<PAGE>

                                                                  EXHIBIT 10.11

                                  CONFIDENTIAL
                                COMMITMENT LETTER

January 23, 2002

Integrated Defense Technologies, Inc.
110 Wynn Drive
Huntsville, Alabama 35807
Attention: Robert McKeon

           Re: CREDIT FACILITIES FOR INTEGRATED DEFENSE TECHNOLOGIES, INC.

Gentlemen:

DESCRIPTION OF REFINANCING

         You have advised us that Integrated Defense Technologies, Inc.
("COMPANY"), a portfolio company of Veritas Capital Partners, LLC ("VERITAS"),
has existing indebtedness in the outstanding principal amount of approximately
$180.0 million (the "EXISTING INDEBTEDNESS"). You have further advised us that
the Company intends to refinance or repay the Existing Indebtedness, and in
connection with the Refinancing, pay a mandatory redemption price under the
Company's Senior Subordinated Notes of approximately $2.6 million (the
"PREPAYMENT PENALTY") and related transaction costs in an amount not to exceed
$8.5 million (collectively, the "Refinancing"). You have advised us that in
connection with the Refinancing, you will require approximately $192.0 million,
consisting of (i) a senior secured credit facility of $135.0 million, of which
amount approximately $99.0 million will be borrowed on the date of closing (the
"CLOSING DATE"), and (ii) no less than $93.0 million in net proceeds from an
initial public offering ("IPO") of approximately 20% of the Company, which IPO
is anticipated to be consummated in February, 2002. As used in this letter,
"TRANSACTION" means consummation of the Refinancing, IPO and Credit Facility.

DESCRIPTION OF CREDIT FACILITY

         Canadian Imperial Bank of Commerce is pleased to confirm that it or one
or more of its agencies, branches or affiliates, including CIBC World Markets
Corp. (collectively, "CIBC") is willing to underwrite the $135.0 million Credit
Facility described below and in the Summary of Terms and Conditions attached as
ANNEX A hereto (the "TERM SHEET"), subject to the terms and conditions set forth
in this Letter and the Term Sheet

         The senior bank credit facilities to be provided to the Company will
consist of a $45.0 million five-year term loan A credit facility (the "TERM LOAN
A FACILITY"), a $50.0 million six-year term loan B credit facility (the "TERM
LOAN B FACILITY" and, together with the Term Loan A Facility, the "TERM LOANS"),
and an up to $40.0 million five-year revolving credit facility (the "REVOLVER";
and together with the Term Loans, the "CREDIT FACILITY"). Up to $25.0

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<PAGE>

million of the Revolver will be made available for the issuance of letters of
credit. The Company may increase one or more tranches under the Credit Facility,
at CIBC's and the Company's mutual discretion, in an aggregate amount of up to
$50.0 million, at any time prior to two years after the closing (the "GREENSHOE
OPTION") from willing lenders or eligible assignees, subject to the terms and
conditions contained in this Letter and the Term Sheet.

         The Company hereby agrees that CIBC will act as Lead Arranger and Book
Runner for the Credit Facility. CIBC will use commercially reasonable efforts to
arrange for a syndicate of other banks, financial institutions and other
"accredited investors" (as defined in SEC regulations; each such bank, financial
institution and accredited investor, including CIBC, being a "LENDER" and,
collectively, the "LENDERS") to participate in the Credit Facility. In addition,
CIBC reserves the right to arrange for other Lenders to provide a portion of its
share of the Credit Facility. CIBC will act as administrative agent for the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT"). The Company hereby
agrees that no other agents, co-agents or arrangers will be appointed, no other
titles will be awarded and no compensation (other than as expressly set forth in
the Term Sheet and accompanying fee letter dated as of the date hereof (the "FEE
LETTER")) will be paid in connection with the Credit Facility unless CIBC shall
so agree. As used herein, the term "SENIOR LOAN DOCUMENTATION" shall mean the
definitive financing documents under which the Credit Facility is provided.

CONDITIONS PRECEDENT

         This commitment is based upon our investigation to date and is subject
to CIBC obtaining satisfactory results from the completion of our and our
counsel's confirmatory due diligence. CIBC confirms that it has substantially
completed its due diligence investigation of the business, assets, results of
operations, properties and condition (financial and other) of the Company and
its subsidiaries (collectively, the "LOAN PARTIES") and is substantially
satisfied with the results of its investigations. If our continuing review of
the Loan Parties discloses information relating to conditions or events not
previously disclosed to us or relating to new information or additional
developments concerning conditions or events previously disclosed to us which we
believe may have a material adverse effect on the business, operations,
properties, assets, liabilities, condition (financial or otherwise) or prospects
of the Loan Parties or the Transaction, we may, in our sole discretion, suggest
alternative financing amounts or structures that ensure adequate protection for
the Lenders or decline to participate in the proposed financing.

         CIBC's commitment hereunder and CIBC's agreement to perform the
services described herein are subject to the following: (i) repayment of all
principal, interest and other amounts due in connection with the Existing
Indebtedness, including, without limitation, the $2.6 million Prepayment
Penalty, and termination of all documents evidencing or securing the Existing
Indebtedness, (ii) since the date of the Company's last audited financial
statements, nothing shall have occurred which could reasonably be likely to have
a material adverse effect on the ability of any Loan Party to perform its
obligations, and to avoid default, under the Senior Loan Documentation or
consummate the Transaction, (iii) our not becoming aware after the date hereof
of any information or other matter affecting the Transaction or the Loan Parties
that is inconsistent in a material and adverse manner with any Information (as
defined below), including all Projections (as defined below) disclosed to us
prior to the date hereof, which

                                       2
<PAGE>

information or other matter we reasonably believe could be expected to have a
material adverse effect on the business, operations, condition (financial or
otherwise), assets or liabilities (including the Projections) of the Loan
Parties or the Transaction, (iv) our satisfaction that prior to and during the
syndication of the Credit Facility there shall be no competing offering,
placement or arrangement of any debt securities or bank financing by or on
behalf of the Company, (v) the consummation, prior to or concurrently with the
closing of the Credit Facility, of the IPO in form and substance satisfactory to
CIBC with net proceeds of no less than $93.0 million, (vi) the reasonable
satisfaction of CIBC in all material respects with the material terms of all
material agreements relating to the Transaction, and (vii) the negotiation,
execution and delivery on or before March 31, 2002 of Senior Loan Documentation,
in each case prepared by CIBC's counsel and satisfactory to CIBC and the
Lenders, containing the terms set forth herein and in the Term Sheet and other
provisions that CIBC reasonably may deem appropriate. CIBC's commitment shall
also be subject to CIBC's determination that there has been no suspension of
capital markets and that there has not occurred any material disruption or
material adverse change in (i) the business, operations, properties, assets,
liabilities, condition (financial or otherwise) or prospects of the Loan
Parties, or (ii) the financial or capital markets in which CIBC participate.
Those matters that are not covered by the provisions hereof, of the Fee Letter
and of the Term Sheet are subject to the approval and agreement of CIBC and you.

SYNDICATION

         As we discussed, CIBC intends to arrange for the syndication of the
Credit Facility. CIBC in consultation with Veritas will manage all aspects of
the syndication, including decisions as to the selection of institutions to be
approached and when they will be approached, when their commitments will be
accepted, the allocations of the commitments among the Lenders and the amount
and distribution of fees among the Lenders. In that regard, the Company agrees
to actively assist (and to cause Veritas to actively assist) CIBC in the
syndication of the Credit Facility, which assistance will require, among other
things, that the Company and the other Loan Parties, provide all information
CIBC reasonably deems to be necessary to successfully complete the syndication.

         In addition, the Company agrees to promptly provide, and use its
reasonable best efforts to cause its consultants and advisors to promptly
provide, to CIBC all financial and other information in its or their possession
with respect to the Transaction and the Loan Parties, including but not limited
to information and projections prepared by any Loan Party or any of their
advisors. The Company also agrees, during regular business hours, to answer
questions, and to use its reasonable best efforts to cause its consultants and
advisors to answer questions, regarding the Credit Facility, to review and
assist in the preparation of the syndication memorandum relating to the Credit
Facility, to meet with prospective Lenders and to use commercially reasonable
efforts to ensure that CIBC's syndication efforts benefit from the lending
relationships of Veritas and the Loan Parties.

         CIBC shall have the right to fully syndicate the Credit Facility prior
to the Closing Date. CIBC shall be entitled at its reasonable discretion, after
consultation with the Company, to modify the structure, pricing (including
interest and fees) or terms of the Credit Facility to reflect market conditions
or if CIBC determines that such changes are advisable in order to ensure a
successful syndication.

                                       3
<PAGE>

         The Company represents that, based on its review and analysis, (a) all
information, other than Projections (as defined below), which has been or is
hereafter made available to CIBC or the other Lenders by the Company or any
other Loan Party or any of their respective representatives in connection with
the Transaction (the "INFORMATION") has been reviewed and analyzed by the
Company and, as supplemented as contemplated by the next sentence, is (or will
be, in the case of Information made available after the date hereof) complete
and correct in all material respects when taken as a whole and does not (or will
not, as the case may be) contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements contained therein not
materially misleading in light of the circumstances under which such statements
were or are made, and (b) all financial projections concerning the Loan Parties
and the Transaction that have been or are hereafter made available to CIBC or
the other Lenders by the Company or the other Loan Parties or any of their
respective representatives in connection with the Transaction (the
"PROJECTIONS") have been (or will be, in the case of Projections made available
after the date hereof) prepared in good faith based upon reasonable assumptions.
The Company agrees to supplement the Information and the Projections from time
to time until the Closing Date so that the representation and warranty in the
preceding sentence is correct on the Closing Date. In arranging and syndicating
the Credit Facility, CIBC will be using and relying on the Information and the
Projections without independent verification thereof.

FEES AND EXPENSES; INDEMNITY

         In consideration of the commitments by CIBC hereunder, the Company
shall, upon acceptance of this Letter, pay to CIBC the fees set forth in and in
accordance with the separate Fee Letter from CIBC to the Company.

         In addition, and regardless of whether the transactions contemplated
hereunder are consummated, the Company agrees to pay the reasonable costs and
expenses (including the reasonable fees and expenses of external counsel
(including, without limitation, any local counsel) to CIBC, reasonable
professional fees of consultants, appraisers and other experts and reasonable
out-of-pocket expenses of CIBC, including, without limitation, syndication
expenses) incurred by CIBC in connection with the preparation, execution and
delivery of this Letter, the Fee Letter, the Senior Loan Documentation and the
syndication of the Credit Facility. Such expenses shall be due and payable upon
demand by CIBC or, at CIBC's discretion, shall be due and payable on the Closing
Date. The Company also agrees to pay all costs and expenses of CIBC (including,
without limitation, fees and disbursements of internal and external counsel)
incurred in connection with the enforcement of any of its rights and remedies
hereunder.

         The Company further agrees to indemnify, defend and hold harmless,
release and discharge each of the Lenders, CIBC, and each director, officer,
employee, agent, attorney and affiliate thereof (each an "indemnified person")
from and against any and all losses, claims, damages, liabilities or other
expenses to which CIBC or a Lender or such indemnified persons may become
subject, insofar as such losses, claims, damages, liabilities (or actions or
other proceedings commenced or threatened in respect thereof) or other expenses
arise out of or in any way relate to or result from the Transaction, any of the
statements contained in this Letter or relating to the extension of the
financing contemplated by this Letter, or any use or intended use of the
proceeds of any of the loans and other extensions of credit contemplated by this
Letter,

                                       4
<PAGE>

and to reimburse CIBC and each of the Lenders and each indemnified person for
any and all reasonable legal or other expenses incurred in connection with
investigating, defending or participating in any such investigation, litigation
or other proceeding (whether or not any such investigation, litigation or other
proceeding involves claims made between any Loan Party or any third party and
CIBC and such Lender or any such indemnified person, and whether or not such
Lender or any such indemnified person is a party to any investigation,
litigation or proceeding out of which any such expenses arise); PROVIDED,
HOWEVER, that the indemnity contained herein shall not apply to the extent that
such losses, claims, damages, liabilities or other expenses result from the
gross negligence or willful misconduct of CIBC, such Lender or indemnified
person, as determined by a final, non-appealable judgment of a court of
competent jurisdiction. Neither CIBC nor any Lender nor the Company shall be
responsible or liable to any other party or any other person for consequential
damages that may be alleged as a result of this Letter. The foregoing provisions
of this paragraph shall be in addition to any rights that CIBC, any Lender or
any indemnified person may have at common law or otherwise.

         All payments hereunder shall be made free and clear of any set-off,
withholding, claims or applicable taxes (other than taxes based on income) and
shall be made in U.S. dollars (unless otherwise specified).

         This provision shall survive termination of this Letter.

CONFIDENTIALITY

         The Company agrees that the existence of this Letter and the terms and
conditions hereof are confidential and may not be disclosed to any third party
without CIBC's prior written consent, except, after acceptance of this Letter,
to the extent that such disclosure (a) is required by law, regulation,
supervisory authority, or other applicable judicial or governmental order, (b)
was or becomes generally available to the public other than as a result of a
disclosure by one of the parties, (c) is made on a comparable confidential basis
to the attorneys, accountants and tax advisors of the Loan Parties on a need to
know basis. CIBC hereby consents to the disclosure of this Letter and the terms
and conditions hereof to the Company's underwriters in connection with the IPO
and agrees that the Company may file a copy of this Letter with the Securities
and Exchange Commission in connection with the Company's IPO.

         The Company acknowledges that CIBC may share with any of their
subsidiaries and affiliates (including CIBC Inc.) any information provided by
any Loan Party or any of their affiliates in connection with the proposed
Transaction, and that CIBC reserves the right to employ the services of such
subsidiaries and affiliates in order to fulfill their obligations under this
Letter.

         The Company should be aware that other parties with conflicting
interests may also be CIBC's customers, and that CIBC may be providing financial
or other services to them. However, CIBC assures that, consistent with their
long standing policy to hold in confidence the affairs of their customers, CIBC
will not furnish confidential information obtained from any Loan Party to any
other customer or prospective customer, and will hold such confidential
information in accordance with their customary procedures for handling
confidential

                                       5
<PAGE>

information. By the same token, CIBC will not make available to Veritas or any
Loan Party confidential information that CIBC has obtained from any other
customer.

         This provision shall survive the termination of this Letter.

GOVERNING LAW; JURISDICTION; WAIVERS

         WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, CIBC AND THE COMPANY
EACH HEREBY AGREES THAT THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, U.S.A.

         WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE PERFORMANCE OF ANY OF
THE PARTIES HEREUNDER, VERITAS HEREBY IRREVOCABLY (A) SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW
YORK, NEW YORK, U.S.A.; (B) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL
COURT; (C) WAIVES THE DEFENSE OF ANY INCONVENIENT FORUM; (D) AGREES THAT A FINAL
JUDGMENT OR RULING IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY
BE ENFORCED IN ANOTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW; (E) WAIVES ALL RIGHTS TO TRIAL BY JURY; (F) TO THE
EXTENT THAT IT OR ITS PROPERTIES OR ASSETS HAS OR HEREAFTER MAY HAVE ACQUIRED OR
BE ENTITLED TO IMMUNITY (SOVEREIGN OR OTHERWISE) FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR
TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT OR FROM EXECUTION OF A
JUDGMENT OR OTHERWISE), FOR ITSELF OR ITS PROPERTIES OR ASSETS, AGREES NOT TO
CLAIM ANY SUCH IMMUNITY AND WAIVES SUCH IMMUNITY; AND (G) CONSENTS TO SERVICE OF
PROCESS BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO VERITAS AT ITS
ADDRESS SET FORTH ON THE FIRST PAGE OF THIS LETTER AND AGREES THAT SUCH SERVICE
SHALL BE EFFECTIVE WHEN SENT OR DELIVERED. THE COMPANY REPRESENTS AND WARRANTS
THAT IT HAS CONSULTED WITH COUNSEL AND UNDERSTANDS THE RAMIFICATIONS OF THE
FOREGOING.

         THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS LETTER.

AMENDMENTS; ASSIGNMENT

         This Letter may not be amended or modified except in a writing signed
by the parties hereto. This Letter and the Fee Letter contain the entire
agreement between CIBC and the Company with respect to the matters described
herein and in the Fee Letter and supersede all prior understandings, written or
oral, between the parties.

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<PAGE>

         The Company may not assign or delegate any of its undertakings
hereunder without the prior written consent of CIBC.

MISCELLANEOUS

         For the convenience of the parties, any number of counterparts of this
Letter may be executed by the parties hereto. Each such counterpart shall be,
and shall be deemed to be, an original instrument, but all such counterparts
taken together shall constitute one and the same agreement.

         The Company agrees that CIBC has the right to place advertisements in
financial and other newspapers and journals at its own expense describing its
services to the Company and the other Loan Parties hereunder.

         The Company and CIBC acknowledge and agree that there are no brokers,
representatives or other persons that have an interest in the compensation due
to CIBC from any transaction contemplated herein.

         The Company acknowledges and agrees that CIBC shall be considered an
independent contractor in relation to the Company and the other Loan Parties
under this Letter and the Fee Letter.

TERMINATION

         Our offer will terminate at 5:00 p.m. (Pacific time) on January 24,
2002 unless on or before that date you sign and return an enclosed counterpart
of this Letter together with an executed copy of the accompanying Fee Letter
concerning certain fee arrangements. The Credit Facility referred to herein
shall in no event be available unless the Transaction shall have been
consummated on or prior to March 31, 2002.

         Please acknowledge your agreement to the terms and conditions hereof
and of the attached Term Sheet by signing the enclosed copy of this Letter below
and returning same together with the letter regarding fees and the fees payable
thereunder to CIBC before the expiration date referred to above.

                  [Remainder of page intentionally left blank]



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         We appreciate having been given the opportunity by you to be involved
in this transaction.

                                       Very truly yours,

                                       CANADIAN IMPERIAL BANK OF COMMERCE

                                       By: /s/ Dean J. Decker
                                           ------------------------------------
                                           Dean J. Decker
                                           Managing Director
                                           CIBC World Markets Corp., AS AGENT

AGREED AND ACCEPTED
the 28 day of January 2002

INTEGRATED DEFENSE TECHNOLOGIES, INC.

By: /s/ Robert B. McKeon
    ----------------------------------------
Title:
       -------------------------------------


                                       8
<PAGE>

                      INTEGRATED DEFENSE TECHNOLOGIES, INC.

               Up to a $185,000,000 Senior Secured Credit Facility

                         Summary of Terms and Conditions

January 23, 2002

                          FOR DISCUSSION PURPOSES ONLY

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

<TABLE>
<S>                            <C>
BORROWER:                      Integrated Defense Technologies, Inc. (the "Borrower").

SPONSOR:                       Veritas Capital Management, LLC ("Veritas").

GUARANTORS:                    All domestic subsidiaries of the Borrower that
                               currently exist or are hereinafter created (the
                               "Guarantors").

LEAD ARRANGER AND
BOOKRUNNER:                    CIBC World Markets Corp. (the "Lead Arranger").

ADMINISTRATIVE AGENT:          Canadian Imperial Bank of Commerce, acting through one
                               or more of its agencies, branches or affiliates ("CIBC").

LENDERS:                       CIBC and a group of financial institutions reasonably
                               acceptable  to the  Lead Arranger.

CLOSING:                       The effective date of the loan documentation and
                               satisfaction of Conditions Precedent, but not
                               later than March 31, 2002.

CREDIT FACILITY:               A $135,000,000 senior secured credit facility
                               comprised of (i) a $40,000,000 revolving credit
                               facility (the "Revolver"), (ii) a $45,000,000
                               term loan A (the "Term A"), and (iii) a
                               $50,000,000 term loan B (the "Term B").

PURPOSE:                       The proceeds of the Credit Facility, along with
                               net proceeds from the Company's initial public
                               offering (the "IPO"), will initially be used (i)
                               to refinance existing indebtedness in the
                               outstanding principal amount of approximately
                               $180,000,000, (ii) pay a mandatory redemption
                               price under the Company's Senior Subordinated
                               Notes in the amount of approximately $2,600,000
                               (the "Prepayment Penalty"), and (iii) pay
                               transaction costs of approximately $8,500,000.
                               Thereafter, the Credit Facility will be used for
                               general corporate purposes, including working
                               capital, capital expenditures, refinancing,
                               acquisitions, and investments.

                                       1
<PAGE>

<S>                            <C>
GREENSHOE OPTION:              The Borrower may increase one or more tranches
                               under the Credit Facility, at the Lead Arranger's
                               and Borrower's mutual discretion, in an aggregate
                               amount up to $50,000,000 at any time on or before
                               the date that is to two years after Closing (the
                               "Greenshoe Option") from willing Lenders or
                               Eligible Assignees provided that (i) no default
                               or event of default (as defined in the Senior
                               Loan Documentation) shall have occurred and be
                               continuing, and (ii) no commitment of any Lender
                               shall be increased without the consent of such
                               Lender.

DESCRIPTION OF REVOLVER

REVOLVER:                      A $40,000,000 revolving credit facility.

MATURITY:                      Five years after Closing.

AVAILABILITY:                  Revolving loans may be drawn, repaid and redrawn
                               until Maturity. The Revolver will be governed by
                               a borrowing base consisting of (i) 90% of
                               eligible accounts receivable, (ii) 50% of
                               eligible unbilled accounts receivable, and (iii)
                               50% of eligible inventory.

LETTER OF CREDIT
SUBLIMIT:                      The Revolver will contain a $25,000,000 sublimit
                               for the issuance of letters of credit.

DESCRIPTION OF TERM A

TERM A:                        A $45,000,000 fully amortizing term loan.

MATURITY:                      Five years after Closing.

AVAILABILITY:                  The Term A shall be fully funded at Closing and
                               shall amortize quarterly based upon a to be
                               determined schedule.

DESCRIPTION OF TERM B

TERM B:                        A $50,000,000 amortizing term loan.

MATURITY:                      Six years after Closing.

AVAILABILITY:                  The Term B shall be fully funded at Closing and
                               shall amortize quarterly at the rate of 1% of the
                               initial principal amount each year and shall be
                               due in full at maturity.

                                       2
<PAGE>

<S>                            <C>
GENERAL TERMS & CONDITIONS

SECURITY:                      All obligations of the Borrower and the
                               Guarantors under the Credit Facility shall be
                               secured by a first priority perfected security
                               interest in the following:

                                 (i)   Deed of trust or mortgage (as applicable)
                                       on the fee simple and leasehold real
                                       properties;

                                 (ii)  All stock, ownership units, membership
                                       interests and investments owned by the
                                       Borrower or the Guarantors, other than
                                       35% of the voting stock in foreign
                                       subsidiaries; and

                                 (iii) All other current and future tangible and
                                       intangible assets owned by the Borrower
                                       or the Guarantors, including real estate,
                                       equipment, inventory, receivables,
                                       contracts, trademarks, and intellectual
                                       property, subject to customary exceptions
                                       for transactions of this type.

BORROWING RATE:                 The margin on LIBOR and Base Rate borrowings
                                shall be set according to a to be determined
                                Pricing Matrix.

                                "LIBOR" shall be defined as the rate that
                                appears on page 3750 of the Telerate Screen as
                                of 11:00 a.m. London Time two business days
                                prior to funding.

                                "Base Rate" means a fluctuating rate of interest
                                equal to the higher of: (i) CIBC's reference
                                rate and (ii) the Federal Funds rate, as
                                published from time to time, plus 50 basis
                                points.

COMMITMENT FEE:                 The Borrower shall pay an unused Commitment Fee,
                                initially set at 0.50% per annum, calculated on
                                a 360-day basis, payable quarterly in arrears,
                                on the unused portion of the Revolver.

PRICING MATRIX:                 The Applicable LIBOR Margin for the Revolver,
                                Term A and Term B shall be based upon the
                                Borrower's Total Leverage Ratio as determined by
                                the Pricing Matrix. Pricing will be fixed at no
                                less than Level III for the first six months
                                after Closing.
</TABLE>

<TABLE>
<CAPTION>
                        TOTAL                    REVOLVER AND TERM A                    TERM B
LEVEL                  LEVERAGE                   APPLICABLE MARGIN                APPLICABLE MARGIN
<S>         <C>                                <C>                               <C>
I                x less than 1.50                     220 bps                           275 bps
II         1.50 less than x less than 2.00            225 bps                           275 bps
III         2.00 less than x less than 2.50           250 bps                           300 bps
IV             x greater than 2.50                    275 bps                           325 bps
</TABLE>

                                       3
<PAGE>

<TABLE>
<S>                             <C>
                                The Applicable Base Rate Margin shall mean the
                                Applicable LIBOR Margin less 1.00%.

                                The Borrower's Total Leverage shall mean the
                                ratio of (i) Total Indebtedness divided by (ii)
                                consolidated trailing twelve months ("TTM") Pro
                                Forma EBITDA after giving effect for any
                                acquisition or disposition completed during the
                                previous 12 months as if the acquisition
                                occurred on the first day of the 12-month
                                period. Total Indebtedness shall mean the sum of
                                all indebtedness for borrowed money, obligations
                                evidenced by bonds, debentures, notes or other
                                similar instruments or upon which interest
                                payments are customarily made without regard to
                                any original issue discount relating thereto,
                                all obligations relative to the face amount of
                                all letters of credit or bankers' acceptances
                                (excluding performance letters of credit) and
                                without duplication, all drafts drawn thereunder
                                to the extent unreimbursed, all obligations as
                                lessee under leases, all obligations to pay
                                deferred purchase price of property or services,
                                all obligations secured by a lien on a property
                                owned or being purchased, and all financial
                                guarantees. For purposes in calculating the
                                amount of Total Indebtedness in order to
                                determine the Borrower's leverage ratios,
                                Indebtedness under the Revolver shall be
                                calculated on the average monthly balance during
                                the preceding twelve months. Pro Forma EBITDA
                                shall mean the sum of the Borrower's (i) net
                                income, (ii) interest expense, (iii) provision
                                for taxes based on income, (iv) depreciation
                                expense, (v) amortization expense, and (vi) any
                                other non-recurring and non-cash expenses, and
                                non-recurring and non-cash gains.

CACULATION OF INTEREST
AND FEES:                       Interest on Base Rate loans will be calculated
                                on the basis of a 365-day year, and interest on
                                LIBOR Rate loans will be calculated on the basis
                                of a 360-day year. LIBOR Rate loans will be
                                available for one, two, three, and six-month
                                interest periods. Interest will be payable
                                quarterly in arrears for Base Rate loans and on
                                the last day of the applicable interest period
                                for LIBOR Rate loans (and in the case of LIBOR
                                Rate loans with an interest period of six
                                months, on the three month anniversary thereof).
                                Letter of Credit fees will be based on the
                                applicable LIBOR Margin for Revolving loans plus
                                any applicable fronting fees, and will be
                                calculated on the basis of a 360-day year, and
                                will be payable quarterly in arrears. In
                                addition, for Letters of Credit, a to be
                                determined fee will be payable to the issuing
                                bank for its sole account.

YIELD PROTECTION:               The definitive financing agreement will contain
                                customary provisions relating to capital
                                adequacy protection, LIBOR breakage costs, and
                                certain taxes imposed, and other provisions to
                                protect the anticipated yield to Lenders.

REPRESENTATIONS
AND WARRANTIES:                 Customary for credit agreements of this nature,
                                including, but not limited to, corporate
                                existence, authorization, enforceability,
                                financial information,

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                                compliance with laws (including environmental),
                                no material litigation, liens, payment of taxes,
                                full disclosure and no material adverse change.

CONDITIONS PRECEDENT:           Customary for credit agreements of this nature,
                                including, but not limited to:

                                     (i)    Discharge of all of the existing
                                            indebtedness for borrowed money and
                                            termination of all credit facilities
                                            Borrower and its subsidiaries,
                                            except for to be determined
                                            carve-outs for existing other
                                            indebtedness;
                                     (ii)   Satisfactory completion by the Lead
                                            Arranger of all business,
                                            accounting, legal, and environmental
                                            due diligence;
                                     (iii)  Satisfactory opinions of counsel;
                                     (iv)   Satisfactory certificate of
                                            solvency;
                                     (v)    No material adverse changes on the
                                            business, operations, properties,
                                            assets, liabilities, condition
                                            (financial or otherwise) or
                                            prospects of the Borrower or its
                                            subsidiaries;
                                     (vi)   Delivery of instruments and other
                                            documents relating to perfection of
                                            a security interest in the assets of
                                            the Borrower and the Guarantors;
                                     (vii)  Definitive documentation for the
                                            Credit Facilities in a form
                                            satisfactory to the Lead Arranger
                                            and the Lenders;
                                     (viii) Issuance of new equity securities on
                                            terms acceptable to the Lead
                                            Arranger with net proceeds in an
                                            amount not less than $93,000,000;
                                            and
                                     (ix)   Payment by the Borrower of all fees
                                            and expenses associated with the
                                            transaction.

FINANCIAL COVENANTS:            Customary for credit agreements of this nature,
                                including, but not limited to, the following:

                                     (i)    Maximum Total Leverage;
                                     (ii)   Minimum Fixed Charge Coverage;
                                     (iii)  Minimum EBITDA; and
                                     (iv)   Minimum Consolidated Net Worth.

NEGATIVE COVENANTS:             Customary for credit agreements of this nature,
                                including, but not limited to, limitations on
                                the following:

                                     (i)    Capital Expenditures;
                                     (ii)   Acquisitions;
                                     (iii)  Investments;
                                     (iv)   Restricted Payments;
                                     (v)    Transactions with Affiliates;
                                     (vi)   Rental Obligations;
                                     (vii)  Mergers and Dispositions; and
                                     (viii) Liens, Guarantees, and Other Indebtedness.
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<TABLE>
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MANDATORY AND VOLUNTARY
PREPAYMENTS:                    The Term A and Term B (collectively, the "Term
                                Loans") will be permanently reduced by a to be
                                determined percentage of the net cash proceeds
                                from the events listed below (with certain
                                exceptions and certain reinvestments permitted).

                                     (i)   Excess cash flow;
                                     (ii)  Equity and debt issuances;
                                     (iii) Asset sales; and
                                     (iv)  Insurance proceeds from condemnation or casualty.

                                VOLUNTARY PREPAYMENTS OF THE TERM LOANS OR
                                REDUCTION OF THE REVOLVER COMMITMENT MAY BE MADE
                                AT ANY TIME WITHOUT PREMIUM OR PENALTY, PROVIDED
                                THAT VOLUNTARY PREPAYMENTS OF LIBOR LOANS MADE
                                ON A DATE OTHER THAN THE LAST DAY OF AN INTEREST
                                PERIOD APPLICABLE THERETO SHALL BE SUBJECT TO
                                CUSTOMARY BREAKAGE COSTS.

                                ALL MANDATORY AND VOLUNTARY PREPAYMENTS OF THE
                                TERM LOANS SHALL BE APPLIED PRO-RATA AND SHALL
                                REDUCE THE THEN REMAINING SCHEDULED PRINCIPAL
                                PAYMENTS IN INVERSE ORDER OF MATURITY. IN THE
                                EVENT THE TERM LOANS HAVE BEEN REPAID, THE NET
                                CASH PROCEEDS WILL BE APPLIED TO REDUCE THE
                                REVOLVER COMMITMENT.

EVENTS OF DEFAULT:              Customary for credit agreements of this nature,
                                including, but not limited to, failure to pay
                                interest, principal or fees when due, any
                                inaccuracy of any representation or warranty,
                                material cross default, insolvency, bankruptcy
                                events, material judgments, ERISA events, change
                                of control, change in nature of business,
                                failure to maintain first priority perfected
                                security interest, invalidity of guarantee,
                                mergers, consolidations, liquidations or
                                dissolutions, and loss of a material license.

ASSIGNMENTS AND
PARTICIPATIONS:                 The Borrower may not assign its obligations
                                without the prior written consent of the
                                Lenders. The Lenders will be permitted to assign
                                their commitments, in a minimum amount of
                                $1,000,000, to Eligible Assignees (to be
                                defined) with the consent of the Borrower and
                                the Administrative Agent (such consent not to be
                                unreasonably withheld or delayed). Assignees
                                will have all the rights and obligations of the
                                assigning Lender.

                                EACH LENDER WILL HAVE THE RIGHT TO SELL
                                PARTICIPATIONS IN ITS RIGHTS AND OBLIGATIONS
                                UNDER THE CREDIT FACILITY, SUBJECT TO CUSTOMARY
                                RESTRICTIONS ON PARTICIPANTS' VOTING AND OTHER
                                RIGHTS.

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EXPENSES:                       The Borrower will pay all expenses incurred by
                                the Lead Arranger and Administrative Agent,
                                including, without limitation, those related to
                                the preparation, arrangement, negotiation,
                                documentation, syndication, closing and
                                administration of the transaction (whether or
                                not the transaction actually closes).

WAIVERS AND AMENDMENTS:         Lenders holding more than 50% of the Credit
                                Facility size ("Majority Lenders") may approve
                                waivers or amendments, provided that the
                                approval of all Lenders shall be required to
                                extend the scheduled maturity date for any
                                principal or interest payment, decrease the
                                interest rate, principal, or any fees, release
                                all or substantially all of the security, waive
                                payment defaults, or change either the amendment
                                provision or the definition of "Majority
                                Lenders."

MISCELLANEOUS:                  Waiver of jury trial and consent to jurisdiction.

GOVERNING LAW:                  New York

LEGAL COUNSEL:                  O'Melveny & Myers LLP.
</TABLE>

THIS PROPOSAL HAS BEEN PROVIDED ON THE UNDERSTANDING THAT IT CONTAINS
PROPRIETARY IDEAS OF CIBC WORLD MARKETS AND THAT ITS CONTENTS MAY NOT BE
REVEALED OR DISCUSSED WITH ANY OTHER PARTY, EXCEPT WITH THE PRIOR WRITTEN
APPROVAL OF CIBC WORLD MARKETS. THIS TERM SHEET IS INTENDED AS AN OUTLINE ONLY
AND DOES NOT PURPORT TO SUMMARIZE ALL THE CONDITIONS, COVENANTS,
REPRESENTATIONS, WARRANTIES AND OTHER PROVISIONS WHICH WILL BE CONTAINED IN THE
DEFINITIVE CREDIT DOCUMENTATION.


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