<PAGE>
                                                                  EXHIBIT 10.8

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                                CREDIT AGREEMENT

                                     among

                            NEXTLEVEL SYSTEMS, INC.,

                                 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.,

                            THE BANK OF NOVA SCOTIA,

                    BANK OF TOKYO-MITSUBISHI TRUST COMPANY,

                      CAISSE NATIONALE DE CREDIT AGRICOLE,

                                   CIBC INC.,

                       DEUTSCHE BANK, AG, NEW YORK BRANCH
                         AND/OR CAYMAN ISLANDS BRANCH,

                             THE FUJI BANK LIMITED,

                                      AND

                               NATIONSBANK, N.A.

                                 as Co-Agents

                           Dated as of July 23, 1997

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<PAGE>
                               TABLE OF CONTENTS

                                                                         PAGE
                                                                         ----

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

    1.1    Defined Terms.........................................          2
    1.2    Other Definitional Provisions.........................         21

SECTION 2  AMOUNT AND TERMS OF REVOLVING
            CREDIT COMMITMENTS..................................          21

    2.1    Revolving Credit Commitments.........................          21
    2.2    Proceeds of Revolving Credit Loans...................          22
    2.3    Issuance of Letters of Credit........................          22
    2.4    Participating Interests..............................          23
    2.5    Procedure for Opening Letters of Credit..............          23
    2.6    Payments in Respect of Letters of Credit.............          23
    2.7    The Bid Loans........................................          24
    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.........................          30

    3.1    Procedure for Borrowing..............................          30
    3.2    Conversion Options...................................          30
    3.3    Changes of Commitment Amounts........................          31
    3.4    Optional Prepayments.................................          32
    3.5    Mandatory Prepayments................................          32
    3.6    Interest Rates and Payment Dates.....................          33
    3.7    Computation of Interest and Fees.....................          34
    3.8    Facility Fees........................................          34
    3.9    Certain Fees.........................................          34
    3.10   Letter of Credit Fees................................          34
    3.11   Letter of Credit Reserves............................          35
    3.12   Further Assurances...................................          36
    3.13   Obligations Absolute.................................          36
    3.14   Assignments..........................................          37
    3.15   Participations.......................................          37
    3.16   Inability to Determine Interest Rate.................          37
    3.17   Pro Rata Treatment and Payments......................          38
    3.18   Illegality...........................................          41
    3.19   Requirements of Law..................................          41
    3.20   Indemnity............................................          42

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                                                                         PAGE
                                                                         ----

    3.21   Repayment of Loans, Evidence of Debt.................          43
    3.22   Mitigation Obligations; Replacement of Banks.........          44

SECTION 4  REPRESENTATIONS AND WARRANTIES.......................          45

    4.1    Financial Condition.................................           45
    4.2    No Material Change..................................           46
    4.3    Corporate Existence; Compliance with Law............           47
    4.4    Corporate Power; Authorization......................           47
    4.5    Enforceable Obligations.............................           47
    4.6    No Legal Bar........................................           48
    4.7    No Material Litigation..............................           48
    4.8    Investment Company Act..............................           48
    4.9    Federal Regulation..................................           48
    4.10   No Default..........................................           48
    4.11   No Burdensome Restrictions..........................           49
    4.12   Taxes...............................................           49
    4.13   Subsidiaries........................................           49
    4.14   Ownership of Property; Liens........................           49
    4.15   ERISA...............................................           50
    4.16   Accuracy of Disclosure..............................           50
    4.17   Intellectual Property...............................           50

SECTION 5  CONDITIONS PRECEDENT................................           50

    5.1    Conditions to Effectiveness of this Agreement.......           50
    5.2    Conditions to Initial Loans and Letters of Credit...           53
    5.3    Conditions to All Loans and Letters of Credit.......           53

SECTION 6  AFFIRMATIVE COVENANTS...............................           54

    6.1    Financial Statements................................           54
    6.2    Certificates; Other Information.....................           55
    6.3    Payment of Obligations..............................           57
    6.4    Conduct of Business and Maintenance of Existence....           57
    6.5    Maintenance of Property; Insurance..................           57
    6.6    Inspection of Property; Books and Records; 
            Discussions........................................           57
    6.7    Notices.............................................           58
    6.8    Additional Subsidiary Guarantors....................           59

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

    7.1    Amendments of Spin-Off Documents....................           59
    7.2    Limitation on Liens.................................           60
    7.3    Limitation on Guarantee Obligations.................           61

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    7.4    Prohibition of Fundamental Changes..................           62
    7.5    Limitation on Sale of Assets........................           62
    7.6    Limitation on Investments, Loans and Advances.......           62
    7.7    Maintenance of Consolidated Net Worth...............           63
    7.8    Maintenance of Interest Coverage....................           63
    7.9    Maintenance of Leverage Ratio.......................           63
    7.10   Limitation on Dividends and Stock Repurchases.......           63
    7.11   Transactions with Affiliates........................           63
    7.12   Foreign Exchange Contracts..........................           63
    7.13   Fiscal Year.........................................           64

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

SECTION 10 MISCELLANEOUS........................................          70

   10.1    Amendments and Waivers...............................          70
   10.2    Notices..............................................          71
   10.3    No Waiver; Cumulative Remedies.......................          74
   10.4    Survival of Representations and Warranties...........          74
   10.5    Payment of Expenses and Taxes........................          74
   10.6    Successors and Assigns;
           Participations; Purchasing Banks.....................          75
   10.7    Adjustments; Set-off.................................          78
   10.8    Judgment.............................................          79
   10.9    Counterparts.........................................          80
   10.10   Integration..........................................          80
   10.11   GOVERNING LAW; NO THIRD PARTY RIGHTS.................          80
   10.12   SUBMISSION TO JURISDICTION; WAIVERS..................          80
   10.13   Acknowledgements.....................................          81

                                    -iii-


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SCHEDULES:

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

EXHIBITS:

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

                                    -iv-





<PAGE>

         CREDIT AGREEMENT, dated as of July 23, 1997, among NEXTLEVEL 
SYSTEMS, INC., a Delaware 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., The Bank of Nova Scotia, Bank of Tokyo-Mitsubishi Trust 
Company, Caisse Nationale de Credit Agricole, CIBC Inc., Deutsche Bank, AG, 
New York Branch and/or Cayman Islands Branch, The Fuji Bank, Limited and 
NationsBank, 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"), the Company, 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, 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 the 
Company, (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 the Company, 
which, at the time of the distribution, will own all of the capital stock of 
CommScope, and promptly thereafter (b) the Company 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, the Company 
and CommScope and their 

<PAGE>

respective Subsidiaries will be paid in full and cancelled and certain other 
transactions will be 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 $600,000,000 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 

                                        2

<PAGE>

    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 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, 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.  
    Notwithstanding the foregoing, CommScope and its Subsidiaries shall be 
    deemed to be Affiliates of the Company and its Subsidiaries for any 
    period during which CommScope is a Subsidiary of the Company.

         "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 Dollar Equivalent Amount 
    of the 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).

         "Alternate Rate Loan":  as defined in subsection 3.18.

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

                                        3

<PAGE>

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

           (in basis points)
                        Eurodollar Loan                         Standby
Leverage Ratio          Applicable Margin       Facility Fee    L/C Fee
--------------          -----------------       ------------    --------

Less than 0.75 to 1.0        15.50                  7.00          15.50

Less than 1.0 to 1.0 but
greater than or equal to
0.75 to 1.0                  17.00                  8.00          17.00

Less than 1.25 to 1.0
but greater than or
equal to 1.0 to 1.0          18.50                  9.00          18.50

Less than 1.75 to 1.0
but greater than or
equal to 1.25 to 1.0         22.50                 10.00          22.50

Less than 2.25 to 1.0
but greater than or
equal to 1.75 to 1.0         25.00                 15.00          25.00

Greater than or equal to     
2.25 to 1.0                  43.75                 18.75          43.75


    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 1.75 to 1.0 but greater than or equal to 1.25 to 1.0.

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

         "Assignment and Acceptance":  an Assignment and Acceptance 
    substantially in 

                                        4

<PAGE>

    the form of Exhibit I hereto.

         "Available Foreign Currencies":  the currencies set forth on 
    Schedule II, and any other available and freely-convertible non-Dollar 
    currency selected by the Company and approved by the Administrative Agent 
    in the manner described in subsection 10.1(c).

         "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.

         "Banks":  as defined in the preamble hereto.

         "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, or, in the case of Eurocurrency 
    Loans, any Working Day, specified in a notice pursuant to (a) subsection 
    2.8, 2.10 or 3.1 as a date on 

                                   5

<PAGE>

    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.

         "Business Day":  a day other than a Saturday, Sunday or other day on 
    which commercial banks in New York City or Chicago, Illinois are 
    authorized or required by law to close.

         "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.

                                  6

<PAGE>

         "Commitments":  the collective reference to the Revolving Credit 
    Commitments 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, the Consolidated Net Income 
    ((i) including earnings and losses from discontinued operations and (ii) 
    excluding extraordinary non-cash gains and losses) of the Company 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 (including 
    accelerated amortization of purchased in-process technologies), (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 and (e) 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; provided, that, 
    (i) Consolidated EBITDA for the period of four consecutive quarters 
    ending September 30, 1997 shall be equal to the product of (A) 
    Consolidated EBITDA for the fiscal quarter ending September 30, 1997 
    times (B) 4, (ii) Consolidated EBITDA for the period of four consecutive 
    fiscal quarters ending December 31, 1997 shall be equal to the product of 
    (A) Consolidated EBITDA for the two consecutive fiscal quarters ending 
    December 31, 1997 times (B) 2, and (iii) Consolidated EBITDA for the 
    period of four consecutive fiscal quarters March 31, 1998 shall be equal 
    to the product of (A) Consolidated EBITDA for the three consecutive 
    fiscal quarters ending March 31, 1998 times (B) 4/3.

         "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 the Company and its Subsidiaries, determined on a consolidated 
    basis in accordance with GAAP for such period; provided, however, the 
    interest portion of lease payments accrued under the leases established 
    under the Lease Facility shall be excluded from the calculation of 
    Consolidated Interest Expense to the extent such interest portion is 
    deducted in determining Consolidated EBITDA; provided, that, (i) 
    Consolidated Interest Expense for the period of four consecutive fiscal 
    quarters ending September 30 1997 shall be equal to the product of (A) 
    Consolidated Interest Expense for the fiscal quarter ending September 30, 
    1997 times (B) 4, (ii) Consolidated Interest Expense for the period of 
    four consecutive fiscal quarter ending December 31, 1997 shall be equal 
    to the product of (A) Consolidated Interest 

                                      7

<PAGE>

    Expense for the two consecutive fiscal quarters ending December 31, 1997 
    times (B) 2, and (iii) Consolidated Interest Expense for the period of 
    four consecutive fiscal quarters ending March 31, 1998 shall be equal to 
    the product (A) Consolidated Interest Expense for the three consecutive 
    fiscal quarters ending March 31, 1998 times (B) 4/3.

         "Consolidated Net Income":  for any period, the net income or net 
    loss of the Company and its Subsidiaries for such period, 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 the Company and its 
    Subsidiaries at such date, provided, that such amount shall be increased, 
    on a cumulative basis from June 30, 1997, for (i) amortization and 
    write-offs of debt discount and debt issuance costs and (ii) any amount 
    reflected as a charge in the Company's 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.

         "Consolidated Total Indebtedness":  as of any date of determination, 
    all Indebtedness of the Company and its Subsidiaries which would be 
    reflected as debt on a consolidated balance sheet of the Company prepared 
    in accordance with GAAP, excluding to the extent otherwise included the 
    Indebtedness of the Company and its Subsidiaries consisting of Lease 
    Obligations under leases entered into in connection with the Lease 
    Facility (regardless of the treatment of such Indebtedness under 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 and any Subsidiary Guarantee executed and delivered 
    pursuant to the terms of subsection 6.8.

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

         "Currency" or "Currencies":  the collective reference to Dollars and 
    Available Foreign Currencies.

         "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.

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

         "Dollar Equivalent Amount":  with respect to (i) the amount of any 
    Available Foreign Currency on any date, the equivalent amount in Dollars 
    of such amount of Available Foreign Currency, as determined by the 
    Administrative Agent using the applicable Exchange Rate and (ii) any 
    amount in Dollars, such amount.

                                    8

<PAGE>

         "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, 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.

         "Eurocurrency Base Rate":  with respect to each day during any 
    Interest Period for any Eurocurrency Loan, the rate per annum equal to 
    the rate at which Chase is offered deposits in Dollars or the applicable 
    Available Foreign Currency at or about 11:00 a.m. London time, two 
    Working Days prior to the beginning of such Interest Period (or, in the 
    case of U.K. Pounds Sterling, on the first day of such Interest Period) 
    in the interbank eurocurrency market where the foreign currency and 
    exchange operations in respect of Dollars or such applicable Available 
    Foreign Currency, as the case may be, 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 
    Eurocurrency Loan to be outstanding during such Interest Period.

         "Eurocurrency 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 Eurocurrency 
    Loans as designated as such from time to time in a notice from such Bank 
    to the Administrative Agent.

         "Eurocurrency Loans":  Loans at such time as they are made and/or 
    being maintained at a rate of interest based upon a Eurocurrency Rate.

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

                                        9

<PAGE>

                       Eurocurrency Base Rate
              ----------------------------------------
              1.00 - Eurocurrency Reserve Requirements

         "Eurocurrency Reserve Requirements":  for any day, as applied to a 
    Eurocurrency Loan, the aggregate (without duplication) of the rates 
    (expressed as a decimal) of reserve requirements current 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 to time hereafter in effect, dealing with reserve 
    requirements prescribed for Eurocurrency funding (currently referred to 
    as "Eurocurrency liabilities" in Regulation D of such Board) maintained 
    by a member bank of such System.

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

         "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.

         "Exchange Rate":  with respect to any Available Foreign Currency on 
    any date, the rate at which such Available Foreign Currency may be 
    exchanged into Dollars, as set forth on such date on the relevant Reuters 
    currency page at or about 11:00 A.M. New York City time on such date.  In 
    the event that such rate does not appear on any Reuters currency page, 
    the "Exchange Rate" with respect to such Available Foreign Currency shall 
    be determined by reference to such other publicly available service for 
    displaying exchange rates as may be agreed upon by the Administrative 
    Agent and the Company or, in the absence of such agreement, such 
    "Exchange Rate" shall instead be the Administrative Agent's spot rate of 
    exchange in the interbank market where its foreign currency exchange 
    operations in respect of such Foreign Currency are then being conducted, 
    at or about 10:00 A.M., local time, at such date for the purchase of 
    Dollars with such Available Foreign Currency, for delivery two Business 
    Days later; provided that if at the time of any such determination, no 
    such spot rate can reasonably be quoted, the Administrative Agent may use 
    any reasonable method as it deems applicable to determine such rate, and 
    such determination shall be conclusive absent manifest error (without 
    prejudice to the determination of the reasonableness of such method) and 
    (ii) for purposes of conversions of Currencies and calculating the Dollar 
    Equivalent Amount, in each case under subsection 2.10, the Exchange Rate 
    shall be deemed to be the Spot Rate.

         "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.

                                      10

<PAGE>

         "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 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 Currency Exposure":  at any date, the aggregate Dollar 
    Equivalent Amount of the outstanding principal amount of all Bid Loans 
    then outstanding which are denominated in an Available Foreign Currency.

         "Foreign Subsidiary":  any Subsidiary of the Company (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.

         "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) 

                                    11

<PAGE>

    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.

         "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.

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

                                   12

<PAGE>

    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 the Company, the ratio of (a) Consolidated EBITDA for the period of 
    four fiscal quarters ending on such day on a consolidated basis of the 
    Company and its Subsidiaries, to (b) Consolidated Interest Expense for 
    the period of four fiscal quarters ending on such day on a consolidated 
    basis of the Company 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.

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

              (a)  initially, the period commencing on, as the case may be, 
         the Borrowing Date or conversion date with respect to such 
         Eurocurrency 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 Eurocurrency 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 Working Days prior to the last day of the then 
         current Interest Period with respect to such Eurocurrency 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 Working Day, that Interest Period shall be extended to the 
         next succeeding Working 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 Working Day;

              (B)  any Interest Period that would otherwise extend beyond the 
         Revolving 

                                      13

<PAGE>

         Credit Termination Date shall end on the Revolving Credit 
         Termination Date, or if the Revolving Credit Termination Date shall 
         not be a Working Day, on the next preceding Working 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 
         Eurocurrency 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 Working 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 Eurocurrency Loan during an Interest Period for such 
         Eurocurrency 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 10.9(b).

         "L/C Application":  a letter of credit application in the relevant 
    Issuing Bank's 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 Facility":  the collective reference to the synthetic lease 
    facilities entered into by GI Delaware on August 12, 1996 and June 30, 
    1997 (and to be assigned to and assumed by the Company in connection with 
    the Spin-Off).

         "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.
         
         "Leased Property":  the collective reference to the facilities of 
    the Company located at Horsham, Pennsylvania, San Diego, California and 
    Rohnert Park, California which secure the Lease Facility.

                                  14

<PAGE>

         "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 the 
    Company and its Subsidiaries on such day to Consolidated EBITDA for the 
    period of four consecutive fiscal quarters of the Company 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).

         "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 which at any 
    time has a total asset book value (including the total asset book values 
    of any Subsidiaries), or for which 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 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.

         "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, in any Currency, 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 

                                      15

<PAGE>

    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 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.

                                    16

<PAGE>

         "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 Dollar Equivalent Amount of the 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.

         "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 

                                      17

<PAGE>

    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 the Company and CommScope 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.

         "Spot Rate":  with respect to any Available Foreign Currency on any 
    date, Chase's spot rate of exchange in the interbank market where its 
    foreign currency exchange operations in respect of such Available Foreign 
    Currency are then being conducted at or about 10:00 A.M. local time at 
    such date for the purchase of Dollars with such Available Foreign 
    Currency.

         "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 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; provided, however, that CommScope and its 
    direct and indirect Subsidiaries shall be deemed not to be a Subsidiary 
    of the Company hereunder for all purposes, including but not limited to, 
    financial reporting purposes.  A Subsidiary shall be deemed wholly-owned 
    by a Person who owns all of the voting shares of such Subsidiary except 
    for 

                                         18

<PAGE>

    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 
    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 Eurocurrency 
    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.

         "Working Day":  any day on which dealings in foreign currencies and 
    exchange between banks may be carried on in London, England and in New 
    York, New York.

         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 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 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.

                                  19

<PAGE>

         (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 the Company and its 
Subsidiaries taken as a whole shall refer to the Company 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 severally 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) $5,000,000, 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.  

         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) refinancing Indebtedness of GI Delaware assumed by the 
Company in connection with the Spin-Off or through payment of dividends to GI 
Delaware 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 in the United States commercial paper 
market, financing acquisitions, payment of dividends and repurchases of debt 
and equity securities issued by 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 

                                       20

<PAGE>

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.  

         (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 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 

                                 21

<PAGE>

(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 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 (in the case of Bid Loans made 
pursuant to an Absolute Rate Bid Loan Request) or any Working Day (in the 
case of Bid Loans made pursuant to an Index Rate Bid Loan Request).  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 or any Available Foreign Currency, and shall mature on the 
date, in each case 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, (A) the Aggregate 
Extensions of Credit would exceed the aggregate amount of the Revolving 
Credit Commitments or (B) the Foreign Currency Exposure would exceed 
$50,000,000.

         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 Working Days prior to the 
proposed Borrowing Date (in the case of 

                                   22

<PAGE>

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 shall specify the 
requested Currency.  Each Bid Loan Request may solicit bids for Bid Loans in 
an aggregate principal Dollar Equivalent Amount equal to $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 Working 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 Working Days 
before 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 date which is three Working 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 

                                    23

<PAGE>

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 Working 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 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 Loans requested in the related Bid Loan Request for such
    maturity date;

         (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 

                                    24

<PAGE>


    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 Dollar Equivalent Amount of 
    $5,000,000 or an integral multiple of $1,000,000 in excess thereof); and

         (5)  the Company may not accept offers for Bid Loans in any Currency 
    other than the Currency specified in the related Bid Loan Request. 

         (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 in the 
applicable Currency 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.

         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). 

                                     25

<PAGE>

         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 $40,000,000, 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 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, $2,000,000 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 

                                  26

<PAGE>

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 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 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.

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<PAGE>

         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 Working Day, if the borrowing 
is of Eurodollar Loans, or on any Business Day, if the borrowing is of ABR 
Loans, 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 
Working 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.

         (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 Eurocurrency 
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 Working Days prior to the proposed 
conversion date, specifying the Interest Period(s) selected therefor, and, if 
no Default or Event of Default has occurred and is continuing, such 
conversion shall be made on the requested 

                                 28

<PAGE>

conversion date or, if such requested conversion date is not a Working Day, 
on the next succeeding Working 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 Eurocurrency Loans on 
terms (including Currencies) reasonably satisfactory to the Administrative 
Agent.  Any termination of the Revolving Credit Commitments shall be 
accompanied by prepayment in full of the Revolving Credit Loans 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 Eurocurrency 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 Eurocurrency Loan then outstanding which has 
been so cash collateralized shall no longer be considered a "Letter of 
Credit", "Bid Loan" or "Eurocurrency Loan", as the case 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 Working Days' 
irrevocable notice to the Administrative Agent in the case of 

                                      29

<PAGE>

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 Dollar Equivalent 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 Loans and Eurocurrency 
Loans until the respective current Interest Periods therefor expire) and, if 
necessary, cash collateralize Bid Loans and Eurocurrency Loans to the extent 
that (i) the Aggregate Extensions of Credit exceeds the aggregate Commitments 
of all the Banks then in effect or (ii) the Foreign Currency Exposure exceeds 
$50,000,000.  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 (i) 
the Aggregate Extensions of Credit being in excess of the Revolving Credit 
Commitments or (ii) the Foreign Currency Exposure exceeding $50,000,000 and 
of promptly identifying and remedying any circumstance where, by reason of 
changes in exchange rates, (A) the Aggregate Extensions of Credit exceeds the 
Revolving Credit Commitments or (B) the amount of the Foreign Currency 
Exposure exceeds $50,000,000.  In the event that at any time the Company 
determines that (i) the Aggregate Extensions of Credit exceeds the Revolving 
Credit Commitments or (ii) the amount of the Foreign Currency Exposure 
exceeds $50,000,000, the Company will immediately make or cause to be made 
such repayments or prepayments of Loans (other than Bid Loans and 
Eurocurrency Loans until the respective current Interest Periods therefor 
expire) and, if necessary, cash collateralize Bid Loans  and Eurocurrency 
Loans as shall be necessary to cause (i) the Aggregate Extensions of Credit 
to no longer exceed the Revolving Credit Commitments and (ii) the amount of 
the Foreign Currency Exposure not to exceed $50,000,000.

         (b) The Administrative Agent will calculate the Aggregate Extensions 
of Credit 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 (i) the Aggregate Extensions of Credit exceeds the aggregate 
amount of the Revolving Credit Commitments or (ii) the Foreign Currency 
Exposure exceeds $50,000,000, 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 (i) the Aggregate 
Extensions of Credit to no longer 

                                  30

<PAGE>

exceed the Revolving Credit Commitments and (ii) the Foreign Currency 
Exposure not to exceed $50,000,000.

         (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 Eurocurrency 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 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 Eurocurrency 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 Eurocurrency 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 

                                   31

<PAGE>

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 Eurocurrency 
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 CommScope, Inc. of 
North Carolina and General Semiconductor, Inc., 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, 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.

                                 32
<PAGE>

         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 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 

                                  33
<PAGE>

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 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 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) 

                               34
<PAGE>

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
(a) by reason of circumstances affecting the interbank eurodollar
market, adequate and reasonable means do not exist for ascertaining
the Eurocurrency Rate for any Interest Period with respect to (i)
proposed Loans that the Company has requested be made as Eurocurrency
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, or (b) deposits in the relevant Currency in the
relevant amount and for the relevant period with respect to any such
Eurocurrency Loan are not available to any of the Banks required to
fund such Loan in their respective Eurocurrency Lending Offices'
interbank eurodollar market, 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 or such other office
designated by the Administrative Agent for payments in such Currency
in the relevant Currency 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 Eurocurrency 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.  If any payment on a Eurocurrency Loan
becomes due and payable on a day other than a Working Day, the
maturity thereof shall be extended to the next succeeding Working Day
unless the result of such extension would be to extend such payment
into another calendar month in which event such payment shall be made
on the immediately preceding Working Day.

         (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 
                                   35
<PAGE>

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 and Participant 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
         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 

                                      36
<PAGE>

         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),
         no Assignee shall be entitled to deliver any forms or
         statements pursuant to this clause (B), but rather shall be
         required to deliver forms pursuant to clause (A) of this
         subsection 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 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 

                                      37
<PAGE>

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 Eurocurrency 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 Eurocurrency 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 (a)
in the case of Eurodollar Loans and Index Rate Bid Loans denominated
in Dollars, to ABR Loans, and (b) in the case of an Index Rate Bid
Loan denominated in an Available Foreign Currency, to a loan bearing
interest at an alternate fixed or floating rate reasonably determined
by the relevant Bid Loan Lender to be a rate for such Available
Foreign Currency comparable to the ABR and to compensate it for loss
of the Applicable Margin due to such conversion (each, an "Alternate
Rate Loan").  To the extent that such affected Eurocurrency Loans are
converted into ABR Loans or Alternate Rate Loans, as the case may be,
all payments of principal which would otherwise be applied to such
Eurocurrency Loans shall be applied instead to such Bank's ABR Loans
or Alternate Rate Loans, as the case may be.  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 Eurocurrency 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 
    Eurocurrency 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 

                                   38
<PAGE>

    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);

          (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 Eurocurrency 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 Eurocurrency 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
Eurocurrency 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
Eurocurrency Loans or Absolute Rate Bid Loans of such Bank, including,
but not limited to, any 

                                   39
<PAGE>

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 Eurocurrency 
Loans or Absolute Rate Bid Loans hereunder, (b) default by the Company in 
making a borrowing of Eurocurrency 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 Eurocurrency Loans after the Company has 
given notice in accordance with subsection 3.2, (c) default by the Company in 
making any prepayment of Eurocurrency 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 Eurocurrency Loan, Money Market Rate Loan or 
Absolute Rate Bid Loan or conversion of any Eurocurrency 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 Eurocurrency 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, Type, and with respect to Bid
Loans, the applicable Available Foreign Currency, 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 the Company 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 

                                   40
<PAGE>


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 
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 Eurocurrency 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 unrea- 

                                   41
<PAGE>


sonably 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 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 
Eurocurrency 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 of 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 Communications 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 Communications 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 Communications 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 

                                   42
<PAGE>


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 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 
Communications 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 Communications 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 Communications Business for any future date. The Pro Forma Balance Sheet 
presents fairly on a pro forma basis the combined financial position of the 
Communications 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 Communications 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 Communications 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 Communications 
Business believes to be reasonable.  As of the date of the Pro Forma Balance 
Sheet, the Communications 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 the Company 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 

                                   43
<PAGE>

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 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 Subsidiary 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 Subsidiary 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 

                                   44
<PAGE>

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 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.

                                   45
<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 IV constitute all of the Domestic Subsidiaries of the
Company and the Subsidiaries listed on Schedule V 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 

                                   46
<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.  The Administrative Agent shall have 
    received this Agreement, executed and delivered by a duly 
    authorized officer of each of the Company, the Banks, the 
    Co-Agents and the Administrative Agent.

         (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 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 
    Keith A. Zar, Esq., Vice President and 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 
    Administrative Agent shall reasonably require.

                                   47
<PAGE>


         (c) Closing Certificate.  The Administrative Agent shall 
    have received a Closing Certificate of the Company, dated the 
    Effective Date, substantially in the form of Exhibit F-1 
    hereto, 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 the 
    Company. 

         (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 VI, 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 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 

                               48
<PAGE>

    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 Documents shall not have been 
    amended in any material respect without the consent of the 
    Administrative Agent.

                                   49
<PAGE>

         (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, 
    the Company, 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 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 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.

                                  50
<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 the Company, a copy of the
    consolidated balance sheet of the Company 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 the Company, the unaudited consolidated
    balance sheet of the Company and its consolidated Subsidiaries as
    at the end of such quarter, the related unaudited consolidated
    statements of stockholders' equity and cash flows of the Company
    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 the Company
    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 the Company to which
    such budget relates, a consolidated operating budget for the
    Company and its Subsidiaries taken as a whole, in each case as
    adopted by the Board of Directors of the Company.

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
current year need not be shown in interim financial statements as such
either for the current period or comparable prior period).  In the
event the Company changes its accounting methods 

                                 51
<PAGE>

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 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 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 the Company and its Subsidiaries, and the aggregate
    amount of depreciation, depletion and amortization charged on the
    books of the Company 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 the
    Company delivered pursuant to subsection 6.1(a) or (b); 

         (c) promptly upon receipt thereof, copies of all final
    reports submitted to the Company by independent certified public
    accountants in connection with each annual, interim or special
    audit of the books of 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 the Company or 

                                 52
<PAGE>

    any of its 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
    the Company and its Subsidiaries during the periods covered by
    such financial statements to the extent not included in the
    reports filed by the Company with the Securities and Exchange
    Commission which are delivered to the Banks; 

         (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 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 

                                    53
<PAGE>

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 the Company 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 the Company or any of its 
    Subsidiaries and any Governmental Authority, or receipt of any 
    notice of any environmental claim or assessment against the 
    Company 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 $50,000,000 
    of the amount claimed is not 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, 

                                    54
<PAGE>

    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 the 
    Company and its 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 (whether presently existing or hereafter created or
acquired) shall become a Material Subsidiary, the Company 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, 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 or any of its
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 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 or any of its 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 the Company
or any of its Subsidiaries to perform their respective obligations
under the Spin-Off Documents or 

                              55

<PAGE>

(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;

         (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 $150,000,000 and (ii) no such Liens shall encumber
    any capital stock of the Company or any Subsidiary; 

         (j) Liens on the Leased Property created pursuant to, or
    expressly permitted by, the Lease Facility; 

                                       56
<PAGE>
         (k) any judgment or judicial attachment Lien with respect to any 
    judgment that does not constitute an Event of Default; 

         (l) 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;

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

         (n) Liens on fixed or capital assets acquired or improved by the 
    Company or any Subsidiary; provided that (i) 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 (ii) such 
    security interests shall not apply to any other property or assets of 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 $150,000,000 at any one time;

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

         (d) Guarantee Obligations in respect of foreign currency exchange 
    contracts permitted by subsection 7.12;

         (e) Guarantee Obligations pursuant to the Subsidiary 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; 

         (g) the guarantee by the Company of the Lease Facility; and

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

         7.4 Prohibition of Fundamental Changes.  Enter into any transaction 
of

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<PAGE>

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, 
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) $600,000,000 and (ii) 50% of the Consolidated Net Income of the 
Company, 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 5.0 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 3.0 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

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<PAGE>

any shares of any class of stock (including the outstanding capital stock of 
the Company), 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 the other Subsidiaries which are directly or indirectly 
    wholly-owned by the Company, and Foreign Subsidiaries may pay dividends 
    directly or indirectly to Foreign Subsidiaries which are directly or 
    indirectly wholly-owned by the Company;

         (b) the Company at any time may make Restricted Payments so long as 
    (i) after giving effect to such Restricted Payments, the Company shall be 
    in pro forma compliance with subsection 7.7 and (ii) 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; and

         (c) the Company may distribute to its shareholders the capital stock 
    of CommScope in connection with the Spin-Off.

         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.

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

         7.13 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.

         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 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

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<PAGE>

    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 any Subsidiary 
    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) The Company 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 
    $15,000,000; or

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

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<PAGE>

    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), 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 or which occurs by reason of the Spin-Off 
    Transactions) 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 
    $15,000,000 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) (i)  Any Person or two or more Persons (except FL Affiliates 
    and, prior to the Spin-Off, General Instrument Corporation) 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 the Company; 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 the Company; 

    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
 
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    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.

         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., The Bank of Nova Scotia, Bank of Tokyo-Mitsubishi Trust 
Company, Caisse Nationale de Credit Agricole, CIBC Inc., Deutsche Bank, AG, 
New York Branch and/or Cayman Islands Branch, The Fuji Bank, Limited and 
NationsBank, 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 

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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 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

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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 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. 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

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<PAGE>

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 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 any Subsidiary 
    Guarantor from its obligations under the Subsidiary Guarantee without the 
    written consent of the Release Banks, except as otherwise provided;

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<PAGE>

         (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;

          (c)  in addition to amendments effected pursuant to the foregoing 
    paragraphs  (a) and (b), Schedule II may be amended to add Available 
    Foreign Currencies, upon execution and delivery by the Company and the 
    Administrative Agent of a written instrument providing for such 
    amendment; and

          (d)  the Administrative Agent shall give prompt notice to each Bank 
    of any amendment effected pursuant to subsection 10.1(c).

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 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.

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<PAGE>

         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:        NextLevel Systems, Inc.
                             8770 West Bryn Mawr Avenue, Suite 1300
                             Chicago, Illinois  60631
                             Attention:  Treasurer
                             Telecopy:  (312) 695-1001

         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
           Agent:            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

         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

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<PAGE>

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

                             The Bank of Nova Scotia
                             181 W. Madison
                             Suite 3700
                             Chicago, Illinois 60602
                             Attention:  Lisa A. Garling
                             Telecopy:  (312) 201-4108

                             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

                             Caisse Nationale de Credit Agricole
                             55 E. Monroe
                             Suite 4700
                             Chicago, Illinois 60603
                             Attention:  Linda Hayes
                             Telecopy:  (312) 372-4421

                             CIBC Inc.
                             425 Lexington Avenue
                             8th Floor
                             New York, New York  10017
                             Attention:  Paolo Ferrari
                             Telecopy:  (212) 856-3991

                             Deutsche Bank, AG, New York Branch
                             and/or Cayman Islands Branch
                             31 West 52nd Street
                             New York, New York 10019
                             Attention:  Ralf Hoffman
                             Telecopy:  (212) 469-8212

                             The Fuji Bank, Limited
                             225 West Wacker Drive
                             Suite 2000
                             Chicago, Illinois 60606
                             Attention:  Stephen P. Peca
                             Telecopy:  (312) 621-0539 /
                             (312) 419-3677

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<PAGE>

                             NationsBank, N.A.
                             233 South Wacker Drive
                             Suite 2800
                             Chicago, Illinois 60606
                             Attention:  Lisa Donoghue
                             Telecopy:  (312) 234-5619

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.

         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

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<PAGE>

    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 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 the Company may not assign or transfer 
any of its rights or obligations under this Agreement without the prior 
written consent of each Bank.

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<PAGE>

         (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 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

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<PAGE>

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 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

                                        72

<PAGE>

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 the Company and 
its 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 the Company and its Subsidiaries and Affiliates 
prior to becoming a party to this Agreement.

         (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 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.

         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

                                    73

<PAGE>

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 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

                                         74

<PAGE>

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 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

                                  75

<PAGE>

    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 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.

                                        76

<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.

                             NEXTLEVEL SYSTEMS, INC.


                             By: /s/ THOMAS A. DUMIT
                                 -----------------------
                                 Title: Vice President


                             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:


                             THE BANK OF NOVA SCOTIA, 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:


                             CAISSE NATIONALE DE CREDIT AGRICOLE, as 
                             a Co-Agent and as a Bank


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


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


<PAGE>

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


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


                             DEUTSCHE BANK, AG, NEW YORK BRANCH AND/OR 
                             CAYMAN ISLANDS BRANCH, as a Co-Agent and as 
                             a Bank


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


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


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


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


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


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


                             THE BANK OF NEW YORK


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


                             BANQUE NATIONALE DE PARIS


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

<PAGE>

                             THE DAI-ICHI KANGYO BANK, LTD.


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


                             THE INDUSTRIAL BANK OF JAPAN, LIMITED


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


                             THE NORTHERN TRUST COMPANY


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


                             THE SANWA BANK LIMITED, CHICAGO BRANCH


                             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: