<PAGE>

                                                                 Exhibit 10.7


===============================================================
                                                      

                               CREDIT AGREEMENT
                                       
                                     among
                                       
                       COMMSCOPE, INC. OF NORTH CAROLINA,
                                       
                                  CERTAIN BANKS,
                                       
                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent,
                                       
                                      and
                                       
                           THE CHASE MANHATTAN BANK,
                                       
            BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                                       
                                BANKBOSTON, N.A.,
                                       
                     BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                                       
                                   CIBC INC.,
                                       
                         CREDIT LYONNAIS ATLANTA AGENCY,
                                       
                            FIRST UNION NATIONAL BANK,
                                        
                     THE FUJI BANK, LIMITED, ATLANTA AGENCY,
                                       
                                NATIONSBANK, N.A.,
                                       
                        TORONTO DOMINION (NEW YORK), INC.
                                       
                                      and
                                       
                              WACHOVIA BANK, N.A.,
                                       
                                  as Co-Agents
                                       
                           Dated as of July 23, 1997


===============================================================

<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                       
                                                                             Page
                                                                             ----
<S>            <C>                                                           <C>

SECTION 1.     DEFINITIONS...................................................  2

     1.1       Defined Terms.................................................  2
     1.2       Other Definitional Provisions................................. 20

SECTION 2.     AMOUNT AND TERMS OF REVOLVING
               CREDIT COMMITMENTS............................................ 20

     2.1       Revolving Credit Commitments.................................. 20
     2.2       Proceeds of Revolving Credit Loans............................ 21
     2.3       Issuance of Letters of Credit................................. 21
     2.4       Participating Interests....................................... 22
     2.5       Procedure for Opening Letters of Credit....................... 22
     2.6       Payments in Respect of Letters of Credit...................... 22
     2.7       The Bid Loans................................................. 23
     2.8       Procedure for Bid Loan Borrowing.............................. 24
     2.9       Bid Loan Payments............................................. 27
     2.10      Swing Line Commitment......................................... 27
     2.11      Participations................................................ 29

SECTION 3.     GENERAL PROVISIONS APPLICABLE TO
               LOANS AND LETTERS OF CREDIT................................... 29

     3.1       Procedure for Borrowing....................................... 29
     3.2       Conversion Options............................................ 30
     3.3       Changes of Commitment Amounts................................. 30
     3.4       Optional Prepayments.......................................... 31
     3.5       Mandatory Prepayments......................................... 31
     3.6       Interest Rates and Payment Dates.............................. 32
     3.7       Computation of Interest and Fees.............................. 33
     3.8       Facility Fees................................................. 33
     3.9       Certain Fees.................................................. 33
     3.10      Letter of Credit Fees......................................... 33
     3.11      Letter of Credit Reserves..................................... 34
     3.12      Further Assurances............................................ 35
     3.13      Obligations Absolute.......................................... 35
     3.14      Assignments................................................... 36
     3.15      Participations................................................ 36
     3.16      Inability to Determine Interest Rate.......................... 36
     3.17      Pro Rata Treatment and Payments............................... 37
     3.18      Illegality.................................................... 40
     3.19      Requirements of Law........................................... 40
     3.20      Indemnity..................................................... 41
</TABLE>
                                       -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>            <C>                                                           <C>

     3.21      Repayment of Loans, Evidence of Debt.......................... 42
     3.22      Mitigation Obligations; Replacement of Banks.................. 43

SECTION 4.     REPRESENTATIONS AND WARRANTIES................................ 44

     4.1       Financial Condition........................................... 44
     4.2       No Material Change............................................ 45
     4.3       Corporate Existence; Compliance with Law...................... 46
     4.4       Corporate Power; Authorization................................ 46
     4.5       Enforceable Obligations....................................... 46
     4.6       No Legal Bar.................................................. 47
     4.7       No Material Litigation........................................ 47
     4.8       Investment Company Act........................................ 47
     4.9       Federal Regulation............................................ 47
     4.10      No Default.................................................... 47
     4.11      No Burdensome Restrictions.................................... 48
     4.12      Taxes......................................................... 48
     4.13      Subsidiaries.................................................. 48
     4.14      Ownership of Property; Liens.................................. 48
     4.15      ERISA......................................................... 48
     4.16      Accuracy of Disclosure........................................ 49
     4.17      Intellectual Property......................................... 49

SECTION 5.     CONDITIONS PRECEDENT.......................................... 49

     5.1       Conditions to Effectiveness of this Agreement................. 49
     5.2       Conditions to Initial Loans and Letters of Credit............. 52
     5.3       Conditions to All Loans and Letters of Credit................. 52

SECTION 6.     AFFIRMATIVE COVENANTS......................................... 53

     6.1       Financial Statements.......................................... 53
     6.2       Certificates; Other Information............................... 55
     6.3       Payment of Obligations........................................ 56
     6.4       Conduct of Business and Maintenance of Existence.............. 56
     6.5       Maintenance of Property; Insurance............................ 57
     6.6       Inspection of Property; Books and Records; Discussions........ 57
     6.7       Notices....................................................... 57
     6.8       Additional Subsidiary Guarantors.............................. 58

SECTION 7.     NEGATIVE COVENANTS............................................ 59

     7.1       Amendments of Spin-Off Documents.............................. 59
     7.2       Limitation on Liens........................................... 59
     7.3       Limitation on Guarantee Obligations........................... 60

</TABLE>
                                      -ii-


<PAGE>

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>            <C>                                                           <C>

     7.4       Prohibition of Fundamental Changes............................ 61
     7.5       Limitation on Sale of Assets.................................. 61
     7.6       Limitation on Investments, Loans and Advances................. 62
     7.7       Maintenance of Consolidated Net Worth......................... 62
     7.8       Maintenance of Interest Coverage.............................. 62
     7.9       Maintenance of Leverage Ratio................................. 62
     7.10      Limitation on Dividends and Stock Repurchases................. 62
     7.11      Transactions with Affiliates.................................. 63
     7.12      Foreign Exchange Contracts.................................... 63
     7.13      Commodity Hedges.............................................. 63
     7.14      Fiscal Year................................................... 63
     7.15      Limitation on Indebtedness.................................... 63

SECTION 8.     EVENTS OF DEFAULT............................................. 64

SECTION 9.     THE CO-AGENTS; THE ADMINISTRATIVE
               AGENT; ISSUING BANKS.......................................... 67

     9.1       Appointment................................................... 67
     9.2       Delegation of Duties.......................................... 68
     9.3       Exculpatory Provisions........................................ 68
     9.4       Reliance by Co-Agents and Administrative Agent................ 68
     9.5       Notice of Default............................................. 69
     9.6       Non-Reliance on Co-Agents, Administrative Agent and 
               Other Banks................................................... 69
     9.7       Indemnification............................................... 70
     9.8       Co-Agents and Administrative Agent in their Individual 
               Capacities.................................................... 70
     9.9       Successor Co-Agent or Administrative Agent.................... 70
     9.10      An Issuing Bank as Issuer of Letters of Credit................ 71

SECTION 10.    MISCELLANEOUS................................................. 71

     10.1      Amendments and Waivers........................................ 71
     10.2      Notices....................................................... 72
     10.3      No Waiver; Cumulative Remedies................................ 74
     10.4      Survival of Representations and Warranties.................... 75
     10.5      Payment of Expenses and Taxes................................. 75
     10.6      Successors and Assigns; Participations; Purchasing Banks...... 76
     10.7      Adjustments; Set-off.......................................... 80
     10.8      Judgment...................................................... 81
     10.9      Counterparts.................................................. 82
     10.10     Integration................................................... 82
     10.11     GOVERNING LAW; NO THIRD PARTY RIGHTS.......................... 82
     10.12     SUBMISSION TO JURISDICTION; WAIVERS........................... 83
     10.13     Acknowledgements.............................................. 83
     10.14     No Bankruptcy Proceedings..................................... 84 

</TABLE>
                                     -iii-


<PAGE>

SCHEDULES:

Schedule I     Lists of Addresses for Notices; Lending Offices; Commitment
                Amounts
Schedule II    RESERVED
Schedule III   Domestic Subsidiaries
Schedule IV    Foreign Subsidiaries
Schedule V     Consents
Schedule VI    Guarantee Obligations


EXHIBITS:

Exhibit A      Bid Loan Confirmation
Exhibit B      Bid Loan Offer
Exhibit C      Bid Loan Request
Exhibit D-1    Subsidiary Guarantee
Exhibit D-2    Holdings Guarantee
Exhibit E-1    Opinion of Fried, Frank, Harris, Shriver & Jacobson
Exhibit E-2    Opinion of Frank B. Wyatt II, Esq.
Exhibit F-1    Company Closing Certificate
Exhibit F-2    Holdings Closing Certificate
Exhibit G      L/C Participation Certificate
Exhibit H      Swing Line Loan Participation Certificate
Exhibit I      Assignment and Acceptance
Exhibit J      Exemption Certificate
Exhibit K      Designation Certificate




                                      -iv-

<PAGE>

    CREDIT AGREEMENT, dated as of July 23, 1997, among COMMSCOPE, INC. OF 
NORTH CAROLINA, a North Carolina corporation (the "Company"), the several 
lenders from time to time parties hereto (the "Banks"), THE CHASE MANHATTAN 
BANK, a New York banking corporation, as administrative agent for the Banks 
(in such capacity, the "Administrative Agent"), and THE CHASE MANHATTAN BANK 
("Chase"), Bank of America National Trust and Savings Association, 
BankBoston, N.A., Bank of Tokyo-Mitsubishi Trust Company, CIBC Inc., Credit 
Lyonnais Atlanta Agency, First Union National Bank, The Fuji Bank, Limited, 
Atlanta Agency, NationsBank, N.A., Toronto Dominion (New York), Inc. and 
Wachovia Bank, N.A., as co-agents for the Banks (in such capacity, 
collectively, the "Co-Agents"; each, individually, a "Co-Agent").

                                 W I T N E S S E T H:

         1.  Pursuant to the Distribution Agreement dated as of June 12, 1997 
(as amended, modified or supplemented from time to time in accordance with 
subsection 7.1, the "Distribution Agreement") among General Instrument 
Corporation, a Delaware corporation ("GI Holdings"), NextLevel Systems, Inc., 
a Delaware corporation ("NextLevel") which is an indirect wholly-owned 
Subsidiary (such term and the other capitalized terms used in these recitals 
having the meaning set forth in this Agreement unless the context otherwise 
requires) of GI Holdings, and CommScope, Inc., a Delaware corporation 
("CommScope") which is an indirect wholly-owned Subsidiary of GI Holdings and 
the sole shareholder of the Company, GI Holdings has agreed to separate and 
divide the existing businesses of GI Holdings so that (a) the business (the 
"Communications Business") of the manufacture and sale of broadband 
communications products used in the cable television, satellite and 
telecommunications industries shall be owned directly and indirectly by 
NextLevel, (b) the business (the "Cable Manufacturing Business") of the 
manufacture and sale of coaxial, fiber optic and other electronic cable used 
in the cable television, satellite and other industries shall be owned 
directly and indirectly by CommScope, and (c) the business (the "Power 
Semiconductor Business") of the manufacture and sale of discrete power 
rectifiers and transient voltage suppression components used in 
telecommunications, automotive and consumer electronic products shall be 
directly and indirectly owned by GI Holdings which will be merged with 
General Instrument Corporation of Delaware, Inc., a Delaware corporation ("GI 
Delaware"), with GI Holdings as the surviving corporation, and be renamed 
"General Semiconductor, Inc.", a Delaware corporation ("General 
Semiconductor"), immediately following the separation and division described 
above and prior to the distribution described in the succeeding paragraph.

         2.  Following the separation and division described in the preceding 
paragraph (a) GI Holdings shall distribute, as a dividend to the holders of 
the shares of its common stock, all of the capital stock of NextLevel, which, 
at the time of the distribution, will own all of the capital stock of 
CommScope, and promptly thereafter (b) NextLevel shall distribute, as a 
dividend to the holders of the shares of its common stock, all of the capital 
stock of CommScope (the transactions described in paragraph 1 above and this 
paragraph 2, as more particularly described in the S-4 Filing (as defined 
below), the "Spin-Off").

         3.  Pursuant to the Distribution Agreement and in connection with 
the Spin-Off, certain pre-existing indebtedness of GI Holdings, NextLevel and 
CommScope and their respective Subsidiaries will be paid in full and 
cancelled and certain other transactions will be

<PAGE>

consummated (the Spin-Off and the other transactions to be performed pursuant 
to and in connection with the Spin-Off, the "Spin-Off Transactions").

         4.  The Company has requested that the Banks, the Administrative 
Agent and the Co-Agents enter this Agreement in order to make available to 
the Company the $350,000,000 credit facilities described herein on the terms 
and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises and mutual 
covenants herein contained, the Company, the Banks, the Administrative Agent 
and the Co-Agents hereby agree as follows:

         SECTION 1.     DEFINITIONS

     1.1 Defined Terms.  As used in this Agreement, the terms defined in the 
preamble hereto shall have the meanings set forth therein, and the following 
terms have the following meanings:

         "ABR":  for any day, a rate per annum (rounded upwards, if 
    necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime 
    Rate in effect on such day, (b) the Base CD Rate in effect on such day 
    plus 1% and (c) the Federal Funds Effective Rate in effect on such day 
    plus 1/2 of 1%. For purposes hereof:  "Prime Rate" shall mean the rate of 
    interest per annum publicly announced from time to time by Chase as its 
    prime rate in effect at its principal office in New York City (the Prime 
    Rate not being intended to be the lowest rate of interest charged by 
    Chase in connection with extensions of credit to debtors); "Base CD Rate" 
    shall mean the sum of (a) the product of (i) the Three-Month Secondary CD 
    Rate and (ii) a fraction, the numerator of which is one and the 
    denominator of which is one minus the C/D Reserve Percentage and (b) the 
    C/D Assessment Rate; "Three-Month Secondary CD Rate" shall mean, for any 
    day, the secondary market rate for three-month certificates of deposit 
    reported as being in effect on such day (or, if such day shall not be a 
    Business Day, the next preceding Business Day) by the Board through the 
    public information telephone line of the Federal Reserve Bank of New York 
    (which rate will, under the current practices of the Board, be published 
    in Federal Reserve Statistical Release H.15(519) during the week 
    following such day), or, if such rate shall not be so reported on such 
    day or such next preceding Business Day, the average of the secondary 
    market quotations for three-month certificates of deposit of major money 
    center banks in New York City received at approximately 10:00 A.M., New 
    York City time, on such day (or, if such day shall not be a Business Day, 
    on the next preceding Business Day) by the Administrative Agent from 
    three New York City negotiable certificate of deposit dealers of 
    recognized standing selected by it; and "Federal Funds Effective Rate" 
    shall mean, for any day, the weighted average of the rates on overnight 
    federal funds transactions with members of the Federal Reserve System 
    arranged by federal funds brokers, as published on the next succeeding 
    Business Day by the Federal Reserve Bank of New York, or, if such rate is 
    not so published for any day which is a Business Day, the average of the 
    quotations for the day of such transactions received by the 
    Administrative Agent from three federal funds brokers of recognized 
    standing selected by it.  If for any reason the Administrative Agent 
    shall have determined (which determination shall be conclusive absent 
    manifest error) that it is unable to ascertain the Base CD Rate or the 
    Federal Funds Effective Rate, or both, for any reason, including the 
    inability or failure of the Administrative Agent to obtain

                                       2

<PAGE>

    sufficient quotations in accordance with the terms hereof, the ABR shall 
    be determined without regard to clause (b) or (c), or both, of the first 
    sentence of this definition, as appropriate, until the circumstances 
    giving rise to such inability no longer exist.  Any change in the ABR due 
    to a change in the Prime Rate, the Three-Month Secondary CD Rate or the 
    Federal Funds Effective Rate shall be effective as of the opening of 
    business on the effective day of such change in the Prime Rate, the 
    Three-Month Secondary CD Rate or the Federal Funds Effective Rate, 
    respectively.

         "ABR Loans":  Loans whose interest rate is based on the ABR.

         "Absolute Rate Bid Loan":  any Bid Loan bearing interest at an 
    absolute fixed rate. 

         "Absolute Rate Bid Loan Request":  any Bid Loan Request requesting 
    the Bid Loan Lenders to offer to make Bid Loans at an absolute fixed rate 
    for the term of the Bid Loan.

         "Administrative Agent":  as defined in the preamble hereto.

         "Affiliate":  of any Person (a) any Person (other than a Subsidiary) 
    which, directly or indirectly, is in control of, is controlled by, or is 
    under common control with such Person including NextLevel and its 
    Subsidiaries for any period during which Holdings is a Subsidiary of 
    NextLevel, or (b) any Person who is a director or officer (i) of such 
    Person, (ii) of any Subsidiary of such Person or (iii) of any Person 
    described in clause (a) above.  For purposes of this definition, control 
    of a Person shall mean the power, direct or indirect, either to (i) vote 
    10% or more of the securities having ordinary voting power for the 
    election of directors of such Person, or (ii) direct or cause the 
    direction of the management and policies of such Person whether by 
    contract or otherwise.

         "Aggregate Extensions of Credit":  at any particular time, the sum 
    of (a) the aggregate then outstanding principal amount of the Revolving 
    Credit Loans, (b) the aggregate then outstanding principal amount of the 
    Bid Loans, (c) the aggregate amount then available to be drawn under all 
    outstanding Letters of Credit, (d) the aggregate amount of Revolving L/C 
    Obligations and (e) the aggregate then outstanding principal amount of 
    the Swing Line Loans.

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

         "Agreement Currency":  as defined in subsection 10.8(b).

         "Applicable Index Rate":  in respect of any Bid Loan requested 
    pursuant to an Index Rate Bid Loan Request, the applicable Eurodollar 
    Rate.

         "Applicable Margin":  for each Eurodollar Loan, the Facility Fee and 
    the Standby L/C fees, the rate per annum determined from time to time 
    based upon the Leverage Ratio determined as of the last day of the most 
    recent fiscal quarter for which the Company has delivered financial 
    statements pursuant to subsections 6.1(a) and (b) and the related 
    certificate of the chief financial officer of the Company referred to in 
    subsection 6.2 as set

                                       3

<PAGE>

    forth under the relevant column heading below opposite such Leverage 
    Ratio:

                        (in basis points)

<TABLE>

                                      Eurodollar Loan                          Standby
        Leverage Ratio               Applicable Margin        Facility Fee     L/C Fee
        ---------------              -----------------        ------------     ---------
        <S>                            <C>                     <C>              <C>
        Less than 1.50 to 1.0             22.50                  10.00          22.50

        Less than 2.0 to 1.0 but          25.00                  15.00          25.00 
        greater than or equal to
        1.5 to 1.0                        

        Less than 2.5 to 1.0 but          41.25                  18.75          41.25
        greater than or equal to
        2.0 to 1.0                        

        Less than 2.75 to 1.0 but         50.00                  25.00          50.00
        greater than or equal to
        2.5 to 1.0                        

        Less than 3.0 to 1.0 but          60.00                  30.00          60.00
        greater than or equal to
        2.75 to 1.0                       

        Greater than or equal to          90.00                  35.00          90.00
        3.0 to 1.0                        

</TABLE>

            For the purpose of this Agreement, any change in the Eurodollar 
    Loan Applicable Margin, the Facility Fee and the Standby L/C fees shall 
    become effective on the day following the delivery to the Administrative 
    Agent by the Company of the financial statements referred to in 
    subsections 6.1(a) and (b) and the related certificate of the chief 
    financial officer of the Company referred to in subsection 6.2 indicating
    the Leverage Ratio as of the last day of such period.  If the Company 
    shall fail to deliver the financial statements referred to in subsections 
    6.1(a) and (b) and the related certificate of the chief financial officer 
    of the Company referred to in subsection 6.2 indicating the Leverage 
    Ratio as of such last day, then the Applicable Margin, Facility Fee and 
    Standby L/C fee shall automatically, and without further act of the 
    Administrative Agent, the Co-Agents or any Bank, equal the highest 
    Applicable Margin, Facility Fee and Standby L/C fee set forth above. 
    Notwithstanding the foregoing, for the period from the Closing Date 
    through January 25, 1998, the Applicable Margin shall be calculated as if 
    the Leverage Ratio was less than 2.5 to 1.0 but greater than or equal to 
    2.0 to 1.0.

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

         "Assignment and Acceptance":  an Assignment and Acceptance 
    substantially in the form of Exhibit I hereto.

         "Available Revolving Credit Commitments":  as to all the Banks, at a
    particular time, an amount equal to the excess, if any, of (a) the 
    Revolving Credit Commitments at such time less (b) the Aggregate 
    Extensions of Credit.

                                       4

<PAGE>

         "Banks":  as defined in the preamble hereto and including the 
    Designated Lenders, if any, from time to time; provided however, that the 
    term "Bank" shall exclude each Designated Lender when used in reference 
    to a Revolving Credit Loan (except to the extent a Designated Lender is 
    the obligee of a Revolving Credit Loan actually funded by it pursuant to 
    subsection 2.1(c) hereof), the Revolving Credit Commitments or terms 
    relating to the Revolving Credit Loans (except as noted above) and the 
    Revolving Credit Commitments.

         "Benefitted Bank":  as defined in subsection 10.7 hereof.

         "Bid Loan":  each Bid Loan made pursuant to subsection 2.7.

         "Bid Loan Commitment Period":  the period from and including the 
    Closing Date until the date which is 15 days prior to the Revolving 
    Credit Termination Date.

         "Bid Loan Confirmation":  each confirmation by the Company of its 
    acceptance of Bid Loan Offers, which Bid Loan Confirmation shall be 
    substantially in the form of Exhibit A and shall be delivered to the 
    Administrative Agent in writing, by telex or by facsimile transmission.

         "Bid Loan Interest Payment Date":  as to each Bid Loan, each 
    interest payment date specified by the Company for such Bid Loan in the 
    related Bid Loan Request.

         "Bid Loan Lenders":  Banks from time to time designated by the 
    Company as Bid Loan Lenders as provided in subsection 2.7.

         "Bid Loan Maturity Date":  as to any Bid Loan, the date specified by 
    the Company pursuant to subsection 2.8(d)(2) in its acceptance of the 
    related Bid Loan Offer.

         "Bid Loan Offer":  each offer by a Bid Loan Lender to make Bid Loans 
    pursuant to a Bid Loan Request, which Bid Loan Offer shall contain the 
    information specified in Exhibit B and shall be delivered to the 
    Administrative Agent by telephone, immediately confirmed by telex or 
    facsimile transmission.

         "Bid Loan Request":  each request by the Company for Bid Loan 
    Lenders to submit bids to make Bid Loans, which request shall contain the 
    information in respect of such requested Bid Loans specified in Exhibit C 
    and shall be delivered to the Administrative Agent in writing, by telex 
    or facsimile transmission, or by telephone, immediately confirmed by 
    telex or facsimile transmission.

         "Board":  the Board of Governors of the Federal Reserve System of 
    the United States.

         "Borrowing Date":  any Business Day specified in a notice pursuant 
    to (a) subsection 2.8, 2.10 or 3.1 as a date on which the Company 
    requests Bid Loan Lenders to make Bid Loans, a Swing Line Bank to make 
    Swing Line Loans or the Banks to make Revolving Credit Loans, 
    respectively, hereunder or (b) subsection 2.5 as a date on which the 
    Company requests an Issuing Bank to issue a Letter of Credit hereunder.



                                       5  
<PAGE>

         "Business Day":  a day other than a Saturday, Sunday or other day on 
    which commercial banks in New York City are authorized or required by law 
    to close, except that, when used in connection with a Eurodollar Loan, 
    "Business Day" shall mean any Business Day on which dealings in Dollars 
    between banks may be carried on in London, England and New York City.

         "Cable Manufacturing Business":  as defined in the recitals hereto.

         "C/D Assessment Rate":  for any day as applied to any ABR Loan, the 
    net annual assessment rate (rounded upward to the nearest 1/100th of 1%) 
    determined by the Administrative Agent to be payable on such day to the 
    Federal Deposit Insurance Corporation or any successor ("FDIC") for 
    FDIC's insuring time deposits made in Dollars at the offices of Chase in 
    the United States.

         "CD Reserve Percentage":  for any day as applied to any ABR Loan, 
    that percentage (expressed as a decimal) which is in effect on such day, 
    as prescribed by the Board (or any successor), for determining the 
    maximum reserve requirement for a Depositary Institution (as defined in 
    Regulation D of the Board) in respect of new non-personal time deposits 
    in Dollars having a maturity of 30 days or more.

         "Change in Law":  with respect to any Bank, the adoption of any law, 
    rule, regulation, policy, guideline or directive (whether or not having 
    the force of law) or any change therein or in the interpretation or 
    application thereof by any Governmental Authority, including, without 
    limitation, the issuance of any final rule, regulation or guideline by 
    any regulatory agency having jurisdiction over such Bank.

         "Chase":  as defined in the preamble hereto.

         "Class": as to any Loan, its nature as a Revolving Credit Loan, Bid 
    Loan or Swing Line Loan.

         "Closing Date":  as defined in subsection 5.2.

         "Co-Agents":  as defined in the preamble hereto.

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

         "Commercial L/C":  a commercial documentary Letter of Credit under 
    which the relevant Issuing Bank agrees to make payments in Dollars for 
    the account of the Company, on behalf of the Company or any Subsidiary 
    thereof, in respect of obligations of the Company or any Subsidiary 
    thereof in connection with the importation or exportation of goods in the 
    ordinary course of business.

         "Commitment Percentage" or "Revolving Credit Commitment Percentage": 
    as to any Bank at any time, the percentage which such Bank's Revolving 
    Credit Commitment constitutes of all Revolving Credit Commitments.  

         "Commitments":  the collective reference to the Revolving Credit 
    Commitments
               

                                       6  

<PAGE>

    and the Swing Line Commitment; individually, a "Commitment".

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

         "CommScope":  as defined in the recitals hereto.

         "Communications Business":  as defined in the recitals hereto.

         "Company":  as defined in the preamble hereto.

         "Consolidated EBITDA":  for any period, Consolidated Net Income ((i) 
    including earnings and losses from discontinued operations and (ii) 
    excluding extraordinary non-cash gains and losses) of Holdings and its 
    Subsidiaries for such period, plus to the extent reflected as a charge in 
    the statement of consolidated net income for such period, the sum of (a) 
    interest expense (net of interest income), amortization and write-offs of 
    debt discount and debt issuance costs and commissions, discounts and 
    other fees and charges associated with Letters of Credit, (b) taxes 
    measured by income, (c) depreciation and amortization expenses and (d) 
    non-cash compensation expenses arising from the sale of stock, the 
    granting of stock options, the granting of stock appreciation rights and 
    similar arrangements.

         "Consolidated Interest Expense":  for any period the amount of 
    interest expense both expensed and capitalized (excluding amortization 
    and write offs of debt discount and debt issuance costs), net of interest 
    income, of Holdings and its Subsidiaries, determined on a consolidated 
    basis in accordance with GAAP for such period. 

         "Consolidated Net Income":  for any period, the net income or net 
    loss of Holdings and its Subsidiaries for such period (excluding pre-tax 
    charges related to costs incurred in connection with the Spin-Off not 
    exceeding $10,000,000 in the aggregate for the period from July 1, 1997 
    to December 31, 1997), determined in accordance with GAAP on a 
    consolidated basis, as reflected in the financial statements furnished to 
    the Administrative Agent in accordance with subsections 6.1(a) and (b) 
    hereof.

         "Consolidated Net Worth":  as of any date of determination, all 
    items which in conformity with GAAP would be included under shareholders' 
    equity on a consolidated balance sheet of Holdings and its Subsidiaries 
    at such date, provided, that such amount shall be increased, on a 
    cumulative basis from July 1, 1997, for (i) amortization and write-offs 
    of debt discount and debt issuance costs, (ii) any amount reflected as a 
    charge in Holdings' consolidated income statements for non-cash 
    compensation arising from the sale of stock, the granting of stock 
    options, the granting of stock appreciation rights and similar 
    arrangements and (iii) pre-tax charges related to costs incurred in 
    connection with the Spin-Off not exceeding $10,000,000 in the aggregate 
    for the period from July 1, 1997 to December 31, 1997.

         "Consolidated Total Indebtedness":  as of any date of determination, 
    all Indebtedness of Holdings and its Subsidiaries which would be 
    reflected as debt on a


                                       7

<PAGE>

    consolidated balance sheet of Holdings prepared in accordance with GAAP.

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

         "Credit Documents":  the collective reference to this Agreement, any 
    Registered Form Notes, the Holdings Guarantee and any Subsidiary 
    Guarantee executed and delivered pursuant to the terms of subsection 6.8.

         "Credit Parties":  the collective reference to Holdings and each 
    Subsidiary which is a party, or which at any time becomes a party, to a 
    Credit Document.

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

         "Designated Lender":  means a special purpose corporation that is 
    identified as such on the signature pages hereto next to the caption 
    "Designated Lender" as well as each special purpose corporation that (i) 
    shall have become a party to this Agreement pursuant to subsection 
    10.6(i) hereto, and (ii) is not otherwise a Bank.

         "Designating Lender":  shall mean each Bank that is identified as 
    such on the signature pages hereto next to the caption "Designating 
    Lender" and immediately below the signature of its Designated Lender as 
    well as each Bank that shall designate a Designated Lender pursuant to 
    subsection 10.6(i) hereof.

         "Designation Agreement":  means a designation agreement in 
    substantially the form of Exhibit K attached hereto, entered into by a 
    Bank and a Designated Lender and accepted by the Company and the 
    Administrative Agent.

         "Distribution Agreement":  as defined in the recitals hereto.

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

         "Domestic Lending Office":  initially the office of each Bank 
    designated as such in Schedule I; thereafter, one or more other offices 
    of such Bank, as designated from time to time in a notice from such Bank 
    to the Administrative Agent.

         "Domestic Subsidiary":  any Subsidiary of the Company other than a 
    Foreign Subsidiary.

         "DSC Litigation":  the case entitled DSC Communications Corporation 
    and DSC Technologies Corporation v. Next Level Communications, Thomas R. 
    Eames and Peter W. Keeler, Case No. 4:95cv96 in the United States 
    District Court for the Eastern District of Texas, Sherman Division for 
    which the final judgment was entered on June 11, 1996.

         "Effective Date":  as defined in subsection 5.1.

         "Environmental Laws":  any and all Federal, state, local or 
    municipal laws, rules,


                                       8

<PAGE>

    orders, regulations, statutes, ordinances, codes, decrees or requirements 
    of any Governmental Authority regulating, relating to or imposing 
    liability or standards of conduct concerning environmental protection 
    matters, including without limitation, Hazardous Materials, as now or may 
    at any time hereafter be in effect.

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

         "Eurodollar Base Rate":  with respect to each day during each 
    Interest Period pertaining to a Eurodollar Loan, the rate per annum 
    determined by the Administrative Agent to be the arithmetic mean (rounded 
    to the nearest 1/100th of 1%) of the offered rates for deposits in 
    Dollars with a term comparable to such Interest Period that appears on 
    the Telerate British Bankers Assoc. Interest Settlement Rates Page (as 
    defined below) at approximately 11:00 A.M., London time, on the second 
    full Business Day preceding the first day of such Interest Period; 
    provided, however, that if there shall at any time no longer exist a 
    Telerate British Bankers Assoc. Interest Settlement Rates Page, 
    "Eurodollar Base Rate" shall mean, with respect to each day during each 
    Interest Period pertaining to a Eurodollar Loan, the rate per annum equal 
    to the rate at which Chase is offered deposits in Dollars at 
    approximately 11:00 A.M., London time, two Business Days prior to the 
    first day of such Interest Period in the interbank eurodollar market 
    where the eurodollar and foreign currency and exchange operations in 
    respect of Dollars are then being conducted for delivery on the first day 
    of such Interest Period for the number of days comprised therein and in 
    an amount comparable to the amount of its Eurodollar Loan to be 
    outstanding during such Interest Period.  "Telerate British Bankers 
    Assoc. Interest Settlement Rates Page" shall mean the display designated 
    as Page 3750 on the Telerate System Incorporated Service (or such other 
    page as may replace such page on such service for the purpose of 
    displaying the rates at which Dollar deposits are offered by leading 
    banks in the London interbank deposit market).

         "Eurodollar Lending Office":  initially, the office of each Bank 
    designated as such in Schedule I; thereafter, one or more other offices 
    of such Bank, if any, which shall be making or maintaining Eurodollar 
    Loans as designated as such from time to time in a notice from such Bank 
    to the Administrative Agent.

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

         "Eurodollar Rate":  with respect to each day during each Interest 
    Period pertaining to a Eurodollar Loan, a rate per annum determined for 
    such day in accordance with the following formula (rounded upward to the 
    nearest 1/100th of 1%):

                       Eurodollar Base Rate
             --------------------------------------
             1.00 - Eurodollar Reserve Requirements

         "Eurodollar Reserve Requirements":  for any day as applied to a 
    Eurodollar Loan, the aggregate (without duplication) of the rates 
    (expressed as a decimal) of reserve requirements in effect on such day 
    (including, without limitation, basic, supplemental, marginal and 
    emergency reserves under any regulations of the Board or other 
    Governmental Authority having jurisdiction with respect thereto), as now 
    and from time

                                       9

<PAGE>

    to time hereafter in effect, dealing with reserve requirements prescribed 
    for eurodollar funding (currently referred to as "Eurodollar Liabilities" 
    in Regulation D of the Board) maintained by a member bank of the Federal 
    Reserve System.

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

         "Excluded Litigation":  the DSC Litigation and any other litigation 
    specifically described and identified in the S-4 Filing, in each case 
    only to the extent that the responsibility for the DSC Litigation or such 
    other litigation, as the case may be, is borne by the party to whom the 
    Distribution Agreement has allocated responsibility therefor.

         "Existing GI Delaware Credit Agreement":  The Third Amended and 
    Restated Credit Agreement dated as of August 12, 1996, as amended, to 
    which GI Delaware is a party and for which Chase acts as administrative 
    agent.

         "Extensions of Credit":  the collective reference to the making of 
    any Loans and the issuance of any Letters of Credit.

         "FL Affiliate":  any of FL & Co., the partners of FL & Co. on the 
    Closing Date, any subordinated debt and equity partnership controlled by 
    FL & Co., any equity partnership controlled by FL & Co., any Affiliate of 
    FL & Co., any directors, executive officers or other employees or other 
    members of the management of Holdings, the Company or any Subsidiary 
    thereof (or any "associate" (as defined in Rule 405 under the Securities 
    Act of 1933, as amended) of any thereof or employee benefit plan 
    beneficially owned by any thereof), the Company or any Subsidiary thereof 
    on the Closing Date, or any combination of the foregoing.

         "FL & Co.":  Forstmann Little & Co., a New York partnership.

         "Facility Fee":  the facility fee payable by the Company pursuant to 
    subsection 3.8.

         "Foreign Subsidiary":  any Subsidiary of the Company or Holdings (a) 
    which is organized under the laws of any jurisdiction outside the United 
    States (within the meaning of Section 7701(a)(9) of the Code), or (b) 
    whose principal assets consist of capital stock or other equity interests 
    of one or more Persons which conduct the major portion of their business 
    outside the United States (within the meaning of Section 7701(a)(9) of 
    the Code).

         "GAAP":  generally accepted accounting principles in the United 
    States of America in effect from time to time.

         "General Semiconductor":  as defined in the recitals hereto.

         "GI Delaware":  as defined in the recitals hereto.

         "GI Holdings":  as defined in the recitals hereto.


                                       10

<PAGE>

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

         "Guarantee Obligation":  as to any Person, any obligation of such 
    Person guaranteeing or in effect guaranteeing 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 (a) to purchase any such primary obligation or 
    any property constituting direct or indirect security therefor, (b) to 
    advance or supply funds (i) for the purchase or payment of any such 
    primary obligation or (ii) to maintain working capital or equity capital 
    of the primary obligor or otherwise to maintain the net worth or solvency 
    of the primary obligor, (c) 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 (d) otherwise to assure or hold harmless the owner 
    of any such primary obligation against loss in respect thereof; provided, 
    however, that the term Guarantee Obligation shall not include 
    endorsements of instruments for deposit or collection in the ordinary 
    course of business.  The amount of any Guarantee Obligation shall be 
    deemed to be an amount equal to the stated or determinable amount (based 
    on the maximum reasonably anticipated net liability in respect thereof as 
    determined by the Company in good faith) of the primary obligation or 
    portion thereof in respect of which such Guarantee Obligation is made or, 
    if not stated or determinable, the maximum reasonably anticipated net 
    liability in respect thereof (assuming such Person is required to perform 
    thereunder) as determined by the Company in good faith; provided, 
    however, that the amount of any Guarantee Obligation associated with the 
    Company's vendor financing programs shall be deemed to be the amount 
    estimated by the Company to be its liability in connection therewith and 
    for which the Company has estimated reserves in accordance with GAAP.

         "Guarantees":  the collective reference to the Holdings Guarantee 
    and the Subsidiary Guarantee.

         "Hazardous Materials":  any substance (a) which is or becomes 
    defined as a "hazardous waste," "hazardous substance," pollutant or 
    contaminant under any federal, state or local statute, regulation, rule 
    or ordinance or amendments thereto including, without limitation, the 
    Comprehensive Environmental Response, Compensation and Liability Act (42 
    U.S.C. Section  9601 et seq.) and/or the Resource Conservation and 
    Recovery Act (42 U.S.C. Section 6901 et seq.); and (b) without 
    limitation, which is or contains petroleum products (including crude oil 
    or any fraction thereof), PCBs, asbestos, urea formaldehyde foam 
    insulation, radon gas or infectious or radioactive materials.

         "Holdings":  CommScope, Inc., a Delaware corporation.

         "Holdings Guarantee":  the Guarantee to be executed by Holdings in 
    favor of the Administrative Agent, for the ratable benefit of the Banks, 
    substantially in the form of Exhibit D-2 hereto, as the same may be 
    amended, supplemented or otherwise modified from time to time.

         "Indebtedness":  of any Person, at any particular date, (a) all 
    indebtedness of such


                                       11

<PAGE>


    Person for borrowed money or for the deferred purchase price of property 
    or services (other than current trade payables or liabilities and 
    deferred payment for services to employees or former employees incurred 
    in the ordinary course of business and payable in accordance with 
    customary practices), (b) the face amount of all letters of credit issued 
    for the account of such Person and, without duplication, all drafts drawn 
    thereunder, (c) all liabilities (other than Lease Obligations) secured by 
    any Lien on any property owned by such Person, to the extent attributable 
    to such Person's interest in such property, even though such Person has 
    not assumed or become liable for the payment thereof, (d) lease 
    obligations of such Person which, in accordance with GAAP, should be 
    capitalized and (e) all indebtedness of such Person arising under 
    acceptance facilities; but excluding (y) customer deposits and interest 
    payable thereon in the ordinary course of business and (z) trade and 
    other accounts and accrued expenses payable in the ordinary course of 
    business in accordance with customary trade terms and in the case of both 
    clauses (y) and (z) above, which are not overdue for a period of more 
    than 90 days or, if overdue for more than 90 days, as to which a dispute 
    exists and adequate reserves in conformity with GAAP have been 
    established on the books of such Person.

         "Indemnified Taxes":  as defined in subsection 3.22(a).

         "Indemnitee":  as defined in subsection 3.22.

         "Index Rate Bid Loan":  any Bid Loan bearing interest based on the 
    Applicable Index Rate.

         "Index Rate Bid Loan Request":  any Bid Loan Request requesting the 
    Bid Loan Lenders to offer to make Bid Loans at an interest rate equal to 
    the Applicable Index Rate plus (or minus) a margin.

         "Insolvency":  with respect to a Multiemployer Plan, the condition 
    that such Plan is insolvent within the meaning of such term as used in 
    Section 4245 of ERISA.

         "Interest Coverage Ratio":  as at the last day of any fiscal quarter 
    of Holdings, the ratio of (a) Consolidated EBITDA for the period of four 
    fiscal quarters ending on such day on a consolidated basis of Holdings 
    and its Subsidiaries, to (b) Consolidated Interest Expense for the period 
    of four fiscal quarters ending on such day on a consolidated basis of 
    Holdings and its Subsidiaries.

         "Interest Payment Date":  (a) as to ABR Loans, the last day of each 
    March, June, September and December, commencing on the first such day to 
    occur after any ABR Loans are made or any Eurodollar Loans are converted 
    to ABR Loans, (b) as to any Eurodollar Loan in respect of which the 
    Company has selected an Interest Period of one, two or three months, the 
    last day of such Interest Period, (c) as to any Eurodollar Loan in 
    respect of which the Company has selected an Interest Period of six 
    months, the day which is three months after the date on which such 
    Eurodollar Loan is made or an ABR Loan is converted to such a Eurodollar 
    Loan, and the last day of such Interest Period, (d) as to any other 
    Eurodollar Loan, each day on which principal of such Eurodollar Loan is 
    payable and (e) in the case of the Revolving Credit Loans, on the 
    Revolving Credit Termination Date.


                                       12 

<PAGE>

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

              (a)  initially, the period commencing on, as the case may be, 
         the Borrowing Date or conversion date with respect to such 
         Eurodollar Loan and ending one, two, three or six months thereafter 
         as selected by the Company in its notice of borrowing as provided in 
         subsection 2.10, 3.1 or its notice of conversion as provided in 
         subsection 3.2; and

              (b)  thereafter, each period commencing on the last day of the 
         next preceding Interest Period applicable to such Eurodollar Loan 
         and ending one, two, three or six months thereafter as selected by 
         the Company by irrevocable notice to the Administrative Agent not 
         less than three Business Days prior to the last day of the then 
         current Interest Period with respect to such Eurodollar Loan;

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

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

              (B)  any Interest Period that would otherwise extend beyond the 
         Revolving Credit Termination Date shall end on the Revolving Credit 
         Termination Date, or if the Revolving Credit Termination Date shall 
         not be a Business Day, on the next preceding Business Day;

              (C)  if the Company shall fail to give notice as provided above 
         in clause (b), it shall be deemed to have selected a conversion of a 
         Eurodollar Loan into an ABR Loan (which conversion shall occur 
         automatically and without need for compliance with the conditions 
         for conversion set forth in subsection 3.2);

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

              (E)  the Company shall select Interest Periods so as not to 
         require a prepayment (to the extent practicable) or a scheduled 
         payment of a Eurodollar Loan during an Interest Period for such 
         Eurodollar Loan.

         "Issuing Bank":  Chase and any other financial institution which is 
    a Co-Agent, as selected by the Company, with the approval of the 
    Administrative Agent and such Co-Agent, in accordance with subsection 2.5.

         "Judgment Currency":  as defined in subsection 10.8(b).

         "L/C Application":  a letter of credit application in the relevant 
    Issuing Bank's


                                       13

<PAGE>

    then customary form for the type of letter of credit requested.

         "L/C Participating Interest":  an undivided participating interest 
    in the face amount of each issued and outstanding Letter of Credit and 
    the L/C Application relating thereto.

         "L/C Participation Certificate":  a certificate in substantially the 
    form of Exhibit G hereto.

         "Lease Obligations":  of the Company and its Subsidiaries, as of the 
    date of any determination thereof, the rental commitments of the Company 
    and its Subsidiaries determined on a consolidated basis, if any, under 
    leases for real and/or personal property (net of rental commitments from 
    sub-leases thereof), excluding however, obligations under leases which 
    are classified as Indebtedness under clause (d) of the definition of 
    Indebtedness.

         "Letter of Credit":  a letter of credit issued by an Issuing Bank 
    pursuant to the terms of subsection 2.3.

         "Leverage Ratio":  as of the last day of any fiscal quarter, the 
    ratio of Consolidated Total Indebtedness on a consolidated basis for 
    Holdings and its Subsidiaries on such day to Consolidated EBITDA for the 
    period of four consecutive fiscal quarters of Holdings ending on such day.

         "Lien":  any mortgage, pledge, hypothecation, assignment, deposit 
    arrangement, encumbrance, lien (statutory or other), or preference, 
    priority or other security agreement or preferential arrangement of any 
    kind or nature whatsoever (including, without limitation, any conditional 
    sale or other title retention agreement, any financing lease having 
    substantially the same economic effect as any of the foregoing, and the 
    filing of any effective financing statement under the Uniform Commercial 
    Code or comparable law of any jurisdiction in respect of any of the 
    foregoing, except for the filing of financing statements in connection 
    with Lease Obligations incurred by the Company or its Subsidiaries to the 
    extent that such financing statements relate to the property subject to 
    such Lease Obligations).

         "Liquidity Bank":  means for any Designated Lender, at any date of 
    determination, the collective reference to the financial institutions 
    which at such date are providing liquidity or credit support facilities 
    to or for the account of such Designated Lender to fund such Designated 
    Lender's obligations hereunder or to support the securities, if any, 
    issued by such Designated Lender to fund such obligations.

         "Loans":  the collective reference to the Revolving Credit Loans, 
    the Swing Line Loans and the Bid Loans; individually, a "Loan".

         "Material Subsidiaries":  any Subsidiary of the Company or Holdings 
    which at any time has a total asset book value (including the total asset 
    book values of any Subsidiaries), or for which Holdings, the Company or 
    any of its Subsidiaries shall have paid consideration (including the 
    assumption of Indebtedness) in connection with the acquisition of the 
    stock or the assets of such Subsidiary, in excess of $50,000,000, other 

                                       14

<PAGE>

    than Foreign Subsidiaries or other Subsidiaries if more than 75% of the 
    assets of such Subsidiaries are securities of foreign companies (such 
    determination to be made on the basis of fair market value).  A 
    Subsidiary which is a Material Subsidiary shall continue to be a Material 
    Subsidiary notwithstanding that its total asset book value may fall to 
    less than $50,000,000.

         "Money Market Rate":  for any day, with respect to any Money Market 
    Rate Loan, the rate per annum quoted by a Swing Line Bank to the Company 
    in accordance with subsection 2.10(a) as the rate at which such Swing 
    Line Bank is willing to make such Loan.

         "Money Market Rate Loans":  Swing Line Loans the rate of interest 
    applicable to which is based upon the Money Market Rate. 

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

         "NextLevel":  as defined in the recitals hereto.

         "Non-U.S. Bank":  as defined in subsection 3.17(e).

         "Obligations":  the unpaid principal of and interest on the Loans 
    and all other obligations and liabilities of the Company to the 
    Administrative Agent, the Co-Agents or the Banks, whether direct or 
    indirect, absolute or contingent, due or to become due, now existing or 
    hereafter incurred, which may arise under, out of, or in connection with, 
    this Agreement, the other Credit Documents, any Letter of Credit or L/C 
    Application, any agreements between the Company and any Bank or any 
    Affiliate of a Bank relating to interest rate, currency or similar swap 
    and hedging arrangements or any other document made, delivered or given 
    in connection therewith, whether on account of principal, interest, 
    reimbursement obligations, fees, indemnities, costs, expenses (including, 
    without limitation, all fees and disbursements of counsel to the 
    Administrative Agent, the Co-Agents or any Bank) or otherwise.

         "Other Taxes":  as defined in subsection 3.22(b).

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

         "Participating Bank":  any Bank (other than the Issuing Bank with 
    respect to such Letter of Credit) with respect to its L/C Participating 
    Interest in each Letter of Credit.

         "PBGC":  the Pension Benefit Guaranty Corporation established 
    pursuant to Subtitle A of Title IV of ERISA.

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

         "Plan":  any pension plan which is covered by Title IV of ERISA and 
    in respect of which the Company or a Commonly Controlled Entity is an 
    "employer" as defined in

                                       15

<PAGE>

    Section 3(5) of ERISA.

         "Power Semiconductor Business":  as defined in the recitals hereto.

         "Properties":  each parcel of real property currently or previously 
    owned or operated by the Company or any Subsidiary.

         "Refunded Swing Line Loans":  as defined in subsection 2.10(b).

         "Refunding Date":  as defined in subsection 2.10(c).

         "Register":  as defined in subsection 10.6.

         "Registered Form Note":  as defined in subsection 3.21(e).

         "Regulation G":  Regulation G of the Board, as from time to time in 
    effect.

         "Regulation U":  Regulation U of the Board, as from time to time in 
    effect.

         "Related Document":  any agreement, certificate, document or 
    instrument relating to a Letter of Credit.

         "Release Banks":  at a particular time Banks that hold Revolving 
    Credit Commitments in an aggregate principal amount equal to at least 75% 
    of the aggregate Revolving Credit Commitments.

         "Reorganization":  with respect to a Multiemployer Plan, the 
    condition that such Plan is in reorganization as such term is used in 
    Section 4241 of ERISA.

         "Reportable Event":  any of the events set forth in Section 4043(c) 
    of ERISA or the regulations thereunder.

         "Required Banks":  at a particular time Banks that hold Revolving 
    Credit Commitments in an aggregate principal amount equal to at least 51% 
    of the aggregate Revolving Credit Commitments, provided, however, that 
    for the purposes of clause (y)(ii) of Section 8, Required Banks shall 
    mean Banks that hold at least 51% of (a) the aggregate then outstanding 
    principal amount of the Revolving Credit Loans, (b) the aggregate 
    outstanding principal amount of Bid Loans, as of the most recent date of 
    calculation of such amount pursuant to subsection 3.5(b), (c) the L/C 
    Participating Interests in the aggregate amount then available to be 
    drawn under all outstanding Letters of Credit and (d) the aggregate then 
    outstanding principal amount of Revolving L/C Obligations.

         "Requirement of Law":  as to any Person, the Certificate of 
    Incorporation and By-Laws or other organizational or governing documents 
    of such Person, and any law, treaty, rule or regulation (including, 
    without limitation, Environmental Laws) or determination of an arbitrator 
    or a court or other Governmental Authority, in each case applicable to or 
    binding upon such Person or any of its property or to which such Person 
    or any of its property is subject. 

                                       16
<PAGE>

         "Responsible Officer":  the chief executive officer or the chief
    operating officer of the Company or, with respect to financial matters, the
    chief financial officer or controller of the Company.

         "Restricted Payment":  as defined in subsection 7.10.

         "Revolving Credit Commitment":  as to any Bank, its obligations to
    make Revolving Credit Loans to the Company pursuant to subsection 2.1, and
    to purchase its L/C Participating Interest in any Letter of Credit, in an
    aggregate amount on the Closing Date not to exceed at any time the amount
    set forth opposite such Bank's name in Schedule I under the heading
    "Revolving Credit" and in an aggregate amount not to exceed at any time the
    amount equal to such Bank's Revolving Credit Commitment Percentage of the
    aggregate Revolving Credit Commitments, as the aggregate Revolving Credit
    Commitments may be reduced from time to time pursuant to this Agreement;
    collectively, as to all the Banks, the "Revolving Credit Commitments".

         "Revolving Credit Commitment Period":  the period from and including
    the Closing Date to but not including the Revolving Credit Termination
    Date.

         "Revolving Credit Loan" and "Revolving Credit Loans":  as defined in
    subsection 2.1(a).

         "Revolving Credit Termination Date":  the earlier of (i) December 31,
    2002 and (ii) any other date on which the Revolving Credit Commitments
    shall terminate hereunder.

         "Revolving L/C Obligations":  the obligations of the Company to
    reimburse the relevant Issuing Bank for any payments made by the relevant
    Issuing Bank under any Letter of Credit that have not been reimbursed by
    the Company pursuant to subsection 2.6.

         "S-4 Filing":  Amendment No. 4 to the Joint Registration Statement on
    Form S-4 filed by CommScope and NextLevel Systems, Inc. with the Securities
    and Exchange Commission on June 13, 1997 with respect to the Spin-Off.

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

         "Spin-Off":  as defined in the recitals hereto.

         "Spin-Off Documents":  the collective reference to (i) the
    Distribution Agreement, and (ii) the Ancillary Agreements (as defined in
    the Distribution Agreement as in effect on the date hereof), as the same
    may be amended, modified or supplemented from time to time.

         "Spin-Off Transactions":  as defined in the recitals hereto.

         "Standby L/C":  an irrevocable Letter of Credit under which the
    relevant Issuing Bank agrees to make payments in Dollars for the account of
    the Company, on behalf of

                                       17

<PAGE>

    the Company or any Subsidiary thereof, in respect of obligations of the
    Company or a Subsidiary thereof, including, without limitation, obligations
    to government entities and incurred pursuant to contracts made or
    performance undertaken, or to be undertaken, or like matters relating to 
    contracts to which the Company or a Subsidiary thereof is or proposes to
    become a party in the ordinary course of the Company's or such Subsidiary's
    business, including, without limitation, for insurance purposes or in
    respect of advance payments or as bid or performance bonds.

         "Subsidiary":  as to any Person, any corporation, partnership or other
    entity of which shares of stock of each class or other equity interests
    having ordinary voting power (other than stock having such power only by
    reason of the happening of a contingency) to elect a majority of the board
    of directors or other managers of such corporation, partnership or other
    entity are at the time owned by such Person or by one or more Subsidiaries
    of such Person or by such Person and one or more Subsidiaries of such
    Person.  A Subsidiary shall be deemed wholly-owned by a Person who owns all
    of the voting shares of such Subsidiary except for directors' qualifying or
    similar shares.

         "Subsidiary Guarantee":  the Subsidiary Guarantee to be executed by
    each Subsidiary Guarantor in favor of the Administrative Agent, for the
    ratable benefit of the Banks, substantially in the form of Exhibit D-1
    hereto, as the same may be amended, supplemented or otherwise modified from
    time to time.

         "Subsidiary Guarantor":  any Subsidiary which enters into a Subsidiary
    Guarantee pursuant to subsection 6.8.

         "Swing Line Bank":  Chase and each Bank then acting as a Co-Agent
    hereunder selected by the Company which has agreed to make Swing Line Loans
    to the Company.

         "Swing Line Commitment":  each Swing Line Bank's obligation to make
    Swing Line Loans pursuant to subsection 2.10.

         "Swing Line Loan" and "Swing Line Loans":  as defined in subsection
    2.10(a).

         "Swing Line Loan Participation Certificate":  a certificate in
    substantially the form of Exhibit H hereto.

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

         "Type":  as to any Loan, its nature as an ABR Loan, a Eurodollar Loan
    or a Money Market Rate Loan.

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

         1.2 Other Definitional Provisions. (a)  Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in any other Credit

                                       18

<PAGE>

Document or any certificate or other document made or delivered pursuant 
hereto.

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

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

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

         (e) Reference herein to the business, financial condition, properties,
results of operations, value or prospects of Holdings and its Subsidiaries taken
as a whole shall refer to Holdings and its Subsidiaries taken as a whole from
time to time after giving effect to the Spin-Off and all transactions
contemplated thereby, including the financing thereof. 


         SECTION 2.  AMOUNT AND TERMS OF REVOLVING
                     CREDIT COMMITMENTS

         2.1 Revolving Credit Commitments. (a)  Subject to the terms and
conditions hereof, each Bank agrees to extend credit to the Company from time to
time on any Borrowing Date during the Revolving Credit Commitment Period (i)by
purchasing an L/C Participating Interest in each Letter of Credit issued by an
Issuing Bank and (ii) by making loans in Dollars (individually, a "Revolving
Credit Loan", and collectively the "Revolving Credit Loans") to the Company from
time to time.  Notwithstanding the foregoing, in no event shall any Revolving
Credit Loan or Swing Line Loan be made, or any Letter of Credit be issued, if,
after giving effect to such making or issuance and the use of proceeds thereof
as irrevocably directed by the Company, the Aggregate Extensions of Credit would
exceed the aggregate Revolving Credit Commitments. During the Revolving Credit
Commitment Period, the Company may use the Revolving Credit Commitments by
borrowing, prepaying the Revolving Credit Loans or Swing Line Loans in whole or
in part, and reborrowing, all in accordance with the terms and conditions
hereof, and/or by having the Issuing Banks issue Letters of Credit, having such
Letters of Credit expire undrawn upon or if drawn upon, reimbursing the relevant
Issuing Bank for such drawing, and having the Issuing Banks issue new Letters of
Credit.  

         (b) Each borrowing of Revolving Credit Loans pursuant to the Revolving
Credit Commitments shall be in an aggregate principal amount of the lesser of
(i) $3,000,000, or a whole multiple of $1,000,000 in excess thereof, and (ii)
the Available Revolving Credit Commitments, except that any borrowing of a
Revolving Credit Loan to be used solely to pay a like amount of Swing Line Loans
may be in the aggregate principal amount of such Swing Line Loans.  

         (c) Revolving Credit Loans by Designated Lenders.  For any Bank which
is a 

                                       19

<PAGE>

Designating Lender, any Revolving Credit Loan to be made by such Bank may
from time to time be made by its Designated Lender in such Designated Lender's
sole discretion, and nothing herein shall constitute a commitment to make
Revolving Credit Loans by such Designated Lender; provided that if any
Designated Lender elects not to, or fails to, make such Revolving Credit Loan,
its Designating Lender hereby agrees that it shall make such Revolving Credit
Loan pursuant to the terms hereof.  Any Revolving Credit Loan actually funded by
a Designated Lender shall constitute a utilization of the Revolving Credit
Commitment of the Designating Lender for all purposes hereunder.

         2.2 Proceeds of Revolving Credit Loans.  The Company shall use the
proceeds of Revolving Credit Loans solely for the purposes of (a) financing the
payment of fees and expenses incurred in connection with this Agreement and the
Spin-Off, (b) making payments to the Issuing Banks to reimburse the Issuing
Banks for drawings made under the Letters of Credit, (c) repaying Swing Line
Loans, Bid Loans and Revolving Credit Loans after the Closing Date,
(d) financing general working capital needs of the Company or any of its
Subsidiaries, (e) paying a dividend to GI Delaware on the Closing Date and (f)
other general corporate purposes of the Company or any of its Subsidiaries,
including, without limitation, supporting payment of commercial paper issued by
the Company or Holdings in the United States commercial paper market, financing
acquisitions, payment of dividends and repurchases of debt and equity securities
issued by Holdings and the Company, all in accordance with the terms and
conditions hereof.

         2.3 Issuance of Letters of Credit. (a)  The Company may from time to
time request an Issuing Bank to issue a Letter of Credit, which may be either a
Standby L/C or a Commercial L/C, by delivering to the Administrative Agent at
its address specified in subsection 10.2 and such Issuing Bank an L/C
Application completed to the satisfaction of such Issuing Bank, together with
the proposed form of such Letter of Credit (which shall comply with the
applicable requirements of paragraph (b) below) and such other certificates,
documents and other papers and information as such Issuing Bank may reasonably
request; provided that if such Issuing Bank informs the Company that it is for
any reason unable to open such Letter of Credit, the Company may request another
Issuing Bank or, if all Issuing Banks are unable to do so, any Bank to open such
Letter of Credit upon the same terms offered to the initial proposed Issuing
Bank and each reference to an Issuing Bank for purposes of the Credit Documents
shall be deemed to be a reference to such Bank and provided further that no
Issuing Bank shall issue any Letter of Credit if, after giving effect to such
issuance, the sum of (i) the aggregate amount then available to be drawn under
all outstanding Letters of Credit and (ii) the aggregate amount of Revolving L/C
Obligations would exceed $50,000,000.

         (b) Each Letter of Credit issued hereunder shall, among other things,
(i) be denominated in Dollars, (ii) be in such form requested by the Company as
shall be acceptable to the relevant Issuing Bank in its sole discretion and
(iii) have an expiry date occurring not later than the earlier of (x) 365 days
after the date of issuance of such Letter of Credit and (y) the date five
Business Days prior to the Revolving Credit Termination Date; provided that
unless the Issuing Bank notifies the Company not less than 30 days prior to the
expiry of such Letter of Credit that the Issuing Bank is not willing to extend
it, any Letter of Credit which has an expiry date of 365 days after its date of
issuance may by its terms be automatically extended for periods of one year from
the current or any future expiration date thereof (but not to any date which is
later than five Business Days prior to the Revolving Credit Termination Date). 
Each L/C Application and each Letter of Credit shall be subject to the Uniform
Customs and, to the extent

                                       20

<PAGE>

not inconsistent therewith, the laws of the State of New York.

         2.4 Participating Interests.  Effective in the case of each Letter of
Credit opened by an Issuing Bank as of the date of the opening thereof, such
Issuing Bank agrees to allot and does allot, to itself and each other Bank, and
each Bank severally and irrevocably agrees to take and does take in such Letter
of Credit and the related L/C Application, an L/C Participating Interest in a
percentage equal to such Bank's Revolving Credit Commitment Percentage.

         2.5 Procedure for Opening Letters of Credit.  Upon receipt of any L/C
Application from the Company in respect of a Letter of Credit, the
Administrative Agent will promptly notify each Bank thereof.  The relevant
Issuing Bank will process such L/C Application, and the other certificates,
documents and other papers delivered to such Issuing Bank in connection
therewith, upon receipt thereof in accordance with its customary procedures and,
subject to the terms and conditions hereof, shall promptly open such Letter of
Credit by issuing the original of such Letter of Credit to the beneficiary
thereof and by furnishing a copy thereof to the Company and each of the other
Banks, provided that no such Letter of Credit shall be issued if subsection 2.1
would be violated thereby.

         2.6 Payments in Respect of Letters of Credit.  (a) The Company agrees
forthwith upon demand by the relevant Issuing Bank and otherwise in accordance
with the terms of the L/C Application relating thereto (i) to reimburse such
Issuing Bank, through the Administrative Agent, for any payment made by such
Issuing Bank under any Letter of Credit on the next Business Day of such payment
by such Issuing Bank and (ii) to pay interest on any unreimbursed portion of any
such payment from the date of such payment until reimbursement in full thereof
at a rate per annum equal to (A) prior to the date which is one Business Day
after the day on which such Issuing Bank demands reimbursement from the Company
for such payment, the ABR and (B) on such date and thereafter, the ABR plus 2%.

         (b) In the event that an Issuing Bank makes a payment under any Letter
of Credit and is not reimbursed in full therefor forthwith upon demand of such
Issuing Bank, and otherwise in accordance with the terms of the L/C Application
relating to such Letter of Credit, such Issuing Bank will promptly notify each
other Bank through the Administrative Agent.  Forthwith upon its receipt of any
such notice, each other Bank will transfer to such Issuing Bank, through the
Administrative Agent, in immediately available funds, an amount equal to such
other Bank's pro rata share of the Revolving L/C Obligation arising from such
unreimbursed payment.  Upon its receipt from such other Bank of such amount, the
Administrative Agent will complete, execute and deliver to such other Bank an
L/C Participation Certificate dated the date of such receipt and in such amount.

         (c) Whenever, at any time after an Issuing Bank has made a payment
under any Letter of Credit and has received from any other Bank such other
Bank's pro rata share of the Revolving L/C Obligation arising therefrom, such
Issuing Bank receives any reimbursement on account of such Revolving L/C
Obligation or any payment of interest on account thereof (appropriately
adjusted, in the case of interest payments, to reflect the period of time during
which such Bank's participating interest was outstanding and funded), such
Issuing Bank will promptly distribute to such other Bank, through the
Administrative Agent, such other Bank's pro rata share thereof in like funds as
received; provided, that in the event that the receipt by such Issuing Bank of
such reimbursement or such payment of interest (as the case may be) is required
to be returned, such other Bank will return to such Issuing Bank, through the
Administrative 

                                       21

<PAGE>

Agent, any portion thereof previously distributed by such Issuing Bank to it 
in like funds as such reimbursement or payment is required to be returned by 
such Issuing Bank.

         2.7 The Bid Loans.  Subject to the terms and conditions of this
Agreement, the Company may borrow Bid Loans from time to time during the Bid
Loan Commitment Period on any Business Day.  The Company shall designate Banks
from time to time as Bid Loan Lenders by written notice to the Administrative
Agent.  The Administrative Agent shall transmit each such notice of designation
promptly to each designated Bid Loan Lender.  Each Bid Loan shall bear interest
at rates, be payable on the dates, be made in Dollars, and shall mature on the
date, agreed between the Company and the relevant Bid Loan Lender at the time
such Bid Loan is made; provided, that the maturity date for each Bid Loan (i)
shall be not less than 15 days nor more than 180 days after the Borrowing Date
therefor with respect to an Absolute Rate Bid Loan and (ii) shall be on the last
day of an Interest Period with respect to an Index Rate Bid Loan (and, in each
case, in any event shall be not later than the Revolving Credit Termination
Date).  Within the limits and on the conditions hereinafter set forth with
respect to Bid Loans, the Company from time to time may borrow, repay and
reborrow Bid Loans; provided that no Bid Loan shall be made if, after giving
effect to the making of such Loan and the simultaneous application of the
proceeds thereof, the Aggregate Extensions of Credit would exceed the aggregate
amount of the Revolving Credit Commitments.

         2.8 Procedure for Bid Loan Borrowing. (a)  The Company shall request
Bid Loans by delivering a Bid Loan Request to the Administrative Agent, not
later than 12:00 Noon (New York City time) four Business Days prior to the
proposed Borrowing Date (in the case of an Index Rate Bid Loan Request), and not
later than 10:00 A.M. (New York City time) one Business Day prior to the
proposed Borrowing Date (in the case of an Absolute Rate Bid Loan Request). 
Each Bid Loan Request may solicit bids for Bid Loans in an aggregate principal
of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and
having not more than four alternative maturity dates.  The Administrative Agent
shall notify each Bid Loan Lender promptly by telex or facsimile transmission of
the contents of each Bid Loan Request received by the Administrative Agent. 

         (b) In the case of an Index Rate Bid Loan Request, upon receipt of
notice from the Administrative Agent of the contents of such Bid Loan Request,
each Bid Loan Lender may elect, in its sole discretion, to offer irrevocably to
make one or more Bid Loans at the Applicable Index Rate plus or minus a margin
determined by such Bid Loan Lender in its sole discretion for each such Bid
Loan.  Any such irrevocable offer shall be made by delivering a Bid Loan Offer
to the Administrative Agent, before 10:00 A.M. (New York City time) on the day
that is three Business Days before the proposed Borrowing Date, setting forth:

         (1) the maximum amount of such Bid Loans for each maturity date and
    the aggregate maximum amount of such Bid Loans for all maturity dates which
    such Bank would be willing to make (which amounts may, subject to
    subsection 2.7, exceed such Bid Loan Lender's Revolving Credit Commitment);
    and

         (2) the margin above or below the Applicable Index Rate at which such
    Bid Loan Lender is willing to make each such Bid Loan.

The Administrative Agent shall advise the Company promptly but no later than
10:30 A.M. (New York City time) on the date which is three Business Days before
the proposed Borrowing

                                       22

<PAGE>

Date of the contents of each such Bid Loan Offer received by it.  If the 
Administrative Agent, in its capacity as a Bid Loan Lender, shall elect, in 
its sole discretion, to make any such Bid Loan Offer, it shall advise the 
Company of the contents of its Bid Loan Offer before 9:45 A.M. (New York City 
time) on the date which is three Business Days before the proposed Borrowing 
Date.

         (c) In the case of an Absolute Rate Bid Loan Request, upon receipt of
notice from the Administrative Agent of the contents of such Bid Loan Request,
each Bid Loan Lender may elect, in its sole discretion, to offer irrevocably to
make one or more Bid Loans at a rate of interest determined by such Bid Loan
Lender in its sole discretion for each such Bid Loan.  Any such irrevocable
offer shall be made by delivering a Bid Loan Offer to the Administrative Agent
before 10:00 A.M. (New York City time) on the proposed Borrowing Date, setting
forth:

         (1)  the maximum amount of such Bid Loans for each maturity date, and
    the aggregate maximum amount of such Bid Loans for all maturity dates,
    which such Bid Loan Lender would be willing to make (which amounts may,
    subject to subsection 2.7, exceed such Bid Loan Lender's Revolving Credit
    Commitment); and

         (2)  the fixed rate of interest at which such Bid Loan Lender is
    willing to make each such Bid Loan.

The Administrative Agent shall advise the Company promptly but in no event later
than 10:30 A.M. (New York City time) on the proposed Borrowing Date of the
contents of each such Bid Loan Offer received by it.  If the Administrative
Agent, in its capacity as a Bid Loan Lender, shall elect, in its sole
discretion, to make any such Bid Loan Offer, it shall advise the Company of the
contents of its Bid Loan Offer before 9:45 A.M. (New York City time) on the
proposed Borrowing Date.

         (d) Before 12:00 noon (New York City time) three Business Days before
the proposed Borrowing Date (in the case of Bid Loans requested by an Index Rate
Bid Loan Request) and before 11:00 A.M. (New York City time) on the proposed
Borrowing Date (in the case of Bid Loans requested by an Absolute Rate Bid Loan
Request), the Company, in its absolute discretion, shall:

         (1)  cancel such Bid Loan Request by giving the Administrative
    Agent telephone notice to that effect, or

         (2)  by giving telephone notice to the Administrative Agent
    (immediately confirmed by delivery to the Administrative Agent of a
    Bid Loan Confirmation in writing or by telex or fax transmission)(1)
    subject to the provisions of subsection 2.8(e), accept one or more of
    the offers made by any Bid Loan Lender or Bid Loan Lenders pursuant to
    subsection 2.8(b) or subsection 2.8(c), as the case may be, of the
    amount of Bid Loans for each relevant maturity date and (2) reject any
    remaining offers made by Bid Loan Lenders pursuant to subsection
    2.8(b) or subsection 2.8(c), as the case may be.

If the Company fails to give any such notice prior to such time, such Bid Loan
Request shall be deemed to have been canceled.

         (e) The Company's acceptance of Bid Loans in response to any Bid Loan
Request 

                                       23

<PAGE>

shall be subject to the following limitations:

         (1)  the principal amount of Bid Loans accepted for each maturity date
    specified by any Bid Loan Lender in its Bid Loan Offer shall not exceed the
    maximum amount for such maturity date specified in such Bid Loan Offer;

         (2)  the aggregate principal amount of Bid Loans accepted for all
    maturity dates specified by any Bid Loan Lender in its Bid Loan Offer shall
    not exceed the aggregate maximum amount specified in such Bid Loan Offer
    for all such maturity dates;

         (3)  the Company may not accept offers for Bid Loans for any maturity
    date in an aggregate principal amount in excess of the maximum principal
    amount of Bid Loan requested in the related Bid Loan Request for such
    maturity date; and

         (4)  if the Company accepts any of such offers, it must accept offers
    based solely upon pricing for such relevant maturity date and upon no other
    criteria whatsoever and if two or more Bid Loan Lenders submit offers for
    any maturity date at identical pricing and the Company accepts any of such
    offers but does not wish to (or by reason of the limitations set forth in
    subsection 2.7 or in clause 2.8(e)(3) cannot) borrow the total amount
    offered by such Bid Loan Lenders with such identical pricing, the Company
    shall accept offers from all of such Bid Loan Lenders in amounts allocated
    among them pro rata according to the amounts offered by such Bid Loan
    Lenders (or as nearly pro rata as shall be practicable after giving effect
    to the requirement that Bid Loans made by a Bid Loan Lender on a Borrowing
    Date for each relevant maturity date shall be in a principal amount of
    $5,000,000 or an integral multiple of $1,000,000 in excess thereof).

         (f) If the Company notifies the Administrative Agent that a Bid Loan
Request is cancelled pursuant to subsection 2.8(d)(1), the Administrative Agent
shall give prompt telephone notice thereof to the Bid Loan Lenders.

         (g) If the Company accepts pursuant to subsection 2.8(d)(2) one or
more of the offers made by any Bid Loan Lender or Bid Loan Lenders, the
Administrative Agent promptly shall notify each Bid Loan Lender which has made
such a Bid Loan Offer of (i) the aggregate amount of such Bid Loans to be made
on such Borrowing Date for each maturity date and (ii) the acceptance or
rejection of any offers to make such Bid Loans made by such Bid Loan Lender. 
Before 12:00 Noon (New York City time) on the Borrowing Date specified in the
applicable Bid Loan Request, each Bid Loan Lender whose Bid Loan Offer has been
accepted shall make available to the Administrative Agent at its office set
forth in subsection 10.2 the amount of Bid Loans to be made by such Bid Loan
Lender in immediately available funds.  The Administrative Agent will make such
funds available to the Company as soon as practicable on such date at the
Administrative Agent's aforesaid address.  As soon as practicable after each
Borrowing Date, the Administrative Agent shall notify each Bank of the aggregate
amount of Bid Loans advanced on such Borrowing Date and the respective maturity
dates thereof.

         (h) Unless otherwise agreed by the Bid Loan Lender making a Bid Loan,
such Bid Loan may not be optionally prepaid prior to the scheduled maturity date
thereof.

         (i) For any Bid Loan Lender which is a Designating Lender, any Bid
Loan to be made by such Bid Loan Lender may from time to time be made by its
Designated Lender in such

                                       24

<PAGE>

Designated Lender's sole discretion, and nothing herein shall constitute a 
commitment to make Bid Loans by such Designated Lender; provided that if any 
Designated Lender elects not to, or fails to, make any such Bid Loan that has 
been accepted by the Company in accordance with the foregoing, its 
Designating Lender hereby agrees that it shall make such Bid Loan pursuant to 
the terms hereof.

         2.9 Bid Loan Payments. (a)  The Company shall repay to the
Administrative Agent for the account of each Bid Loan Lender which has made a
Bid Loan (or the Bid Loan Assignee in respect thereof, as the case may be) on
the applicable Bid Loan Maturity Date the then unpaid principal amount of such
Bid Loan.  The Company shall not have the right to prepay any principal amount
of any Bid Loan except with the consent of the relevant Bid Loan Lender.

         (b) The Company shall pay interest on the unpaid principal amount of
each Bid Loan from the Borrowing Date to the applicable Bid Loan Maturity Date
at the rate of interest specified in the Bid Loan Offer accepted by the Company
in connection with such Bid Loan (calculated on the basis of a 360-day year for
actual days elapsed), payable on each applicable Bid Loan Interest Payment Date.

         (c) If all or a portion of the principal amount of any Bid Loan shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue principal amount shall, without limiting any rights of
any Bank under this Agreement, bear interest from the date on which such payment
was due at a rate per annum which is 2% above the rate which would otherwise be
applicable to such Bid Loan until the stated maturity date of such Bid Loan, and
for each day thereafter at a rate per annum which is 2% above the ABR, in each
case until paid in full (as well after as before judgment). 

         2.10 Swing Line Commitment. (a)  Subject to the terms and conditions
hereof, each Swing Line Bank agrees to make swing line loans (individually, a
"Swing Line Loan"; collectively, the "Swing Line Loans") to the Company from
time to time during the Revolving Credit Commitment Period in Dollars in an
aggregate principal amount (when added together with all other Swing Line Loans)
at any one time outstanding not to exceed $30,000,000, provided that at no time
may the Aggregate Extensions of Credit exceed the Revolving Credit Commitments. 
Amounts borrowed by the Company under this subsection may be repaid and, through
but excluding the Revolving Credit Termination Date, reborrowed.

         The Swing Line Loans may from time to time be (i) ABR Loans, (ii)
Money Market Rate Loans or (iii) a combination thereof, as determined by the
Company and notified to the Administrative Agent and the applicable Swing Line
Bank in accordance herewith, and shall not be entitled to be converted into
Eurodollar Loans.  The Company may, on any Borrowing Date for Swing Line Loans
and prior to the time that an irrevocable notice requesting such Swing Line
Loans must be made pursuant to this subsection 2.10(a), request a quote of the
Money Market Rate which would be applicable for such Swing Line Loans from a
Swing Line Bank, specifying the amount of the proposed Money Market Rate Loans
and the maturity date thereof (which shall be no less than one and no more than
30 days following such Borrowing Date).  Upon receipt of such quote, the Company
shall promptly (but not later than the time that an irrevocable notice
requesting such Swing Line Loans must be made pursuant to this subsection
2.10(a)) notify the Administrative Agent and the applicable Swing Line Bank
whether it requests such Swing Line Bank to make Money Market Rate Loans at such
Money Market Rate.  The Company shall give the Administrative Agent and the
applicable Swing Line Bank irrevocable 

                                       25

<PAGE>

notice (which notice must be received by the Administrative Agent and the 
applicable Swing Line Bank prior to 12:00 Noon, New York City time) on the 
requested Borrowing Date specifying the amount of each requested Swing Line 
Loan, which shall be in minimum amount of (i) in the case of Swing Line Loans 
which are ABR Loans, $500,000 or a whole multiple thereof and (ii) in the 
case of Swing Line Loans which are Money Market Rate Loans, $1,000,000 or a 
whole multiple of $1,000,000 in excess thereof.

         The proceeds of each Swing Line Loan will be made available by the
applicable Swing Line Bank to the Company by crediting the specified account of
the Company with such proceeds in the manner from time to time agreed by the
Company and the applicable Swing Line Bank.  The proceeds of Swing Line Loans
may be used solely for the purposes referred to in subsection 2.2. 

         (b) Each Swing Line Bank (i) at any time in its sole and absolute
discretion may, (ii) if any Event of Default has occurred and is continuing,
shall and (iii) on the thirtieth day (or if such day is not a Business Day, the
next Business Day) after the Borrowing Date with respect to any Swing Line Loans
shall, on behalf of the Company (which hereby irrevocably directs each Swing
Line Bank to act on its behalf), request each Bank, including such Swing Line
Bank, to make a Revolving Credit Loan in Dollars to the Company (which shall be
initially an ABR Loan) in an amount equal to such Bank's Revolving Credit
Commitment Percentage of the amount of such Swing Line Loans (the "Refunded
Swing Line Loans") outstanding on the date such notice is given.  Unless any of
the events described in paragraph (f) of Section 8 shall have occurred (in which
event the procedures of paragraph (c) of this subsection shall apply) each Bank
shall make the proceeds of its Revolving Credit Loan available to the
Administrative Agent for the account of the applicable Swing Line Bank at the
office of the Administrative Agent located at 270 Park Avenue, New York, New
York 10017 prior to 12:00 Noon (New York City time) in funds immediately
available on the Business Day next succeeding the date such notice is given. 
The proceeds of such Revolving Credit Loans shall be immediately applied to
repay the Refunded Swing Line Loans.

         (c) If prior to the making of a Revolving Credit Loan pursuant to
paragraph (b) of this subsection one of the events described in paragraph (f) of
Section 8 shall have occurred, each Bank will, on the date such Loan would
otherwise have been made (the "Refunding Date"), purchase an undivided
participating interest in the Refunded Swing Line Loans in an amount equal to
its Revolving Credit Commitment Percentage of such Refunded Swing Line Loans. 
On the Refunding Date, each Bank will immediately transfer to the Administrative
Agent, for the account of the applicable Swing Line Bank, in immediately
available funds, the amount of its participation in Dollars and upon receipt
thereof the Administrative Agent and the applicable Swing Line Bank will deliver
to such Bank a Swing Line Loan Participation Certificate dated the date of
receipt of such funds and in such amount.

         (d) Whenever, at any time after the Administrative Agent or a Swing
Line Bank has received from any Bank such Bank's participating interest in a
Swing Line Loan, the Administrative Agent or such Swing Line Bank, as the case
may be, receives any payment on account thereof, the Administrative Agent or
such Swing Line Bank, as the case may be, will promptly distribute to such Bank
its participating interest in such amount (appropriately adjusted, in the case
of interest payments, to reflect the period of time during which such Bank's
participating interest was outstanding and funded) in like funds as received;
provided, however, that in the event that such payment received by the
Administrative Agent or such Swing Line 

                                       26

<PAGE>

Bank, as the case may be, is required to be returned, such Bank will return 
to the Administrative Agent or such Swing Line Bank, as the case may be, any 
portion thereof previously distributed by the Administrative Agent or such 
Swing Line Bank, as the case may be, to it in like funds as such payment is 
required to be returned by the Administrative Agent or such Swing line Bank, 
as the case may be.

         (e) Each Bank's obligation to make Revolving Credit Loans pursuant to
subsection 2.10(b) shall be absolute and unconditional and shall not be affected
by any circumstance, including, without limitation, (i) any set-off,
counterclaim, recoupment, defense or other right which such Bank may have
against any other Bank or the Company, or the Company may have against any Bank
or any other Person, as the case may be, for any reason whatsoever; (ii) the
occurrence or continuance of a Default or an Event of Default; (iii) any adverse
change in the condition (financial or otherwise) of the Company or any of its
Subsidiaries; (iv) any breach of this Agreement by the Company or any other Bank
(not including any Swing Line Bank); or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing. 
         
         2.11 Participations.  Each Bank's obligation to purchase participating
interests pursuant to subsections 2.4 and 2.10(c) is absolute and unconditional
as set forth in subsection 3.15.


         SECTION 3.  GENERAL PROVISIONS APPLICABLE TO
                     LOANS AND LETTERS OF CREDIT

         3.1 Procedure for Borrowing. (a)  Except with respect to Swing Line
Loans, for which borrowing procedures are set forth in subsection 2.10, the
Company may borrow under the Commitments on any Business Day, provided that,
with respect to the borrowings, if any, to take place on the Closing Date, the
Company shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 10:00 A.M., New York City
time, on the Closing Date), and with respect to any subsequent borrowings, the
Company shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 12:00 Noon, New York City
time, (i) three Business Days prior to the requested Borrowing Date if all or
any part of the Loans are to be Eurodollar Loans and (ii) one Business Day prior
to the requested Borrowing Date if the borrowing is to be solely of ABR Loans)
specifying (A) the amount of the borrowing, (B) whether such Loans are initially
to be Eurodollar Loans or ABR Loans, or a combination thereof, and (C) if the
borrowing is to be entirely or partly Eurodollar Loans, the length of the
Interest Period for such Eurodollar Loans.  Upon receipt of such notice the
Administrative Agent shall promptly notify each Bank (which notice shall in any
event be delivered to each Bank by 4:00 P.M., New York City time, on such date).
Not later than 12:00 Noon, New York City time, on the Borrowing Date specified
in such notice, each Bank shall make available to the Administrative Agent at
the office of the Administrative Agent specified in subsection 10.2 (or at such
other location as the Administrative Agent may direct) an amount in immediately
available funds equal to the amount of the Loan to be made by such Bank.  Loan
proceeds received by the Administrative Agent hereunder shall promptly be made
available to the Company by the Administrative Agent's crediting the account of
the Company, at the office of the Administrative Agent specified in subsection
10.2, with the aggregate amount actually received by the Administrative Agent
from the Banks and in like funds as received by the Administrative Agent.

                                       27

<PAGE>

         (b) Any borrowing of Eurodollar Loans hereunder shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, (i) the aggregate principal amount of all Eurodollar Loans having the
same Interest Period shall not be less than $5,000,000, or a whole multiple of
$1,000,000 in excess thereof, and (ii) no more than ten Interest Periods shall
be in effect at any one time.

         (c) Eurodollar Loans shall be made by each Bank at its Eurodollar
Lending Office and ABR Loans shall be made by each Bank at its Domestic Lending
Office.

         3.2 Conversion Options.  The Company may elect from time to time to
convert Eurodollar Loans into ABR Loans by giving the Administrative Agent
irrevocable notice of such election, to be received by the Administrative Agent
prior to 12:00 Noon, New York City time, at least one Business Day prior to the
proposed conversion date, provided that any such conversion of Eurodollar Loans
shall only be made on the last day of an Interest Period with respect thereto. 
The Company may elect from time to time to convert all or a portion of the ABR
Loans (other than Swing Line Loans) then outstanding to Eurodollar Loans by
giving the Administrative Agent irrevocable notice of such election, to be
received by the Administrative Agent prior to 12:00 Noon, New York City time, at
least three Business Days prior to the proposed conversion date, specifying the
Interest Periods selected therefor, and, if no Default or Event of Default has
occurred and is continuing, such conversion shall be made on the requested
conversion date or, if such requested conversion date is not a Business Day, on
the next succeeding Business Day.  Upon receipt of any notice pursuant to this
subsection 3.2, the Administrative Agent shall promptly, but in any event by
4:00 P.M., New York City time, notify each Bank thereof.  All or any part of the
outstanding Loans (other than Swing Line Loans and Bid Loans) may be converted
as provided herein, provided that partial conversions of Loans shall be in the
aggregate principal amount of $5,000,000, or a whole multiple of $1,000,000 in
excess thereof, and the aggregate principal amount of the resulting Eurodollar
Loans outstanding in respect of any one Interest Period shall be at least
$5,000,000 or a whole multiple of $1,000,000 in excess thereof.

         3.3 Changes of Commitment Amounts. (a)  The Company shall have the
right, upon not less than three Business Days' notice to the Administrative
Agent, to terminate or, from time to time, reduce the Revolving Credit
Commitments subject to the provisions of this subsection 3.3.  To the extent, if
any, that the Aggregate Extensions of Credit exceeds the amount of the Revolving
Credit Commitments as then reduced, the Company shall be required to make a
prepayment equal to such excess amount, the proceeds of which shall be applied
first, to payment of the Swing Line Loans then outstanding, second, to payment
of the Revolving Credit Loans which are not Eurodollar Loans then outstanding,
third, to payment of any Revolving L/C Obligations then outstanding, and last,
to cash collateralize any outstanding Letters of Credit, Bid Loans and Revolving
Credit Loans which are Eurodollar Loans on terms reasonably satisfactory to the
Administrative Agent.  Any termination of the Revolving Credit Commitments shall
be accompanied by prepayment in full of the Revolving Credit Loan which are not
Eurodollar Loans, Swing Line Loans and Revolving L/C Obligations then
outstanding and by cash collateralization of any outstanding Letter of Credit,
Bid Loans and Revolving Credit Loans which are Eurodollar Loans on terms
reasonably satisfactory to the Administrative Agent.  Upon termination of the
Revolving Credit Commitments any Letter of Credit, Bid Loan or Revolving Credit
Loan which is a Eurodollar Loan then outstanding which has been so cash
collateralized shall no longer be considered a "Letter of Credit", "Bid Loan" or
"Eurodollar Loan", as the case

                                       28

<PAGE>

may be, as defined in subsection 1.1 and any L/C Participating Interests 
heretofore granted by an Issuing Bank to the Banks in such Letter of Credit 
shall be deemed terminated (subject to automatic reinstatement in the event 
that such cash collateral is returned and such Issuing Bank is not fully 
reimbursed for any such L/C Obligations) but the Letter of Credit fees 
payable under subsection 3.10 shall continue to accrue to such Issuing Bank 
(or, in the event of any such automatic reinstatement, as provided in 
subsection 3.10) with respect to such Letter of Credit until the expiry 
thereof.

         (b) Interest accrued on the amount of any partial prepayment pursuant
to this subsection 3.3 to the date of such partial prepayment shall be paid on
the Interest Payment Date next succeeding the date of such partial prepayment. 
In the case of the termination of the Revolving Credit Commitments, interest
accrued on the amount of any prepayment relating thereto and any unpaid
commitment fee accrued hereunder shall be paid on the date of such termination. 
Any such partial reduction of the Revolving Credit Commitments shall be in an
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and
shall reduce permanently the Revolving Credit Commitments then in effect.

         3.4 Optional Prepayments.  The Company may at any time and from time
to time prepay Loans (other than Bid Loans), in whole or in part, without
premium or penalty, upon at least one Business Days' irrevocable notice to the
Administrative Agent in the case of ABR Loans and two Business Days' irrevocable
notice to the Administrative Agent in the case of Eurodollar Loans and
specifying the date and amount of prepayment, subject to subsection 3.20.  Upon
receipt of such notice the Administrative Agent shall promptly notify each Bank
thereof.  If such notice is given, the Company shall make such prepayment, and
the payment amount specified in such notice shall be due and payable, on the
date specified therein.  Accrued interest on the amount of any Loans paid in
full pursuant to this subsection 3.4 shall be paid on the date of such
prepayment.  Accrued interest on the amount of any partial prepayment shall be
paid on the Interest Payment Date next succeeding the date of such partial
prepayment.  Partial prepayments of Revolving Credit Loans shall be in an
aggregate principal amount equal to the lesser of (A) $2,500,000 or a whole
multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid principal
amount of the Revolving Credit Loans, as the case may be.

         3.5 Mandatory Prepayments. (a)  The Company shall, without notice or
demand, immediately prepay the Loans (other than Bid Loan and Eurodollar Loans
until the respective current Interest Periods therefor expire) and, if
necessary, cash collateralize Bid Loans and Eurodollar Loans to the extent that
the Aggregate Extensions of Credit exceeds the aggregate Commitments of all the
Banks then in effect.  The Company will implement and maintain internal
accounting controls to monitor the borrowings and repayments of Loans by the
Company and the issuance of and drawings under Letters of Credit, with the
object of preventing any request for an Extension of Credit that would result in
the Aggregate Extensions of Credit being in excess of the Revolving Credit
Commitments.  In the event that at any time the Company determines that the
Aggregate Extensions of Credit exceeds the Revolving Credit Commitments the
Company will immediately make or cause to be made such repayments or prepayments
of Loans (other than Bid Loans and Eurodollar Loans until the respective current
Interest Periods therefor expire) and, if necessary, cash collateralize Bid
Loans and Eurodollar Loans as shall be necessary to cause the Aggregate
Extensions of Credit to no longer exceed the Revolving Credit Commitments.

         (b) The Administrative Agent will calculate the Aggregate Extensions
of Credit 

                                       29

<PAGE>

from time to time, and in any event not less frequently than once during each 
calendar month.  In making such calculations, the Administrative Agent will 
rely on the information most recently received by it from the Banks in 
respect of outstanding Swing Line Loans, from the Bid Loan Lenders in respect 
of outstanding Bid Loans, and Issuing Banks in respect of Revolving L/C 
Obligations and the aggregate amount available to be drawn under outstanding 
Letters of Credit.  Upon making each such calculation, the Administrative 
Agent will inform the Company and the Banks of the results thereof.

         (c) In the event that on any date the Administrative Agent calculates
that the Aggregate Extensions of Credit exceeds the aggregate amount of the
Revolving Credit Commitments, the Administrative Agent will give notice to such
effect to the Company.  The Company will immediately make or cause to be made
such repayments or prepayments of Loans or, if necessary, cash collateralize Bid
Loans as shall be necessary to cause the Aggregate Extensions of Credit to no
longer exceed the Revolving Credit Commitments.

         (d) Upon the Revolving Credit Termination Date the Company shall, with
respect to each then outstanding Letter of Credit, if any, either (i) cause such
Letter of Credit to be cancelled without such Letter of Credit being drawn upon
or (ii) collateralize the Revolving L/C Obligations with respect to such Letter
of Credit with a letter of credit issued by banks or a bank satisfactory to the
Administrative Agent, or with cash collateral, all on terms satisfactory to the
Administrative Agent.

         3.6 Interest Rates and Payment Dates. (a)  Each Eurodollar Loan shall
bear interest for each day during each Interest Period with respect thereto on
the unpaid principal amount thereof at a rate per annum equal to the applicable
Eurodollar Rate determined for such Interest Period plus the Applicable Margin.

         (b) ABR Loans shall bear interest for the period from and including
the date thereof until maturity thereof on the unpaid principal amount thereof
at a rate per annum equal to the ABR.

         (c) Money Market Rate Loans shall bear interest for the period from
and including the date thereof until maturity thereof on the unpaid principal
amount thereof at a rate per annum equal to the Money Market Rate.

         (d) If all or a portion of (i) the principal amount of any of the
Loans (other than Bid Loans) or (ii) any interest payable thereon shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall, without limiting the rights of the Banks under
Section 8, bear interest at a rate per annum which is (x) in the case of overdue
principal, 2% above the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this subsection or (y) in the case of overdue
interest, 2% above the rate described in paragraph (b) of this subsection, in
each case from the date of such nonpayment until such amount is paid in full (as
well after as before judgment).

         (e) Interest shall be payable in arrears on each Interest Payment
Date; provided that interest accruing pursuant to paragraph (d) of this
subsection shall be payable on demand by the Administrative Agent made at the
request of the Required Banks.

         3.7 Computation of Interest and Fees. (a)  Interest in respect of ABR
Loans at

                                       30

<PAGE>

any time when the ABR Loan is calculated based on the Prime Rate and all fees 
hereunder shall be calculated on the basis of a 365 or 366, as the case may 
be, day year for the actual days elapsed.  Interest in respect of Eurodollar 
Loans and other ABR Loans shall be calculated on the basis of a 360 day year 
for the actual days elapsed.  The Administrative Agent shall as soon as 
practicable notify the Company and the Banks of each determination of a 
Eurodollar Rate. Any change in the interest rate on a Loan resulting from a 
change in the ABR shall become effective as of the opening of business on the 
day on which such change in the ABR becomes effective.  The Administrative 
Agent shall as soon as practicable notify the Company and the Banks of the 
effective date and the amount of each such change.

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

         3.8 Facility Fees.  The Company agrees to pay to the Administrative
Agent, for the account of each Bank, a facility fee from and including July 22,
1997 to, but excluding, the Revolving Credit Termination Date on the amount of
such Bank's Revolving Credit Commitment (whether or not utilized) at the rate
per annum for each day during the period for which payment is made set forth in
the definition of Applicable Margin under the column captioned "Facility Fee". 
The Facility Fee provided for in this subsection shall be payable quarterly in
arrears on the last day of each fiscal quarter, commencing September 30, 1997,
and on the Revolving Credit Termination Date with respect to the Revolving
Credit Commitments.

         3.9 Certain Fees. (a)  The Company, together with NextLevel and
General Semiconductor, agrees to pay to the Administrative Agent for its own
account certain fees in the amounts, and on the dates, specified in the letter
agreement dated June 18, 1997 among GI Delaware, Chase and Chase Securities Inc.

         3.10 Letter of Credit Fees. (a) (i)  In lieu of any letter of credit
commissions and fees provided for in any L/C Application relating to Standby
L/Cs (other than standard administrative issuance, amendment and negotiation
fees), the Company agrees to pay the Administrative Agent, for the account of
the relevant Issuing Bank and the Participating Banks, with respect to each
Standby L/C, a Standby L/C fee on the amount available to be drawn under each
Standby L/C payable, in arrears, on the last day of each fiscal quarter of the
Company, at the rate per annum for each day during the period for which payment
is made set forth in the definition of "Applicable Margin" under the column
captioned "Standby L/C Fee".  The Standby L/C Fee provided for in this
subsection shall be payable quarterly in arrears on the last day of each fiscal
quarter, commencing September 30, 1997, and on the Revolving Credit Termination
Date.

         (ii)  In addition, the Company shall pay to each Issuing Bank of a
Standby L/C, in arrears on such day, a fee of 1/8 of 1% per annum on the amount
available to be drawn on such Standby L/C solely for its own account as Issuing
Bank of such Standby L/C and not on account of its L/C Participating Interest
therein.

         (b) In lieu of any letter of credit commissions and fees provided for
in any L/C Application relating to Commercial L/Cs (other than standard
administrative issuance,

                                       31

<PAGE>

amendment and negotiation fees), the Company agrees to pay the Administrative 
Agent, for the account of the relevant Issuing Bank and the Participating 
Banks, with respect to each Commercial L/C, a Commercial L/C fee of 3/8 of 1% 
(of which such Issuing Bank shall retain for its own account, as the issuing 
bank and not on account of its L/C Participating Interest therein, 1/8 of 1%) 
on the maximum face amount of each Commercial L/C payable on the date such 
Commercial L/C is issued.

         (c)  In connection with any payment of fees pursuant to this
subsection 3.10, the Administrative Agent agrees to provide to the Company a
statement of any such fees so paid; provided that the failure by the
Administrative Agent to provide the Company with any such invoice shall not
relieve the Company of its obligation to pay such fees.

         3.11 Letter of Credit Reserves. (a)  If any Change in Law after the
date of this Agreement shall either (i) impose, modify, deem or make applicable
any reserve, special deposit, assessment or similar requirement against letters
of credit issued by an Issuing Bank or (ii) impose on such Issuing Bank any
other condition regarding this Agreement or any Letter of Credit, and the result
of any event referred to in clause (i) or (ii) above shall be to increase the
cost to such Issuing Bank of issuing or maintaining any Letter of Credit (which
increase in cost shall be the result of such Issuing Bank's reasonable
allocation of the aggregate of such cost increases resulting from such events),
then, upon demand by such Issuing Bank, the Company shall immediately pay to
such Issuing Bank, from time to time as specified by such Issuing Bank,
additional amounts which shall be sufficient to compensate such Issuing Bank for
such increased cost, together with interest on each such amount from the date
demanded until payment in full thereof at a rate per annum equal to the ABR.  A
certificate submitted by such Issuing Bank to the Company concurrently with any
such demand by such Issuing Bank, shall be conclusive, absent manifest error, as
to the amount thereof.

         (b) In the event that at any time after the date hereof any Change in
Law with respect to an Issuing Bank shall, in the opinion of such Issuing Bank,
require that any obligation under any Letter of Credit be treated as an asset or
otherwise be included for purposes of calculating the appropriate amount of
capital to be maintained by such Issuing Bank or any corporation controlling
such Issuing Bank, and such Change in Law shall have the effect of reducing the
rate of return on such Issuing Bank's or such corporation's capital, as the case
may be, as a consequence of such Issuing Bank's obligations under such Letter of
Credit to a level below that which such Issuing Bank or such corporation, as the
case may be, could have achieved but for such Change in Law (taking into account
such Issuing Bank's or such corporation's policies, as the case may be, with
respect to capital adequacy) by an amount deemed by such Issuing Bank to be
material, then from time to time following notice by such Issuing Bank to the
Company of such Change in Law, within 15 days after demand by such Issuing Bank,
the Company shall pay to such Issuing Bank such additional amount or amounts as
will compensate such Issuing Bank or such corporation, as the case may be, for
such reduction.  If such Issuing Bank becomes entitled to claim any additional
amounts pursuant to this subsection 3.11(b), it shall promptly notify the
Company of the event by reason of which it has become so entitled.  A
certificate submitted by such Issuing Bank to the Company concurrently with any
such demand by such Issuing Bank, shall be conclusive, absent manifest error, as
to the amount thereof.

         (c) The Company agrees that the provisions of the foregoing paragraphs
(a) and (b) and the provisions of each L/C Application providing for
reimbursement or payment to an

                                       32

<PAGE>

Issuing Bank in the event of the imposition or implementation of, or increase 
in, any reserve, special deposit, capital adequacy or similar requirement in 
respect of the Letter of Credit relating thereto shall apply equally to each 
Participating Bank in respect of its L/C Participating Interest in such 
Letter of Credit, as if the references in such paragraphs and provisions 
referred to, where applicable, such Participating Bank or any corporation 
controlling such Participating Bank.

         (d) Notwithstanding any other provision of this subsection 3.11, no
Bank shall demand compensation for any increased cost or reduction referred to
in subsection 3.11(a) or (b) if it shall not at the time be the general policy
or practice of such Bank to demand such compensation in similar circumstances
under comparable provisions of other credit agreements. 

         3.12 Further Assurances.  The Company hereby agrees, from time to
time, to do and perform any and all acts and to execute any and all further
instruments reasonably requested by an Issuing Bank to effect more fully the
purposes of this Agreement and the issuance of Letters of Credit hereunder.  The
Company further agrees to execute any and all instruments reasonably requested
by any Issuing Bank in connection with the obtaining and/or maintaining of any
insurance coverage applicable to any Letters of Credit.

         3.13 Obligations Absolute.  The payment obligations of the Company
under this Agreement with respect to the Letters of Credit shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including, without limitation,
the following circumstances:

            (i)    the existence of any claim, set-off, defense or other 
    right which the Company or any of its Subsidiaries may have at any time
    against any beneficiary, or any transferee, of any Letter of Credit (or
    any Persons for whom any such beneficiary or any such transferee may be
    acting), any Issuing Bank, the Administrative Agent, any Co-Agent or any
    Bank, or any other Person, whether in connection with this Agreement, 
    the Related Documents, any Credit Documents, the transactions contemplated
    herein, or any unrelated transaction;

            (ii)    any statement 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;   

            (iii)    payment by any Issuing Bank under any Letter of Credit
    against presentation of a draft or certificate which does not comply with
    the terms of such Letter of Credit, except where such payment constitutes
    gross negligence or wilful misconduct on the part of any Issuing Bank; or

            (iv)    any other circumstances or happening whatsoever, whether 
    or not similar to any of the foregoing, except for any such circumstances
    or happening constituting gross negligence or wilful misconduct on the
    part of any Issuing Bank.

         3.14 Assignments.  No Participating Bank's participation in any 
Letter of Credit or any of its rights or duties hereunder shall be 
subdivided, assigned or transferred (other than in connection with a transfer 
of part or all of such Participating Bank's Revolving Credit Commitment in 
accordance with subsection 10.6) without the prior written consent of the 

                                       33

<PAGE>

relevant Issuing Bank, which consent will not be unreasonably withheld.  Such 
consent may be given or withheld without the consent or agreement of any 
other Participating Bank. Notwithstanding the foregoing, a Participating Bank 
may subparticipate its L/C Participating Interest without obtaining the prior 
written consent of the relevant Issuing Bank.

         3.15 Participations.  Each Bank's obligation to purchase 
participating interests pursuant to subsections 2.4 and 2.10(c) shall be 
absolute and unconditional and shall not be affected by any circumstance, 
including, without limitation, (i) any set-off, counterclaim, recoupment, 
defense or other right which such Bank may have against any Issuing Bank, the 
Company, Holdings or any other Person for any reason whatsoever; (ii) the 
occurrence or continuance of a Default or an Event of Default; (iii) any 
adverse change in the condition (financial or otherwise) of the Company; (iv) 
any breach of this Agreement by the Company or any other Bank; or (v) any 
other circumstance, happening or event whatsoever, whether or not similar to 
any of the foregoing.

         3.16 Inability to Determine Interest Rate.  In the event that the 
Administrative Agent shall have determined (which determination shall be 
conclusive and binding upon the Company) that by reason of circumstances 
affecting the interbank eurodollar market, adequate and reasonable means do 
not exist for ascertaining the Eurodollar Rate for any Interest Period with 
respect to (i) proposed Loans that the Company has requested be made as 
Eurodollar Loans, (ii) any Eurodollar Loans that will result from the 
requested conversion of all or part of ABR Loans into Eurodollar Loans or 
(iii) the continuation of any Eurodollar Loan as such for an additional 
Interest Period, the Administrative Agent shall forthwith give notice of such 
determination, confirmed in writing, to the Company and the Banks at least 
one day prior to the requested Borrowing Date, the conversion date or the 
last day of such Interest Period, as the case may be.  If such notice is 
given (i) any requested Eurodollar Loans shall be made as ABR Loans, (ii) any 
ABR Loans that were to have been converted to Eurodollar Loans shall be 
continued as ABR Loans, and (iii) any outstanding Eurodollar Loans shall be 
converted, on the last day of the then current Interest Period applicable 
thereto, into ABR Loans. Until such notice has been withdrawn by the 
Administrative Agent, no further Eurodollar Loans shall be made.

         3.17 Pro Rata Treatment and Payments. (a)  Each borrowing of any 
Loans (other than Swing Line Loans and Bid Loans) by the Company from the 
Banks, each payment by the Company on account of any fee hereunder (other 
than as otherwise set forth in subsections 3.9 and 3.10) and any reduction of 
the Revolving Credit Commitments of the Banks hereunder shall be made pro 
rata according to the relevant Commitment Percentages of the Banks.  Each 
payment (including each prepayment) by the Company on account of principal of 
and interest on the Loans (other than Swing Line Loans and Bid Loans and 
other than as set forth in subsections 3.18, 3.19 and 3.20) shall be made pro 
rata according to the relevant Commitment Percentages of the Banks.  All 
payments (including prepayments) to be made by the Company on account of 
principal, interest and fees shall be made without set-off or counterclaim 
and shall be made to the Administrative Agent, for the account of the Banks, 
at the Administrative Agent's office located at 270 Park Avenue, New York, 
New York 10017 and in immediately available funds.  The Administrative Agent 
shall promptly distribute such payments ratably to each Bank in like funds as 
received.  If any payment hereunder (other than payments on Eurodollar Loans) 
becomes due and payable on a day other than a Business Day, such payment 
shall be extended to the next succeeding Business Day and, with respect to 
payments of principal, interest thereon shall be payable at the then 
applicable rate during such extension.

                                       34

<PAGE>

         (b) Unless the Administrative Agent shall have been notified in 
writing by any Bank prior to a Borrowing Date that such Bank will not make 
the amount which would constitute its relevant Commitment Percentage of the 
borrowing on such date available to the Administrative Agent, the 
Administrative Agent may assume that such Bank has made such amount available 
to the Administrative Agent on such Borrowing Date in accordance with 
subsection 3.1 and the Administrative Agent may, in reliance upon such 
assumption, make available to the Company a corresponding amount.  If such 
amount is made available to the Administrative Agent by such Bank on a date 
after such Borrowing Date, such Bank shall pay to the Administrative Agent on 
demand an amount equal to the product of (i) the daily average Federal funds 
rate during such period as quoted by the Administrative Agent, times (ii) the 
amount of such Bank's relevant Commitment Percentage of such borrowing, times 
(iii) a fraction the numerator of which is the number of days that elapse 
from and including such Borrowing Date to the date on which such Bank's 
relevant Commitment Percentage of such borrowing shall have become 
immediately available to the Administrative Agent and the denominator of 
which is 360.  A certificate of the Administrative Agent submitted to any 
Bank with respect to any amounts owing under this subsection 3.17(b) shall be 
conclusive, absent manifest error.  If such Bank's relevant Commitment 
Percentage of such borrowing is not in fact made available to the 
Administrative Agent by such Bank within three Business Days of such 
Borrowing Date, the Administrative Agent shall be entitled to recover such 
amount with interest thereon at the rate per annum applicable to ABR Loans 
hereunder, on demand, from the Company, without prejudice to any rights which 
the Company or the Administrative Agent may have against such Bank hereunder. 
 Nothing contained in this subsection 3.17(b) shall relieve any Bank which 
has failed to make available its ratable portion of any borrowing hereunder 
from its obligation to do so in accordance with the terms hereof.

         (c) The failure of any Bank to make the Loan to be made by it on any 
Borrowing Date shall not relieve any other Bank of its obligation, if any, 
hereunder to make its Loan on such Borrowing Date, but no Bank shall be 
responsible for the failure of any other Bank to make the Loan to be made by 
such other Bank on such Borrowing Date.

         (d) All payments and optional prepayments (other than prepayments as 
set forth in subsection 3.19 with respect to increased costs) of Eurodollar 
Loans hereunder shall be in such amounts and be made pursuant to such 
elections so that, after giving effect thereto, the aggregate principal 
amount of all Eurodollar Loans with the same Interest Period shall not be 
less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

         (e)  Each Bank, Assignee, Participant and Designated Lender that is 
not a citizen or resident of the United States of America, a corporation, 
partnership or other entity created or organized in or under the laws of the 
United States of America, or any estate or trust that is subject to U.S. 
federal income taxation regardless of the source of its income (a "Non-U.S. 
Bank") shall deliver to the Company and the Administrative Agent, and if 
applicable, the assigning Bank (or, in the case of a Participant, to the Bank 
from which the related participation shall have been purchased) on or before 
the date on which it becomes a party to this Agreement (or, in the case of a 
Participant, on or before the date on which such Participant purchases the 
related participation) either:

         (A)  (x) two duly completed and signed original copies of either
         Internal Revenue Service Form 1001 (relating to such Non-U.S. Bank
         and entitling it to a complete exemption from withholding of United
         States federal income taxes on

                                       35

<PAGE>

         all amounts to be received by such Non-U.S. Bank pursuant to this
         Agreement and the other Credit Documents) or Form 4224 (relating to
         all amounts to be received by such Non-U.S. Bank pursuant to this
         Agreement and the other Credit Documents), or successor and related 
         applicable forms, as the case may be, and (y) two duly completed and
         signed original copies of Internal Revenue Service Form W-8 or W-9, or
         successor and related applicable forms, as the case may be; or

         (B)  in the case of a Non-U.S. Bank that is not a "bank" within the
         meaning of Section 881(c)(3)(A) of the Code and that does not comply 
         with the requirements of clause (A) hereof, (x) a statement in the form
         of Exhibit J (or such other form of statement as shall be reasonably 
         requested by the Company from time to time) to the effect that such
         Non-U.S. Bank is eligible for a complete exemption from withholding of
         United States federal income taxes under Code Section 871(h) or 881(c),
         and (y) two duly completed and signed original copies of Internal
         Revenue Service Form W-8 or successor and related applicable form (it 
         being understood and agreed that no Participant and, without the prior
         written consent of the Company described in clause (C) of the proviso
         to the first sentence of subsection 10.6(c) or the second clause of
         the first sentence of subsection 10.6(i), no Assignee or Designated
         Lender shall be entitled to deliver any forms or statements pursuant to
         this clause (B), but rather shall be required to deliver forms pursuant
         to clause (A) of this subsection 3.17(e)).

Further, each Non-U.S. Bank agrees (i) to deliver to the Company and the 
Administrative Agent, and if applicable, the assigning Bank (or, in the case 
of a Participant, to the Bank from which the related participation shall have 
been purchased) two further duly completed and signed original copies of such 
Forms 1001, 4224, W-8 or W-9, as the case may be, or successor and related 
applicable forms, on or before the date that any such form expires or becomes 
obsolete and promptly after the occurrence of any event requiring a change 
from the most recent form(s) previously delivered by it to the Company (or, 
in the case of a Participant, to the Bank from which the related 
participation shall have been purchased) in accordance with applicable U.S. 
laws and regulations, (ii) in the case of a Non-U.S. Bank that delivers a 
statement in the form of Exhibit J (or such other form of statement as shall 
have been requested by the Company), to deliver to the Company and the 
Administrative Agent, and if applicable, the assigning Bank, such statement 
on an annual basis on the anniversary of the date on which such Non-U.S. Bank 
became a party to this Agreement and to deliver promptly to the Company and 
the Administrative Agent, and if applicable, the assigning Bank, such 
additional statements and forms as shall be reasonably requested by the 
Company from time to time, and (iii) to notify promptly the Company and the 
Administrative Agent (or, in the case of a Participant, the Bank from which 
the related participation shall have been purchased) if it is no longer able 
to deliver, or if it is required to withdraw or cancel, any form or statement 
previously delivered by it pursuant to this subsection 3.17(e).  Each 
Non-U.S. Bank agrees to indemnify and hold harmless the Company from and 
against any Taxes imposed by or on behalf of the United States or any taxing 
jurisdiction thereof, penalties, additions to tax, fines, interest or other 
liabilities, costs or losses (including, without limitation, reasonable 
attorneys' fees and expenses) incurred or payable by the Company as a result 
of the failure of the Company to comply with its obligations to deduct or 
withhold any Taxes imposed by or on behalf of the United States or any taxing 
jurisdiction thereof (including penalties, additions to tax, fines or 
interest on such Taxes) from any payments made pursuant to this Agreement to 
such Non-U.S. Bank or the Administrative 

                                       36

<PAGE>

Agent which failure resulted from the Company's reliance on any form, 
statement, certificate or other information provided to it by such Non-U.S. 
Bank pursuant to clause (B) or clause (ii) of this subsection 3.17(e).  The 
Company hereby agrees that for so long as a Non-U.S. Bank complies with this 
subsection 3.17(e), the Company shall not withhold any amounts from any 
payments made pursuant to this Agreement to such Non-U.S. Bank, unless the 
Company reasonably determines that it is required by law to withhold or 
deduct any amounts from any payments made to such Non-U.S. Bank pursuant to 
this Agreement.  Notwithstanding any other provision of this subsection 
3.17(e), a Non-U.S. Bank shall not be required to deliver any form or 
statement pursuant to the immediately preceding sentences in this subsection 
3.17(e) that such Non-U.S. Bank is not legally able to deliver (it being 
understood and agreed that the Company shall withhold or deduct such amounts 
from any payments made to such Non-U.S. Bank that the Company reasonably 
determines are required by law).  If any Credit Party other than the Company 
makes any payment to any Non-U.S. Bank under any Credit Document, the 
foregoing provisions of this subsection 3.17(e) shall apply to such Non-U.S. 
Bank and such Credit Party as if such Credit Party were the Company (but a 
Non-U.S. Bank shall not be required to provide any form or make any statement 
to any such Credit Party unless such Non-U.S. Bank has received a request to 
do so from such Credit Party and has a reasonable time to comply with such 
request).

         3.18 Illegality.  Notwithstanding any other provisions herein, if 
any Requirement of Law or any change therein or in the interpretation or 
application thereof occurring after the date that any lender becomes a Bank 
party to this Agreement, shall make it unlawful for such Bank to make or 
maintain Eurodollar Loans as contemplated by this Agreement, the commitment 
of such Bank hereunder to make Eurodollar Loans or to convert all or a 
portion of ABR Loans into Eurodollar Loans shall forthwith be cancelled and 
such Bank's Loans then outstanding as Eurodollar Loans, if any, shall, if 
required by law and if such Bank so requests, be converted automatically on 
the date specified by such Bank in such request to ABR Loans.  To the extent 
that such affected Eurodollar Loans are converted into ABR Loans, all 
payments of principal which would otherwise be applied to such Eurodollar 
Loans shall be applied instead to such Bank's ABR Loans.  The Company hereby 
agrees promptly to pay any Bank, upon its demand, any additional amounts 
necessary to compensate such Bank for any costs incurred by such Bank in 
making any conversion in accordance with this subsection 3.18 including, but 
not limited to, any interest or fees payable by such Bank to lenders of funds 
obtained by it in order to make or maintain its Eurodollar Loans hereunder 
(such Bank's notice of such costs, as certified to the Company through the 
Administrative Agent, to be conclusive absent manifest error).

         3.19 Requirements of Law. (a)  In the event that, at any time after 
the date hereof, the adoption of any Requirement of Law, or any change 
therein or in the interpretation or application thereof or compliance by any 
Bank with any request or directive (whether or not having the force of law) 
from any central bank or other Governmental Authority:

            (i)    does or shall subject any Bank to any tax of any kind 
    whatsoever with respect to this Agreement or any Eurodollar Loans made
    by it, or change the basis of taxation of payments to such Bank of
    principal, commitment fee, interest or any other amount payable hereunder
    (except for changes in the rate of tax on the overall net income of such
    Bank), it being understood and agreed that, in the case of a Non-U.S.
    Bank that does not comply with clause (A) of subsection 3.17(e), this 
    clause (i) shall apply only to the extent that it would have applied if
    such Non-U.S. Bank were able to comply with clause (A) of subsection 
    3.17(e);

                                       37

<PAGE>

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

            (iii)    does or shall impose on such Bank any other condition;

and the result of any of the foregoing is to increase the cost to such Bank 
of making, converting, renewing or maintaining advances or extensions of 
credit or to reduce any amount receivable hereunder, in each case, in respect 
of its Eurodollar Loans, then, in any such case, the Company shall promptly 
pay such Bank, on demand, any additional amounts necessary to compensate such 
Bank for such additional cost or reduced amount receivable which such Bank 
deems to be material as determined by such Bank with respect to such 
Eurodollar Loans, together with interest on each such amount from the date 
demanded until payment in full thereof at a rate per annum equal to the ABR. 
The Loans referred to in the last sentence of subsection 2.1(a) shall be 
entitled to the benefits of this subsection 3.19.

         (b) In the event that at any time after the date hereof, any Change 
in Law with respect to any Bank shall, in the opinion of such Bank, require 
that any Commitment of such Bank be treated as an asset or otherwise be 
included for purposes of calculating the appropriate amount of capital to be 
maintained by such Bank or any corporation controlling such Bank, and such 
Change in Law shall have the effect of reducing the rate of return on such 
Bank's or such corporation's capital, as the case may be, as a consequence of 
such Bank's obligations hereunder to a level below that which such Bank or 
such corporation, as the case may be, could have achieved but for such Change 
in Law (taking into account such Bank's or such corporation's policies, as 
the case may be, with respect to capital adequacy) by an amount deemed by 
such Bank to be material, then from time to time following notice by such 
Bank to the Company of such Change in Law as provided in paragraph (c) of 
this subsection 3.19, within 15 days after demand by such Bank, the Company 
shall pay to such Bank such additional amount or amounts as will compensate 
such Bank or such corporation, as the case may be, for such reduction.

         (c) A certificate submitted by such Bank, through the Administrative 
Agent, to the Company shall be conclusive in the absence of manifest error.  
The covenants contained in this subsection 3.19 shall survive the termination 
of this Agreement and payment of the outstanding Loans.

         (d) Notwithstanding any other provision of this subsection 3.19, no 
Bank shall demand compensation for any increased cost or reduction referred 
to above if it shall not at the time be the general policy or practice of 
such Bank to demand such compensation in similar circumstances under 
comparable provisions of other credit agreements. 

         3.20 Indemnity.  The Company agrees to indemnify each Bank and to 
hold such Bank harmless from any loss or expense which such Bank may sustain 
or incur as a consequence of (a) default by the Company in payment of the 
principal amount of or interest on any Eurodollar Loans or Absolute Rate Bid 
Loans of such Bank, including, but not limited to, any such loss or expense 
arising from interest or fees payable by such Bank to lenders of funds 
obtained by it in order to make or maintain its Eurodollar Loans or Absolute 
Rate Bid Loans 

                                       38

<PAGE>

hereunder, (b) default by the Company in making a borrowing of Eurodollar 
Loans or Absolute Rate Bid Loans after the Company has given a notice in 
accordance with subsection 2.10 or 3.1 or in making a conversion of ABR Loans 
to Eurodollar Loans after the Company has given notice in accordance with 
subsection 3.2, (c) default by the Company in making any prepayment of 
Eurodollar Loans or Absolute Rate Bid Loans after the Company has given a 
notice in accordance with subsection 3.4 or (d) a payment or prepayment of a 
Eurodollar Loan, Money Market Rate Loan or Absolute Rate Bid Loan or 
conversion of any Eurodollar Loan into an ABR Loan, in either case on a day 
which is not the last day of an Interest Period with respect thereto (or, 
with respect to a Money Market Rate Loan, the maturity date thereof), 
including, but not limited to, any such loss or expense arising from interest 
or fees payable by such Bank to lenders of funds obtained by it in order to 
maintain its Eurodollar Loans hereunder.  This covenant shall survive 
termination of this Agreement and payment of the outstanding Obligations.

         3.21 Repayment of Loans, Evidence of Debt.  (a)  The Company hereby 
unconditionally promises to pay (i) to the Administrative Agent for the 
account of each Bank the then unpaid principal amount of each Revolving 
Credit Loan on the Revolving Credit Termination Date, (ii) to the 
Administrative Agent for the account of each Bid Loan Lender the then unpaid 
principal amount of each Bid Loan on the Bid Loan Maturity Date applicable to 
such Bid Loan, and (iii) to the Administrative Agent for the account of the 
applicable Swing Line Bank the then unpaid principal amount of each Swing 
Line Loan on the Revolving Credit Termination Date (or such other date as 
required by subsection 2.10(a)). 

         (b)  Each Bank shall maintain in accordance with its usual practice 
an account or accounts evidencing the indebtedness of the Company to such 
Bank resulting from each Loan made and each Letter of Credit issued by such 
Bank, including the amounts of principal and interest payable and paid to 
such Bank from time to time hereunder.

         (c)  The Administrative Agent shall maintain accounts in which it 
shall record (i) the amount of each Extension of Credit made hereunder to the 
Company, the Class and Type thereof and the Interest Period applicable 
thereto, (ii) the amount of any principal or interest due and payable or to 
become due and payable from the Company to each Bank hereunder and (iii) the 
amount of any sum received by the Administrative Agent hereunder for the 
account of the Banks and each Bank's share thereof.

         (d)  The entries made in the accounts maintained pursuant to 
paragraphs (b) and (c) of this Section shall be prima facie evidence of the 
existence and amounts of the obligations recorded therein; provided that the 
failure of any Bank or the Administrative Agent to maintain such accounts or 
any error therein shall not in any manner affect the obligation of each 
Borrower to repay the Loans in accordance with the terms of this Agreement.

         (e)  Any Bank may request that Loans made by it be evidenced by a 
promissory note.  In such event, the Company shall prepare, execute and 
deliver to such Bank either (i) a promissory note payable to the order of 
such Bank or (ii) if requested by such Bank, a promissory note payable to 
such Bank and its registered assigns (a "Registered Form Note") and in each 
case in a form approved by the Administrative Agent.  Thereafter, the Loans 
evidenced by such promissory note and interest thereon shall at all times 
(including after assignment pursuant to Section 10.2) be represented by one 
or more promissory notes in such form payable to the order of the payee named 
therein or, if such promissory note is a Registered Form Note, to such payee 
and its registered assigns.  Registered Form Notes may not be exchanged for 

                                       39

<PAGE>

promissory notes that are not Registered Form Notes. A Registered Form Note 
and the Obligation(s) evidenced thereby may be assigned or otherwise 
transferred in whole or in part only by registration of such assignment or 
transfer of such Registered Form Note and the Obligation(s) evidenced thereby 
on the Register (and each Registered Form Note shall expressly so provide).  
Any assignment or transfer of all or part of such Obligation(s) and the 
Registered Form Note(s) evidencing the same shall be registered on the 
Register only upon surrender for registration of assignment or transfer of 
the Registered Form Note(s) evidencing such Obligation(s), duly endorsed by 
(or accompanied by a written instrument of assignment or transfer duly 
executed by) the holder thereof, and thereupon one or more new Registered 
Form Note(s) in the same aggregate principal amount shall be issued to the 
designated Assignee(s) and the old Registered Form Note shall be returned to 
the Company marked "cancelled".  No assignment of a Registered Form Note and 
the Obligation(s) evidenced thereby shall be effective unless it shall have 
been recorded in the Register by the Administrative Agent as provided in this 
subsection 3.21(e).

         3.22  Mitigation Obligations; Replacement of Banks. (a)  If any Bank 
requests compensation under subsection 3.11 or 3.19 or gives notice to the 
Company pursuant to subsection 3.18, or if the Company withholds any amounts 
from any payments made pursuant to this Agreement to any Non-U.S. Bank, then 
such Bank or Non-U.S. Bank, as the case may be, shall use reasonable efforts 
to designate a different lending office for funding or booking its Loans 
hereunder or to assign its rights and obligations hereunder to another of its 
offices, branches or affiliates, if, in the judgment of such Bank or Non-U.S. 
Bank, such designation or assignment (i) would eliminate or reduce amounts 
payable pursuant to subsection 3.11 or 3.19, make it no longer unlawful for 
such Bank to make or maintain Eurodollar Loans or eliminate the need to 
withhold any amounts from any payments made pursuant to the Agreement, as the 
case may be, in the future and (ii) would not subject such Bank to any 
unreimbursed cost or expense and would not otherwise be disadvantageous to 
such Bank.  The Company hereby agrees to pay all reasonable costs and 
expenses incurred by any Bank in connection with any such designation or 
assignment.

         (b)  If any Bank requests compensation under subsection 3.11 or 3.19 
or gives notice to the Company pursuant to subsection 3.18, or if the Company 
withholds any amounts from any payments made pursuant to this Agreement to 
any Non-U.S. Bank, or if any Bank defaults in its obligation to fund Loans 
hereunder, then the Company may, at its sole expense and effort, upon notice 
to such Bank or Non-U.S. Bank, as the case may be, and the Administrative 
Agent, either (i) reduce or terminate the Revolving Credit Commitment of such 
Bank or Non-U.S. Bank (and pay all amounts owed to such Bank or Non-U.S. Bank 
under this Agreement other than Bid Loans prior to the expiration of the 
Interest Periods therefor, unless such Bank or Non-U.S. Bank agrees to such 
payment) or (ii) require such Bank to assign and delegate, without recourse 
(in accordance with and subject to the restrictions contained in subsection 
10.6), all its interests, rights and obligations under this Agreement (other 
than any outstanding Bid Loans held by it) to an assignee that shall assume 
such obligations (which assignee may be another Bank, if such Bank accepts 
such assignment); provided that (A) the Company shall have received the prior 
written consent of the Administrative Agent (and, if a Revolving Credit 
Commitment is being assigned, the Issuing Bank and the Swing Line Bank), 
which consent shall not unreasonably be withheld, (B) such Bank shall have 
received payment of an amount equal to the outstanding principal of its Loans 
(other than Bid Loans) and participations in Letter of Credit and Swing Line 
Loans, accrued interest thereon, accrued fees and all other amounts payable 
to it hereunder, from the assignee (to the extent of such outstanding 
principal and accrued interest and

                                       40

<PAGE>

fees) or the Company (in the case of all other amounts) and (C) in the case 
of any such assignment resulting from a claim for compensation under 
subsection 3.11 or 3.19, a notice pursuant to subsection 3.18 or amounts 
withheld from any payments made pursuant to this Agreement to any Non-U.S. 
Bank, such assignment will result in a reduction in such compensation or 
withholding or result in an assignment to a Bank which may make or maintain 
Eurodollar Loans.  A Bank shall not be required to make any such assignment 
and delegation and the Company shall not be permitted to reduce or terminate 
the Revolving Credit Commitments of a Bank if, prior thereto, as a result of 
an irrevocable waiver by such Bank or otherwise, the circumstances entitling 
the Company to require such assignment and delegation or make such reduction 
or termination cease to apply. 

         (c) If any Bank becomes entitled to claim any additional amounts 
pursuant to subsection 3.11 or 3.19, it shall promptly notify the Company, 
through the Administrative Agent, of the event by reason of which it has 
become so entitled.  If any Bank has notified the Company through the 
Administrative Agent of any increased costs pursuant to paragraph (a) of this 
subsection 3.22, the Company at any time thereafter may, upon at least two 
Business Days' notice to the Administrative Agent, prepay or convert into ABR 
Loans all (but not a part) of the Eurodollar Loans then outstanding.

         (d) The Company's indemnification obligations under subsection 3.20 
shall apply to the transactions described in this subsection 3.22. 


         SECTION 4.     REPRESENTATIONS AND WARRANTIES

         In order to induce the Banks to enter into this Agreement and to 
continue and make the Loans and to induce the Issuing Banks to issue, and the 
Participating Banks to participate in, the Letters of Credit, the Company 
hereby represents and warrants to each Bank, each Co-Agent and the 
Administrative Agent, on and as of the Closing Date and, other than with 
respect to subsection 4.2, on the date each Loan is made or Letter of Credit 
is issued thereafter, that:

         4.1 Financial Condition. (a)  (i)  The audited combined balance 
sheet of the Cable Manufacturing Business at each of December 31, 1995 and 
December 31, 1996 and the combined statements of operations, divisional net 
equity and cash flows for each of the fiscal years ending December 31, 1994, 
December 31, 1995 and December 31, 1996, reported on by Deloitte & Touche 
LLP, and (ii) the unaudited combined balance sheet of the Cable Manufacturing 
Business at March 31, 1997 and the related combined statements of operations, 
divisional net equity and cash flows for the fiscal quarter ending March 31, 
1997, certified as complete and correct and prepared in accordance with GAAP 
(subject to normal year-end adjustments) by the chief financial officer of 
the Company, copies of each of which have heretofore been furnished to each 
Bank, are complete and correct and present fairly (except, with respect to 
interim statements, for normal year-end adjustments) the combined financial 
position of the Cable Manufacturing Business as at such dates, and the 
combined results of operations and cash flows for the fiscal periods then 
ended and, in the case of the statements referred to in the foregoing clause 
(ii), the portion of the fiscal year through such date.  All such financial 
statements, including the related schedules and notes thereto, have been 
prepared in accordance with GAAP applied consistently throughout the periods 
involved (except, with respect to interim statements, for normal year-end 
adjustments and that such interim statements may be condensed 

                                       41

<PAGE>

and exclude detailed footnote disclosure and except as concurred in by such 
accountants or such chief financial officer, as the case may be, and as 
disclosed therein).  

         (b) The unaudited pro forma combined balance sheet of the Cable 
Manufacturing Business at March 31, 1997 (including the notes thereto) (the 
"Pro Forma Balance Sheet"), and the related combined statements of operations 
for the fiscal year ending December 31, 1996 and the fiscal quarter ended 
March 31, 1997 (the "Pro Forma Statements of Operations"), copies of which 
have heretofore been furnished to each Bank, have been prepared based upon 
the combined balance sheet of the Cable Manufacturing Business as of March 
31, 1997 and the combined statements of operations for the fiscal year ended 
December 31, 1996 and the fiscal quarter ended March 31, 1997, respectively, 
assuming that the Spin-Off occurred on January 1, 1996 and January 1, 1997, 
respectively, and do not purport to represent what the financial position 
actually would have been had the Spin-Off occurred on January 1, 1996 or 
January 1, 1997, as the case may be, or to project the financial position of 
the Cable Manufacturing Business for any future date.  The Pro Forma Balance 
Sheet presents fairly on a pro forma basis the combined financial position of 
the Cable Manufacturing Business at March 31, 1997, and the Pro Forma 
Statements of Operations present fairly on a pro forma basis the combined 
operating results of the Cable Manufacturing Business for the respective 
fiscal periods covered thereby, in each case assuming that the events and 
assumptions specified in the preceding sentence had actually occurred or are 
true, as the case may be, on March 31, 1997 or for the respective periods 
covered by the Pro Forma Statements of Operations, as the case may be (except 
(i) for changes in such financial position which are not materially adverse 
to the financial position of the Cable Manufacturing Business, and (ii) as 
provided in the notes thereto). The unaudited pro forma adjustments are based 
upon currently available information and certain assumptions that the 
management of the Cable Manufacturing Business believes to be reasonable.  As 
of the date of the Pro Forma Balance Sheet, the Cable Manufacturing Business 
had no material obligation, contingent or otherwise, which was not reflected 
therein or in the notes thereto and which would have a material adverse 
effect on the business, financial condition, assets, liabilities, net assets, 
properties, results of operations, value or prospects of Holdings and its 
Subsidiaries taken as a whole (other than the Excluded Litigation, as to 
which no representation is made).

         4.2 No Material Change.  Since June 13, 1997 (a) there has been no 
occurrence (other than the Excluded Litigation as to which no representation 
is made in this subsection 4.2) which has had a material adverse effect on 
the business, financial condition, properties, results of operations, value 
or prospects of the Company and its Subsidiaries taken as a whole, and (b) 
other than as disclosed in any financial statements delivered hereunder 
pursuant to subsection 6.1, neither the Company nor any of its Subsidiaries 
has, since December 31, 1996, incurred any material obligation, contingent or 
otherwise (other than in connection with the Excluded Litigation, as to which 
no representation is made in this subsection 4.2), which has had a material 
adverse effect on the business, financial condition, properties, results of 
operations, value or prospects of the Company and its Subsidiaries taken as a 
whole.

         4.3 Corporate Existence; Compliance with Law.  Each Credit Party and 
its Subsidiaries (a) is a corporation duly organized, validly existing and in 
good standing under the laws of the jurisdiction of its incorporation, (b) 
has the corporate power and authority and the legal right to own and operate 
its property, to lease the property it operates and to conduct the business 
in which it is currently engaged, except to the extent that the failure to 
possess such corporate power and authority and such legal right would not, in 
the aggregate, have a material adverse effect on the business, financial 
condition, properties, results of operations, value or

                                       42

<PAGE>

prospects of the Company and its Subsidiaries taken as a whole, (c) is duly 
qualified as a foreign corporation and in good standing under the laws of 
each jurisdiction where its ownership, lease or operation of property or the 
conduct of its business requires such qualification, except where the failure 
to be so qualified would not have a material adverse effect on the business, 
financial condition, properties, results of operations, value or prospects of 
the Company and its Subsidiaries taken as a whole and (d) is in compliance 
with all Requirements of Law (including, without limitation, the 
Comprehensive Environmental Response, Compensation and Liability Act, any 
so-called "Superfund" or "Superlien" law, or any applicable federal, state, 
local or other statute, law, ordinance, code, rule, regulation, order or 
decree regulating, relating to, or imposing liability or standards of conduct 
concerning, any Hazardous Materials), except to the extent that the failure 
to comply therewith would not, in the aggregate, have a material adverse 
effect on the business, financial condition, properties, results of 
operations, value or prospects of the Company and its Subsidiaries taken as a 
whole.

         4.4 Corporate Power; Authorization.  Each Credit Party has the 
corporate power and authority and the legal right to make, deliver and 
perform the Credit Documents to which it is a party; and the Company has the 
corporate power and authority and legal right to borrow hereunder and to have 
Letters of Credit issued for its account hereunder.  Each Credit Party has 
taken all necessary corporate action to authorize the execution, delivery and 
performance of the Credit Documents to which it is a party and, in case of 
the Company, to authorize the borrowings hereunder and the issuance of 
Letters of Credit for its account hereunder. No consent or authorization of, 
or filing with, any Person (including, without limitation, any Governmental 
Authority) is required in connection with the execution, delivery or 
performance by any Credit Party, or the validity or enforceability against 
any Credit Party, of any Credit Document to the extent that it is a party 
thereto, or the guarantee of the Obligations pursuant to the Guarantees.

         4.5 Enforceable Obligations.  Each of the Credit Documents has been 
duly executed and delivered on behalf of each Credit Party which is a party 
thereto and each of such Credit Documents constitutes the legal, valid and 
binding obligation of such Credit Party, enforceable against such Credit 
Party in accordance with its terms, except as such enforceability may be 
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or 
similar laws affecting creditors' rights generally and by general principles 
of equity (regardless of whether enforcement is sought in a proceeding in 
equity or at law).

         4.6 No Legal Bar.  The performance of each Credit Document, the 
guarantee of the Obligations pursuant to the Guarantees and the use of the 
proceeds of the Loans and of drawings under the Letters of Credit will not 
violate any Requirement of Law or any Contractual Obligation applicable to or 
binding upon any Credit Party, any of its Subsidiaries or any of its 
properties or assets, which violations, individually or in the aggregate, 
would have a material adverse effect on the ability of such Credit Party to 
perform its obligations under the Credit Documents to the extent that it is a 
party thereto, or which would give rise to any liability on the part of the 
Administrative Agent, any Co-Agent or any Bank, or which would have a 
material adverse effect on the business, financial condition, properties, 
results of operations, value or prospects of the Company and its Subsidiaries 
taken as a whole, and will not result in the creation or imposition (or the 
obligation to create or impose) of any Lien on any of its or their respective 
properties or assets pursuant to any Requirement of Law applicable to it or 
them, as the case may be, or any of its or their Contractual Obligations.

         4.7 No Material Litigation.  No litigation, investigation
known to the Company or

                                       43

<PAGE>

proceeding of or by any Governmental Authority or any other Person is pending 
against any Credit Party or any of its Subsidiaries, (a) with respect to the 
validity, binding effect or enforceability of any Credit Document or with 
respect to the Loans made hereunder, the use of proceeds thereof or of any 
drawings under a Letter of Credit and the other transactions contemplated 
hereby or thereby, or (b) except for the Excluded Litigation (as to which no 
representation is made in this subsection 4.7), which would have a material 
adverse effect on the business, financial condition, properties, results of 
operations, value or prospects of the Company and its Subsidiaries taken as a 
whole.

         4.8 Investment Company Act.  Neither any Credit Party nor any of its 
Subsidiaries is an "investment company" or a company "controlled" by an 
"investment company" (as each of the quoted terms is defined or used in the 
Investment Company Act of 1940, as amended).

         4.9 Federal Regulation.  No part of the proceeds of any of the Loans 
or any drawing under a Letter of Credit will be used for any purpose which 
violates, or which would be inconsistent with, the provisions of Regulation 
G, T, U or X of the Board.  Neither the Company nor any of its Subsidiaries 
is engaged or will engage, principally or as one of its important activities, 
in the business of extending credit for the purpose of "purchasing" or 
"carrying" any "margin stock" within the respective meanings of each of the 
quoted terms under said Regulation U. 

         4.10 No Default.  Neither the Company nor any of its Subsidiaries is 
in default in the payment or performance of any of its or their Contractual 
Obligations in any respect which would be materially adverse to the business, 
financial condition, properties, results of operations, value or prospects of 
the Company and its Subsidiaries taken as a whole.  Neither the Company nor 
any of its Subsidiaries is in default under any order, award or decree of any 
Governmental Authority or arbitrator binding upon or affecting it or them or 
by which any of its or their properties or assets may be bound or affected in 
any respect which would be materially adverse to the business, financial 
condition, properties, results of operations, value or prospects of the 
Company and its Subsidiaries taken as a whole, and no such order, award or 
decree would materially adversely affect the ability of the Company and its 
Subsidiaries taken as a whole to carry on their businesses as presently 
conducted or the ability of any Credit Party to perform its obligations under 
any Credit Document.

         4.11 No Burdensome Restrictions.  Neither the Company nor any of its 
Subsidiaries is a party to or is bound by any Contractual Obligation or 
subject to any Requirement of Law or other corporate restriction which 
materially and adversely affects the business, financial condition, 
properties, results of operations, value or prospects of the Company and its 
Subsidiaries taken as a whole.

                                       44
<PAGE>

         4.12 Taxes.  Each of the Company and its Subsidiaries has filed or 
caused to be filed or has timely requested an extension to file or has 
received an approved extension to file all tax returns which, to the 
knowledge of the Company, are required to have been filed, and has paid all 
taxes shown to be due and payable on said returns or extension requests or on 
any assessments made against it or any of its property and all other taxes, 
fees or other charges imposed on it or any of its property by any 
Governmental Authority (other than those the amount or validity of which is 
currently being contested in good faith by appropriate proceedings and with 
respect to which reserves in conformity with GAAP have been provided in the 
books of the Company or its Subsidiaries, as the case may be), except any 
such filings or taxes, fees or charges, the making of or the payment of 
which, or the failure to make or pay, would not materially adversely affect 
the business, financial condition, properties, results of operations, value 
or prospects of the Company and its Subsidiaries taken as a whole; and, to 
the knowledge of the Company, no claims are being asserted with respect to 
any such taxes, fees or other charges (other than those the amount or 
validity of which is currently being contested in good faith by appropriate 
proceedings and with respect to which reserves in conformity with GAAP have 
been provided in the books of the Company or its Subsidiaries, as the case 
may be), except as to any such taxes, fees or other charges, the payment of 
which, or the failure to pay, would not materially adversely affect the 
business, financial condition, properties, results of operations, value or 
prospects of the Company and its Subsidiaries taken as a whole.

         4.13 Subsidiaries.  The Subsidiaries of the Company listed on 
Schedule III constitute all of the Domestic Subsidiaries of the Company and 
the Subsidiaries listed on Schedule IV constitute all of the Foreign 
Subsidiaries of the Company as of the Closing Date.  The Company has no 
Material Subsidiaries on the Closing Date.

         4.14 Ownership of Property; Liens.  The Company and each of its 
Subsidiaries has good and marketable title to, or valid and subsisting 
leasehold interests in, all its respective material real property, and good 
title to all its respective material other property, and none of such 
property is subject, except as permitted hereunder, to any Lien (including, 
without limitation, Federal, state and other tax liens).

         4.15 ERISA.  No "prohibited transaction" (as defined in Section 406 
of ERISA or Section 4975 of the Code) or "accumulated funding deficiency" (as 
defined in Section 302 of ERISA) or Reportable Event (other than a Reportable 
Event with respect to which the 30-day notice requirement under Section 4043 
of ERISA has been waived or which occurs by reason of the Spin-Off 
Transactions) has occurred during the five years preceding each date on which 
this representation is made or deemed made with respect to any Plan in any 
case the consequences of which would be materially adverse to the business, 
financial condition, properties, results of operations, value or prospects of 
the Company and its Subsidiaries taken as a whole.  The present value of all 
accrued benefits under each Single Employer Plan maintained by the Company or 
a Commonly Controlled Entity (based on those assumptions used to fund such 
Plan) did not, as of the most recent annual valuation date in respect of each 
such Plan, exceed the fair market value of the assets of the Plan (including 
for these purposes accrued but unpaid contributions) allocable to such 
benefits by an amount that would be materially adverse to the business, 
financial condition, properties, results of operations, value or prospects of 
the Company and its Subsidiaries taken as a whole.  The liability to which 
the Company or any Commonly Controlled Entity would become subject under 
ERISA if the Company or any such Commonly Controlled Entity were to withdraw 
completely from all Multiemployer Plans as of the valuation date most 

                                       45

<PAGE>

closely preceding the date hereof would not be materially adverse to the 
business, financial condition, properties, results of operations, value or 
prospects of the Company and its Subsidiaries taken as a whole.  To the 
Company's knowledge, no Multiemployer Plan is either in Reorganization or 
Insolvent in any case the consequences of which would be materially adverse 
to the business, financial condition, properties, results of operations, 
value or prospects of the Company and its Subsidiaries taken as a whole.

         4.16 Accuracy of Disclosure.  All written information, other than 
financial projections, which has been made available to the Administrative 
Agent or the Banks by the Company or any of its representatives and all other 
information which has been made available to the Administrative Agent or the 
Banks by any officers of the Company and its Subsidiaries is complete and 
correct in all material respects and does not contain any untrue statement of 
a material fact or omit to state a material fact necessary in order to make 
the statements contained therein not materially misleading.  The financial 
projections that have been made available to the Administrative Agent and the 
Banks by the Company or any of its representatives have been prepared in good 
faith based upon reasonable assumptions.

         4.17 Intellectual Property.  The Company and each of its 
Subsidiaries owns, or is licensed to use, all trademarks, tradenames, 
copyrights, technology, know-how and processes necessary for the conduct of 
its business as currently conducted except for those the failure to own or 
license which would not have any reasonable likelihood of having a material 
adverse effect on the business, operations, property, condition (financial or 
otherwise) or prospects of the Company and its Subsidiaries, taken as a whole.

         SECTION 5.     CONDITIONS PRECEDENT

         5.1 Conditions to Effectiveness of this Agreement.  The 
effectiveness of this Agreement is subject to the satisfaction, or waiver by 
each Bank (or, in the case of the conditions specified in subsections 5.1(b), 
(c), (e) and (i), waiver by the Administrative Agent), immediately prior to 
or concurrently with the effectiveness of this Agreement, of the following 
conditions precedent on or prior to August 31, 1997 (the date of 
effectiveness, the "Effective Date"):

         (a) Agreement; Holdings Guarantee.  The Administrative Agent shall 
    have received (i) this Agreement, executed and delivered by a duly 
    authorized officer of each of the Company, the Banks, the Co-Agents and 
    the Administrative Agent and (ii) the Holdings Guarantee, executed and 
    delivered by a duly authorized officer of Holdings.

         (b) Legal Opinions.  The Administrative Agent shall have received, 
    addressed to the Administrative Agent, the Co-Agents and the Banks, (i) 
    an opinion of Fried, Frank, Harris, Shriver & Jacobson, special counsel 
    to Holdings and the Company, dated the Effective Date, substantially in 
    the form of Exhibit E-1 hereto with such changes thereto as may be 
    approved by and otherwise in form and substance satisfactory to the 
    Administrative Agent and its counsel, and (ii) an opinion of Frank B. 
    Wyatt II, Esq., General Counsel to the Company, dated the Effective Date, 
    substantially in the form of Exhibit E-2 hereto with such changes thereto 
    as may be approved by and otherwise in form and substance satisfactory to 
    the Administrative Agent and its counsel.  Such opinions shall also cover 
    such other matters incident to the transactions contemplated by this 
    Agreement as the 

                                       46

<PAGE>

    Administrative Agent shall reasonably require.

         (c) Closing Certificates.  The Administrative Agent shall have 
    received a Closing Certificate of Holdings and the Company, each dated 
    the Effective Date, substantially in the form of Exhibits F-1 and F-2 
    hereto, respectively, with appropriate insertions and attachments, 
    satisfactory in form and substance to the Administrative Agent and its 
    counsel, executed by the President or any Vice President and the 
    Secretary or any Assistant Secretary of Holdings and the Company, 
    respectively. 

         (d) No Violation.  The consummation of the transactions contemplated 
    hereby shall not contravene, violate or conflict with, nor involve any 
    Bank in a violation of, any Requirement of Law, except for violations not 
    involving any Bank and which would not have a material adverse effect on 
    the business, financial condition, properties, results of operations, 
    value or prospects of the Company and its Subsidiaries taken as a whole.

         (e) Consents, Authorizations, and Filings, etc.  The Administrative 
    Agent shall have received copies of all consents, authorizations and 
    filings, if any, required in connection with the execution, delivery and 
    performance by each Credit Party, and the validity and enforceability 
    against each Credit Party, of the Credit Documents to which it is a 
    party, and such consents, authorizations and filings shall be in full 
    force and effect, except such consents, authorizations and filings, 
    including, without limitation, the consents, authorizations and filings 
    listed on Schedule V, the failure to obtain which would not have a 
    material adverse effect on the business, financial condition, properties, 
    results of operations, value or prospects of the Credit Parties and their 
    Subsidiaries taken as a whole.

         (f) No Legal Constraints.  There shall be no inquiry, injunction, 
    restraining order, action, suit or proceeding pending or entered or any 
    statute or rule proposed, enacted or promulgated by any Governmental 
    Authority or any other Person, which, in the opinion of the 
    Administrative Agent (i) would have a material adverse effect on the 
    making of the Loans or the issuance of the Letters of Credit or the 
    Spin-Off or (ii) other than the Excluded Litigation, has or will have a 
    material adverse effect on the business, financial condition, properties, 
    results of operations, value or prospects of the Credit Parties and their 
    Subsidiaries taken as a whole or (iii) would give rise to any liability 
    on the part of any Bank, the Administrative Agent or any Co-Agent in 
    connection with this Agreement, any other Credit Document or the 
    transactions contemplated hereby or thereby or (iv) would bar the making 
    of the Loans, the issuance of the Letters of Credit or the use of the 
    proceeds thereof in accordance with the terms of this Agreement.

         (g) Absence of Certain Legal Developments.  There shall have been no 
    development in any action, suit or proceeding which, in any such case in 
    the opinion of the Administrative Agent, (i) would have a material 
    adverse effect on the making of the Loans or the issuance of the Letters 
    of Credit or (ii) (A) except for the Excluded Litigation, has or will 
    have a material adverse effect on the business, financial condition, 
    properties, results of operations, value or prospects of the Credit 
    Parties and their Subsidiaries taken as a whole or (B) would give rise to 
    any 

                                       47

<PAGE>

    liability on the part of any Bank, the Administrative Agent or any 
    Co-Agent in connection with this Agreement, any other Credit Document or 
    the transactions contemplated hereby or thereby.

         (h) Events of Default Under Other Agreements.  There shall exist no 
    event of default (or condition which would constitute an event of default 
    with the giving of notice or the passage of time) under any capital 
    stock, financing agreements, lease agreements or other contracts of the 
    Company or its Subsidiaries which default would have a material adverse 
    effect on business, financial condition, properties, results of 
    operations, value or prospects of the Company and its Subsidiaries taken 
    as a whole.

         (i) Related Agreements.  The Administrative Agent shall have 
    received each additional document, instrument or piece of information 
    reasonably requested by the Banks, including, without limitation, a copy 
    of any debt instrument, security agreement or other material contract to 
    which any Credit Party or their Subsidiaries may be a party.

         (j) Financial Statements.  The Administrative Agent shall have 
    received a copy of the financial statements referred to in subsection 
    4.1(a) and (b), with a photocopy thereof for each Bank, which shall be 
    satisfactory in form and substance to the Administrative Agent.

         (k) Business Plan.  The Banks shall have received a satisfactory 
    business plan for the 1997 through 1999 fiscal years of the Company and a 
    reasonably satisfactory written analysis of the business and prospects of 
    the Company and its subsidiaries for the period from the Closing Date 
    through the Revolving Credit Termination Date.  The Banks acknowledge 
    that they have received such business plan and analysis and that this 
    condition is satisfied.

         (l) Additional Matters.  All other documents and legal matters in 
    connection with the transactions contemplated by this Agreement shall be 
    satisfactory in form and substance to the Administrative Agent and its 
    counsel.

         5.2 Conditions to Initial Loans and Letters of Credit.  The 
obligation of each Bank to make its initial Loans and the obligation of each 
Issuing Bank to issue its initial Letter of Credit are subject to the 
satisfaction, or waiver by each Bank, immediately prior to or concurrently 
with the making of such Loans or the issuance of such Letter of Credit, as 
the case may be, of the following conditions precedent on or prior to 
November 30, 1997 (the date of the initial Extensions of Credit, the "Closing 
Date"):

     (a) Effective Date.  The conditions set forth in subsection 5.1 shall 
    have been satisfied or waived in accordance with the terms hereof. 

     (b) Spin-Off.  (i)  The Spin-Off Transactions that are scheduled to 
    occur under the Spin-Off Documents on or prior to the Closing Date shall 
    have been consummated in all material respects, and the conditions 
    precedent scheduled to occur under the Spin-Off Documents on or prior to 
    the Closing Date shall have been consummated in all material respects, 
    and the S-4 Filing and the Spin-Off 

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<PAGE>

    Documents on or prior to the Closing Date shall not have been amended in 
    any material respect without the consent of the Administrative Agent.

         (ii)  The rulings received by GI Holdings from the Internal Revenue 
    Service, to the effect that the Spin-Off will be tax-free for federal 
    income tax purposes to GI Holdings, NextLevel, CommScope and their 
    respective Subsidiaries and to the stockholders of GI Holdings, shall be 
    in full force and effect.

     (c) Fees.  The Administrative Agent shall have received for the account 
    of the Banks, or for its own account, as the case may be, all fees 
    (including the fees referred to in subsection 3.9) payable to the Banks 
    and the Administrative Agent on or prior to the Closing Date.

         5.3 Conditions to All Loans and Letters of Credit.  The obligation 
of each Bank to make any Loan (other than any Revolving Credit Loan the 
proceeds of which are to be used to repay Refunded Swing Line Loans or a Loan 
that does not increase the aggregate outstanding principal amount of the 
Loans of any Bank) and the obligation of each Issuing Bank to issue any 
Letter of Credit (other than any Letter of Credit which is an extension, 
renewal or replacement of an existing Letter of Credit and which does not 
increase the face amount thereof) is subject to the satisfaction of the 
following conditions precedent on the relevant Borrowing Date:

         (a) Representations and Warranties.  If such Loan is made (and/or 
    Letter of Credit issued) on the Closing Date, each of the representations 
    and warranties made in or pursuant to Section 4, or which are contained 
    in any other Credit Document or any certificate, document or financial or 
    other statement furnished by or on behalf of Holdings, the Company or any 
    Subsidiary thereof, at any time under or in connection herewith, shall be 
    true and correct in all material respects on and as of the Closing Date 
    as if made on and as of the Closing Date (unless stated to relate to a 
    specific earlier date, in which case such representations and warranties 
    shall be true and correct in all material respects as of such earlier 
    date).  If such Loan is made (and/or Letter of Credit issued) subsequent 
    to the Closing Date, each of the representations and warranties made in 
    or pursuant to Section 4 (excluding the representations made pursuant to 
    subsection 4.2 which shall be made only on the Closing Date) or which are 
    contained in any other Credit Document or in any certificate, document or 
    financial or other statement furnished by or on behalf of Holdings, the 
    Company or any Subsidiary thereof shall be true and correct in all 
    material respects on and as of the date of such Loan (or Letter of 
    Credit) as if made on and as of such date (unless stated to relate to a 
    specific earlier date, in which case, such representations and warranties 
    shall be true and correct in all material respects as of such earlier 
    date).

         (b) No Default or Event of Default.   No Default or Event of Default 
    shall have occurred and be continuing on such date or after giving effect 
    to the Loan to be made or the Letter of Credit to be issued on such 
    Borrowing Date.

         Each borrowing by the Company hereunder and the issuance of each 
Letter of Credit by each Issuing Bank hereunder shall constitute a 
representation and warranty by the Company as of the date of such borrowing 
or issuance that the conditions in this subsection 5.3 have been satisfied.

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<PAGE>

         SECTION 6.     AFFIRMATIVE COVENANTS

         The Company hereby agrees that, so long as the Commitments remain in 
effect, any Loan, or Revolving L/C Obligation remains outstanding and unpaid, 
any amount remains available to be drawn under any Letter of Credit or any 
other amount is owing to any Bank, any Co-Agent, any Issuing Bank, or the 
Administrative Agent hereunder, it shall, and, in the case of the agreements 
contained in subsections 6.3, 6.4, 6.5, 6.6 and 6.8 cause each of its 
Subsidiaries to:

         6.1 Financial Statements.  Furnish to the Administrative Agent (with 
sufficient copies for each Bank):

         (a) as soon as available, but in any event within 90 days after the 
    end of each fiscal year of Holdings, a copy of the consolidated balance 
    sheet of Holdings and its consolidated Subsidiaries as at the end of such 
    year and the related consolidated statements of operations, stockholders' 
    equity and cash flows for such year, setting forth in each case in 
    comparative form the figures for the previous year, reported on without a 
    "going concern" or like qualification or exception, or qualification 
    arising out of the scope of the audit, by Deloitte & Touche LLP or other 
    independent certified public accountants of nationally recognized 
    standing;

         (b) as soon as available, but in any event not later than 45 days 
    after the end of each of the first three quarterly periods of each fiscal 
    year of Holdings, the unaudited consolidated balance sheet of Holdings 
    and its consolidated Subsidiaries as at the end of such quarter, the 
    related unaudited consolidated statements of stockholders' equity and 
    cash flows of Holdings and its consolidated Subsidiaries from the 
    beginning of such fiscal year through the end of such quarter and the 
    related unaudited consolidated statements of operations of Holdings and 
    its consolidated Subsidiaries for such quarter, setting forth in each 
    case in comparative form the figures for the previous year, certified by 
    a Responsible Officer as being fairly stated in all material respects 
    (subject to normal year-end audit adjustments); and 
    
         (c) as soon as available, but in any event within 90 days after the 
    beginning of each fiscal year of Holdings to which such budget relates, 
    and a consolidated operating budget for Holdings and its Subsidiaries 
    taken as a whole, in each case as adopted by the Board of Directors of 
    Holdings.

All financial statements shall be complete and correct in all material 
respects (subject, in the case of interim statements, to normal year-end 
audit adjustments) and shall be prepared in reasonable detail (except that 
interim statements may be condensed and may exclude detailed footnote 
disclosure to the extent consistent with the rules and regulations of the 
Securities and Exchange Commission relating to the presentation of financial 
information in Quarterly Reports on Form 10-Q) and in accordance with GAAP 
applied consistently throughout the periods reflected therein and with prior 
periods (except as concurred in by such accountants or officer, as the case 
may be, and disclosed therein and except that interim financial statements 
need not be restated for changes in accounting principles which require 
retroactive application, and operations which have been discontinued (as 
defined in Accounting Principles Board Opinion No. 30) during the 

                                       50

<PAGE>

current year need not be shown in interim financial statements as such either 
for the current period or comparable prior period), provided that if for any 
reason whatsoever the unaudited consolidated balance sheet of Holdings and 
its consolidated Subsidiaries and the related unaudited consolidated 
statements of operations, stockholders' equity and cash flows for such 
quarter would be materially different than the unaudited consolidated balance 
sheet of the Company and its consolidated Subsidiaries and the related 
unaudited consolidated statements of operations, stockholders' equity and 
cash flows for such quarter, then the Company shall also provide, as soon as 
available, but in any event not later than 45 days after the end of each of 
the first three quarterly periods of each fiscal year of the Company, the 
unaudited consolidated balance sheet of the Company and its consolidated 
statements of operations, stockholders' equity and cash flows of the Company 
and its consolidated Subsidiaries for such quarter and the portion of the 
fiscal year through the end of such quarter, setting forth in each case in 
comparative form the figures for the previous year, certified by a 
Responsible Officer as being fairly stated in all material respects (subject 
to normal year-end audit adjustments);

 In the event Holdings changes its accounting methods because of changes in 
GAAP, or any change in GAAP occurs which increases or diminishes the 
protection and coverage afforded to the Banks under current GAAP accounting 
methods, the Company or the Administrative Agent, as the case may be, may 
request of the other parties to this Agreement an amendment of the financial 
covenants contained in this Agreement to reflect such changes in GAAP and to 
provide the Banks with protection and coverage equivalent to that existing 
prior to such changes in accounting methods or GAAP, and each of the Company, 
the Administrative Agent, the Co-Agents and the Banks agree to consider such 
request in good faith.

         6.2 Certificates; Other Information.  Furnish to the Administrative 
Agent (with sufficient copies for each Bank other than reports listed in 
subsection 6.2(c) which shall be made available by the Administrative Agent 
to any Bank upon request):

         (a) concurrently with the delivery of the consolidated financial 
    statements referred to in subsection 6.1(a), a letter from the 
    independent certified public accountants reporting on such financial 
    statements (i) stating that their audit examination has included a review 
    of the terms of subsections 7.3(b), 7.7, 7.8 and 7.9 of this Agreement 
    and any definitions set forth in this Agreement relating thereto, in each 
    case as they relate to accounting matters, and (ii) stating whether, in 
    connection with their audit examination, any condition or event that 
    constitutes any Default or Event of Default has come to their attention 
    and, if such a condition or event has come to their attention, specifying 
    the nature and period of existence thereof; provided that such 
    accountants shall not be liable by reason of any failure to obtain 
    knowledge of any such Default or Event of Default that would not be 
    disclosed in the course of their audit examination;

         (b) concurrently with the delivery of the financial statements 
    referred to in subsections 6.1(a) and (b), a certificate of the chief 
    financial officer of the Company (i) stating that such officer has 
    obtained no knowledge of any Default or Event of Default except as 
    specified in such certificate; (ii) showing in detail as of the end of 
    the related fiscal period the figures and calculations supporting such 
    statement in respect of clause (b) of subsection 7.3, clause (i) of 
    subsection 7.2, clause (f) of subsection 7.15 and subsections 7.7, 7.8, 
    and 7.9; (iii) showing in detail as of the end of the related fiscal 
    period the Leverage Ratio as of the end of such fiscal period and the 
    calculations supporting such statement and stating the Applicable Margin 
    payable as a result of such 

                                     51

<PAGE>

    Leverage Ratio; (iv) if not specified in the financial statements 
    delivered pursuant to subsection 6.1, specifying the aggregate amount of 
    interest paid or accrued by Holdings, the Company and their respective 
    Subsidiaries, and the aggregate amount of depreciation, depletion and 
    amortization charged on the books of Holdings and its Subsidiaries, 
    during such accounting period; and (v) listing all Indebtedness for 
    borrowed money (other than Indebtedness hereunder) in each case incurred 
    since the date of the previous consolidated balance sheet of Holdings 
    delivered pursuant to subsection 6.1(a) or (b); 

         (c) promptly upon receipt thereof, copies of all final reports 
    submitted to  Holdings and the Company by independent certified public 
    accountants in connection with each annual, interim or special audit of 
    the books of Holdings and the Company made by such accountants, 
    including, without limitation, any final comment letter submitted by such 
    accountants to management in connection with their annual audit;

         (d) promptly upon their becoming available, copies of all financial 
    statements, reports, notices and proxy statements sent or made available 
    generally by Holdings, the Company or any of their respective 
    Subsidiaries and all regular and periodic reports and all final 
    registration statements and final prospectuses, if any, filed by the 
    Company or any of its Subsidiaries with any securities exchange or with 
    the Securities and Exchange Commission or any Governmental Authority 
    succeeding to any of its functions;

         (e) concurrently with the delivery of the financial statements 
    referred to in subsections 6.1(a) and (b), a management summary 
    describing and analyzing the performance of Holdings, the Company and 
    their respective Subsidiaries during the periods covered by such 
    financial statements to the extent not included in the reports filed by 
    Holdings with the Securities and Exchange Commission which are delivered 
    to the Banks; and

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

         6.3 Payment of Obligations.  Pay, discharge or otherwise satisfy at 
or before maturity or before they become delinquent, as the case may be, all 
of its obligations and liabilities of whatever nature, except (a) when the 
amount or validity thereof is currently being contested in good faith by 
appropriate proceedings and reserves in conformity with GAAP with respect 
thereto have been provided on the books of the Company or any of its 
Subsidiaries, as the case may be, (b) for delinquent obligations which do not 
have a material adverse effect on the business, financial condition, 
properties, results of operations, value or prospects of the Company and its 
Subsidiaries taken as a whole and (c) for trade and other accounts payable in 
the ordinary course of business in accordance with customary trade terms and 
which are not overdue for a period of more than 90 days (or any longer period 
if longer payment terms are accepted in the ordinary course of business) or, 
if overdue for more than 90 days (or such longer period), as to which a 
dispute exists and adequate reserves in conformity with GAAP have been 
established on the books of the Company and its Subsidiaries, as the case may 
be.

         6.4 Conduct of Business and Maintenance of Existence. Continue to 
engage in business of the same general type as now conducted by it, and 
preserve, renew and keep in full force and effect its corporate existence and 
take all reasonable action to maintain all rights, privileges and franchises 
necessary or desirable in the normal conduct of its business except for 

                                52

<PAGE>

rights, privileges and franchises the loss of which would not in the 
aggregate have a material adverse effect on the business, financial 
condition, properties, results of operations, value or prospects of the 
Company and its Subsidiaries taken as a whole, and except as otherwise 
permitted by subsections 7.4 and 7.5; and comply with all applicable 
Requirements of Law except to the extent that the failure to comply therewith 
would not, in the aggregate, have a material adverse effect on the business, 
financial condition, properties, results of operations, value or prospects of 
the Company and its Subsidiaries taken as a whole.

         6.5 Maintenance of Property; Insurance.  (a)  Keep all property 
useful and necessary in its business in good working order and condition 
(ordinary wear and tear excepted); and

         (b)  Maintain with financially sound and reputable insurance 
companies insurance on all its property in at least such amounts and with 
only such deductibles as are usually maintained by, and against at least such 
risks as are usually insured against in the same general area by, companies 
engaged in the same or a similar business; provided that the Company may 
implement programs of self insurance in the ordinary course of business and 
in accordance with industry standards for a company of similar size so long 
as reserves are maintained in accordance with GAAP for the liabilities 
associated therewith.

         6.6 Inspection of Property; Books and Records; Discussions. Keep 
proper books of record and account in which full, true and correct entries 
are made of all dealings and transactions in relation to its business and 
activities in accordance with GAAP and all Requirements of Law; and permit 
representatives of any Bank upon reasonable notice to visit and inspect any 
of its properties and examine and make abstracts from any of its books and 
records at any reasonable time and as often as may reasonably be desired upon 
reasonable notice, and to discuss the business, operations, properties and 
financial and other condition of the Company and its Subsidiaries with 
officers and employees thereof and with their independent certified public 
accountants.

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

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

         (b) of any (i) default or event of default under any instrument or 
    other agreement, guarantee or collateral document of Holdings or any of 
    its Subsidiaries which default or event of default has not been waived 
    and would have a material adverse effect on the business, financial 
    condition, properties, results of operations, value or prospects of the 
    Company and its Subsidiaries taken as a whole, or (ii) litigation, 
    investigation or proceeding which may exist at any time between Holdings 
    or any of its Subsidiaries and any Governmental Authority, or receipt of 
    any notice of any environmental claim or assessment against Holdings or 
    any of its Subsidiaries by any Governmental Authority, which in any such 
    case would have a material adverse effect on the business, financial 
    condition, properties, results of operations, value or prospects of the 
    Company and its Subsidiaries taken as a whole;

         (c) of any litigation or proceeding affecting the Company or any of 
    its Subsidiaries (i) in which more than $25,000,000 of the amount claimed 
    is not 

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    covered by insurance or (ii) in which injunctive or similar relief is 
    sought which if obtained would have a material adverse effect on the 
    business, financial condition, properties, results of operations, value 
    or prospects of the Company and its Subsidiaries taken as a whole;

         (d) of the following events, as soon as practicable after, and in 
    any event within 30 days after, the Company knows thereof: (i) the 
    occurrence of any Reportable Event with respect to any Single Employer 
    Plan which Reportable Event would have a material adverse effect on the 
    business, financial condition, properties, results of operations, value 
    or prospects of the Company and its Subsidiaries taken as a whole, or 
    (ii) the institution of proceedings or the taking of any other action by 
    PBGC, the Company or any Commonly Controlled Entity to terminate, 
    withdraw from or partially withdraw from any Plan and, with respect to a 
    Multiemployer Plan, the Reorganization or Insolvency of such Plan, in 
    each of the foregoing cases which would have a material adverse effect on 
    the business, financial condition, properties, results of operations, 
    value or prospects of the Company and its Subsidiaries taken as a whole, 
    and in addition to such notice, deliver to the Administrative Agent and 
    each Bank whichever of the following may be applicable:  (A) a 
    certificate of the chief financial officer of the Company setting forth 
    details as to such Reportable Event and the action that the Company or 
    such Commonly Controlled Entity proposes to take with respect thereto, 
    together with a copy of any notice of such Reportable Event that may be 
    required to be filed with PBGC, or (B) any notice delivered by PBGC 
    evidencing its intent to institute such proceedings or any notice to PBGC 
    that such Plan is to be terminated, as the case may be; and

         (e) of a material adverse change known to the Company or any of its 
    Subsidiaries in the business, financial condition, properties, results of 
    operations, value or prospects of Holdings, the Company and their 
    respective Subsidiaries taken as a whole.

Each notice pursuant to this subsection 6.7 shall be accompanied by a 
statement of the chief executive officer or the chief financial officer of 
the Company setting forth details of the occurrence referred to therein and 
(in the cases of clauses (a) through (e)) stating what action the Company 
proposes to take with respect thereto.

         6.8 Additional Subsidiary Guarantors. (a)  If any Subsidiary of the 
Company or Holdings (whether presently existing or hereafter created or 
acquired) shall become a Material Subsidiary, the Company or Holdings shall 
cause such Material Subsidiary to promptly thereafter execute and deliver a 
Subsidiary Guarantee in favor of the Administrative Agent in substantially 
the form of Exhibit D-1, each of which Subsidiary Guarantees shall be 
accompanied by such resolutions, incumbency certificates and legal opinions 
as are reasonably requested by the Administrative Agent and its counsel.

         (b) In the event that there shall be a Change in Law which 
eliminates the adverse tax consequences to the Company, Holdings or any of 
their respective Subsidiaries which would have resulted on the date hereof 
from the guarantee by a Subsidiary, which would be a Material Subsidiary but 
for the fact that 75% of the assets of such Subsidiary are securities of 
foreign companies, of the Loans and the other obligations of the Company 
hereunder, the Company shall 

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<PAGE>

promptly thereafter cause any such Subsidiary that has not previously 
executed and delivered a Subsidiary Guarantee because of such adverse tax 
consequences to deliver a Subsidiary Guarantee to the Administrative Agent to 
the extent any such guarantee can be so executed and delivered without 
adverse tax consequences to the Company, Holdings or any of their respective 
Subsidiaries.

         SECTION 7.     NEGATIVE COVENANTS

         The Company hereby agrees that from and after the Closing Date it 
shall not, and shall not permit any of its Subsidiaries to, directly or 
indirectly so long as the Commitments remain in effect or any Loan or 
Revolving L/C Obligation remains outstanding and unpaid, any amount remains 
available to be drawn under any Letter of Credit or any other amount is owing 
to any Bank, any Co-Agent, any Issuing Bank or the Administrative Agent 
hereunder:

         7.1 Amendments of Spin-Off Documents.  Amend, waive or terminate, or 
permit any amendment, waiver or termination of, any Spin-Off Document that 
materially adversely affects (a) the Company and its Subsidiaries taken as a 
whole, (b) the ability of Holdings or any of its Subsidiaries to perform 
their respective obligations under the Spin-Off Documents or (c) the rights 
and remedies of the Banks. 

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

         (a) Liens for taxes, assessments or other governmental charges not 
    yet due or which are being contested in good faith and by appropriate 
    proceedings if adequate reserves with respect thereto are maintained on 
    the books of the Company or such Subsidiary, as the case may be, in 
    accordance with GAAP;

         (b) carriers', warehousemen's, mechanics', landlords', 
    materialmen's, repairmen's or other like Liens arising in the ordinary 
    course of business in respect of obligations which are not yet due or 
    which are being contested in good faith and by appropriate proceedings if 
    adequate reserves with respect thereto are maintained on the books of the 
    Company or such Subsidiary, as the case may be, in accordance with GAAP;

         (c) pledges or deposits in connection with workmen's compensation, 
    unemployment insurance and other social security legislation;

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

         (e) easements, right-of-way, zoning and similar restrictions and 
    other similar encumbrances or title defects incurred, or leases or 
    subleases granted to others, in the ordinary course of business, which do 
    not interfere with or adversely affect in any material respect the 
    ordinary conduct of the business of the Company and its Subsidiaries 
    taken as a whole;

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<PAGE>

         (f) Liens in favor of the Banks pursuant to the Credit Documents and 
    bankers' liens arising by operation of law;

         (g) Liens on assets of corporations which became or become 
    Subsidiaries of the Company, provided that such Liens exist at the time 
    such corporations became or become Subsidiaries and are not created in 
    anticipation thereof;

         (h) Liens on documents of title and the property covered thereby 
    securing Indebtedness in respect of the Letters of Credit which are 
    Commercial L/Cs; 

         (i) Liens not otherwise permitted by this subsection 7.2 securing 
    any Indebtedness permitted under this Agreement, provided that (i) the 
    aggregate principal amount of Indebtedness secured by such Liens 
    permitted by this paragraph (i) shall at no time exceed $75,000,000 and 
    (ii) no such Liens shall encumber any capital stock of Holdings, the 
    Company or any Subsidiary;

         (j) any judgment or judicial attachment Lien with respect to any 
    judgment that does not constitute an Event of Default; 

         (k) license or leases in the ordinary course of business of patents, 
    copyrights, trademarks, trade names and other intellectual property owned 
    by the Company or any Subsidiary, which do not in the aggregate 
    materially detract from the value of its property or other assets or 
    materially impair the use thereof in the operation of its business, and 
    rights to royalties, fees and other compensation in respect of 
    intellectual property licensed, leased or used by the Company or any 
    Subsidiary;

         (l) Liens arising solely out of consignments of inventory and 
    work-in-process in the ordinary course of business; and

         (m) Liens on fixed or capital assets acquired or improved by the 
    Company or any Subsidiary; provided that (i) such security interests 
    secure Indebtedness permitted by clause (d) of subsection 7.15, (ii) such 
    security interests and the Indebtedness secured thereby are incurred 
    prior to or within 180 days after such acquisition or the completion of 
    such improvements and the Indebtedness secured thereby does not exceed 
    100% of the cost of acquiring or improving such fixed or capital assets 
    and (iv) such security interests shall not apply to any other property or 
    assets of Holdings, the Company or any Subsidiary. 

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

         (a) guarantees of obligations to third parties made in the ordinary 
    course of business in connection with relocation of employees of the 
    Company or any of its Subsidiaries;

         (b) guarantees not otherwise permitted by this subsection 7.3 by the 
    Company and its Subsidiaries incurred in the ordinary course of business 
    for an aggregate amount not to exceed $75,000,000 at any one time;

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<PAGE>

         (c) Guarantee Obligations existing on the Closing Date and described 
    in Schedule VI;

         (d) Guarantee Obligations in respect of foreign currency exchange 
    contracts permitted by subsection 7.12 and commodity hedge agreements 
    permitted by subsection 7.13;

         (e) Guarantee Obligations pursuant to the Guarantees; 

         (f) guarantees by the Company of Indebtedness and other obligations 
    of its Subsidiaries and by Subsidiaries of Indebtedness and other 
    obligations of other Subsidiaries and the Company, in each case as 
    permitted under this Agreement; and

         (g) indemnities and other similar Guarantee Obligations arising out 
    of the Spin-Off Documents.

         7.4 Prohibition of Fundamental Changes.  Enter into any transaction 
of acquisition of, or merger or consolidation or amalgamation with, any other 
Person (including any Subsidiary or Affiliate of the Company or any of its 
Subsidiaries), or liquidate, wind up or dissolve itself (or suffer any 
liquidation or dissolution), or make any material change in the present 
method of conducting business or engage in any type of business other than of 
the same general type now conducted by it, except for the transactions 
otherwise permitted pursuant to subsections 7.5 and 7.6.

         7.5 Limitation on Sale of Assets.  Convey, sell, lease, assign, 
transfer or otherwise dispose of any of its property, business or assets 
(including, without limitation, tax benefits, receivables and leasehold 
interests), whether now owned or hereafter acquired except (a) for the sale 
or other disposition of any property that, in the reasonable judgment of the 
Company, has become uneconomic, obsolete or worn out, and which is disposed 
of in the ordinary course of business; (b) for sales of inventory and 
receivables made in the ordinary course of business; (c) that any Subsidiary 
of the Company may sell, lease, transfer or otherwise dispose of any or all 
of its assets (upon voluntary liquidation or otherwise) to the Company or a 
wholly-owned Subsidiary of the Company and any Subsidiary of the Company may 
sell or otherwise dispose of, or part with control of any or all of, the 
stock of any Subsidiary to a wholly-owned Subsidiary of the Company or a 
Subsidiary of the Company may merge with the Company (so long as the Company 
is the surviving corporation) or another Subsidiary; and (d) for the sale or 
other disposition by the Company or any of its Subsidiaries of other assets 
consummated after the Closing Date, provided that (i) such sale or other 
disposition shall be made for fair value on an arm's-length basis and (ii) 
the aggregate fair market value of all such assets sold or disposed of under 
this clause (d) shall not exceed 25% of the consolidated total assets of the 
Company and its Subsidiaries as of the date of such sale; provided that in no 
event shall the Company or any of its Subsidiaries sell any assets pursuant 
to this clause (d) if the revenue generated by such assets would have 
exceeded 25% of the consolidated net revenue of the Company and its 
Subsidiaries for the preceding fiscal year.

         7.6 Limitation on Investments, Loans and Advances.  Make any 
advance, loan, extension of credit or capital contribution to, or purchase 
any stock, bonds, notes, debentures or other securities of, or make any other 
investment in, any Person, unless, after giving effect to such loan, advance, 
extension of credit to, or acquisition of or investment in such other Person,

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<PAGE>

the Company shall be in pro forma compliance with subsections 7.7, 7.8 and 
7.9 and no Default or Event or Default shall have occurred and be continuing 
or shall result therefrom.

         7.7 Maintenance of Consolidated Net Worth.  Permit Consolidated Net 
Worth at any time to be less than the sum (without duplication of any item) 
of (i) $100,000,000 and (ii) 50% of the Consolidated Net Income of Holdings, 
if positive, for each fiscal quarter (commencing with the fiscal quarter 
beginning on or about July 1, 1997).

         7.8 Maintenance of Interest Coverage.  Permit the Interest Coverage 
Ratio on the last day of any fiscal quarter to be less than 4.25 to 1.0.

         7.9 Maintenance of Leverage Ratio.  Permit, as of the last day of 
any fiscal quarter, the Leverage Ratio to be greater than 3.25 to 1.0.

         7.10 Limitation on Dividends and Stock Repurchases.  Declare any 
dividends on any shares of any class of stock, or make any payment on account 
of, or set apart assets for a sinking or other analogous fund for, the 
purchase, redemption, retirement or other acquisition of any shares of any 
class of stock (including the outstanding capital stock of Holdings), whether 
now or hereafter outstanding, or make any other distribution in respect 
thereof, either directly or indirectly, whether in cash or property or in 
obligations of the Company or any of its Subsidiaries (all of the foregoing 
being referred to herein as "Restricted Payments"); except that:

         (a) Subsidiaries may pay dividends directly or indirectly to the 
    Company or other Subsidiaries and each other owner of an equity interest 
    in such Subsidiary on a pro rata basis based on their relative ownership 
    interests, and Foreign Subsidiaries may pay dividends directly or 
    indirectly to Foreign Subsidiaries and each other owner of an equity 
    interest in such Foreign Subsidiary on a pro rata basis based on their 
    relative ownership interests;

         (b) the Company may pay dividends to Holdings in an amount equal to 
    the amount required for Holdings to pay franchise taxes, fees and 
    expenses necessary to maintain its status as a corporation and other fees 
    required to maintain its corporate existence, provided that Holdings 
    shall promptly pay such taxes, fees and expenses; and

         (c) the Company at any time may make Restricted Payments in an 
    aggregate amount not exceeding the sum of (i) $40,000,000 and (ii) 50% of 
    positive Consolidated Net Income after July 1, 1997, so long as (x) after 
    giving effect to such Restricted Payments, the Company shall be in pro 
    forma compliance with subsection 7.7 and (y) at the time thereof and 
    after giving effect thereto, no Default or Event of Default shall have 
    occurred and be continuing or shall result therefrom.

         7.11 Transactions with Affiliates.  Enter into any transaction, 
including, without limitation, any purchase, sale, lease or exchange of 
property or the rendering of any service, with any Affiliate except (a) for 
transactions which are otherwise permitted under this Agreement and which are 
in the ordinary course of the Company's or a Subsidiary's business and which 
are upon fair and reasonable terms no less favorable to the Company or such 
Subsidiary than it would obtain in a hypothetical comparable arm's length 
transaction with a Person not an Affiliate, (b) as permitted under 
subsections 7.3(a) and (f), subsection 7.6 and subsection 7.10 or (c) any 
transactions entered into as part of the Spin-Off Transactions.

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         7.12 Foreign Exchange Contracts.  Enter into any foreign currency 
exchange contracts other than in the ordinary course of business.

         7.13 Commodity Hedges.  Enter into any commodity hedge agreements 
other than in the ordinary course of business.

         7.14 Fiscal Year.  Permit the fiscal year of the Company to end on a 
day other than December 31, unless the Company shall have given at least 45 
days prior written notice to the Administrative Agent.

         7.15 Limitation on Indebtedness.  Create, incur, assume or suffer to 
exist any Indebtedness (including any Indebtedness of any of its 
Subsidiaries), except:

         (a) Indebtedness of the Company under this Agreement and under any 
    Registered Form Notes;

         (b) (i) Indebtedness of the Company to any of its Subsidiaries and 
    of any wholly-owned domestic Subsidiary to the Company or any other 
    Subsidiary; and (ii) Indebtedness of any wholly-owned foreign Subsidiary 
    to the Company or any other Subsidiary to the extent permitted by 
    subsection 7.6;

         (c) Indebtedness consisting of reimbursement obligations under 
    surety, indemnity, performance, release and appeal bonds and guarantees 
    thereof and letters of credit required in the ordinary course of business 
    or in connection with the enforcement of rights or claims of the Company 
    or its Subsidiaries;

         (d) Capital lease obligations, mortgage financings, purchase money 
    Indebtedness and industrial revenue bond issues in respect of real 
    property or equipment incurred by the Company prior to or within 180 days 
    after a capital expenditure in order to finance the purchase or 
    improvement of properties;

         (e) Indebtedness consisting of foreign currency exchange contracts 
    permitted under subsection 7.12 or commodity hedge agreements permitted 
    under Subsection 7.13; and

         (f) Indebtedness not otherwise permitted by the preceding clauses of 
    this subsection 7.15 not exceeding $100,000,000 in aggregate principal 
    amount at any one time outstanding.

         SECTION 8.     EVENTS OF DEFAULT

         Upon the occurrence of any of the following events:

         (a) The Company shall fail to (i) pay any principal of any Loan when 
    due in accordance with the terms hereof or thereof or to reimburse an 
    Issuing Bank in accordance with subsection 2.6 or (ii) pay any interest 
    on any Loan or any other amount payable hereunder within five days after 
    any such interest or other amount becomes due 

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<PAGE>

    in accordance with the terms thereof or hereof; or

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

         (c) The Company shall default in the observance or performance of 
    any agreement contained in subsection 6.7(a) or Section 7 of this 
    Agreement or any Credit Party shall default in the observance or 
    performance of any agreement contained in Section 2 of the Guarantee to 
    which it is a party; or

         (d) The Company or any other Credit Party shall default in the 
    observance or performance of any other agreement contained in any Credit 
    Document, and such default shall continue unremedied for a period of 30 
    days; or

         (e) Holdings or any of its Subsidiaries shall (i) default in any 
    payment of principal of or interest on any Indebtedness (other than the 
    Loans, the Revolving L/C Obligations and any intercompany debt) or in the 
    payment of any Guarantee Obligation, beyond the period of grace, if any, 
    provided in the instrument or agreement under which such Indebtedness or 
    Guarantee Obligation was created; or (ii) default in the observance or 
    performance of any other agreement or condition relating to any such 
    Indebtedness or Guarantee Obligation or contained in any instrument or 
    agreement evidencing, securing or relating thereto, or any other event 
    shall occur or condition exist, the effect of which default or other 
    event or condition is to cause, or to permit the holder or holders of 
    such Indebtedness or beneficiary or beneficiaries of such Guarantee 
    Obligation (or a trustee or agent on behalf of such holder or holders or 
    beneficiary or beneficiaries) to cause, with the giving of notice if 
    required, such Indebtedness to become due prior to its stated maturity, 
    any applicable grace period having expired, or such Guarantee Obligation 
    to become payable, any applicable grace period having expired, provided 
    that the aggregate principal amount of all such Indebtedness and 
    Guarantee Obligations under clauses (i) and (ii) equals or exceeds 
    $12,500,000; or

         (f) (i) Holdings, the Company or any of their respective 
    Subsidiaries shall commence any case, proceeding or other action (A) 
    under any existing or future law of any jurisdiction, domestic or 
    foreign, relating to bankruptcy, insolvency, reorganization or relief of 
    debtors, seeking to have an order for relief entered with respect to it, 
    or seeking to adjudicate it a bankrupt or insolvent, or seeking 
    reorganization, arrangement, adjustment, winding-up, liquidation, 
    dissolution, composition or other relief with respect to it or its debts, 
    or (B) seeking appointment of a receiver, trustee, custodian or other 
    similar official for it or for all or any substantial part of its assets, 
    or Holdings, the Company or any of their respective Subsidiaries shall 
    make a general assignment for the benefit of its creditors; or (ii) there 
    shall be commenced against Holdings, the Company or any of their 
    respective Subsidiaries any case, proceeding or other action of a nature 
    referred to in clause (i) above which (A) results in the entry of an 
    order for relief or any such adjudication or appointment or (B) remains 
    undismissed, undischarged or unbonded for a period of 60 days; or (iii) 
    there shall be commenced against Holdings, the Company or any of their 
    respective Subsidiaries any case, proceeding or other action seeking 

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<PAGE>

    issuance of a warrant of attachment, execution, distraint or similar 
    process against all or any substantial part of its assets which results 
    in the entry of an order for any such relief which shall not have been 
    vacated, discharged, or stayed or bonded pending appeal within 60 days 
    from the entry thereof; or (iv) Holdings, the Company or any of their 
    respective Subsidiaries shall take any action in furtherance of, or 
    indicating its consent to, approval of, or acquiescence in, any of the 
    acts set forth in clause (i), (ii), or (iii) above; or (v) Holdings, the 
    Company or any of their respective Subsidiaries shall generally not, or 
    shall be unable to, or shall admit in writing its inability to, pay its 
    debts as they become due; or

         (g) (i) Any Person shall engage in any "prohibited transaction" (as 
    defined in Section 406 of ERISA or Section 4975 of the Code) involving 
    any Plan, (ii) any "accumulated funding deficiency" (as defined in 
    Section 302 of ERISA or which occurs by reason of the Spin-Off 
    Transactions), whether or not waived, shall exist with respect to any 
    Plan, (iii) a Reportable Event (other than a Reportable Event with 
    respect to which the 30-day notice requirement under Section 4043 of 
    ERISA has been waived) shall occur with respect to, or proceedings to 
    have a trustee appointed shall commence with respect to, or a trustee 
    shall be appointed to administer or to terminate, any Single Employer 
    Plan, which Reportable Event or institution of proceedings or appointment 
    of a trustee is, in the reasonable opinion of the Required Banks, likely 
    to result in the termination of such Plan for purposes of Title IV of 
    ERISA, and, in the case of a Reportable Event, such Reportable Event 
    shall continue unremedied for ten days after notice of such Reportable 
    Event is given and, in the case of the institution of proceedings, such 
    proceedings shall continue for ten days after commencement thereof or 
    (iv) any Single Employer Plan shall terminate for purposes of Title IV of 
    ERISA; and in each case in clauses (i) through (iv) above, such event or 
    condition, together with all other such events or conditions relating to 
    such Plans, if any, could subject the Company or any of its Subsidiaries 
    to any tax, penalty or other liabilities which in the aggregate are 
    material in relation to the business, financial condition, properties, 
    results of operations, value or prospects of the Company and its 
    Subsidiaries taken as a whole; or

         (h) Except with respect to the Excluded Litigation, one or more 
    final judicial judgments or decrees shall be entered against the Company 
    or any of its Subsidiaries involving in the aggregate for all such 
    Persons a liability (not paid or fully covered by insurance) of 
    $10,000,000 or more and all such judgments or decrees shall not have been 
    vacated, discharged, stayed or bonded pending appeal within the time 
    required by the terms of such judgment; or

         (i) Any Guarantee shall cease, for any reason, to be in full force 
    and effect or any Credit Party shall so assert in writing; or

         (j) Holdings shall cease to own 100% of the issued and outstanding 
    capital stock of the Company, free and clear of all Liens; or Holdings 
    shall conduct, transact or otherwise engage in any business or 
    operations, incur, create, assume or suffer to exist any Indebtedness, 
    Guarantee Obligations or other liabilities or obligations or Liens, or 
    own, lease, manage or otherwise operate any properties or assets, other 
    than (i) incident to the ownership of all of the outstanding shares of 
    capital stock of the Company or the issuance of debt and equity 
    securities, provided that the net proceeds of such issuance are 
    concurrently advanced to, or contributed to the capital of, the Company, 
    unless such other 

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    business owned by Holdings is related to the business of the Company and 
    such business is effectively contributed to the Company by merger, 
    purchase or any other acquisition transaction, within 90 days of the 
    acquisition by Holdings of such business, (ii) the issuance of guarantees 
    of Indebtedness of the Company and its Subsidiaries and of reimbursement 
    obligations of the Company and its Subsidiaries under surety, indemnity, 
    performance and appeal bonds, letters of credit and like instruments and 
    other obligations that the Company or any Subsidiary is permitted to 
    incur or (iii) the performance by Holdings of its obligations under the 
    Spin-Off Documents; or

         (k) (i)  Any Person or two or more Persons (except FL Affiliates 
    and, prior to consummation of the Spin-Off, NextLevel) acting in concert 
    shall have acquired beneficial ownership (within the meaning of Rule 
    13d-3 of the Securities and Exchange Commission promulgated under the 
    Exchange Act) of more than 33% of the outstanding shares of voting stock 
    of Holdings; or (ii) any Person or two or more Persons (except FL 
    Affiliates) acting in concert shall acquire the power to elect a majority 
    of the Board of Directors of Holdings;

then, and in any such event, (x) if such event is an Event of Default 
specified in clause (i) or (ii) of paragraph (f) above, automatically (i) the 
Commitments shall immediately terminate and the Loans hereunder (with accrued 
interest thereon) and all other amounts owing under this Agreement shall 
immediately become due and payable, and (ii) all obligations of the Company 
in respect of the Letters of Credit, although contingent and unmatured, shall 
become immediately due and payable and the Issuing Banks' obligations to 
issue Letters of Credit shall immediately terminate and (y) if such event is 
any other Event of Default, so long as any such Event of Default shall be 
continuing, either or both of the following actions may be taken:  (i) with 
the consent of the Required Banks, the Administrative Agent may, or upon the 
request of the Required Banks, the Administrative Agent shall, by notice to 
the Company, declare the Commitments and any Bank's obligations to issue 
Letters of Credit to be terminated forthwith, whereupon the Commitments and 
such obligations shall immediately terminate; and (ii) with the consent of 
the Required Banks, the Administrative Agent may, or upon the request of the 
Required Banks, the Administrative Agent shall, by notice of default to the 
Company, (A) declare all or a portion of the Loans hereunder (with accrued 
interest thereon) and all other amounts owing under this Agreement to be due 
and payable forthwith, whereupon the same shall immediately become due and 
payable, and (B) declare all or a portion of the obligations of the Company 
in respect of the Letters of Credit, although contingent and unmatured, to be 
due and payable forthwith, whereupon the same shall immediately become due 
and payable and/or demand that the Company discharge any or all of the 
obligations supported by the Letters of Credit by paying or prepaying any 
amount due or to become due in respect of such obligations.  All payments 
under this Section 8 on account of undrawn Letters of Credit shall be made by 
the Company directly to a cash collateral account established by the 
Administrative Agent for such purpose for application to the Company's 
reimbursement obligations under subsection 2.6 as drafts are presented under 
the Letters of Credit, with the balance, if any, to be applied to the 
Company's obligations under this Agreement as the Administrative Agent shall 
determine with the approval of the Required Banks.  Except as expressly 
provided above in this Section 8, presentment, demand, protest and all other 
notices of any kind are hereby expressly waived.  Notwithstanding anything 
herein to the contrary, no Default or Event of Default shall arise solely as 
a result of the failure of NextLevel to distribute as a dividend to the 
holders of the shares of its common stock all of the capital stock of 
Holdings.

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         SECTION 9.     THE CO-AGENTS; THE ADMINISTRATIVE
                        AGENT; ISSUING BANKS

         9.1 Appointment.  Each Bank hereby irrevocably designates and 
appoints Chase, Bank of America National Trust and Savings Association, 
BankBoston, N.A., Bank of Tokyo-Mitsubishi Trust Company, CIBC Inc., Credit 
Lyonnais Atlanta Agency, First Union National Bank, The Fuji Bank, Limited, 
Atlanta Agency, NationsBank, N.A., Toronto Dominion (New York), Inc. and 
Wachovia Bank, N.A., as the Co-Agents of such Bank under this Agreement and 
acknowledges that no Co-Agent, in its capacity as such, shall have any duties 
under the Credit Documents.  Each Bank hereby irrevocably designates and 
appoints Chase as the Administrative Agent under this Agreement and 
irrevocably authorizes Chase as Administrative Agent for such Bank to take 
such action on its behalf under the provisions of the Credit Documents and to 
exercise such powers and perform such duties as are expressly delegated to 
the Administrative Agent by the terms of the Credit Documents, together with 
such other powers as are reasonably incidental thereto.  Notwithstanding any 
provision to the contrary elsewhere in this Agreement, neither the Co-Agents 
nor the Administrative Agent shall have any duties or responsibilities, 
except those expressly set forth herein, or any fiduciary relationship with 
any Bank, and no implied covenants, functions, responsibilities, duties, 
obligations or liabilities shall be read into the Credit Documents or 
otherwise exist against the Co-Agents or the Administrative Agent.

         9.2 Delegation of Duties.  The Administrative Agent may execute any 
of its duties under this Agreement and each of the other Credit Documents by 
or through agents or attorneys-in-fact and shall be entitled to advice of 
counsel concerning all matters pertaining to such duties.  Without limiting 
the foregoing, the Administrative Agent may appoint Chase Manhattan Bank 
Agency Services Corporation as its agent to perform the functions of the 
Administrative Agent hereunder relating to the advancing of funds to the 
Company and distribution of funds to the Banks and to perform such other 
related functions of the Administrative Agent hereunder as are reasonably 
incidental to such functions.  None of the Co-Agents nor the Administrative 
Agent shall be responsible for the negligence or misconduct of any agents or 
attorneys-in-fact selected by it with reasonable care, except as otherwise 
provided in subsection 9.3.

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

         9.4 Reliance by Co-Agents and Administrative Agent.  Each of the 
Co-Agents 

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and the Administrative Agent shall be entitled to rely, and shall be fully 
protected in relying, upon any writing, resolution, notice, consent, 
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or 
teletype message, statement, order or other document or conversation believed 
by it to be genuine and correct and to have been signed, sent or made by the 
proper Person or Persons and upon advice and statements of legal counsel 
(including, without limitation, counsel to the Company), independent 
accountants and other experts selected by such Co-Agent or the Administrative 
Agent.  Each of the Co-Agents and the Administrative Agent may deem and treat 
the payee of any promissory note issued under or in connection with this 
Agreement as the owner thereof for all purposes unless a written notice of 
assignment, negotiation or transfer thereof shall have been filed with such 
Co-Agent or the Administrative Agent.  Each of the Co-Agents and the 
Administrative Agent shall be fully justified in failing or refusing to take 
any action under any Credit Document unless it shall first receive such 
advice or concurrence of the Required Banks (or, where unanimous consent of 
the Banks is expressly required hereunder, such Banks) as it deems 
appropriate or it shall first be indemnified to its satisfaction by the Banks 
against any and all liability and expense which may be incurred by it by 
reason of taking or continuing to take any such action.  Each of the 
Co-Agents and the Administrative Agent shall in all cases be fully protected 
in acting, or in refraining from acting, under any Credit Document in 
accordance with a request of the Required Banks (or the Release Banks with 
respect to matters requiring the consent of the Release Banks), and such 
request and any action taken or failure to act pursuant thereto shall be 
binding upon all the Banks.

         9.5 Notice of Default.  None of the Co-Agents or the Administrative 
Agent shall be deemed to have knowledge or notice of the occurrence of any 
Default or Event of Default hereunder unless such Co-Agent or the 
Administrative Agent has received written notice from a Bank or the Company 
referring to this Agreement, describing such Default or Event of Default and 
stating that such notice is a "notice of default".  In the event that the 
Administrative Agent receives such a notice, the Administrative Agent shall 
promptly give notice thereof to the Banks.  The Administrative Agent shall 
take such action with respect to such Default or Event of Default as shall be 
reasonably directed by the Required Banks; provided that unless and until the 
Administrative Agent shall have received such directions, the Administrative 
Agent may (but shall not be obligated to) take such action, or refrain from 
taking such action, with respect to such Default or Event of Default as it 
shall deem advisable in the best interests of the Banks.

         9.6 Non-Reliance on Co-Agents, Administrative Agent and Other Banks. 
 Each Bank expressly acknowledges that none of the Co-Agents or the 
Administrative Agent nor any of their respective officers, directors, 
employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any 
representations or warranties to it and that no act by any Co-Agent or the 
Administrative Agent hereafter taken, including any review of the affairs of 
the Credit Parties, shall be deemed to constitute any representation or 
warranty by any Co-Agent or the Administrative Agent to any Bank.  Each Bank 
represents to each Co-Agent and to the Administrative Agent that it has, 
independently and without reliance upon any Co-Agent or the Administrative 
Agent or any other Bank, and based on such documents and information as it 
has deemed appropriate, made its own appraisal of and investigation into the 
business, operations, property, financial and other condition and 
creditworthiness of the Credit Parties and made its own decision to make its 
Loans hereunder, issue and participate in the Letters of Credit and enter 
into this Agreement.  Each Bank also represents that it will, independently 
and without reliance upon any Co-Agent or the Administrative Agent or any 
other Bank, and based on such documents and information as it shall deem 
appropriate at the time, continue to make its own credit analysis, appraisals 
and decisions in taking or not taking action under the Credit 

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<PAGE>

Documents, and to make such investigation as it deems necessary to inform 
itself as to the business, operations, property, financial and other 
condition and creditworthiness of the Credit Parties.  Except for notices, 
reports and other documents expressly required to be furnished to the Banks 
by the Administrative Agent hereunder, none of the Co-Agents and the 
Administrative Agent shall have any duty or responsibility to provide any 
Bank with any credit or other information concerning the business, financial 
condition, assets, liabilities, net assets, properties, results of 
operations, value, prospects and other condition or creditworthiness of the 
Credit Parties which may come into the possession of any Co-Agent or the 
Administrative Agent or any of its officers, directors, employees, agents, 
attorneys-in-fact, Affiliates or Subsidiaries.

         9.7 Indemnification.  The Banks severally agree to indemnify each of 
the Co-Agents and the Administrative Agent in its capacity as such (to the 
extent not reimbursed by the Credit Parties and without limiting the 
obligation of the Credit Parties to do so), ratably according to the 
respective amounts of their Commitment Percentages, from and against any and 
all liabilities, obligations, losses, damages, penalties, actions, judgments, 
suits, costs, expenses or disbursements of any kind whatsoever which may at 
any time (including without limitation at any time following the payment of 
the Loans) be imposed on, incurred by or asserted against any Co-Agent or the 
Administrative Agent in any way relating to or arising out of the Credit 
Documents or any documents contemplated by or referred to herein or the 
transactions contemplated hereby or any action taken or omitted by any 
Co-Agent or the Administrative Agent under or in connection with any of the 
foregoing; provided that no Bank shall be liable for the payment of any 
portion of such liabilities, obligations, losses, damages, penalties, 
actions, judgments, suits, costs, expenses or disbursements resulting solely 
from any Co-Agent's or the Administrative Agent's gross negligence or willful 
misconduct; and provided further that no Designated Lender shall be liable 
for any payment under this subsection 9.7 so long as, and to the extent that, 
its Designating Lender make such payments.   The agreements contained in this 
subsection 9.7 shall survive the payment of the Loans and all other amounts 
payable hereunder.

         9.8 Co-Agents and Administrative Agent in their Individual 
Capacities.  Each of the Co-Agents and the Administrative Agent and their 
respective Affiliates and Subsidiaries may make loans to, accept deposits 
from and generally engage in any kind of business with the Credit Parties as 
though such Co-Agent or Administrative Agent were not a Co-Agent or the 
Administrative Agent hereunder, as the case may be.  With respect to its 
Loans made or renewed by it and any Letter of Credit issued by or 
participated in by it, each of the Co-Agents and the Administrative Agent 
shall have the same rights and powers, duties and liabilities under the 
Credit Documents as any Bank and may exercise the same as though it were not 
a Co-Agent or the Administrative Agent, as the case may be, and the terms 
"Bank" and "Banks" shall include each of the Co-Agents and the Administrative 
Agent in their individual capacities.

         9.9 Successor Co-Agent or Administrative Agent.  Each Co-Agent and 
the Administrative Agent may resign as Co-Agent or Administrative Agent, as 
the case may be, upon 30 days' notice to the Banks.  The resignation of any 
Co-Agent shall be effective without any further act or deed on the part of 
such former Co-Agent.  If the Administrative Agent shall resign as 
Administrative Agent under the Credit Documents, then the Required Banks 
shall appoint from among the Banks a successor agent for the Banks which 
successor agent shall be approved by the Company (which approval shall not be 
unreasonably withheld) and upon its acceptance thereof, such successor agent 
shall succeed to the rights, powers and duties of the Administrative Agent 
and the term "Administrative Agent" shall mean such successor agent effective 
upon its appointment, and the former Administrative Agent's rights, powers 
and duties

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<PAGE>

as Administrative Agent shall be terminated, without any other or further act 
or deed on the part of such former Administrative Agent or any of the parties 
to this Agreement.  After any retiring Co-Agent's or Administrative Agent's 
resignation hereunder as Co-Agent or Administrative Agent, as the case may 
be, the provisions of this Section 9 shall inure to its benefit as to any 
actions taken or omitted to be taken by it while it was Co-Agent or 
Administrative Agent, as the case may be, under the Credit Documents.

         9.10 An Issuing Bank as Issuer of Letters of Credit.  Each Bank and 
each Co-Agent hereby acknowledge that the provisions of this Section 9 shall 
apply to any Issuing Bank, in its capacity as issuer of any Letter of Credit, 
in the same manner as such provisions are expressly stated to apply to the 
Administrative Agent.

         SECTION 10.  MISCELLANEOUS

         10.1 Amendments and Waivers.  No Credit Document nor any terms 
thereof may be amended, supplemented or modified except in accordance with 
the provisions of this subsection 10.1.  With the written consent of the 
Required Banks, the Administrative Agent and the respective Credit Parties 
may, from time to time, enter into written amendments, supplements or 
modifications to any Credit Document for the purpose of adding any provisions 
to such Credit Document to which they are parties or changing in any manner 
the rights of the Banks or of any such Credit Party or any other Person 
thereunder or waiving, on such terms and conditions as the Administrative 
Agent may specify in such instrument, any of the requirements of any such 
Credit Document or any Default or Event of Default and its consequences; 
provided, however, that:

         (a) no such waiver and no such amendment, supplement or modification 
    shall directly or indirectly release Holdings from its obligations under 
    the Holdings Guarantee or any Subsidiary Guarantor from its obligations 
    under the Subsidiary Guarantee without the written consent of the Release 
    Banks, except as otherwise provided; and

         (b) no such waiver and no such amendment, supplement or modification 
    shall (x) extend the scheduled final maturity of any Loan (other than a 
    Bid Loan) or extend the expiry date of any Letter of Credit beyond the 
    Revolving Credit Termination Date, or reduce the rate or extend the time 
    of payment of interest thereon, or change the method of calculating 
    interest thereon, or reduce or extend the time of payment of any fee 
    payable to the Banks hereunder, or reduce the principal amount thereof, 
    or increase the amount of any Bank's Commitments, without the written 
    consent of each Bank affected thereby, or (y) amend, modify or waive any 
    provision of this subsection 10.1 or reduce the percentages specified in 
    the definition of Required Banks or Release Banks, or change the 
    percentage of the Banks required to waive a condition precedent under 
    Section 5 or consent to the assignment or transfer by any Credit Party of 
    any of its rights and obligations under any Credit Document, in each 
    case, without the written consent of each Bank, provided that with 
    respect to any Bid Loan, no such waiver and no such amendment, supplement 
    or modification shall be made without the written consent of each Bank 
    holding such Bid Loan.

Any such waiver and any such amendment, supplement or modification described 
in this subsection 10.1 shall apply equally to each of the Banks and shall be 
binding upon each Credit Party, the Banks, the Co-Agents, the Administrative 
Agent.  No waiver, amendment, supplement 

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<PAGE>

or modification of any Letter of Credit shall extend the expiry date thereof 
without the written consent of the Participating Banks.  In the case of any 
waiver, the Company, the Banks, the Co-Agents and the Administrative Agent 
shall be restored to their former position and rights hereunder and under the 
outstanding Notes, and any Default or Event of Default waived shall be deemed 
to be cured and not continuing; but no such waiver shall extend to any 
subsequent or other Default or Event of Default, or impair any right 
consequent thereon. Each Designating Lender may act on behalf of its 
Designated Lender with respect to any rights of its Designated Lender to 
grant or withhold any consent hereunder to the fullest extent it has been so 
delegated to act by its Designated Lender pursuant to its Designation 
Agreement.

         The Administrative Agent shall in all cases be protected in relying 
on the representation of a Designating Lender that such Designating Lender 
may act on behalf of its Designated Lender without independent verification.

         10.2 Notices.  All notices, requests and demands to or upon the 
respective parties hereto to be effective shall be in writing (including by 
telecopy or telex), and, unless otherwise expressly provided herein, shall be 
deemed to have been duly given or made when delivered by hand, or three 
Business Days after being deposited in the mail, postage prepaid, or, in the 
case of telecopy notice, when sent, confirmation of receipt received, or, in 
the case of telex notice, when sent, answerback received, addressed as 
follows in the case of each Credit Party and the Administrative Agent, and as 
set forth in Schedule I in the case of any Bank, or to such other address as 
may be hereafter notified by the respective parties hereto:

         The Company:        CommScope, Inc. of North Carolina
                             1375 Lenoir-Rhyne Boulevard
                             Hickory, North Carolina 28601
                             Attention:  Treasurer
                             Telecopy:  (704) 431-2520

         With a copy to:     Fried, Frank, Harris, Shriver & Jacobson
                             One New York Plaza
                             New York, New York  10004
                             Attention:  F. William Reindel, Esq.
                             Telecopy:  (212) 859-8587

         The Administrative  The Chase Manhattan Bank
           Agent:            c/o Chase Securities Inc.
                             10 South LaSalle Street
                             Suite 2300
                             Chicago, Illinois 60603
                             Attention:  Leonard Essex
                             Telecopy:  (312) 807-4077

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         The Co-Agents:      The Chase Manhattan Bank
                             c/o Chase Securities Inc.
                             10 South LaSalle Street
                             Suite 2300
                             Chicago, Illinois 60603
                             Attention:  Leonard Essex
                             Telecopy:  (312) 807-4077

                             Bank of America National Trust 
                             and Savings Association
                             555 California Street
                             41st Floor
                             San Francisco, California 94104
                             Attention:  Kevin McMahon
                             Telecopy:  (415) 622-2514

                             BankBoston, N.A.
                             100 Federal Street
                             Corporate 01-09-05
                             Boston, Massachusetts 02110
                             Attention:  Christopher M. Holtz
                             Telecopy:  (617) 434-6685

                             Bank of Tokyo-Mitsubishi Trust Company
                             1251 Avenue of the Americas
                             12th Floor
                             New York, New York 10020-1104
                             Attention:  Friedrich N. Wilms
                             Telecopy:  (212) 782-6445

                             CIBC Inc.
                             Two Paces West
                             2727 Paces Ferry Road
                             Suite 1200
                             Atlanta, Georgia 30339
                             Attention:  E. Roger Colden
                             Telecopy:  (770) 319-4954

                             Credit Lyonnais Atlanta Agency
                             303 Peachtree Street, N.E.
                             Suite 4400
                             Atlanta, Georgia 30308
                             Attention:  Gerald Finney, Jr.
                             Telecopy:  (404) 584-5249

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<PAGE>

                             First Union National Bank
                             201 S. College Street
                             Suite 1300
                             Charlotte, North Carolina 28288-0656
                             Attention:  Patrick McCormick
                             Telecopy:  (704) 374-4820

                             The Fuji Bank, Limited, Atlanta Agency
                             Marquis One Tower, Suite 2100
                             245 Peachtree Center Avenue, NE
                             Suite 2100
                             Atlanta, Georgia 30303
                             Attention:  Andy Smith
                             Telecopy:  (404) 653-2119

                             NationsBank, N.A.
                             NationsBank Corporate Center
                             NC1-007-08-07
                             100 North Tryon Street
                             Charlotte, North Carolina 28255
                             Attention:  Richard G. Parkhurst, Jr.
                             Telecopy:  (704) 386-1270

                             Toronto Dominion (New York), Inc.
                             31 West 52nd Street
                             New York, New York 10019
                             Attention:  Robert G. Harris
                             Telecopy:  (212) 262-1926

                             Wachovia Bank, N.A.
                             P.O. Box 31608
                             Charlotte, North Carolina 28231-6071
                             Attention:  Christopher L. Fincher
                             Telecopy:  (704) 378-5035

provided that any notice, request or demand to or upon the Administrative 
Agent or the Banks pursuant to subsections 2.3, 2.8, 2.10, 3.1, 3.2, 3.3 and 
3.4 shall not be effective until received and provided further that the 
failure to provide the copies of notices to the Company provided for in this 
subsection 10.2 shall not result in any liability to the Administrative 
Agent, any Co-Agent or any Bank.

         10.3 No Waiver; Cumulative Remedies.  No failure to exercise and no 
delay in exercising, on the part of the Administrative Agent, any Co-Agent or 
any Bank, any right, remedy, power or privilege hereunder, shall operate as a 
waiver thereof; nor shall any single or partial exercise of any right, 
remedy, power or privilege hereunder preclude any other or further exercise 
thereof or the exercise of any other right, remedy, power or privilege.  The 
rights, remedies, powers and privileges herein provided are cumulative and 
not exclusive of any rights, remedies, powers and privileges provided by law.

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

         10.5 Payment of Expenses and Taxes.  The Company agrees:

         (a) to pay or reimburse the Administrative Agent for all of its 
    out-of-pocket costs and expenses incurred in connection with the 
    development, preparation and execution of, and any amendment, supplement 
    or modification to, the Credit Documents and any other documents prepared 
    in connection herewith, and the consummation of the transactions 
    contemplated hereby and thereby, including, without limitation, the 
    reasonable fees and disbursements of counsel to the Administrative Agent;

         (b) to pay or reimburse each Bank, each Co-Agent and the 
    Administrative Agent for all their costs and expenses incurred in 
    connection with, and to pay, indemnify, and hold the Administrative 
    Agent, each Co-Agent and each Bank harmless from and against any and all 
    other liabilities, obligations, losses, damages, penalties, actions, 
    judgments, suits, costs, expenses or disbursements of any kind or nature 
    whatsoever arising out of or in connection with, the enforcement or 
    preservation of any rights under any Credit Document and any such other 
    documents, including, without limitation, reasonable fees and 
    disbursements of counsel to the Administrative Agent, each Co-Agent and 
    each Bank incurred in connection with the foregoing and in connection 
    with advising the Administrative Agent with respect to its rights and 
    responsibilities under this Agreement and the documentation relating 
    thereto;

         (c) to pay, indemnify, and to hold the Administrative Agent, each 
    Co-Agent and each Bank harmless from, any and all recording and filing 
    fees and any and all liabilities with respect to, or resulting from any 
    delay in paying, stamp, excise and other similar taxes (other than 
    withholding taxes), if any, which may be payable or determined to be 
    payable in connection with the execution and delivery of, or consummation 
    of any of the transactions contemplated by, or any amendment, supplement 
    or modification of, or any waiver or consent under or in respect of, any 
    Credit Document and any such other documents; and

         (d) to pay, indemnify, and hold the Administrative Agent, each 
    Co-Agent and each Bank and their respective officers, directors, 
    employees and agents harmless from and against any and all other 
    liabilities, obligations, losses, damages (including punitive damages), 
    penalties, fines, actions, judgments, suits, costs, expenses or 
    disbursements of any kind or nature whatsoever (including, without 
    limitation, reasonable experts' and consultants' fees and reasonable fees 
    and disbursements of counsel and third party claims for personal injury 
    or real or personal property damage) which may be incurred by or asserted 
    against the Administrative Agent, any Co-Agent or the Banks (x) arising 
    out of or in connection with any investigation, litigation or proceeding 
    related to this Agreement, the other Credit Documents, the proceeds of 
    the Loans, or any of the other transactions contemplated hereby, whether 
    or not the Administrative Agent, any Co-Agent or any of the Banks is a 
    party thereto, (y) with respect to any environmental matters, any actual 
    or alleged environmental compliance expenses and any actual or 

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    alleged remediation expenses in connection with the presence, suspected 
    presence, release or suspected release of any Hazardous Materials in or 
    into the air, soil, groundwater, surface water or improvements at, on, 
    about, under, or within the Properties, or any portion thereof, or 
    elsewhere in connection with the transportation of Hazardous Materials to 
    or from the Properties or (z) without limiting the generality of the 
    foregoing, by reason of or in connection with the execution and delivery 
    or transfer of, or payment or failure to make payments under, Letters of 
    Credit (it being agreed that nothing in this subsection 10.5(d)(z) is 
    intended to limit the Company's obligations pursuant to subsection 2.6);

(all the foregoing, collectively, the "indemnified liabilities"), provided 
that the Company shall have no obligation hereunder with respect to 
indemnified liabilities of the Administrative Agent, any Co-Agent or any Bank 
or any of their respective officers, directors, employees or agents arising 
from (i) the gross negligence or willful misconduct of such Administrative 
Agent, Co-Agent or Bank or their respective directors, officers, employees or 
agents or (ii) legal proceedings commenced against the Administrative Agent, 
any Co-Agent or any Bank by any security holder or creditor thereof arising 
out of and based upon rights afforded any such security holder or creditor 
solely in its capacity as such or (iii) legal proceedings commenced against 
the Administrative Agent, any Co-Agent or any such Bank by any Transferee (as 
defined in subsection 10.6).  The agreements in this subsection 10.5 shall 
survive repayment of the Loans and all other amounts payable hereunder.

         10.6 Successors and Assigns; Participations; Purchasing Banks. (a)  
This Agreement shall be binding upon and inure to the benefit of the Company, 
the Banks, the Co-Agents and the Administrative Agent, and their respective 
successors and assigns, except that no Borrower may assign or transfer any of 
its rights or obligations under this Agreement without the prior written 
consent of each Bank.

         (b) Any Bank may, in the ordinary course of its commercial banking 
or lending business and in accordance with applicable law, at any time sell 
to one or more banks or other entities ("Participants") participating 
interests in any Loan owing to such Bank, any participating interest of such 
Bank in the Letters of Credit, any Commitment of such Bank or any other 
interest of such Bank hereunder and under the other Credit Documents, 
provided, however, that no Bank shall sell any such participating interest to 
any Participant which is a Non-U.S. Bank that is unable to deliver to such 
Bank either an Internal Revenue Service Form 4224 or Form 1001 pursuant to 
clause (A) of subsection 3.17(e) hereof.  In the event of any such sale by a 
Bank of participating interests to a Participant, such Bank's obligations 
under this Agreement to the other parties to this Agreement shall remain 
unchanged, such Bank shall remain solely responsible for the performance 
thereof for all purposes under this Agreement and the other Credit Documents 
and the Company and the Administrative Agent shall continue to deal solely 
and directly with such Bank in connection with such Bank's rights and 
obligations under this Agreement and the other Credit Documents.  The Company 
agrees that if amounts outstanding under this Agreement are due and unpaid, 
or shall have been declared or shall have become due and payable upon the 
occurrence of an Event of Default, each Participant shall be deemed to have 
the right of setoff in respect of its participating interest in amounts owing 
under this Agreement to the same extent as if the amount of its participating 
interest were owing directly to it as a Bank under this Agreement; provided 
that such Participant shall only be entitled to such right of setoff if it 
shall have agreed in the agreement pursuant to which it shall have acquired 
its participating interest to share with the Banks the proceeds thereof, as 
provided in subsection 

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<PAGE>

10.7.  The Company also agrees that each Participant shall be entitled to the 
benefits of subsections 3.11, 3.18, 3.19 and 3.20 with respect to its 
participation in the Letters of Credit and in the Commitments and the Loans 
outstanding from time to time; provided that no Participant shall be entitled 
to receive any greater amount pursuant to such subsections than the 
transferor Bank would have been entitled to receive in respect of the amount 
of the participation transferred by such transferor Bank to such Participant 
had no such transfer occurred.

         (c) Any Bank may, in the ordinary course of its commercial banking 
or lending business and in accordance with applicable law, at any time sell 
to any Bank or any Affiliate thereof (including any Affiliate or Subsidiary 
of such transferor Bank) and, with the consent of the Company and the 
Administrative Agent, the Issuing Bank, if applicable, and the Swing Line 
Bank, if applicable (which in each case shall not be unreasonably withheld), 
sell to one or more additional banks or financial institutions (an 
"Assignee"), all or any part of its rights and obligations under this 
Agreement and the other Credit Documents and with respect to the Letters of 
Credit, pursuant to an Assignment and Acceptance executed by such Assignee, 
such assigning Bank (and, in the case of an Assignee that is not then a Bank 
or an affiliate thereof, by the Company and the Administrative Agent), and 
delivered to the Administrative Agent for its acceptance and recording in the 
Register (as defined below); provided that (A) each such sale pursuant to 
this subsection 10.6(c) (I) to a Person which is not then a Bank or an 
Affiliate of a Bank shall be of Commitments and/or Loans of $10,000,000 (or 
if such assigning Bank has Commitments and Loans in an amount less than 
$10,000,000 in the aggregate, such lesser amount) or more and (II) to a 
Person which is then a Bank or an Affiliate of a Bank may be in any amount, 
(B) in the event of a sale of less than all of such rights and obligations,  
such Bank after such sale shall retain Commitments and/or Loans (without 
duplication) aggregating $10,000,000; and provided further that the foregoing 
shall not prohibit a Bank from selling participating interests in accordance 
with subsection 10.6(b) in all or any portion of its Commitments and/or Loans 
(without duplication) and (C) each Assignee which is a Non-U.S. Bank shall 
comply with the provisions of clause (A) of subsection 3.17(e) hereof, or, 
with the prior written consent of the Company which may be withheld in its 
sole discretion, with or without cause, the provisions of clause (B) of 
subsection 3.17(e) hereof (and, in either case, with all of the other 
provisions of subsection 3.17(e) hereof), and provided, further, that no Bank 
shall assign any Bid Loans pursuant to this subsection 10.6(c) except in 
connection with the assignment of all of its Loans and Commitments under this 
Agreement.  If at any time any Co-Agent shall own less than 5% of the 
Commitments and/or the Loans (without duplication), then such Co-Agent shall, 
at the Company's request after consultation with the Administrative Agent, no 
longer be entitled to the benefits of the title "Co-Agent" under this 
Agreement and shall promptly resign as a Co-Agent; provided that nothing 
contained in this sentence shall be construed or interpreted as impairing any 
right of a resigning Co-Agent in its capacity as a Bank under this Agreement; 
and provided further that the foregoing shall not prohibit a Co-Agent from 
selling participating interests in accordance with subsection 10.6(b) in all 
or any portion of its Commitments and/or Loans.   Upon such execution, 
delivery, acceptance and recording, from and after the effective date 
determined pursuant to such Assignment and Acceptance, (x) the Assignee 
thereunder shall be a party hereto and, to the extent provided in such 
Assignment and Acceptance, have the rights and obligations of a Bank 
hereunder with the Commitments as set forth therein, and (y) the assigning 
Bank thereunder shall, to the extent of the interest transferred, as 
reflected in such Assignment and Acceptance, be released from its obligations 
under this Agreement (and, in the case of an Assignment and Acceptance 
covering all or the remaining portion of an assigning Bank's rights and 
obligations under this Agreement, such assigning Bank shall cease to be a 
party hereto). Such Assignment and Acceptance shall be deemed to amend 

                                   72

<PAGE>

this Agreement and Schedule I hereto to the extent, and only to the extent, 
necessary to reflect the addition of such Assignee and the resulting 
adjustment of Commitment Percentages arising from the purchase by such 
Assignee of all or a portion of the rights and obligations of such assigning 
Bank under this Agreement.  

         (d) The Administrative Agent acting on behalf of and as agent for 
the Company, shall maintain at its address referred to in subsection 10.2 a 
copy of each Assignment and Acceptance delivered to it and a register (the 
"Register") for the recordation of the names and addresses of the Banks and 
the registered owners of the Obligations evidenced by the Registered Form 
Notes and the Commitments of, the principal amount of any Loans owing to, 
and, if such Bank has any Revolving Credit Commitment, the L/C Participating 
Interests of, each Bank from time to time.  The entries in the Register shall 
be conclusive, in the absence of manifest error, and the Company, the 
Administrative Agent and the Banks shall treat each Person whose name is 
recorded in the Register as the owner of the Loans, Registered Form Notes or 
L/C Participating Interests recorded therein for all purposes of this 
Agreement. Any assignment of a Loan, Registered Form Notes or other 
obligation hereunder shall be effective only upon appropriate entries with 
respect thereto being made in the Register.  Any assignment or transfer of an 
obligation hereunder evidenced by a promissory note shall be registered in 
the Register only upon the surrender of such note for registration of such 
assignment or transfer, and thereupon one or more new notes shall be issued 
to the Assignee and the old note shall be returned by the Administrative 
Agent to the Company, marked "cancelled".  The Register shall be available 
for inspection by the Company or any Bank at any reasonable time and from 
time to time upon reasonable prior notice.

         (e) Upon its receipt of an Assignment and Acceptance executed by an 
assigning Bank and an Assignee (and, in the case of an Assignee that is not 
then a Bank or an Affiliate thereof, by the Company and the Administrative 
Agent), together with payment to the Administrative Agent of a registration 
and processing fee of $4,000 if the Assignee is not a Bank or an Affiliate 
thereof prior to the execution of such Assignment and Acceptance and $1,000 
otherwise, the Administrative Agent shall (i) promptly accept such Assignment 
and Acceptance and (ii) on the effective date determined pursuant thereto, 
record the information contained therein in the Register and give notice of 
such acceptance and recordation to the Banks and the Company.

         (f) The Company authorizes each Bank to disclose to any Participant 
or Assignee (each, a "Transferee") and any prospective Transferee any and all 
financial information in such Bank's possession concerning Holdings, the 
Company and their respective Subsidiaries and Affiliates which has been 
delivered to such Bank by or on behalf of the Company pursuant to this 
Agreement or which has been delivered to such Bank by or on behalf of the 
Company in connection with such Bank's credit evaluation of Holdings, the 
Company and their respective Subsidiaries and Affiliates prior to becoming a 
party to this Agreement.

         In addition, the Company authorizes the disclosure by any Designated 
Lender of any non-public information with respect to itself which has been 
delivered to the Banks hereunder to any rating agency, commercial paper 
dealer, or provider of a surety, guaranty or credit or liquidity enhancement 
to such Designated Lender.

         (g) If, pursuant to this subsection 10.6, any interest in this 
Agreement is transferred to any Transferee which would be a Non-U.S. Bank 
upon the effectiveness of such 

                                  73

<PAGE>

transfer, the assigning Bank shall cause such Transferee, concurrently with 
the effectiveness of such transfer, (i) to represent to the assigning Bank 
(for the benefit of the assigning Bank, the Administrative Agent and the 
Company) that under applicable law and treaties no United States federal 
income taxes or United States backup withholding taxes will be required to be 
withheld by the Administrative Agent, the Company or the assigning Bank with 
respect to any payments to be made to such Transferee in respect of the Loans 
or L/C Participating Interests, (ii) to furnish to the assigning Bank (and, 
in the case of any Assignee registered in the Register, the Administrative 
Agent and the Company) such Internal Revenue Service Forms required to be 
furnished pursuant to subsection 3.17(e) and (iii) to agree (for the benefit 
of the assigning Bank, the Administrative Agent and the Company) to be bound 
by the provisions of subsections 3.17(e).

         (h) For avoidance of doubt, the parties to this Agreement 
acknowledge that the provisions of this subsection concerning assignments of 
Loans relate only to absolute assignments and that such provisions do not 
prohibit assignments creating security interests, including, without 
limitation, any pledge or assignment by a Bank of any Loan to any Federal 
Reserve Bank in accordance with applicable law; provided that any transfer of 
Loans upon, or in lieu of, enforcement of or the exercise of remedies under 
any such pledge shall be treated as an assignment thereof which shall not be 
made without compliance with the requirements of this subsection 10.6.

         (i) Any Bank may at any time designate not more than one Designated 
Lender to fund Revolving Credit Loans and/or Bid Loans on behalf of such 
Designating Lender subject to the terms of this subsection 10.6(i) and the 
provisions of the foregoing subsections 10.6(c), (d) and (e) hereof shall not 
apply to such designation; provided that each Designated Lender which is a 
Non-U.S. Bank shall comply with the provisions of clause (A) of subsection 
3.17(e) hereof, or, with the prior written consent of the Company which may 
be withheld in its sole discretion, with or without cause, the provisions of 
clause (B) of subsection 3.17(e) hereof (and, in either case, with all of the 
other provisions of subsection 3.17(e) hereof).  No Bank may have more than 
one Designated Lender at any time.  Such designation may occur either by the 
execution of the signature pages hereof by such Bank and Designated Lender 
next to the appropriate "Designating Lender" and "Designated Lender" 
captions, or by execution by such parties of a Designation Agreement 
subsequent to the date hereof; provided, that any Bank and its Designated 
Lender executing the signature pages hereof as "Designating Lender" and 
"Designated Lender", respectively, on the date hereof shall be deemed to have 
executed a Designation Agreement, and shall be bound by the respective 
representations, warranties and covenants contained therein, and such 
designation shall be conclusively deemed to be accepted by the Company and 
the Administrative Agent.  The parties to each such designation occurring 
subsequent to the execution date hereof shall execute and deliver to the 
Administrative Agent and the Company for their acceptance a Designation 
Agreement.  Upon such receipt of an appropriately completed Designation 
Agreement executed by a Designating Lender and a designee representing that 
it is a Designated Lender and consented to by the Company, the Administrative 
Agent will accept such Designation Agreement and will give prompt notice 
thereof to the Company and the other Banks, whereupon, (i) from and after the 
effective date specified in the Designation Agreement, the Designated Lender 
shall become a party to this Agreement with a right to make Revolving Credit 
Loans and Bid Loans on behalf of its Designating Lender pursuant to 
subsections 2.1(c) and 2.8(i), respectively, (ii) if so requested by such 
Designated Lender, the Company shall execute and deliver to such Designated 
Lender a promissory note in accordance with the terms of subsection 3.21(e) 
hereof, and (iii) the Designated Lender shall not be required to make 

                                 74

<PAGE>

payments with respect to any obligations and liabilities in this Agreement 
except to the extent of excess cash flow of such Designated Lender which is 
not otherwise required to repay obligations of such Designated Lender which 
are then due and payable; provided, however, that regardless of such 
designation and assumption by the Designated Lender, the Designating Lender 
shall be and remain obligated to the Company, the Administrative Agent and 
the Banks for each and every of the obligations of the Designating Lender and 
its related Designated Lender with respect to this Agreement, including, 
without limitation, any actions taken by the Designated Lender with respect 
to the Agreement, any indemnification obligations under subsection 9.7 hereof 
and any sums otherwise payable to the Company by the Designated Lender.  Each 
Designating Lender, or a specified branch or affiliate thereof, shall serve 
as the administrative agent of its Designated Lender and shall on behalf of 
its Designated Lender:  (i) receive any and all payments made for the benefit 
of such Designated Lender and (ii) give and receive all communications and 
notices and take all actions hereunder, including, without limitation, votes, 
approvals, waivers, consents and amendments under or relating to this 
Agreement and the other Credit Documents.  Any such notice, communication, 
vote, approval, waiver, consent or amendment shall be signed by a Designating 
Lender, or specified branch or affiliate thereof, as administrative agent for 
its Designated Lender and need not be signed by such Designated Lender on its 
own behalf.  The Company, the Administrative Agent and the Banks may rely 
thereon without any requirement that the Designated Lender sign or 
acknowledge the same. No Designated Lender may assign or transfer all or any 
portion of its interest hereunder or under any other Credit Document, other 
than via an assignment to its Designating Lender or Liquidity Bank, if any, 
or otherwise in accordance with the provisions of subsection 10.6(c) hereof.

         10.7 Adjustments; Set-off. (a)  If any Bank (a "Benefitted Bank") 
shall at any time receive any payment of all or part of any of its Revolving 
Credit Loans (other than payment of Swing Line Loans or Bid Loans) or L/C 
Participating Interests, as the case may be, or interest thereon, or receive 
any collateral in respect thereof (whether voluntarily or involuntarily, by 
set-off, pursuant to events or proceedings of the nature referred to in 
clause (f) of Section 8, or otherwise) in a greater proportion than any such 
payment to and collateral received by any other Bank, if any, in respect of 
such other Bank's Revolving Credit Loans or L/C Participating Interests, as 
the case may be, or interest thereon, such benefitted Bank shall purchase for 
cash from the other Banks such portion of each such other Bank's Revolving 
Credit Loans or L/C Participating Interests, as the case may be, or shall 
provide such other Banks with the benefits of any such collateral, or the 
proceeds thereof, as shall be necessary to cause such benefitted Bank to 
share the excess payment or benefits of such collateral or proceeds ratably 
in accordance with their Commitment Percentages with each of the Banks; 
provided, however, that if all or any portion of such excess payment or 
benefits is thereafter recovered from such benefitted Bank, such purchase 
shall be rescinded, and the purchase price and benefits returned, to the 
extent of such recovery, but without interest.  The Company agrees that each 
Bank so purchasing a portion of another Bank's Loans and/or L/C Participating 
Interests may exercise all rights of payment (including, without limitation, 
rights of set-off) with respect to such portion as fully as if such Bank were 
the direct holder of such portion.  The Administrative Agent shall promptly 
give the Company notice of any set-off, provided that the failure to give 
such notice shall not affect the validity of such set-off.

         (b) Upon the occurrence of an Event of Default specified in 
subsection 8(a) or 8(f), the Administrative Agent, each Bank and each 
Co-Agent are hereby irrevocably authorized at any time and from time to time 
without notice to the Company, any such notice being hereby waived by the 
Company, to set off and appropriate and apply any and all deposits (general 
or 

                                   75

<PAGE>

special, time or demand, provisional or final), in any currency, and any 
other credits, indebtedness or claims, in any currency, in each case whether 
direct or indirect, absolute or contingent, matured or unmatured, at any time 
held or owing by the Administrative Agent, such Bank or such Co-Agent or any 
Affiliate thereof to or for the credit or the account of the Company, or any 
part thereof in such amounts as the Administrative Agent, such Bank or such 
Co-Agent may elect, on account of the liabilities of the Company hereunder 
and under the other Credit Documents and claims of every nature and 
description of the Administrative Agent, such Bank or such Co-Agent against 
the Company, in any currency, whether arising hereunder or under any other 
Credit Document, as the Administrative Agent, such Bank or such Co-Agent may 
elect, whether or not the Administrative Agent, such Bank or such Co-Agent 
has made any demand for payment and although such liabilities and claims may 
be contingent or unmatured.  The Administrative Agent, each Bank and each 
Co-Agent shall notify the Company promptly of any such setoff made by it and 
the application made by it of the proceeds thereof, provided that the failure 
to give such notice shall not affect the validity of such setoff and 
application.  The rights of the Administrative Agent, each Bank and each 
Co-Agent under this paragraph are in addition to other rights and remedies 
(including, without limitation, other rights of setoff) which the 
Administrative Agent, such Bank or such Co-Agent may have.

         10.8 Judgment.  (a)  If for the purpose of obtaining judgment in any 
court it is necessary to convert a sum due hereunder in one currency into 
another currency, the parties hereto agree, to the fullest extent that they 
may effectively do so, that the rate of exchange used shall be that at which 
in accordance with normal banking procedures the Administrative Agent could 
purchase the first currency with such other currency on the Business Day 
preceding the day on which final judgment is given.

         (b)  The obligation of the Company in respect of any sum due to any 
Bank or the Administrative Agent hereunder shall, notwithstanding any 
judgment in a currency (the "Judgment Currency") other than that in which 
such sum is denominated in accordance with the applicable provisions of this 
Agreement or the other Credit Documents (the "Agreement Currency"), be 
discharged only to the extent that on the Business Day following receipt by 
such Bank or the Administrative Agent (as the case may be) of any sum 
adjudged to be so due in the Judgment Currency such Bank or the 
Administrative Agent (as the case may be) may in accordance with normal 
banking procedures purchase the Agreement Currency with the Judgment 
Currency; if the amount of the Agreement Currency so purchased is less than 
the sum originally due to such Bank or the Administrative Agent (as the case 
may be) in the Agreement Currency, the Company agrees, as a separate 
obligation and notwithstanding any such judgment, to indemnify such Bank or 
the Administrative Agent (as the case may be) against such loss, and if the 
amount of the Agreement Currency so purchased exceeds the sum originally due 
to any Bank or the Administrative Agent (as the case may be), such Bank or 
the Administrative Agent (as the case may be) agrees to remit to the Company 
such excess.

         10.9 Counterparts.  This Agreement may be executed by one or more of 
the parties to this Agreement on any number of separate counterparts and all 
of said counterparts taken together shall be deemed to constitute one and the 
same instrument.  A set of the copies of this Agreement signed by all the 
parties shall be lodged with the Company and the Administrative Agent.  This 
Agreement shall become effective with respect to the Company, the Co-Agents, 
the Administrative Agent and the Banks when the Administrative Agent shall 
have received copies of this Agreement executed by the Company, the Co-Agents 
and the Banks, or, in the case of any Bank, shall have received telephonic 
confirmation from such Bank stating that 

                                    76

<PAGE>

such Bank has executed counterparts of this Agreement or the signature pages 
hereto and sent the same to the Administrative Agent and the other conditions 
set forth in subsection 5.1 shall have been satisfied or waived in accordance 
with the terms thereof.

         10.10 Integration.  This Agreement and the other Credit Documents 
represent the entire agreement of the Credit Parties, the Administrative 
Agent, the Co-Agents and the Banks with respect to the subject matter hereof 
and thereof, and there are no promises, undertakings, representations or 
warranties by the Administrative Agent, any Co-Agent or any Bank relative to 
the subject matter hereof or thereof not expressly set forth or referred to 
herein or in the other Credit Documents.

         10.11 GOVERNING LAW; NO THIRD PARTY RIGHTS.  THIS AGREEMENT AND THE 
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED 
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE 
OF NEW YORK.  THIS AGREEMENT IS SOLELY FOR THE BENEFIT OF THE PARTIES HERETO 
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND, EXCEPT AS SET FORTH IN 
SUBSECTION 10.6, NO OTHER PERSONS SHALL HAVE ANY RIGHT, BENEFIT, PRIORITY OR 
INTEREST UNDER, OR BECAUSE OF THE EXISTENCE OF, THIS AGREEMENT.

         10.12 SUBMISSION TO JURISDICTION; WAIVERS. (a)  EACH PARTY TO THIS 
AGREEMENT HEREBY IRREVOCABLY AND     UNCONDITIONALLY:

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

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

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

         (iv)    AGREES THAT NOTHING CONTAINED HEREIN SHALL 

                                   77

<PAGE>

    AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER 
    PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER 
    JURISDICTION.

         (b) EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY 
LEGAL ACTION OR PROCEEDING REFERRED TO IN PARAGRAPH (a) ABOVE.

         10.13 Acknowledgements.  The Company hereby acknowledges that:

         (a) none of the Administrative Agent, any Co-Agent or any Bank has 
    any fiduciary relationship to any Credit Party, and the relationship 
    between the Administrative Agent, the Co-Agents and the Banks, on the one 
    hand, and the Credit Parties, on the other hand, is solely that of 
    creditor and debtor; and

         (b) no joint venture exists among the Banks or among any Credit 
    Parties and the Banks.

         10.14 No Bankruptcy Proceedings.  Each of the Company, the Banks and 
the Administrative Agent agrees that it will not institute against any 
Designated Lender or join any other Person in instituting against any 
Designated Lender any bankruptcy, reorganization, arrangement, insolvency or 
liquidation proceeding under any federal or state bankruptcy or similar law, 
for one year and one day after the payment in full of the latest maturing 
commercial paper note issued by such Designated Lender.

                                   78

<PAGE>

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

                                    COMMSCOPE, INC. OF NORTH CAROLINA


                                    By: /s/ Frank B. Wyatt, II
                                        -------------------------------
                                        Title: Secretary


                                    THE CHASE MANHATTAN BANK,
                                    as Administrative Agent, as a Co-Agent
                                    and as a Bank


                                    By: /s/ Laurie B. Perper
                                        ---------------------------------
                                        Title: Vice President

<PAGE>
 

                             BANK OF AMERICA NATIONAL TRUST AND 
                             SAVINGS ASSOCIATION, as a Co-Agent 
                             and as a Bank


                             By: /s/
                                 -------------------------------------
                                 Title:


                             BANKBOSTON, N.A., as a Co-Agent 
                             and as a Bank


                             By: /s/
                                 -------------------------------------
                                 Title:


                             BANK OF TOKYO-MITSUBISHI TRUST
                             COMPANY, as a Co-Agent and as a Bank


                             By: /s/
                                 -------------------------------------
                                 Title:


                             CIBC INC., as a Co-Agent and as a Bank


                             By: /s/
                                 --------------------------------------
                                 Title:


                             CREDIT LYONNAIS ATLANTA AGENCY, as a
                             Co-Agent and as a Bank


                             By: /s/
                                 ---------------------------------------
                                 Title:


                              FIRST UNION NATIONAL BANK, as a 
                              Co-Agent and as a Bank


                              By: /s/
                                  ---------------------------------------
                                  Title:


                             THE FUJI BANK, LIMITED, ATLANTA
                             AGENCY, as a Co-Agent and as a Bank

<PAGE>


                             By: /s/
                                 -----------------------------------------
                                 Title:


                             NATIONSBANK, N.A., as a Co-Agent 
                             and as a Bank


                             By: /s/
                                 -----------------------------------------
                                 Title:


                             TORONTO DOMINION (NEW YORK), INC., as a
                             Co-Agent and as a Bank


                             By: /s/
                                 -----------------------------------------
                                 Title:


                             WACHOVIA BANK, N.A., as a Co-Agent 
                             and as a Bank


                             By: /s/
                                 ------------------------------------------
                                 Title:


                             BANQUE NATIONALE DE PARIS


                             By: /s/
                                 ------------------------------------------
                                 Title:


                             By: /s/
                                 ------------------------------------------
                                 Title:

<PAGE>

                             BANQUE PARIBAS


                             By: /s/
                                 ------------------------------------------
                                 Title:


                             By: /s/
                                 ------------------------------------------
                                 Title:


                             CAISSE NATIONALE DE CREDIT AGRICOLE


                             By: /s/
                                 ------------------------------------------
                                 Title:


                             COMMERZBANK AG, ATLANTA AGENCY


                             By: /s/
                                 ------------------------------------------
                                 Title:

                             By: /s/
                                 ------------------------------------------
                                 Title:

                             DESIGNATED LENDER:
                             FOUR WINDS FUNDING CORPORATION


                             By: /s/
                                 -----------------------------------------
                                 Title:

                             By: /s/
                                 -----------------------------------------
                                 Title:


                             DESIGNATING LENDER:
                             COMMERZBANK AG, ATLANTA AGENCY


                             By: /s/
                                 -----------------------------------------
                                 Title:

                             By: /s/
                                 -----------------------------------------
                                 Title:


                             FLEET NATIONAL BANK


                             By: /s/
                                 -----------------------------------------
                                 Title:

<PAGE>


                             THE LONG-TERM CREDIT BANK OF JAPAN,
                             LIMITED


                             By: /s/
                                 -----------------------------------------
                                 Title:


                             THE MITSUI TRUST AND BANKING
                             COMPANY, LIMITED


                             By: /s/
                                 -----------------------------------------
                                 Title:


                             THE SANWA BANK LIMITED, CHICAGO
                             BRANCH


                             By: /s/
                                 -----------------------------------------
                                 Title:


                             SCOTIABANC INC.


                             By: /s/
                                 -----------------------------------------
                                 Title:


                             THE SUMITOMO BANK, LTD., CHICAGO
                             BRANCH


                             By: /s/
                                 -----------------------------------------
                                 Title:


                             THE SUMITOMO TRUST AND BANKING CO.,
                             LTD., NEW YORK BRANCH


                             By: /s/
                                 -----------------------------------------
                                 Title:

<PAGE>

                             TOKAI BANK, LTD.- ATLANTA AGENCY


                             By: /s/ 
                                 -----------------------------------------
                                 Title: 


                             YASUDA TRUST & BANKING COMPANY,
                             LTD. NEW YORK BRANCH


                             By: /s/
                                 -----------------------------------------
                                 Title: