) through (vi), inclusive, of the first proviso to Section 13.12(a),
the consent of the Required Banks is obtained but the consent of one or more
other Banks whose consent is required is not obtained, then the Borrower shall
have the right to either (A) replace each such non-consenting Bank or Banks (so
long as all non-consenting Banks are so replaced) with one or more Replacement
Banks pursuant to Section 1.13 so long as at the time of such replacement, each
such Replacement Bank consents to the proposed change, waiver, discharge or
termination or (B) terminate such non-consenting Bank's Revolving Loan
Commitment, repay in full its outstanding Revolving Loans and cash
collateralize outstanding Letters of Credit in accordance with Sections 3.02(b)
and/or 4.01(b), provided that, unless the Revolving Loan Commitment terminated,
and Revolving Loans repaid, pursuant to preceding clause (B) are immediately
replaced in full at such time through the addition of new Banks or the increase
of the Revolving Loan Commitment and/or outstanding Revolving Loans of existing
Banks (which in each case must specifically consent with respect to such
increase in respect of itself), then in the case of any action pursuant to
preceding clause (B) the Required Banks (determined before giving effect to the
proposed action) shall specifically consent thereto, provided that the Borrower
shall not have the right to replace a Bank solely as a result of the exercise
of such Bank's rights (and the withholding of any required consent by such
Bank) pursuant to the second proviso to Section 13.12(a).

         13.13  Survival.  All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 2.06, 4.04, 12.06 and 13.01 shall survive
the execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Loans.

         13.14  Domicile of Loans.  Each Bank may transfer and carry its Loans
at, to or for the account of any office, Subsidiary or Affiliate of such Bank.
Notwithstanding anything to the contrary contained herein, to the extent that a
transfer of Loans pursuant to this Section 13.14 would, at the time of such
transfer, result in increased costs under Section 1.10, 1.11, 2.06 or 4.04 from
those being charged by the respective Bank prior to such transfer, then the
Borrower shall not be obligated to pay such increased costs (although the
Borrower shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
transfer).





                                     -108-




         13.15  Information.  The Borrower hereby acknowledges and agrees that
each Bank may share with any of its affiliates who agrees in writing to be
bound by the provisions of Section 13.16 any information related to the
Borrower and its Subsidiaries including, without limitation, any non-public
customer information regarding the creditworthiness of the Borrower.

         13.16  Confidentiality.  Subject to Sections 13.04(a) and 13.15, each
Bank shall use its best efforts to hold all non-public information obtained
pursuant to the requirements of this Agreement which has been identified as
such by the Borrower in accordance with its customary procedure for handling
confidential information of this nature and in accordance with safe and sound
investment practices.  Each Bank may in any event make disclosure reasonably
required by any bona fide transferee or participant or affiliate who agrees to
be bound by the provisions of this Section 13.16 in connection with the
contemplated transfer of any Loans or participation therein or as required or
requested by any court or other governmental agency or representative thereof
or pursuant to legal process, provided that, unless specifically prohibited by
applicable law or court order, each Bank shall notify the Borrower of any
request by any governmental agency or representative thereof (other than any
such request in connection with an examination of the financial condition of
such Bank by such governmental agency) for disclosure of any such non-public
information prior to disclosure of such information and provided further that,
in no event shall any Bank be obligated or required to return any materials
furnished by the Borrower or any Subsidiary.

         13.17  Register.  The Borrower hereby designates the Agent to serve as
the Borrower's agent, solely for purposes of this Section 13.17, to maintain a
register (the "Register") on which it will record the Revolving Loan Commitment
from time to time of each of the Banks, the Revolving Loans made by each of the
Banks and each repayment in respect of the principal amount of the Revolving
Loans of each Bank.  Failure to make any such recordation, or any error in such
recordation shall not affect the Borrower's obligations in respect of such
Loans.  With respect to any Bank, the transfer of the Revolving Loan Commitment
of such Bank and the rights to the principal of, and interest on, any Revolving
Loan made pursuant to such Revolving Loan Commitment shall not be effective
until such transfer is recorded on the Register maintained by the Agent with
respect to ownership of such Revolving Loan Commitment and Revolving Loans and
prior to such recordation all amounts owing to the transferor with respect to
such Revolving Loan Commitment and Revolving Loans shall remain owing to the
transferor.  The registration of assignment or transfer of all or part of any
Revolving Loan Commitment and Revolving Loans shall be recorded by the Agent on
the Register only upon the acceptance by the Agent of a properly executed and
delivered Assignment and Assumption Agreement pursuant to Section 13.04(b).
Coincident with the delivery of such an Assignment and Assumption Agreement to
the





                                     -109-




Agent for acceptance and registration of assignment or transfer of all or part
of a Revolving Loan, or as soon thereafter as practicable, the assigning or
transferor Bank shall surrender the Revolving Note evidencing such Revolving
Loan, and thereupon one or more new Notes in the same aggregate principal
amount shall be issued to the assigning or transferor Bank and/or the new Bank.
The Borrower agrees to indemnify the 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 Agent in performing its duties under this
Section 13.17 other than those resulting from the Agent's willful misconduct or
gross negligence.  The Agent will make the Register available for review by the
Borrower and the Banks at such times and intervals as the Borrower or any Bank
may reasonably request.


                              *        *        *





                                     -110-




                 IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.



Addresses:
6500 Tracor Lane                            TRACOR, INC.
Austin, TX  78725-2000
Tel:  (512) 929-2281/4680
Fax:  (512) 929-2257                        By /s/ Robert K. Floyd
                                              -----------------------------
Attention:  James B. Skaggs                   Title: Vice President




130 Liberty Street                          BANKERS TRUST COMPANY,
New York, New York  10006                     Individually and as Agent
Tel:  (212) 250-5175
Fax:  (212) 250-7218
                                            By /s/ Gene S. Thompson
                                              -----------------------------
Attention:  Patricia Hogan                    Title: Vice President


2200 Ross Avenue, Suite 4400W               CREDIT LYONNAIS NEW YORK BRANCH,
Dallas, Texas  75201                          Individually and as Co-Agent
Tel:  (214) 220-2300
Fax:  (214) 220-2323
                                            By /s/ Mark Koneval
                                              -----------------------------
Attention:  Brian Brown                       Title: Vice President


One First National Plaza                    THE FIRST NATIONAL BANK
10th Floor                                    OF CHICAGO,
Chicago, Illinois  60670-0167                 Individually and as Co-Agent
Tel:  (312) 732-7894
Fax:  (312) 732-5435
                                            By /s/ Kathy Comella
                                               -----------------------------
Attention:  Kathy Comella                      Title: Vice President






                                     -111-





100 Congress                                  WELLS FARGO BANK (TEXAS),
Suite 150                                       NATIONAL ASSOCIATION,
Austin, Texas  78701                            Individually and as Co-Agent
Tel:  (512) 469-3335
Fax:  (512) 469-3324
                                              By /s/ Keith Smith
                                                ------------------------------
Attention:  Keith Smith                         Title: Vice President


221 West Sixth Street, #200                   BANK ONE, TEXAS, N.A.
Austin, Texas  78780
Tel:  (512) 479-5730
Fax:  (512) 479-1565
                                              By /s/ Edward W. Lick
                                                ------------------------------
Attention:  Ed Lick                             Title: Vice President


333 Clay Street, Suite 4340                   BANQUE FRANCAISE DU COMMERCE
Houston, Texas  77002                           EXTERIEUR
Tel:  (713) 759-9401
Fax:  (713) 759-9908
                                              By /s/ Mark A. Harrington
                                                ------------------------------
Attention:  Mark Harrington                     Title: Vice President and
                                                        Regional Manager


1339 Chestnut Street                          CORESTATES BANK, N.A.
FC 1-8-3-14
P.O. Box 7618
Philadelphia, Pennsylvania  19101-7618
Tel:  (215) 973-1259
Fax:  (215) 973-6745
                                              By /s/ Joseph Finley
                                                ------------------------------
Attention:  Joseph Finley                       Title: Vice President






                                     -112-





Mail Code 101-745                         THE FIRST NATIONAL BANK OF
25 South Charles Street                     MARYLAND
Baltimore, Maryland  21201
Tel:  (410) 244-4598
Fax:  (410) 244-4239
                                          By /s/ Andrew W. Fish
                                            ------------------------------
Attention:  Susan McCardell                 Title: Vice President


1 Houston Center                          THE FUJI BANK, LIMITED - HOUSTON
Suite 4100                                   AGENCY
1221 McKinney Street
Houston, Texas  77010
Tel:  (713) 650-7855
Fax:  (713) 759-0048
                                          By /s/ David Kelley
                                            ------------------------------
Attention:  Jay Fort                        Title: Senior Vice President


301 Congress Avenue                       GUARANTY FEDERAL BANK, F.S.B.
Suite 1500
Austin, Texas  78701
Tel:  (512) 320-1205
Fax:  (512) 320-1041
                                          By /s/ Chris Harkrider
                                            ------------------------------
Attention:  Chris Harkrider                 Title:


901 Main Street                           NATIONSBANK OF TEXAS, N.A.
67th Floor
Dallas, Texas  75202
Tel:  (214) 508-0964
Fax:  (214) 508-0980
                                          By /s/ Jeff Susman
                                            ------------------------------
Attention:  Jeff Susman                     Title: Senior Vice President






                                     -113-





249 Fifth Avenue                           PNC BANK, NATIONAL ASSOCIATION
Pittsburgh, Pennsylvania  15222-2707
Tel:  (412) 762-2539
Fax:  (412) 762-6484
                                           By /s/ Rose M. Crump
                                             ---------------------------------
Attention:  Rose Crump                       Title: Vice President


1111 Bagby                                 SOCIETE GENERALE, SOUTHWEST AGENCY
Suite 2020
Houston, Texas  77002
Tel:  (713) 759-6315
Fax:  (713) 650-0824
                                           By /s/ Thierry Namuroy
                                             ---------------------------------
Attention:  Mark Cox                         Title: Vice President





                                     -114-

                                                                      SCHEDULE I






                           COMMITMENTS


  
 
         Bank                                          Revolving Loan Commitment
         ----                                          -------------------------
                                                             
Bankers Trust Company                                         $18,500,000
Credit Lyonnais New York Branch                               $17,000,000
The First National Bank of Chicago                            $17,000,000
Wells Fargo Bank (Texas), National Association                $17,000,000
Bank One, Texas, N.A.                                         $14,500,000
Banque Francaise Du Commerce Exterieur                        $14,500,000
CoreStates Bank, N.A.                                         $14,500,000
The First National Bank of Maryland                           $14,500,000
The Fuji Bank, Limited - Houston Agency                       $14,500,000
Guaranty Federal Bank, F.S.B.                                 $14,500,000
NationsBank of Texas, N.A.                                    $14,500,000
PNC Bank, National Association                                $14,500,000
Societe Generale, Southwest Agency                            $14,500,000

                                                              ____________
Total:                                                        $200,000,000
 





                                                                    SCHEDULE II


                           EXISTING LETTERS OF CREDIT





                                                                    SCHEDULE III


                                  SUBSIDIARIES





                                                                     SCHEDULE IV



                             ENVIRONMENTAL MATTERS





                                                                      SCHEDULE V



                             EXISTING INDEBTEDNESS





                                                                     SCHEDULE VI



                                   INSURANCE





                                                                    SCHEDULE VII



                                EXISTING LIENS


                         SCHEDULE OF PERMITTED FILINGS

<TABLE>
<CAPTION> 
 
                               ORIGINAL FILE
LOCATION  SECURED PARTY/IES       DATE       NUMBER  DESCRIPTION OF COLLATERAL  PERMITTED
--------  -----------------  -------------   ------  -------------------------  ---------
<S>      <C>                <C>             <C>     <C>                        <C>                                            
 





                                                                   SCHEDULE VIII




                                  TAX MATTERS






</TABLE>