<PAGE>

                                                                    EXHIBIT 10.2


                                                                  EXECUTION COPY



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                         PACKARD BIOSCIENCE COMPANY and

                            THE SUBSIDIARY BORROWERS
                        FROM TIME TO TIME PARTIES HERETO

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

                                  $100,000,000

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                            Dated as of March 4, 1997

                                       and

                           Amended and Restated as of

                                 August 17, 2000


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                         BANC OF AMERICA SECURITIES LLC
                              AS SOLE LEAD ARRANGER
                                       and
                                  BOOK MANAGER

                               FLEET NATIONAL BANK
                              AS SYNDICATION AGENT

                      GENERAL ELECTRIC CAPITAL CORPORATION
                             AS DOCUMENTATION AGENT

                              BANK OF AMERICA, N.A.
                             AS ADMINISTRATIVE AGENT



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                                TABLE OF CONTENTS

                                                                            PAGE


SECTION 1. DEFINITIONS.........................................................6

      1.1 Defined Terms........................................................6
      1.2 Other Definitional Provisions.......................................31

SECTION 2. AMOUNT AND TERMS OF TERM LOAN AND REVOLVING CREDIT LOAN
      COMMITMENTS.............................................................31

      2.1 Term Loan Commitments...............................................31
      2.2 Procedure for Term Loan Borrowing...................................31
      2.3 Repayment of Term Loan..............................................31
      2.4 Revolving Credit Commitments........................................31
      2.5 Procedure for Revolving Credit Borrowing............................32

SECTION 3. LETTERS OF CREDIT..................................................33

      3.1 L/C Commitment......................................................33
      3.2 Procedure for Issuance of Letter of Credit..........................33
      3.3 Commissions, Fees and Other Charges.................................33
      3.4 L/C Participations..................................................34
      3.5 Reimbursement Obligation of Packard.................................35
      3.6 Obligations Absolute................................................35
      3.7 Letter of Credit Payments...........................................36
      3.8 Applications........................................................36
      3.8 Offshore Letters of Credit..........................................36


SECTION 4. AMOUNT AND TERMS OF FRONTED OFFSHORE REVOLVING CREDIT LOANS........37

      4.1 Fronted Offshore Revolving Credit Subfacility.......................37
      4.2 Procedure for Fronted Offshore Revolving Credit Loan Borrowings.....37
      4.3 Fronted Offshore Revolving Credit Loans Fees, Commissions and
            Other Charges.....................................................38
      4.4 Participations......................................................39
      4.5 Offshore Currency Spot Rate.........................................40
      4.6 Repayment of Fronted Offshore Revolving Credit Loans................40

SECTION 5. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT.......41

      5.1 Commitment Fees, etc................................................41
      5.2 Termination or Reduction of Revolving Credit Commitments............41
      5.3 Optional Prepayments................................................41



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      5.4 Mandatory Term Loan Prepayments.....................................42
      5.5 Conversion and Continuation Options.................................44
      5.6 Minimum Amounts and Maximum Number of Eurodollar and Offshore
            Currency Tranches.................................................45
      5.7 Interest Rates and Payment Dates....................................45
      5.8 Computation of Interest and Fees....................................46
      5.9 Inability to Determine Interest Rate................................46
      5.10 Pro Rata Treatment and Payments....................................47
      5.11 Requirements of Law................................................48
      5.12 Taxes..............................................................50
      5.13 Indemnity..........................................................51
      5.14 Change of Lending Office...........................................52
      5.15 Subsidiary Borrowers...............................................52
      5.16 Replacement of Lenders under Certain Circumstances.................52

SECTION 6. REPRESENTATIONS AND WARRANTIES.....................................53

      6.1 Financial Condition.................................................53
      6.2 No Change...........................................................53
      6.3 Corporate Existence; Compliance with Law............................53
      6.4 Corporate Power, Authorization; Enforceable Obligations.............53
      6.5 No Legal Bar........................................................54
      6.6 No Material Litigation..............................................54
      6.7 No Default..........................................................54
      6.8 Ownership of Property; Liens........................................54
      6.9 Intellectual Property...............................................54
      6.10 Taxes..............................................................55
      6.11 Federal Regulations................................................55
      6.12 Labor Matters......................................................55
      6.13 ERISA..............................................................55
      6.14 Investment Company Act; Other Regulations..........................56
      6.15 Subsidiaries.......................................................56
      6.16 Restrictions on Distributions......................................56
      6.17 Use of Proceeds....................................................56
      6.18 Environmental Matters..............................................56
      6.19 Accuracy of Information, etc.......................................57
      6.20 Security Documents.................................................58
      6.21 Solvency...........................................................58
      6.22 Senior Indebtedness................................................58
      6.23 Regulation H.......................................................58
      6.24 Inactive Subsidiaries..............................................58

SECTION 7. CONDITIONS PRECEDENT...............................................58

      7.1 Conditions to Initial Extension of Credit...........................58
      7.2 Conditions to Each Extension of Credit..............................61
      7.3 Each Subsidiary Borrower Credit Event...............................61

                                       2

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SECTION 8. AFFIRMATIVE COVENANTS..............................................62

      8.1 Financial Statements................................................62
      8.2 Certificates; Other Information.....................................63
      8.3 Payment of Obligations..............................................64
      8.4 Conduct of Business and Maintenance of Existence, etc...............64
      8.5 Maintenance of Property; Insurance..................................65
      8.6 Inspection of Property; Books and Records; Discussions..............65
      8.7 Notices.............................................................65
      8.8 Environmental Laws..................................................66
      8.9 Additional Collateral, etc..........................................66
      8.10 Certain Post-Closing Matters.......................................66

SECTION 9. NEGATIVE COVENANTS.................................................68

      9.1 Financial Condition Covenants.......................................68
      9.2 Limitation on Indebtedness..........................................69
      9.3 Limitation on Liens.................................................70
      9.4 Limitation on Fundamental Changes...................................71
      9.5 Limitation on Sale of Assets........................................72
      9.6 Limitation on Dividends.............................................73
      9.7 Limitation on Capital Expenditures..................................73
      9.8 Limitation on Investments, Loans and Advances.......................74
      9.9 Limitation on Payments and Modifications of Debt Instruments,
            etc...............................................................76
      9.10 Limitation on Transactions with Affiliates.........................77
      9.11 Limitation on Sales and Leasebacks.................................77
      9.12 Limitation on Changes in Fiscal Periods............................77
      9.13 Limitation on Negative Pledge Clauses..............................77
      9.14 Limitation on Restrictions on Subsidiary Distributions.............77
      9.15 Limitation on Lines of Business....................................78
      9.16 Limitation on Amendments to Recapitalization Documents.............78
      9.17 Inactive Subsidiaries..............................................78

SECTION 10. EVENTS OF DEFAULT.................................................78


SECTION 11. THE AGENTS........................................................82

      11.1 Appointment........................................................82
      11.2 Delegation of Duties...............................................83
      11.3 Exculpatory Provisions.............................................83
      11.4 Reliance by Administrative Agent...................................83
      11.5 Notice of Default..................................................84
      11.6 Non-Reliance on Administrative Agent and Other Lenders.............84
      11.7 Indemnification....................................................85
      11.8 Agent in Its Individual Capacity...................................85
      11.9 Successor Administrative Agent.....................................86


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      11.10 Authorization to Release Liens....................................86
      11.11 Sole Lead Arranger, Book Manager, Syndication Agent
                    and Documentation Agent...................................86

SECTION 12. GUARANTEE.........................................................86

      12.1 Guarantee..........................................................86
      12.2 No Subrogation, Contribution, Reimbursement or Indemnity...........87
      12.3 Amendments, etc. with respect to the Subsidiary Borrower
            Obligations.......................................................87
      12.4 Guarantee Absolute and Unconditional...............................88
      12.5 Reinstatement......................................................89
      12.6 Payments...........................................................89

SECTION 13. MISCELLANEOUS.....................................................89

      13.1 Amendments and Waivers.............................................89
      13.2 Notices............................................................90
      13.3 No Waiver; Cumulative Remedies.....................................91
      13.4 Survival of Representations and Warranties.........................91
      13.5 Payment of Expenses and Taxes......................................91
      13.6 Successors and Assigns; Participations and Assignments.............92
      13.7 Adjustments; Set-off...............................................94
      13.8 Counterparts.......................................................95
      13.9 Severability.......................................................95
      13.10 Integration.......................................................95
      13.11 GOVERNING LAW.....................................................95
      13.12 Submission To Jurisdiction; Waivers...............................95
      13.13 Acknowledgements..................................................96
      13.14 WAIVERS OF JURY TRIAL.............................................96
      13.15 Conversion of Currencies..........................................96
      13.16 Confidentiality...................................................97


                                       4

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SCHEDULES:

1.1A              Commitments
1.1B              Mortgaged Property
1.1C              Offshore Currencies
6.4               Consents, Authorizations, Filings and Notices
6.9               Intellectual Property
6.15              Subsidiaries
6.16              Subsidiary Restrictions
6.18              Environmental Matters
6.20(a)           UCC Filing Jurisdictions
6.24              Inactive Subsidiaries
9.2(k)            Existing Indebtedness
9.3(f)            Existing Liens

EXHIBITS :

A-1               Form of Term Loan Borrowing Notice
A-2               Form of Revolving Credit Loan Borrowing Notice
A-3               Form of Fronted Offshore Revolving Credit Loan Borrowing
                  Notice
A-4               Form of Conversion/Continuation Notice
B                 Form of Borrowing Subsidiary Agreement
C                 Form of Borrowing Subsidiary Termination
D                 Form of Compliance Certificate
E-1               Form of Fronting Lender Addendum
E-2               Form of Issuing Lender Addendum
F                 Form of Ratification
G                 Form of Mortgage Supplements
H                 Form of Prepayment Option Notice
I                 Form of Closing Certificate
J-1               Form of Legal Opinion of Day, Berry & Howard
J-2               Form of Legal Opinion of Wachtel Lipton Rosen & Katz
K                 Form of Legal Opinion of Piper Marbury Rudnick & Wolfe
L                 Form of Legal Opinion of Amster, Rothstein & Ebenstein
M-1               Form of Legal Opinion of Counsel to Subsidiary Borrowers
M-2               Form of Legal Opinion of Dutch and U.K. Local Counsel
N                 Form of Assignment and Assumption
O-1               Form of Term Loan Note
O-2               Form of Revolving Credit Loan Note
O-3               Form of Fronted Offshore Revolving Credit Loan Note
P                 Form of Subordination Language for the Management Notes
Q                 Form of Subordinated Intercompany Note


<PAGE>




       AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 4,1997 and
amended and restated as of August 17, 2000, among PACKARD BIOSCIENCE COMPANY, a
Delaware corporation ("PACKARD"), the Subsidiary Borrowers (as hereinafter
defined) from time to time parties to this Agreement, the several banks and
other financial institutions or entities from time to time parties to this
Agreement (the "LENDERS"), BANC OF AMERICA SECURITIES LLC, as sole lead arranger
and book manager (in such capacities, the "LEAD ARRANGER" and the "BOOK
MANAGER", respectively), FLEET NATIONAL BANK, as Syndication Agent, GENERAL
ELECTRIC CAPITAL CORPORATION, as Documentation Agent and BANK OF AMERICA, N.A.,
a national banking association, as Administrative Agent.

      WHEREAS, Packard, the Subsidiary Borrowers party thereto, the several
banks and other financial institutions or entities from time to time parties
thereto, BANCAMERICA SECURITIES, INC. and CIBC WOOD GUNDY SECURITIES CORP., as
co-arrangers and co-syndication agents, CANADIAN IMPERIAL BANK OF COMMERCE, as
documentation agent, and BANK OF AMERICA, N.A. (formerly known as BANK OF
AMERICA NATIONAL TRUST AND SAVINGS SSOCIATION), as administrative agent, have
previously entered into that certain CREDIT AGREEMENT, dated as of March 4, 1997
(the "ORIGINAL CREDIT AGREEMENT"); and

           WHEREAS, the Original Credit Agreement was previously amended by the
(i) Waiver and First Amendment thereto, dated as of November 25, 1997 (the
"FIRST AMENDMENT"), (ii) Waiver and Second Amendment thereto, dated as of May
27, 1998 (the "SECOND AMENDMENT"), (iii) Third Amendment thereto, dated as of
October 8, 1999 (the "THIRD AMENDMENT"), (iv) Fourth Amendment thereto, dated as
of February 8, 2000 (the "FOURTH AMENDMENT"), and otherwise modified by Waivers
dated as of November 13, 1998, April 4, 2000 and June 2, 2000 (the Original
Credit Agreement as modified and amended by the foregoing Waivers and
Amendments, the "Existing Credit Agreement"); and

          WHEREAS the parties hereto desire to amend and restate the
Existing Credit Agreement as hereinafter set forth;

          NOW, THEREFORE, the parties hereto hereby agree that the Existing
Credit Agreement is amended and restated in its entirety as follows:

                             SECTION 1. DEFINITIONS

1.1   DEFINED TERMS.  As used in this Agreement, the following terms shall
have the following meanings:

            "ACQUIRED INDEBTEDNESS":  as defined in Section 9.2(i).

            "ADJUSTMENT DATE":  as defined in the Pricing Grid.

            "ADMINISTRATIVE AGENT": BofA, together with its affiliates, as the
administrative agent for the Lenders under this Agreement and the other Loan
Documents, together with any of its successors.

                                       6

<PAGE>

            "ADMINISTRATIVE AGENT'S PAYMENT OFFICE":  the address for
payments set forth in Section 13.2 or such other address as the
Administrative Agent may from time to time specify in accordance with
Section 13.2.

            "AFFILIATE": as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, either to (a) vote 5% or more of the securities
having ordinary voting power for the election of directors (or persons
performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

            "AGENTS":  the collective reference to the Administrative
Agent, the Lead Arranger, the Book Manager, the Syndication Agent and the
Documentation Agent.

            "AGENT-RELATED PERSONS": BofA and any successor agent pursuant to
Section 11.9, together with their respective Affiliates (including, in the case
of BofA, Banc of America Securities LLC, as Lead Arranger and Book Manager), and
the officers, directors, employees, agents, advisors and attorneys-in-fact of
such Persons and Affiliates.

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

            "AGREEMENT CURRENCY":  as defined in Section 13.15(b).

            "APPLICABLE CREDITOR":  as defined in Section 13.15(b).

            "APPLICABLE MARGIN":  in the case of Revolving Credit Loans,
the per annum rate determined pursuant to the Pricing Grid.

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

            "ASSET SALE": any Disposition of Property (including, without
limitation, any issuance or sale of Capital Stock of any Subsidiary), other than
(a) any Disposition of Property permitted by clause (a), (b), (c), (d), (e) or
(g) of Section 9.5, (b) any issuance or sale of Capital Stock of Packard and (c)
any Disposition of Property that, together with any related Dispositions of
Property, yields aggregate Net Cash Proceeds of less than $25,000.

            "ASSIGNEE":  as defined in Section 13.6(c).

            "ASSIGNOR":  as defined in Section 13.6(c).

            "AVAILABLE REVOLVING CREDIT COMMITMENT": as to any Revolving Credit
Lender at any time, an amount equal to the excess, if any, of (a) such Lender's
Revolving Credit Commitment at such time OVER (b) such Lender's Utilized
Commitment at such time.

            "BANKING DAY": (a) with respect to any borrowings, disbursements and
payments in respect of and calculations and interest rates pertaining to Base
Rate Loans, any Business Day,

                                       7

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(b) with respect to any borrowings, disbursements and payments in respect of and
calculations, interest rates and Interest Periods pertaining to Eurodollar
Loans, any Business Day which is also a day on which dealings are carried on in
the London interbank market and (c) with respect to any borrowings,
disbursements and payments in and calculations, interest rates and Interest
Periods pertaining to any Fronted Offshore Revolving Credit Loan or Offshore
Letter of Credit, any Business Day which is also a day on which commercial banks
are open for business in, and on which dealings in the relevant Fronted Offshore
Currency or Offshore Currency, as applicable, are carried on in, the location of
the relevant Fronting Lender's or Issuing Lender's Payment Office. Any reference
to "BANKING DAY" herein, to the extent not applicable to the matters described
above, shall be deemed to be a reference to "BUSINESS DAY".

            "BASE RATE": for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to the greater of (a) the Reference
Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on
such day PLUS 1/2 of 1%. If for any reason the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms hereof, the Base Rate shall
be determined without regard to clause (b) of the first sentence of this
definition until the circumstances giving rise to such inability no longer
exist. Any change in the Base Rate due to a change in the Reference Rate or the
Federal Funds Effective Rate shall be effective on the effective day of such
change in the Reference Rate or the Federal Funds Effective Rate, respectively.

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

            "BOARD":  the Board of Governors of the Federal Reserve System
of the United States (or any successor).

            "BOFA":  as applicable, Bank of America, N.A., Bank of America
Illinois and their respective subsidiaries.

            "BORROWERS":  the collective reference to Packard and the
Subsidiary Borrowers.

            "BORROWING DATE":  any Banking Day specified by a Borrower in
a notice pursuant to Section 2.5, 3.2, 3.9 or 4.2 as a date on which such
Borrower requests the relevant Lenders to make Loans hereunder.

            "BORROWING NOTICE": the written notice to be given by Packard to the
Administrative Agent pursuant to Section 2.5 or 4.2, substantially in the form
of Exhibit A-2 with respect to Revolving Credit Loans and Exhibit A-3 with
respect to Fronted Offshore Revolving Credit Loans.

            "BORROWING SUBSIDIARY AGREEMENT":  a Borrowing Subsidiary
Agreement, substantially in the form of Exhibit B.

            "BORROWING SUBSIDIARY TERMINATION":  a Borrowing Subsidiary
Termination, substantially in the form of Exhibit C.

                                       8


<PAGE>

            "BUSINESS":  as defined in Section 6.18(b).

            "BUSINESS DAY":  a day other than a Saturday, Sunday or other
day on which commercial banks in New York City, Charlotte, North Carolina,
or Chicago are authorized or required by law to close.

            "CALCULATION DATE": two Banking Days prior to the last Banking Day
of each March, June, September and December; PROVIDED that the second Banking
Day preceding each Borrowing Date with respect to any Fronted Offshore Revolving
Credit Loans or Offshore Letters of Credit in an Offshore Currency shall also be
a "Calculation Date" with respect to such Offshore Currency; PROVIDED FURTHER
that the second Banking Day preceding each date on which any Fronted Offshore
Revolving Credit Loan in an Offshore Currency is extended or rolled-over shall
also be a "Calculation Date" with respect to such Offshore Currency.

            "CANBERRA PERCENTAGE": with respect to a Canberra Sale, at any
time, the ratio of (a) Consolidated EBITDA attributed to Canberra for the latest
12 months measured from the date that definitive documentation with respect to
such sale is executed and delivered by Packard to (b) the Consolidated EBITDA of
Packard for such period; calculated in each case in a manner consistent with the
definition of "Consolidated EBITDA" consistently applied and as notified to the
Administrative Agent in a certificate with supporting calculations in reasonable
detail by the chief financial officer of Packard.

            "CANBERRA SALE": a sale of the Canberra division of Packard,
PROVIDED that each of the following conditions in connection with such
sale are satisfied:

            (i)   definitive documentation in respect of such sale is executed
                  and delivered by Packard prior to March 31, 2001, and such
                  sale is completed prior to May 31, 2001,

            (ii)  immediately prior to, and after giving effect to, such sale,
                  no Default or Event of Default shall have occurred and be
                  continuing or would result therefrom,

            (iii) at least 75% of the consideration received by Packard in
                  respect of such sale shall be in the form of cash or Cash
                  Equivalents,

            (iv)  the Administrative Agent (on behalf of the Lenders) shall
                  receive a first priority perfected security interest in all
                  consideration which is not in the form of cash received in
                  respect of such sale, pursuant to and in accordance with
                  Section 8.9(a),

            (v)   Packard receives consideration at the time of such sale at
                  least equal to the fair market value of the assets sold
                  accompanied by an opinion from a nationally recognized
                  valuation or investment banking firm in form and substance
                  satisfactory to the Administrative Agent confirming the
                  fairness of the amount and form of consideration received in
                  respect of such sale, and

                                       9
<PAGE>

            (vi)  Revolving Credit Commitments are permanently reduced in the
                  amounts and otherwise as specified in Section 5.4(a).

            "CAPITAL EXPENDITURES": for any period, with respect to any Person,
the aggregate of all expenditures by such Person and its Subsidiaries for the
acquisition or leasing (pursuant to a capital lease) of fixed or capital assets
or additions to equipment (including replacements, capitalized repairs and
improvements during such period) which should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Subsidiaries.

            "CAPITAL LEASE OBLIGATIONS": as to any Person, the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP
and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

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

            "CASH EQUIVALENTS": (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States of America or any state thereof having combined
capital and surplus of not less than $500,000,000; and (c) commercial paper of
an issuer rated at least A-1 by Standard & Poor's Ratings Services or P-1 by
Moody's Investors Service, Inc., or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of commercial paper issuers generally, and maturing
within six months from the date of acquisition.

            "CCP EARN-OUT PAYMENTS": payments made by Packard or any of its
Subsidiaries in connection with the acquisition by Packard or any of its
Subsidiaries of the Capital Stock of Carl Consumable Products LLC ("CCP") in an
amount not to exceed 25% of the amount by which operating profit of CCP
(determined in accordance with the documentation entered into in connection with
such acquisition as originally in effect) exceeds $530,000, for each of the
fiscal years from 2000 through 2004.

            "CII ACQUISITION": CII Acquisition LLC, a Delaware limited liability
company, a Wholly Owned Subsidiary of a Control Investment Affiliate of
Stonington.

            "CLOSING DATE":  the date on which the conditions precedent
set forth in Section 7.1 shall have been satisfied, which date is August
17, 2000.

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

                                       10

<PAGE>

            "COLLATERAL":  all Property of the Loan Parties, now owned or
hereafter acquired, upon which a Lien is purported to be created by any
Security Document.

            "COMMITMENT":  as to any Lender, the sum of the Term Loan
Commitment and the Revolving Credit Commitment of such Lender;
collectively as to all Lenders, the "COMMITMENTS".

            "COMMITMENT DATE":  June 29, 2000.

            "COMMITMENT FEE RATE":  as determined pursuant to the Pricing
Grid.

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

            "COMPLIANCE CERTIFICATE":  a certificate duly executed by a
Responsible Officer substantially in the form of Exhibit D.

            "CONFIDENTIAL INFORMATION MEMORANDUM":  the Confidential
Information Memorandum of Packard dated July 2000 and furnished to the
Lenders.

            "CONSOLIDATED CURRENT ASSETS": at a particular date, all amounts
(other than cash and Cash Equivalents) which would, in conformity with GAAP, be
set forth opposite the caption "total current assets" (or any like caption) on a
consolidated balance sheet of Packard and its Subsidiaries at such date.

            "CONSOLIDATED CURRENT LIABILITIES": at a particular date, all
amounts which would, in conformity with GAAP, be set forth opposite the caption
"total current liabilities" (or any like caption) on a consolidated balance
sheet of Packard and its Subsidiaries at such date, but excluding (a) the
current portion of any Funded Debt of Packard and its Subsidiaries and (b)
without duplication of clause (a) above, all Indebtedness consisting of
Revolving Credit Loans to the extent otherwise included therein.

            "CONSOLIDATED EBITDA": for any period, Consolidated Net Income for
such period PLUS, without duplication and to the extent reflected as a charge in
the statement of such Consolidated Net Income for such period, the sum of (a)
total income tax expense (including withholding taxes), (b) interest expense,
amortization or writeoff of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with Indebtedness
(including the Loans), (c) depreciation and amortization expense, (d)
amortization of intangibles (including, but not limited to, goodwill) and
organization costs, (e) any extraordinary expenses (including expenses incurred
in connection with the Recapitalization) or losses (including, whether or not
otherwise includable as a separate item in the statement of such Consolidated
Net Income for such period, losses on sales of assets outside of the ordinary
course of business), (f) any other non-cash charges (including, without
limitation, minority interest expense), and MINUS, to the extent included in the
statement of such Consolidated Net Income for such period, the sum of (a)
interest income, (b) any extraordinary income or gains (including, whether or
not otherwise includable as a separate item in the statement of such
Consolidated Net

                                       11

<PAGE>

Income for such period, gains on the sales of assets outside of the ordinary
course of business) and (c) any other non-cash income, all as determined on a
consolidated basis and (g) up to $2,000,000 of professional fees paid in
connection with the Foreign Subsidiary Corporate Reorganization.

            "CONSOLIDATED FIXED CHARGE COVERAGE RATIO":  for any period,
the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated
Fixed Charges for such period.

            "CONSOLIDATED FIXED CHARGES": for any period, the sum (without
duplication) of (a) Consolidated Interest Expense for such period, (b) net
current provision for cash income taxes (less any tax benefits recorded through
shareholders' equity which reduce such cash income taxes payable, and excluding
all cash taxes paid or accrued by Packard resulting from the Canberra Sale) made
by Packard or any of its Subsidiaries on a consolidated basis in respect of such
period, (c) scheduled payments made during such period on account of principal
of Indebtedness of Packard or any of its Subsidiaries (including the Term Loans)
and (d) the aggregate amount actually paid by Packard and its Subsidiaries in
cash during such period on account of Capital Expenditures (excluding the
principal amount of Indebtedness incurred in connection with the foregoing
expenditures).

            "CONSOLIDATED INTEREST COVERAGE RATIO":  for any period, the
ratio of (a) Consolidated EBITDA for such period to (b) Consolidated
Interest Expense for such period.

            "CONSOLIDATED INTEREST EXPENSE": for any period, total cash interest
expense (including that attributable to Capital Lease Obligations) of Packard
and its Subsidiaries for such period with respect to all outstanding
Indebtedness of Packard and its Subsidiaries (including, without limitation, all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing and net costs under Interest Rate
Protection Agreements to the extent such net costs are allocable to such period
in accordance with GAAP, but excluding the Amendment Fee referred to in the
Third Amendment).

            "CONSOLIDATED LEVERAGE RATIO":  as at the last day of any
period, the ratio of (a) Consolidated Total Debt on such day to (b)
Consolidated EBITDA for the period of four consecutive fiscal quarters
ending on such day.

            "CONSOLIDATED NET INCOME": for any period, the consolidated net
income (or loss) of Packard and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP; PROVIDED that there shall be excluded from such
calculation (a) the income (or deficit) of any Person accrued prior to the date
it becomes a Subsidiary of Packard or is merged into or consolidated with
Packard or any of its Subsidiaries, (b) the income (or deficit) of any Person
(other than a Subsidiary of Packard) in which Packard or any of its Subsidiaries
has an ownership interest except to the extent that any such income is actually
received by Packard or such Subsidiary in the form of dividends or similar
distributions and (c) the undistributed earnings of any Subsidiary of Packard to
the extent that the declaration or payment of dividends or similar distributions
by such Subsidiary is not at the time permitted by the terms of any Contractual
Obligation (other than under any Loan Document) or Requirement of Law (other
than satisfaction of corporate formalities within the control of the relevant
Subsidiary) applicable


                                       12
<PAGE>

to such Subsidiary (other than, in the case of Packard Japan KK, for any period
ending on or prior to December 31, 1997, such amounts as can be made as a
subordinated loan to Packard).

            "CONSOLIDATED TOTAL DEBT": at any date, the aggregate principal
amount of all Indebtedness of Packard and its Subsidiaries at such date, less
cash (including all cash held in the interest-bearing cash collateral account
specified in Section 5.4(c)(iii)), determined on a consolidated basis in
accordance with GAAP.

            "CONSOLIDATED WORKING CAPITAL":  the excess of Consolidated
Current Assets over Consolidated Current Liabilities.

            "CONTINUING DIRECTORS": the directors of Packard on the Closing
Date, and each other director, if, in each case, such other director's
nomination for election to the board of directors of Packard is recommended by
at least 66-2/3% of the then Continuing Directors or such other director
receives the vote of Stonington or any of its Control Investment Affiliates in
his or her election by the shareholders of Packard.

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

            "CONTROL INVESTMENT AFFILIATE": as to any Person, any other Person
which (a) directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person and (b) is organized by such Person
primarily for the purpose of making equity or debt investments in one or more
companies. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person whether by contract or otherwise.

            "CONVERSION/CONTINUATION NOTICE": the written notice of the
conversion or continuation of a Loan to be given by Packard to the
Administrative Agent pursuant to Section 5.5, substantially in the form of
Exhibit A-4.

            "COST OF FUNDS": with respect to any Offshore Currency, the rate of
interest determined by the Administrative Agent, the relevant Fronting Lender or
the Issuing Lender, as the case may be, in respect thereof (which determination
shall be conclusive absent manifest error) to be the cost to the Administrative
Agent, such Fronting Lender or the Issuing Lender, as the case may be, of
obtaining funds denominated in such Offshore Currency for the period or, if
applicable, the relevant Interest Period during which any relevant amount in
such Offshore Currency is outstanding; PROVIDED that "Cost of Funds", with
respect to any eurocurrency, shall be the rate of interest per annum (rounded
upwards to the nearest 1/32 of 1%) determined by the Administrative Agent or
such Fronting Lender, as the case may be, as the rate at which deposits in the
applicable Offshore Currency in the approximate amount of relevant Fronted
Offshore Revolving Credit Loan for such Interest Period would be offered by its
applicable lending office to major banks in the London interbank market at their
request at approximately 11:00 A.M. (London time) two Banking Days prior to the
commencement of such Interest Period.

            "DEFAULT":  any of the events specified in Section 10, whether
or not any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

                                       13

<PAGE>

            "DISPOSITION":  with respect to any Property, any sale, lease,
sale and leaseback, assignment, conveyance, transfer or other disposition
thereof; and the terms "DISPOSE" and "DISPOSED OF" shall have correlative
meanings.

            "DOLLAR EQUIVALENT": at any time as to any amount denominated in an
Offshore Currency, the equivalent amount in Dollars as determined by the
Administrative Agent at such time on the basis of the Spot Rate or Offshore L/C
Spot Rate, as applicable, for the purchase of Dollars with such Offshore
Currency on the most recent Calculation Date (or other specified date of
determination) for such Offshore Currency.

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

            "DOMESTIC SUBSIDIARY":  any Subsidiary of Packard organized
under the laws of any jurisdiction within the United States of America.

            "DUTCH PLEDGE DOCUMENTS":  the Deed of Establishment of a
Restated First Right of Pledge (Including a Waiver and Release) on
Registered Shares in the Private Company With Limited Liability: Packard
Bioscience Holding B.V., dated as of the date hereof, by Packard, the
Administrative Agent and Packard BioScience Holding B.V., and each other
document, instrument and agreement delivered in connection therewith.

            "EBITDA" means, for any period, and with respect to any Person or
other entity, the consolidated net income (or loss) of such Person or entity,
determined on a consolidated basis in accordance with GAAP PLUS, without
duplication and to the extent reflected as a charge in the statement of such
consolidated net income for such period of such Person or entity, the sum of (a)
total income tax expense (including withholding taxes), (b) interest expense,
amortization or writeoff of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with Indebtedness,
(c) depreciation and amortization expense, (d) amortization of intangibles
(including, but not limited to, goodwill) and organization costs, (e) any
extraordinary expenses or losses (including, whether or not otherwise includable
as a separate item in the statement of such consolidated net income for such
period, losses on sales of assets outside of the ordinary course of business)
and (f) any other non-cash charges (including, without limitation, minority
interest expense), and MINUS, to the extent included in the statement of such
consolidated net income for such period, the sum of (i) interest income, (ii)
any extraordinary income or gains (including, whether or not otherwise
includable as a separate item in the statement of such consolidated net income
for such period, gains on the sales of assets outside of the ordinary course of
business) and (iii) any other non-cash income, all as determined on a
consolidated basis.

            "ENVIRONMENTAL LAWS": any and all foreign, Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment 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.

                                       14

<PAGE>

            "EUROCURRENCY RESERVE REQUIREMENTS": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction, rounded upwards to the nearest 1/100 of 1%) of
reserve requirements in effect on such day (including, without limitation,
basic, supplemental, marginal and emergency reserves under any regulations of
the Board or other Governmental Authority having jurisdiction with respect
thereto) dealing with reserve requirements prescribed for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of the
Board) maintained by a member bank of the Federal Reserve System.

            "EURODOLLAR BASE RATE": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum (rounded
upwards to the nearest 1/100 of 1%) equal to the rate at which BofA is offered
Dollar deposits at or about 11:00 A.M., New York time, two Banking Days prior to
the beginning of such Interest Period in the interbank eurodollar market where
the eurodollar and foreign currency and exchange operations in respect of its
Eurodollar Loans are then being conducted for delivery on the first day of such
Interest Period for the number of days comprised therein and in an amount
comparable to the amount of its Eurodollar Loans to be outstanding during such
Interest Period.

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

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

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

The Eurodollar Rate shall be adjusted automatically as to all Eurodollar Loans
then outstanding as of the effective date of any change in the Eurocurrency
Reserve Requirements.

            "EURODOLLAR TRANCHE": the collective reference to Eurodollar Loans
the then current Interest Periods with respect to all of which begin on the same
date and end on the same later date (whether or not such Loans shall originally
have been made on the same day).

            "EVENT OF DEFAULT":  any of the events specified in Section
10, PROVIDED that any requirement for the giving of notice, the lapse of
time, or both, has been satisfied.

            "EXCESS AMOUNT":  as defined in Section 5.4(c)(ii).

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

            "EXISTING CREDIT AGREEMENT":  as defined in the recitals.

            "FACILITY": each of (a) the Term Loan Commitments and the Term Loans
made thereunder (the "TERM LOAN FACILITY") and (b) the Revolving Credit
Commitments and the Revolving Extensions of Credit made thereunder (the
"REVOLVING CREDIT FACILITY").


                                       15

<PAGE>

            "FEE PAYMENT DATE":  the last Banking Day of each March, June,
September and December.

            "FEDERAL FUNDS EFFECTIVE RATE": for any day, the rate set forth in
the weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)", or, if such rate is not so published for any such
preceding Business Day, the arithmetic mean as determined by the Administrative
Agent of the rates for the last transaction in overnight Federal funds arranged
prior to 9:00 A.M. (New York City time) on that day by each of three leading
brokers of Federal funds transactions in New York City selected by the
Administrative Agent.

            "FIRST AMENDMENT": as defined in the recitals.

            "FOREIGN CURRENCY PROTECTION AGREEMENTS": as to any Person, all
foreign exchange contracts, currency swap agreements or other similar agreements
entered into in the ordinary course of business (and not for speculative
purposes) designed to protect such Person against fluctuations in currency
values.

            "FOREIGN SUBSIDIARY":  any Subsidiary of Packard that is not a
Domestic Subsidiary.

            "FOREIGN SUBSIDIARY CORPORATE REORGANIZATION": the corporate
reorganization, completed in December 1999, pursuant to which certain of
Packard's Foreign Subsidiaries became Subsidiaries of one or more Wholly Owned
Subsidiaries organized under the laws of countries that are members of the
European Union or the laws of Switzerland.

            "FOURTH AMENDMENT": as defined in the recitals.

            "FRONTED OFFSHORE CURRENCY":  with respect to each Fronting
Lender, the Offshore Currency or Currencies specified in the applicable
Fronting Lender Addendum.

            "FRONTED OFFSHORE CURRENCY SUBLIMIT": with respect to each Fronting
Lender and any Fronted Offshore Currency, the amount specified by such Fronting
Lender for such Fronted Offshore Currency in the applicable Fronting Lender
Addendum.

            "FRONTED OFFSHORE REVOLVING CREDIT COMMITMENT": as to any Fronting
Lender, the obligation of such Fronting Lender, if any, to make Fronted Offshore
Revolving Credit Loans to the relevant Subsidiary Borrower hereunder in a
principal amount not to exceed the amount set forth in the relevant Fronting
Lender Addendum.

            "FRONTED OFFSHORE REVOLVING CREDIT LOAN":  as defined in
Section 4.1.

            "FRONTED OFFSHORE REVOLVING CREDIT LOAN SUBLIMIT": at any time, as
to, collectively, all Fronted Offshore Revolving Credit Loans and Offshore
Letters of Credit, the lesser of (a) $50,000,000 and (b) the aggregate Revolving
Credit Commitments then in effect.


                                       16

<PAGE>

            "FRONTED OFFSHORE REVOLVING CREDIT SUBFACILITY":  the lending
facility described in Section 4.1.

            "FRONTED REVOLVING CREDIT LOAN PARTICIPANTS":  with respect to
each Fronted Offshore Revolving Credit Loan, the collective reference to
all Revolving Credit Lenders.

            "FRONTING LENDER": with respect to a particular Fronted Offshore
Currency, each Revolving Credit Lender (or an Affiliate thereof) which executes
and delivers a Fronting Lender Addendum with respect to such Fronted Offshore
Currency, PROVIDED that, unless the Administrative Agent otherwise agrees, there
shall be no more than one Fronting Lender for any Fronted Offshore Currency.

            "FRONTING LENDER ADDENDUM":  a Fronting Lender Addendum,
substantially in the form of Exhibit E-1.

            "FRONTING LENDER'S PAYMENT OFFICE": with respect to any Fronting
Lender, in the case of payments in a Fronted Offshore Currency, such address as
such Fronting Lender may from time to time specify for such purpose pursuant to
the applicable Fronting Lender Addendum.

            "FUNDED DEBT": as to any Person, all Indebtedness of such Person
that matures more than one year from the date of its creation or matures within
one year from such date but is renewable or extendible, at the option of such
Person, to a date more than one year from such date or arises under a revolving
credit or similar agreement that obligates the lender or lenders to extend
credit during a period of more than one year from such date, including, without
limitation, all current maturities and current sinking fund payments in respect
of such Indebtedness whether or not required to be paid within one year from the
date of its creation and, in the case of Packard, Indebtedness in respect of the
Loans.

            "GAAP": generally accepted accounting principles in the United
States of America as in effect from time to time set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and the statements and pronouncements of the
Financial Accounting Standards Board and the rules and regulations of the
Securities and Exchange Commission, or in such other statements by such other
entity as may be in general use by significant segments of the United States
accounting profession, which are applicable to the circumstances of Packard as
of the date of determination, except that for purposes of Section 9 (including
the accounting terms used therein), GAAP shall be determined on the basis of
such principles in effect on the date hereof and consistent with those used in
the preparation of the audited financial statements of Packard in respect of the
fiscal year ended December 31, 1995 delivered pursuant to Section 6.1(b) of the
Original Credit Agreement. In the event that any "ACCOUNTING CHANGE" (as defined
below) shall occur and such change results in a change in the method of
calculation of financial covenants, standards or terms in this Agreement, then
Packard and the Administrative Agent agree to enter into negotiations in order
to amend such provisions of this Agreement so as to equitably reflect such
Accounting Changes with the desired result that the criteria for evaluating
Packard's financial condition shall be the same after such Accounting Changes as
if such Accounting Changes had not been made. Until such time as such an
amendment shall have been executed and delivered by Packard, the


                                       17

<PAGE>

Administrative Agent and the Required Lenders, all financial covenants,
standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Changes had not occurred. "ACCOUNTING CHANGES"
refers to changes in accounting principles required or permitted by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial
Accounting Standards Board of the American Institute of Certified Public
Accountants or, if applicable, the Securities and Exchange Commission (or
successors thereto or agencies with similar functions).

            "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 AND COLLATERAL AGREEMENT": the Guarantee and Collateral
Agreement by Packard and each Subsidiary Guarantor dated as of March 4, 1997, as
the same may be amended, supplemented or otherwise modified from time to time,
and as ratified by the Ratification.

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

            "HEDGING AGREEMENT":  any Foreign Currency Protection
Agreement or Interest Rate Protection Agreement.

            "INACTIVE SUBSIDIARY": each Domestic Subsidiary listed as an
Inactive Subsidiary on Schedule 6.24, which Domestic Subsidiaries (a)
individually and in the aggregate have no

                                       18


<PAGE>

material net assets and (b) do not engage in any operating activity;
collectively, "Inactive Subsidiaries".

            "INCUR":  as defined in Section 9.2; and the term "Incurrence"
shall have a correlative meaning.

            "INDEBTEDNESS": of any Person at any date, without duplication, (a)
all indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than (i)
current trade payables incurred in the ordinary course of such Person's business
and (ii) contingent and other similar payment arrangements entered into in the
ordinary course of business relating to licensing or other acquisitions of
technology), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all Capital Lease Obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party under acceptance, letter of credit or similar facilities, (g) all
obligations of such Person, contingent or otherwise, to purchase, redeem, retire
or otherwise acquire for value any Capital Stock (other than common stock) of
such Person, (h) all Guarantee Obligations of such Person in respect of
obligations of the kind referred to in clauses (a) through (g) above, (i) all
obligations of the kind referred to in clauses (a) through (h) above secured by
(or for which the holder of such obligation has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including, without
limitation, accounts and contract rights) owned by such Person, whether or not
such Person has assumed or become liable for the payment of such obligation and
(j) for the purposes of Section 10(e) only, all obligations of such Person in
respect of Hedging Agreements.

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

            "INSOLVENT":  pertaining to a condition of Insolvency.

            "INTELLECTUAL PROPERTY":  as defined in Section 6.9.

            "INTEREST PAYMENT DATE": (a) as to any Base Rate Loan, the last
Banking Day in each of March, June, September and December to occur while such
Loan is outstanding, (b) as to any Eurodollar Loan having an Interest Period of
three months or less, the last day of such Interest Period, (c) as to any
Eurodollar Loan having an Interest Period longer than three months, each day
which is three months, or a whole multiple thereof, after the first day of such
Interest Period and the last day of such Interest Period and (d) as to any
Fronted Offshore Revolving Credit Loan, the date or dates specified in the
applicable Fronting Lender Addendum.

            "INTEREST PERIOD": (a) as to any Eurodollar Loan, (i) initially, the
period commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurodollar Loan and ending one, two, three or six months or (if
available to all Lenders under the relevant Facility) nine or twelve months
thereafter, as selected by Packard in its notice of

                                       19

<PAGE>

borrowing or notice of conversion, as the case may be, given with respect
thereto; and (ii) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurodollar Loan and ending one,
two, three or six months or (if available to all Lenders under the relevant
Facility) nine or twelve months thereafter, as selected by Packard by
irrevocable notice to the Administrative Agent not less than three Banking Days
prior to the last day of the then current Interest Period with respect thereto;
PROVIDED that, in order to match amortization payment requirements when due in
accordance with Section 2.3, Packard may select, in addition to those specified
above, interest periods of not less than 14 days; PROVIDED FURTHER that, all of
the foregoing provisions relating to Interest Periods are subject to the
following:

            (1) if any Interest Period would otherwise end on a day that is not
      a Banking Day, such Interest Period shall be extended to the next
      succeeding Banking 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 Banking Day;

            (2) any Interest Period for Eurodollar Loans under the applicable
      Facility that would otherwise extend beyond the Revolving Credit
      Termination Date or beyond the date final payment is due on the Term
      Loans, as the case may be, shall end on the Revolving Credit Termination
      Date or such due date, as applicable;

            (3) any Interest Period that begins on the last Banking 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 Banking Day of a calendar month; and

            (4) Packard shall select Interest Periods so as not to require a
      payment or prepayment of any Eurodollar Loan during an Interest Period for
      such Loan; and

            (b) as to any Fronted Offshore Revolving Credit Loan, the interest
periods (if any) specified in the applicable Fronting Lender Addendum.

            "INTEREST RATE PROTECTION AGREEMENTS": as to any Person, all
interest rate swaps, caps or collar agreements or similar arrangements entered
into by such Person in the ordinary course of business (and not for speculative
purposes) providing for protection against fluctuations in interest rates or the
exchange of nominal interest obligations, either generally or under specific
contingencies.

            "ISSUANCE DATE":  any Banking Day specified in a notice
pursuant to Section 3.4 as a date on which the Issuing Lender is requested
to issue a Letter of Credit hereunder.

            "ISSUING LENDER ADDENDUM":  an Issuing Lender Addendum,
substantially in the form of Exhibit E-2.

            "ISSUING LENDER":  BofA, in its capacity as issuer of any
Letter of Credit.

                                       20

<PAGE>

            "JAPAN ACQUISITION": the repurchase by Packard Japan KK, a
Subsidiary of Packard, of the outstanding 40% minority interest in its Capital
Stock from the Person holding such Capital Stock for aggregate consideration of
approximately $7,500,000 (subject to currency fluctuations).

            "JAPAN DEBT":  the note, in a principal amount not to exceed
$7,500,000 (subject to currency fluctuations), issued by Packard Japan KK
as payment in part for the Japan Acquisition.

            "JUDGMENT CURRENCY":  as defined in Section 13.15(b).

            "L/C COMMITMENT":  at any time, the lesser of (a) $25,000,000
and (b) the Revolving Credit Commitments then in effect.

            "L/C FEE PAYMENT DATE":  the last Banking Day of each March,
June, September and December and the last day of the Revolving Credit
Commitment Period.

            "L/C OBLIGATIONS": at any time, an amount equal to the sum of (a)
the aggregate then undrawn and unexpired amount of the then outstanding Letters
of Credit and (b) the aggregate amount of drawings under Letters of Credit which
have not then been reimbursed pursuant to Section 3.5, including, in each case,
without duplication, the Dollar Equivalent of Offshore Letters of Credit, as
applicable.

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

            "LENDER": as defined in the preamble to this Agreement, PROVIDED
that, (a) to the extent applicable (including, without limitation, for purposes
of Sections 5.10, 5.11, 5.12, 5.14, 7.1, 7.2 and 7.3), all Fronting Lenders and
the Issuing Lender shall be deemed to be "Lenders" and (b) unless the context
otherwise requires, each Affiliate of a Lender that has entered into a Hedging
Agreement with any Borrower shall be deemed to be a "Lender" for the purposes of
Section 12.

            "LETTERS OF CREDIT":  as defined in Section 3.1(a).

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

            "LOAN":  any loan made by any Lender (including any Fronting
Lender) pursuant to this Agreement.

            "LOAN DOCUMENTS": this Agreement, the Applications, the Security
Documents, the Ratification, each Borrowing Subsidiary Agreement, each Borrowing
Subsidiary Termination, each Fronting Lender Addendum and the Notes; in each
case as the same may be amended, modified or supplemented from time to time.

                                       21

<PAGE>

            "LOAN PARTIES":  Packard, each Subsidiary Borrower and each
other Subsidiary of Packard which is a party to a Loan Document.

            "MAJORITY FACILITY LENDERS": with respect to any Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the Term
Loans or the Total Revolving Extensions of Credit, as the case may be,
outstanding under such Facility (or, in the case of the Revolving Credit
Facility, prior to any termination of the Revolving Credit Commitments, the
holders of more than 50% of the aggregate Revolving Credit Commitments).

            "MAJORITY REVOLVING CREDIT FACILITY LENDERS":  the Majority
Facility Lenders in respect of the Revolving Credit Facility.

            "MANAGEMENT NOTES": the subordinated notes issued by Packard to
employees, former employees, directors or former directors of Packard or any of
its Subsidiaries, in consideration for the repurchase of shares of, or options
to purchase shares of, common stock of Packard pursuant to the terms of the
agreements or plans approved by the Board of Directors of Packard which notes
(a) have no scheduled amortization or scheduled maturities earlier than August
17, 2006 and (b) include subordination provisions substantially in the form set
forth on Exhibit P.

            "MANAGEMENT NOTE PAYMENT":  as defined in Section 9.9(b).

            "MANAGEMENT STOCK PAYMENTS":  as defined in Section 9.6.

            "MANAGEMENT STOCKHOLDERS":  the collective reference to (a)
Emery G. Olcott, Richard T. McKernan, George Serrano, Orren K. Tench, Staf
van Cauter, Michael A. Zebarth Manfred Boesel, Benjamin Campagnuolo,
Michael Catalano, Michael Charland, Eugene Della Vecchia, Kevin Kuhn,
Daniel Meert, Arthur Nacht and Charles Wherlock, (b) any other officer of
Packard or any of its Subsidiaries and (c) their respective estates and
family members and any trusts established for the benefit of any of the
foregoing.

            "MATERIAL ADVERSE EFFECT": a material adverse effect on (a) the
Recapitalization, (b) the business, assets, property, condition (financial or
otherwise) or prospects of Packard and its Subsidiaries taken as a whole or (c)
the validity or enforceability of this Agreement or any of the other Loan
Documents or the rights or remedies of the Administrative Agent or the Lenders
hereunder or thereunder.

            "MATERIALS OF ENVIRONMENTAL CONCERN": any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

            "MCS":  Mobile Characterization Services, LLC, a New Mexico
limited liability company.

            "MOODY'S": Moody's Investor Services.


                                       22
<PAGE>


            "MORTGAGED PROPERTIES":  the real properties listed on
Schedule 1.1B, as to which the Administrative Agent for the benefit of the
Lenders was granted a Lien pursuant to the Mortgages.

            "MORTGAGES": collectively, the (i) Mortgage, Assignment of Rents and
Leases and Security Agreement dated as of March 4, 1997 by Packard Instrument
Company, Inc. to the Administrative Agent [Illinois property] and (ii) Open-End
Mortgage, Security Agreement and Fixture Filing dated as of March 4, 1997 from
Packard Bioscience Company to the Administrative Agent [Connecticut property];
in each case as the same may be amended, supplemented or otherwise modified from
time to time.

            "MORTGAGE SUPPLEMENTS":  collectively, each supplement to the
Mortgages, in the form of Exhibit G; in each case as the same may be
amended, supplemented or otherwise modified from time to time.

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

            "NET CASH PROCEEDS": (a) in connection with any Asset Sale or any
Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents
(including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise, but only as and when received) of such Asset Sale or
Recovery Event, net of attorneys' fees, accountants' fees, investment banking
fees, amounts required to be applied to the repayment of Indebtedness secured by
a Lien expressly permitted hereunder on any asset which is the subject of such
Asset Sale or Recovery Event (other than any Lien pursuant to a Security
Document) and other customary fees and expenses actually incurred in connection
therewith and net of taxes paid or reasonably estimated to be payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements) and (b) in connection with any
issuance or sale of equity securities or debt securities or instruments or the
incurrence of loans, the cash proceeds received from such issuance or
incurrence, net of attorneys' fees, investment banking fees, accountants' fees,
underwriting discounts and commissions and other customary fees and expenses
reasonably expected to be incurred in connection therewith.

            "NON-EXCLUDED TAXES":  as defined in Section 5.12(a).

            "NON-FACILITY LOANS DOLLAR EQUIVALENT": an amount, determined in
good faith by Packard on each date on which a Borrowing Notice or a
Conversion/Continuation Notice is delivered with respect to any Revolving Credit
Loan or Fronted Offshore Revolving Credit Loan, equal to the Dollar equivalent
of the aggregate then outstanding Non-Facility Offshore Currency Loans
(determined, in the case of any Borrowing Notice, after giving effect to any
repayment thereof on the relevant Borrowing Date) and set forth in such
Borrowing Notice or Conversion/Continuation Notice, as the case may be, based on
the exchange rate for such currency published in THE WALL STREET JOURNAL under
the caption "World Value of the Dollar" on the Business Day immediately
preceding the day that the relevant Borrowing Notice or Conversion/Continuation
Notice, as the case may be, is given. The Non-Facility Loans Dollar

                                       23


<PAGE>

Equivalent set forth in any notice referred to above shall remain in effect
until the next such notice is delivered pursuant to this Agreement.

            "NON-FACILITY OFFSHORE CURRENCY LOANS":  as defined in Section
9.2(f).

            "NON-U.S. LENDER":  as defined in Section 5.12(b).

            "NOTES":  the collective reference to any promissory note of
the relevant Borrower evidencing Loans made to such Borrower.

            "OFFSHORE CURRENCY": a currency that is listed on Schedule 1.1C
hereto or such other currency (other than Dollars) that is freely tradeable or
exchangeable into Dollars and has been approved as an "Offshore Currency" for
the purpose of this Agreement by the Administrative Agent and the relevant
Fronting Lender or Issuing Lender, as applicable.

            "OFFSHORE CURRENCY EQUIVALENT": at any time as to any amount
denominated in Dollars, the equivalent amount in the relevant Offshore Currency
or Currencies as determined by the Administrative Agent at such time on the
basis of the Spot Rate or Offshore L/C Spot Rate for the purchase of such
Offshore Currency or Currencies with Dollars on the date of determination
thereof.

            "OFFSHORE L/C SPOT RATE": as to any Offshore Currency, the rate
quoted by the Issuing Lender as the spot rate for the purchase by such Issuing
Lender of Dollars with such Offshore Currency or the purchase by such Issuing
Lender of such Offshore Currency with Dollars, as the case may be, at the time
specified in the applicable Issuing Lender's Addendum and on such date as of
which the foreign exchange computation is made for delivery two Banking Days
later.

            "OFFSHORE LETTER OF CREDIT":  any Letter of Credit which
provides for the payment of drawings in an Offshore Currency.

            "OFFSHORE TRANCHE": the collective reference to Fronted Offshore
Revolving Credit Loans of the same currency the then current Interest Periods
with respect to all of which begin on the same date and end on the same later
date (whether or not such Loans shall originally have been made on the same
day).

            "PACKARD":  as defined in the preamble to this Agreement.

            "PARTICIPANT":  as defined in Section 13.6(b).

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

            "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.

                                       24

<PAGE>

            "PLAN": at a particular time, any employee benefit plan which is
covered by ERISA and in respect of which Packard or a Commonly Controlled Entity
is (or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

            "PRICING GRID":  the pricing grid attached hereto as Annex A.

            "PRINCIPAL BUSINESS": each of (a) the business of supplying
bioanalytical instruments, and related biochemical supplies and services, to the
drug discovery and molecular biology markets and (b) for so long as the Canberra
Sale shall not have occurred, the business of manufacturing analytical
instruments and systems used to detect, identify and quantify radioactive
materials for the nuclear industry and related markets.

            "PROJECTIONS":  as defined in Section 8.2(c).

            "PROPERTIES":  as defined in Section 6.18(a).

            "PROPERTY":  any right or interest in or to property of any
kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including, without limitation, Capital Stock.

            "QUALIFIED FOREIGN SUBSIDIARY": (a) any Foreign Subsidiary listed on
Schedule 6.15 and (b) any other Foreign Subsidiary the designation of which as a
Subsidiary Borrower is accompanied by any amendments, supplements or other
modifications to the Security Documents (including, without limitation, the
Mortgages) deemed necessary or appropriate by the Administrative Agent in
connection with such designation.

            "RATIFICATION": as defined in Section 7.1(a).

            "RECAPITALIZATION": the consummation of the following
recapitalization transaction, pursuant to the Recapitalization and Stock
Purchase Agreement (and as detailed in Section 7.1(b) of the Original Credit
Agreement), which transaction was completed on March 4, 1997: (i) Stonington or
a Control Investment Affiliate thereof owned or controled approximately 70% of
the common stock of Packard and the Management Stockholders and certain other
continuing stockholders of Packard owned approximately 30% of such common stock;
in connection therewith, not more than $268,000,000 PLUS net cash of Packard on
hand (after repayment of Indebtedness) in an amount not to exceed $25,000,000
was expended to repurchase shares of Packard's common stock from existing
holders thereof and to pay fees and expenses incurred in connection with such
recapitalization transaction; (ii) Stonington or a Control Investment Affiliate
thereof expended at least $69,000,000 for the purchase of common stock of
Packard; (iii) Packard received at least $150,000,000 in gross cash proceeds
from the issuance of the Subordinated Notes and (iv) the fair market value of
the equity in Packard held by Management Stockholders and certain other
continuing stockholders (valued at a price per share of $22.25) was at least
$30,000,000.

            "RECAPITALIZATION AND STOCK PURCHASE AGREEMENT":  the
Recapitalization and Stock Purchase Agreement dated as of November 26,
1996 by and among Packard, CII Acquisition and the Management Stockholders
(as defined therein).

                                       25

<PAGE>

            "RECOVERY EVENT":  any settlement of or payment in respect of
any property or casualty insurance claim or any condemnation proceeding
relating to any asset of Packard or any of its Subsidiaries.

            "REFERENCE RATE": the rate of interest in effect for such day as
publicly announced from time to time by BofA in San Francisco, California, as
its "reference rate". The "reference rate" is a rate set by BofA based upon
various factors including BofA's costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate. Any change
in the reference rate announced by BofA shall take effect at the opening of
business on the day specified in the public announcement of such change.

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

            "REIMBURSEMENT OBLIGATION":  the obligation of Packard to
reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn
under Letters of Credit.

            "REINVESTMENT DEFERRED AMOUNT": with respect to any Reinvestment
Event, the aggregate Net Cash Proceeds received by Packard or any of its
Subsidiaries in connection therewith which are not applied to prepay the
Revolving Credit Loans pursuant to Section 5.4(c) as a result of the delivery of
a Reinvestment Notice.

            "REINVESTMENT EVENT":  any Asset Sale or Recovery Event in
respect of which Packard has delivered a Reinvestment Notice.

            "REINVESTMENT NOTICE": a written notice executed by a Responsible
Officer stating that no Event of Default has occurred and is continuing and that
Packard (directly or indirectly through a Subsidiary) intends and expects to use
all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery
Event to acquire assets useful in its business (including to repair or restore
any asset of Packard or any of its Subsidiaries following casualty or
condemnation).

            "REINVESTMENT PREPAYMENT AMOUNT": with respect to any Reinvestment
Event, the Reinvestment Deferred Amount relating thereto less any amount
expended prior to the relevant Reinvestment Prepayment Date to acquire assets
useful in Packard's business (including to repair or restore any asset of
Packard or any of its Subsidiaries following casualty or condemnation).

            "REINVESTMENT PREPAYMENT DATE": with respect to any Reinvestment
Event, the earlier of (a) the date occurring nine months after such Reinvestment
Event and (b) the date on which Packard shall have determined not to, or shall
have otherwise ceased to, acquire assets useful in Packard's business (including
to repair or restore any asset of Packard or any of its Subsidiaries following
casualty or condemnation) with all or any portion of the relevant Reinvestment
Deferred Amount.

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

                                       26


<PAGE>

            "REPORTABLE EVENT":  any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty-day
notice period has been waived by the PBGC under PBGC Reg.ss.4043 (or any
successor).

            "REQUIRED LENDERS": the holders of more than 50% of the sum of (i)
the aggregate unpaid principal amount of the Term Loans and (ii) the aggregate
Revolving Credit Commitments or, if the Revolving Credit Commitments have been
terminated, the Total Revolving Extensions of Credit.

            "REQUIRED PREPAYMENT LENDERS":  the Majority Facility Lenders
in respect of each Facility.

            "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 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, president or
chief financial officer of Packard, but in any event, with respect to financial
matters, the chief financial officer of Packard or any other officer of Packard
responsible for financial matters who is designated as a "Responsible Officer"
by the chief financial officer of Packard in a written notice to the
Administrative Agent.

            "RESTRICTED PAYMENTS":  as defined in Section 9.6.

            "REVOLVING CREDIT COMMITMENT": as to any Lender, the obligation of
such Lender, if any, to make Revolving Credit Loans, participate in Letters of
Credit and participate in Fronted Offshore Revolving Credit Loans, in an
aggregate principal and/or face amount not to exceed the amount set forth under
the heading "Revolving Credit Commitment" opposite such Lender's name on
Schedule 1.1A, as the same may be changed from time to time pursuant to the
terms hereof. The aggregate amount of the Revolving Credit Commitments is
$100,000,000

            "REVOLVING CREDIT COMMITMENT PERIOD":  the period from and
including the Closing Date to the Revolving Credit Termination Date.

            "REVOLVING CREDIT LENDER":  each Lender which has a Revolving
Credit Commitment or which has made Revolving Credit Loans.

            "REVOLVING CREDIT LOANS":  as defined in Section 2.4.

            "REVOLVING CREDIT PERCENTAGE": as to any Revolving Credit Lender at
any time, the percentage which such Lender's Revolving Credit Commitment then
constitutes of the aggregate Revolving Credit Commitments (or, at any time after
the Revolving Credit Commitments shall have expired or terminated, the
percentage which the aggregate principal amount of the Revolving Extensions of
Credit of such Lender then outstanding constitutes of the Total Revolving
Extensions of Credit then outstanding).

                                       27

<PAGE>

            "REVOLVING CREDIT TERMINATION DATE":  the earliest of (a) the
Scheduled Revolving Credit Termination Date and (b) the date on which the
Revolving Credit Commitments are terminated pursuant to Section 10.

            "REVOLVING EXTENSIONS OF CREDIT": as to any Revolving Credit Lender
at any time, an amount equal to the sum of (a) the aggregate principal amount of
all Revolving Credit Loans made by such Lender then outstanding and (b) such
Lender's Revolving Credit Percentage of (i) the L/C Obligations and (ii) the
Dollar Equivalent of the aggregate outstanding principal amount of Fronted
Offshore Revolving Credit Loans.

            "S&P: Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies.

            "SCHEDULED REVOLVING CREDIT TERMINATION DATE":  August 17,
2005 or, if such day is not a Banking Day, the next preceding Banking Day.

            "SECOND AMENDMENT": as defined in the recitals.

            "SECURITY DOCUMENTS": the collective reference to the Guarantee and
Collateral Agreement, the Mortgages, the Mortgage Supplements, the Dutch Pledge
Documents, and all other security documents hereafter delivered to the
Administrative Agent granting a Lien on any Property of any Person to secure the
obligations and liabilities of any Loan Party under any Loan Document; in each
case as the same may be amended, supplemented or otherwise modified from time to
time.

            "SINGLE EMPLOYER PLAN":  any Plan which is covered by Title IV
of ERISA, but which is not a Multiemployer Plan.

            "SOLVENT": when used with respect to any Person, means that as of
any date of determination, (a) the amount of the "present fair saleable value"
of the assets of such Person will, as of such date, exceed the amount of all
"liabilities of such Person, contingent or otherwise", as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured
or unsecured.

            "SPECIFIED CHANGE OF CONTROL":  a "Change of Control" as
defined in the Subordinated Note Indenture.

                                       28
<PAGE>

            "SPOT RATE": as to any Fronted Offshore Currency, the rate quoted by
the relevant Fronting Lender as the spot rate for the purchase by such Fronting
Lender of Dollars with such Fronted Offshore Currency or the purchase by such
Fronting Lender of such Fronted Offshore Currency with Dollars, as the case may
be, at the time specified in such Fronting Lender's Fronting Lender Addendum and
on such date as of which the foreign exchange computation is made for delivery
two Banking Days later.

            "STOCKHOLDERS AGREEMENT":  the Stockholders Agreement dated
March 4, 1997 among Packard, Stonington Capital Appreciation 1994 Fund,
L.P., the Management Stockholders, Merrill Lynch KECALP L.P. 1994, KECALP
Inc. and certain other stockholders of Packard.

            "STONINGTON":  Stonington Partners Inc., a Delaware corporation.

            "SUBORDINATED NOTE INDENTURE": the Indenture entered into by Packard
and The Bank of New York, as trustee, in connection with the issuance of the
Subordinated Notes, together with all instruments and other agreements entered
into by Packard or any of its Subsidiaries in connection therewith, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with Section 9.9.

            "SUBORDINATED NOTES":  the senior subordinated notes due 2007
of Packard issued on March 4, 1997.

            "SUBSIDIARY": as to any Person, a corporation, partnership, limited
liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of Packard.

            "SUBSIDIARY BORROWER":  at any time, any Qualified Foreign
Subsidiary of Packard designated as a Subsidiary Borrower by Packard
pursuant to Section 5.15 that has not ceased to be a Subsidiary Borrower
pursuant to such Section or Section 12.

            "SUBSIDIARY BORROWER OBLIGATIONS": the unpaid principal of and
interest on (including, without limitation, interest accruing after the maturity
of the Loans and Reimbursement Obligations and interest accruing after the
filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the relevant Borrower, whether or
not a claim for post-filing or post-petition interest is allowed in such
proceeding) the Loans and all other obligations and liabilities of any
Subsidiary Borrower to the Administrative Agent or to any Lender (or, in the
case of any Hedging Agreements, any affiliate of any Lender (including any
Fronting Lender)), whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, this Agreement, any other Loan Document, the Letters
of Credit,



                                       29
<PAGE>

any Hedging Agreement entered into with any Lender or any affiliate of any
Lender or any other document made, delivered or given in connection herewith or
therewith, whether on account of principal interest, reimbursement obligations,
fees, indemnities, costs, expenses (including, without limitation, all fees,
charges and disbursements of counsel to the Administrative Agent or to any
Lender that are required to be paid by any Subsidiary Borrower pursuant hereto)
or otherwise.

            "SUBSIDIARY GUARANTOR":  each Subsidiary of Packard other than
any Foreign Subsidiary and any Inactive Subsidiary.

            "SUBSIDIARY RESTRICTIONS":  as defined in Section 9.14.

            "TECHNOLOGY ACQUISITION":  to the extent not included in
Capital Expenditures, any expenditure by Packard or any of its
Subsidiaries in connection with the acquisition of licenses, trademarks,
patents or technology.

            "TERM LOAN COMMITMENT": as of the Closing Date, there are no
commitments for any Lender to make term loans under this Agreement.

            "TERM LOAN PERCENTAGE":  as to any Lender at any time, the
percentage which such Lender's Term Loan Commitment then constitutes of
the aggregate Term Loan Commitment.

            "THIRD AMENDMENT": as defined in the recitals.

            "TOTAL REVOLVING EXTENSIONS OF CREDIT":  at any time, the
aggregate amount of the Revolving Extensions of Credit of the Revolving
Credit Lenders at such time.

            "TOTAL UTILIZED COMMITMENTS":  at any time, the aggregate of
the Utilized Commitments of the Revolving Credit Lenders at such time.

            "TRANSFEREE":  as defined in Section 13.16.

            "TYPE":  as to any Loan, its nature as a Base Rate Loan, a
Eurodollar Loan or a Fronted Offshore Revolving Credit Loan.

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

            "UTILIZED COMMITMENT": as to any Revolving Credit Lender at any
time, an amount equal to the sum of (a) the aggregate principal amount of all
Revolving Credit Loans made by such Lender then outstanding and (b) such
Lender's Revolving Credit Percentage of (i) the L/C Obligations (including,
without duplication, the Dollar Equivalent of all Offshore Letters of Credit),
(ii) the Dollar Equivalent of the aggregate outstanding principal amount of
Fronted Offshore Revolving Credit Loans and (iii) the Non-Facility Loans Dollar
Equivalent.


                                       30
<PAGE>

            "WHOLLY OWNED SUBSIDIARY": as to any Person, any other Person all of
the Capital Stock of which (other than directors' qualifying shares required by
law) is owned by such Person directly and/or through other Wholly Owned
Subsidiaries.

            "WHOLLY OWNED SUBSIDIARY GUARANTOR":  any Subsidiary Guarantor
that is a Wholly Owned Subsidiary of Packard.

            1.2 OTHER DEFINITIONAL PROVISIONS. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made
or delivered pursuant hereto or thereto.

            (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms relating to Packard and its Subsidiaries not defined in Section
1.1 and accounting terms partly defined in Section 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,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

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

            (e) Notwithstanding anything in this Agreement to the contrary, for
the purposes of calculating Consolidated EBITDA, the portion of Consolidated
EBITDA attributable to MCS shall appropriately reflect the percentage economic
interest in MCS held by Packard (directly or indirectly). It is understood that
no other calculations pursuant to this Agreement shall be adjusted in such
manner.

         SECTION 2. AMOUNT AND TERMS OF TERM LOAN AND REVOLVING CREDIT
                                  COMMITMENTS

             2.1 TERM LOAN COMMITMENTS. As of the Closing Date, there are no
Term Loan Commitments for any Lender under this Agreement.

             2.2 PROCEDURE FOR TERM LOAN BORROWING. The term loan borrowing
procedure under the Original Credit Agreement was as specified in Section 2.2
thereunder.

             2.3 REPAYMENT OF TERM LOAN. All term loans outstanding under the
Original Credit Agreement have been repaid in full as of the Closing Date. -

             2.4 REVOLVING CREDIT COMMITMENTS. (a) Subject to the terms and
conditions hereof, each Revolving Credit Lender severally agrees to make
revolving credit loans denominated in Dollars (each, a "REVOLVING CREDIT LOAN")
to Packard from time to time during



                                       31
<PAGE>

the Revolving Credit Commitment Period in an aggregate principal amount at any
one time outstanding which, when added to such Lender's Revolving Credit
Percentage of the sum of (i) the L/C Obligations then outstanding, (ii) the
Dollar Equivalent of the then outstanding principal amount of Fronted Offshore
Revolving Credit Loans (after giving effect to the use of proceeds of such
Revolving Credit Loans) and (iii) the Non-Facility Loans Dollar Equivalent, does
not exceed the amount of such Revolving Credit Lender's Revolving Credit
Commitment. During the Revolving Credit Commitment Period, Packard may use the
Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans
in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Revolving Credit Loans may from time to time be
Eurodollar Loans or Base Rate Loans, as determined by Packard and notified to
the Administrative Agent in accordance with Sections 2.5 and 5.5, PROVIDED that
no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that
is one month prior to the Scheduled Revolving Credit Termination Date.

             (b) Packard hereby unconditionally promises to pay to the
Administrative Agent for the account of each Revolving Credit Lender the then
unpaid principal amount of each Revolving Credit Loan of such Lender on the
Revolving Credit Termination Date.

             2.5 PROCEDURE FOR REVOLVING CREDIT BORROWING. Packard may borrow
under the Revolving Credit Commitments during the Revolving Credit Commitment
Period on any Banking Day, PROVIDED that Packard shall give the Administrative
Agent irrevocable telephonic notice (promptly confirmed in writing in a
Borrowing Notice) (which notice must be received by the Administrative Agent
prior to 11:30 A.M., New York time, (a) three Banking Days prior to the
requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Banking
Day prior to the requested Borrowing Date, in the case of Base Rate Loans),
specifying (i) the amount and Type of Revolving Credit Loans to be borrowed,
(ii) the requested Borrowing Date, (iii) in the case of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest Period therefor and (iv) the Non-Facility Loans Dollar
Equivalent. Each borrowing under the Revolving Credit Commitments shall be in an
amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole
multiple of $500,000 in excess thereof (or, if the then aggregate Available
Revolving Credit Commitments are less than $1,000,000, such lesser amount) and
(y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Upon receipt of any such notice from Packard, the
Administrative Agent shall promptly notify each Revolving Credit Lender thereof.
Each Revolving Credit Lender will make the amount of its PRO RATA share of each
borrowing available to the Administrative Agent for the account of Packard at
the Administrative Agent's Payment Office prior to 2:00 P.M., New York time, on
the Borrowing Date requested by Packard in Dollars and in funds immediately
available to the Administrative Agent. Such borrowing will then be made
available to Packard by the Administrative Agent crediting the account of
Packard on the books of such office with the aggregate of the amount made
available to the Administrative Agent by the Revolving Credit Lenders and in
like funds as received by the Administrative Agent (or, in the event that
Packard specifies in the relevant Borrowing Notice a different account into
which such amounts should be transferred, the Administrative Agent shall
transfer to such account the aggregate amount made available to the
Administrative Agent by the Revolving Credit Lenders in like funds as received
by the Administrative Agent).


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<PAGE>

                          SECTION 3. LETTERS OF CREDIT

             3.1 L/C COMMITMENT. (a) Subject to the terms and conditions hereof,
the Issuing Lender, in reliance on the agreements of the other Revolving Credit
Lenders set forth in Section 3.4(a), agrees to issue letters of credit (each
such letter of credit issued pursuant to this Section 3, including Offshore
Letters of Credit, collectively "LETTERS OF CREDIT") for the account of Packard
on any Banking Day during the Revolving Credit Commitment Period in such form as
may be approved from time to time by the Issuing Lender, PROVIDED that the
Issuing Lender shall have no obligation to issue any Letter of Credit if (i)
after giving effect to such issuance, (A) the L/C Obligations would exceed the
L/C Commitment or (B) the aggregate amount of the Available Revolving Credit
Commitments would be less than zero or (ii) it has not received notice from the
Administrative Agent that the issuance of such Letter of Credit will not violate
clause (i) above. Each Letter of Credit shall (i) be denominated in Dollars or,
subject to Section 3.9, an Offshore Currency and (ii) expire no later than the
earlier of (x) the first anniversary of its date of issuance and (y) the date
which is 30 Business Days prior to the Scheduled Revolving Credit Termination
Date, PROVIDED that any Letter of Credit with a one-year term may provide for
the renewal thereof for additional one-year periods (which shall in no event
extend beyond the date referred to in clause (y) above).

             (b) 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.

             (c) The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
the Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

             3.2 PROCEDURE FOR ISSUANCE OF LETTER OF CREDIT. Packard may from
time to time request that the Issuing Lender issue a Letter of Credit by
delivering concurrently to each of the Administrative Agent and the Issuing
Lender at its address for notices specified herein an Application therefor
(including a written notice specifying the Non-Facility Loans Dollar
Equivalent), completed to the satisfaction of the Issuing Lender, and such other
certificates, documents and other papers and information as the Issuing Lender
may request. Upon receipt of any Application and the approval of the
Administrative Agent as evidenced by the notice referred to in Section
3.1(a)(ii), the Issuing Lender will process such Application and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event shall the
Issuing Lender be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed to by the Issuing Lender and Packard. The Issuing Lender
shall furnish a copy of each Letter of Credit to Packard and the Administrative
Agent promptly following the issuance thereof. The Administrative Agent shall
promptly furnish to the Revolving Credit Lenders notice of the issuance of each
Letter of Credit.

             3.3 COMMISSIONS, FEES AND OTHER CHARGES. (a) Packard will pay to
the Administrative Agent for the account of the Revolving Credit Lenders, a
letter of credit



                                       33
<PAGE>

commission with respect to each Letter of Credit computed for the period from
and including the date of issuance of such Letter of Credit to the date such
Letter of Credit is no longer outstanding, computed at a rate per annum equal to
the Applicable Margin from time to time applicable to Eurodollar Loans under the
Revolving Credit Facility on the average aggregate daily amount available to be
drawn under such Letter of Credit for the period as to which payment of such
commission is made, payable quarterly in arrears on each L/C Fee Payment Date to
occur while such Letter of Credit remains outstanding and on the date such
Letter of Credit expires or is cancelled. In addition, Packard shall pay to the
Issuing Lender for its own account a fronting fee of 0.15% per annum on the
average aggregate amount available to be drawn under Letters of Credit
outstanding during the period for which such fee is calculated, payable
quarterly in arrears on each L/C Fee Payment Date to occur while such Letter of
Credit remains outstanding and on the date such Letter of Credit expires or is
cancelled.

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

             3.4 L/C PARTICIPATIONS. (a) The Issuing Lender irrevocably agrees
to grant and hereby grants to each L/C Participant, and, to induce the Issuing
Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from the Issuing
Lender, on the terms and conditions hereinafter stated, for such L/C
Participant's own account and risk an undivided interest equal to such L/C
Participant's Revolving Credit Percentage in the Issuing Lender's obligations
and rights under each Letter of Credit issued hereunder and the amount of each
draft paid by the Issuing Lender thereunder. Each L/C Participant
unconditionally and irrevocably agrees with the Issuing Lender that, if a draft
is paid under any Letter of Credit for which the Issuing Lender is not
reimbursed in full by Packard in accordance with the terms of this Agreement,
such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing
Lender's address for notices specified herein an amount equal to such L/C
Participant's Revolving Credit Percentage of the amount of such draft, or any
part thereof, which is not so reimbursed. Each L/C Participant's obligation to
make the payment referred to in the immediately preceding sentence 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 L/C Participant or any Borrower may have
against the Issuing Lender, any Borrower 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
any Borrower, (iv) any breach of this Agreement by any Loan Party or any other
Lender or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.

             (b) If any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion
of any payment made by the Issuing Lender under any Letter of Credit is not paid
to the Issuing Lender when due but is paid within three Business Days after the
date such payment is due, such L/C Participant shall pay to the Issuing Lender
(through the Administrative Agent) on demand (i) an amount equal to the product
of (x) such amount, times (y) the daily average Federal Funds Effective Rate
during the period from and including the date such payment is required to the
date on which such



                                       34
<PAGE>

payment is immediately available to the Issuing Lender, times (z) a fraction the
numerator of which is the number of days that elapse during such period and the
denominator of which is 360 and (ii) a customary administrative fee with respect
thereto. If any such amount required to be paid by any L/C Participant pursuant
to Section 3.4(a) is not made available to the Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, the
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to Base Rate Loans under the Revolving Credit
Facility. A certificate of the Issuing Lender submitted to any L/C Participant
(with a copy to be provided promptly to the Administrative Agent) with respect
to any amounts owing under this Section shall be conclusive in the absence of
manifest error.

             (c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its PRO
RATA share of such payment in accordance with Section 3.4(a), the Issuing Lender
receives any payment related to such Letter of Credit (whether directly from
Packard or otherwise, including proceeds of collateral applied thereto by the
Issuing Lender), or any payment of interest on account thereof, the Issuing
Lender will distribute to such L/C Participant its PRO RATA share thereof;
PROVIDED, HOWEVER, that in the event that any such payment received by the
Issuing Lender shall be required to be returned by the Issuing Lender, such L/C
Participant shall return to the Issuing Lender the portion thereof previously
distributed by the Issuing Lender to it.

             3.5 REIMBURSEMENT OBLIGATION OF PACKARD. If any draft shall be
presented for payment under any Letter of Credit issued by the Lender, the
Issuing Lender shall promptly notify Packard of the date and amount thereof. If
the Issuing Lender notifies Packard prior to 11:30 A.M., New York time, on any
Business Day, of any drawing under any Letter of Credit issued by it, Packard
shall reimburse the Issuing Lender with respect to such drawing on such Business
Day. If the Issuing Lender notifies Packard after 11:30 A.M., New York time, on
any Business Day of any drawing under any Letter of Credit issued by it, Packard
shall reimburse the Issuing Lender with respect to such drawing on the next
succeeding Business Day and interest shall be payable on the amount of such
drawing for such period at the rate then applicable to Base Rate Loans under the
Revolving Credit Facility. In addition, Packard agrees to reimburse the Issuing
Lender for any taxes, fees, charges or other costs or expenses incurred by the
Issuing Lender in connection with any payment under any Letter of Credit. Each
payment by Packard pursuant to this Section 3.5 shall be made to the Issuing
Lender at its address for notices specified herein in Dollars and in immediately
available funds.

             3.6 OBLIGATIONS ABSOLUTE. Packard's obligations under this Section
3 shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which Packard may
have or have had against the Issuing Lender, any beneficiary of a Letter of
Credit or any other Person. Packard also agrees with the Issuing Lender that the
Issuing Lender shall not be responsible for, and Packard's Reimbursement
Obligations under Section 3.5 shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even though
such documents shall in fact prove to be invalid, fraudulent or forged, or any
dispute between or among Packard and any beneficiary of any Letter of Credit or
any other party to which such Letter of Credit may be transferred or any claims
whatsoever of Packard against any beneficiary



                                       35
<PAGE>

of such Letter of Credit or any such transferee. The Issuing Lender shall not be
liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with
any Letter of Credit, except for errors or omissions found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the Issuing Lender. Packard
agrees that any action taken or omitted by the Issuing Lender under or in
connection with any Letter of Credit or the related drafts or documents, if done
in the absence of gross negligence or willful misconduct and in accordance with
the standards or care specified in the Uniform Commercial Code of the State of
New York, shall be binding on Packard and shall not result in any liability of
the Issuing Lender to Packard.

             3.7 LETTER OF CREDIT PAYMENTS. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify
Packard of the date and amount thereof. The responsibility of the Issuing Lender
to Packard in connection with any draft presented for payment under any Letter
of Credit shall, in addition to any payment obligation expressly provided for in
such Letter of Credit, be limited to determining that the documents (including
each draft) delivered under such Letter of Credit in connection with such
presentment are substantially in conformity with such Letter of Credit.

             3.8 APPLICATIONS. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3 or any other terms of this Agreement or any other Loan
Document the provisions of this Section 3 or such other terms shall apply.

             3.9 OFFSHORE LETTERS OF CREDIT. Packard may request the issuance of
an Offshore Letter of Credit subject to the terms and conditions of this Section
3.9, in addition to the other conditions applicable to the issuance of Letters
of Credit hereunder. The issuance of any Offshore Letter of Credit shall be
subject to the approval of the Issuing Lender. If any Offshore Letter of Credit
is issued, the following additional provisions shall apply:

            (a) for the avoidance of doubt, all Offshore Letters of Credit will
      be for the account of Packard;

            (b) the obligation of each L/C Participant to reimburse the Issuing
      Lender for any payment or disbursement under any Offshore Letter of Credit
      shall be payable only in the Offshore Currency in which such payment or
      disbursement is made, or at the request of any L/C Participant, in the
      Dollar Equivalent of the relevant Offshore Currency (calculated as of such
      date of determination);

            (c) (i) after giving effect to any such Offshore Letter of Credit,
      the aggregate amount of the Available Revolving Credit Commitments at such
      time shall not be less than zero, (ii) after giving effect to such
      Offshore Letter of Credit, the Dollar Equivalent of the sum of the
      aggregate (A) outstanding principal amount of Fronted Offshore Revolving
      Credit Loans and (B) outstanding Offshore Letters of Credit shall not
      exceed the Fronted Offshore Revolving Credit Loan Sublimit and (iii) the
      Issuing Lender shall not issue any Offshore Letter of Credit unless it
      shall have received notice from the



                                       36
<PAGE>

      Administrative Agent that the issuance of such Offshore Letter of Credit
      will not violate clause (i) or (ii) of this paragraph;

            (d) No later than the time specified in the applicable Issuing
      Lender Addendum, on each Calculation Date with respect to an Offshore
      Currency (or such other currency which the Issuing Lender may in its sole
      discretion agree to, and which for all other purposes of this Agreement
      with respect to such Offshore Letter of Credit shall then be deemed to be
      an "Offshore Currency"), the Issuing Lender shall determine the Offshore
      L/C Spot Rate as of such Calculation Date with respect to such Offshore
      Currency and shall promptly notify the Administrative Agent thereof. The
      Offshore L/C Spot Rate so determined shall become effective on the
      relevant Calculation Date and shall remain effective until the next
      succeeding Calculation Date. The Administrative Agent shall promptly
      notify Packard of each determination of an Offshore L/C Spot Rate
      hereunder; and

            (e) For purposes of determining the L/C Obligations and for purposes
      of calculating fees payable under Section 3.3, the amount of any Offshore
      Letter of Credit and of any draft paid by the Issuing Lender thereunder
      shall be deemed to be, as of any date of determination, the Dollar
      Equivalent thereof at such date.

                     SECTION 4. AMOUNT AND TERMS OF FRONTED
                         OFFSHORE REVOLVING CREDIT LOANS

             4.1 FRONTED OFFSHORE REVOLVING CREDIT SUBFACILITY. Subject to the
terms and conditions hereof, each Fronting Lender severally agrees to make
revolving credit loans (each, a "FRONTED OFFSHORE REVOLVING CREDIT LOAN") to the
relevant Subsidiary Borrowers from time to time during the Revolving Credit
Commitment Period in an aggregate principal amount at any one time outstanding
the Dollar Equivalent of which shall not exceed, with respect to each Fronted
Offshore Currency, the related Fronted Offshore Currency Sublimit of such
Fronting Revolving Credit Lender, PROVIDED that, (a) after giving effect to any
such Fronted Offshore Revolving Credit Loan, the aggregate amount of the
Available Revolving Credit Commitments at such time would not be less than zero,
(b) after giving effect to such Fronted Offshore Revolving Credit Loan and the
use of proceeds thereof, the Dollar Equivalent of the sum of the (A) aggregate
outstanding principal amount of Fronted Offshore Revolving Credit Loans and (B)
Offshore Letters of Credit, does not exceed the Fronted Offshore Revolving
Credit Loan Sublimit and (c) no Fronting Lender shall make any Fronted Offshore
Revolving Credit Loan unless it shall have received notice from the
Administrative Agent that the making of such Fronted Offshore Revolving Credit
Loan will not violate clause (a) or (b) above. During the Revolving Credit
Commitment Period, the Subsidiary Borrowers may use the Fronted Offshore
Revolving Credit Subfacility by borrowing, prepaying Fronted Offshore Revolving
Credit Loans in whole or in part and reborrowing, all in accordance with the
terms and conditions hereof.

             4.2 PROCEDURE FOR FRONTED OFFSHORE REVOLVING CREDIT LOAN
BORROWINGS. Any Subsidiary Borrower may borrow under the Fronted Offshore
Revolving Credit Subfacility during the Revolving Credit Commitment Period on
any Banking Day, PROVIDED that Packard or its authorized designee shall give the
relevant Fronting Lender and the Administrative Agent



                                       37
<PAGE>

irrevocable written notice in the form of a Borrowing Notice (which Borrowing
Notice must be received by the Fronting Lender and the Administrative Agent
prior to the applicable time specified therefor in such Fronting Lender's
Fronting Lender Addendum) specifying (a) the amount to be borrowed and the
Fronted Offshore Currency with respect thereto, (b) the requested Borrowing
Date, (c) the Subsidiary Borrower to which such Fronted Offshore Revolving
Credit Loan is to be made, (d) the Non-Facility Loans Dollar Equivalent and (e)
the initial Interest Periods (if any) with respect thereto; PROVIDED, FURTHER,
that, notwithstanding anything to the contrary in any Fronting Lender Addendum,
no Fronting Lender shall make a Fronted Offshore Revolving Credit Loan until it
shall have received the notice described in clause (c) of the proviso to the
first sentence of Section 4.1, upon receipt of which such Fronting Lender shall
make the relevant Fronted Offshore Revolving Credit Loan in accordance with the
terms of the applicable Fronting Lender Addendum or as soon thereafter as
practicable. Each borrowing under the Fronted Offshore Revolving Credit
Subfacility from a Fronting Lender shall be in such minimum amounts as shall be
specified in the applicable Fronting Lender's Fronting Lender Addendum. The
proceeds of each Fronted Offshore Revolving Credit Loan will be made available
by the Fronting Lender in respect thereof to the relevant Subsidiary Borrower at
such Lender's Fronting Lender's Payment Office at such time on the Borrowing
Date and in such funds as are specified in such Fronting Lender's Fronting
Lender Addendum.

             4.3 FRONTED OFFSHORE REVOLVING CREDIT LOANS FEES, COMMISSIONS AND
OTHER CHARGES. (a) Each Subsidiary Borrower shall pay to the relevant Fronting
Lender with respect to each Fronted Offshore Revolving Credit Loan made to it by
such Fronting Lender, for the account of such Fronting Lender, a fronting fee
with respect to the period from and including the date of such Fronted Offshore
Revolving Credit Loan to but excluding the date of repayment thereof computed at
a rate of 0.5% per annum on the average daily principal amount of such Fronted
Offshore Revolving Credit Loan outstanding during the period for which such fee
is calculated. Such fronting fee shall be payable in arrears on each Fee Payment
Date to occur after the making of such Fronted Offshore Revolving Credit Loan
and on the final maturity date in respect of such Fronted Offshore Revolving
Credit Loan (or on such earlier date as such Fronted Offshore Revolving Credit
Loan shall become due and payable as provided herein) and shall be
nonrefundable.

             (b) Each Subsidiary Borrower shall pay to the relevant Fronting
Lender, for the account of the Fronted Revolving Credit Loan Participants, a
participation fee with respect to each Fronted Offshore Revolving Credit Loan
made by such Fronting Lender to such Subsidiary Borrower, with respect to the
period from and including the date of such Loan to but excluding the date of
repayment thereof, computed at a rate per annum equal to the Applicable Margin
in respect of Eurodollar Loans that are Revolving Credit Loans from time to time
in effect on the average daily principal amount of such Fronted Offshore
Revolving Credit Loan outstanding during the period for which such fee is
calculated. Each such participation fee shall be shared ratably among the
relevant Fronted Revolving Credit Loan Participants in accordance with their
respective Revolving Credit Commitment Percentages. Each such participation fee
shall be payable in arrears on each Fee Payment Date to occur after the making
of the relevant Fronted Offshore Revolving Credit Loan and on the final maturity
date in respect of such Fronted Offshore Revolving Credit Loan (or on such
earlier date as such Fronted Offshore Revolving Credit Loan shall become due and
payable as provided herein) and shall be nonrefundable. Upon receipt of any
payment pursuant to this paragraph, each Fronting Lender shall promptly



                                       38
<PAGE>

convert such payment to Dollars at the Spot Rate determined by the Fronting
Lender to be in effect on the date of such conversion and shall promptly forward
such amount in Dollars to the Administrative Agent at the Administrative Agent's
Payment Office.

             (c) The Administrative Agent shall, promptly following its receipt
thereof, distribute to the relevant Fronted Revolving Credit Loan Participants
all fees received by the Administrative Agent for their respective accounts
pursuant to Section 4.3(b).

             4.4 PARTICIPATIONS. (a) Each Fronting Lender irrevocably agrees to
grant and hereby grants to each Fronted Revolving Credit Loan Participant (other
than such Fronting Lender), and, to induce such Fronting Lender to make Fronted
Offshore Revolving Credit Loans hereunder, each such Fronted Revolving Credit
Loan Participant irrevocably agrees to accept and purchase and hereby accepts
and purchases from such Fronting Lender, on the terms and conditions hereinafter
stated, for such Fronted Revolving Credit Loan Participant's own account and
risk an undivided interest equal to such Fronted Revolving Credit Loan
Participant's Revolving Credit Commitment Percentage in such Fronting Lender's
obligations and rights in respect of each Fronted Offshore Revolving Credit Loan
made by such Fronting Lender hereunder. Each such Fronted Revolving Credit Loan
Participant unconditionally and irrevocably agrees with each Fronting Revolving
Credit Lender that, if any amount in respect of the principal, interest or fees
owing to such Fronting Lender in respect of a Fronted Offshore Revolving Credit
Loan is not paid when due in accordance with the terms of this Agreement, such
Fronted Revolving Credit Loan Participant shall pay to the Fronting Lender
(through the Administrative Agent) upon demand an amount in the Dollar
Equivalent of the relevant Offshore Currency (calculated as of such date of
determination) equal to such Fronted Revolving Credit Loan Participant's
Revolving Credit Commitment Percentage of such unpaid amount.

             (b) Each Fronted Revolving Credit Loan Participant's obligation to
make the payment referred to in Section 4.4(a) 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 any Fronted Revolving Credit Loan Participant or any Subsidiary Borrower
may have against any Fronting Lender, any Subsidiary Borrower 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 any Borrower, (iv) any breach of this Agreement or
any other Loan Document by any Loan Party or any other Lender or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

             (c) If any amount required to be paid by any Fronted Revolving
Credit Loan Participant to any Fronting Lender pursuant to Section 4.4(a) is not
paid to such Fronting Lender when due but is paid within three Banking Days
after the date such payment is due, such Fronted Revolving Credit Loan
Participant shall pay to such Fronting Lender on demand an amount equal to the
product of (i) such amount, times (ii) the Cost of Funds in respect of the
related Offshore Currency determined by such Fronting Lender during the period
from and including the date such payment is required to the date on which such
payment is immediately available to such Fronting Lender, times (iii) a fraction
the numerator of which is the number of days that elapse during such period and
the denominator of which is 360. If any such amount required to be paid by any
Fronted Revolving Credit Loan Participant pursuant to Section 4.4(a) is not in



                                       39
<PAGE>

fact made available to any Fronting Lender by such Fronted Revolving Credit Loan
Participant within three Banking Days after the date such payment is due, such
Fronting Lender shall be entitled to recover from such Fronted Revolving Credit
Loan Participant, on demand, such amount with interest thereon calculated from
such due date at the rate per annum equal to the rate applicable thereto in
accordance with the preceding sentence PLUS the Applicable Margin in respect of
Eurodollar Loans that are Revolving Credit Loans. A certificate of any Fronting
Lender submitted to any Fronted Revolving Credit Loan Participant with respect
to any amounts owing under this Section shall be conclusive in the absence of
manifest error.

             (d) Whenever, at any time after any Fronting Lender has received
from any Fronted Revolving Credit Loan Participant the full amount owing by such
Fronted Revolving Credit Loan Participant pursuant to and in accordance with
Section 4.4(a) in respect of any Fronted Offshore Revolving Credit Loan, such
Fronting Lender receives any payment related to such Fronted Offshore Revolving
Credit Loan (whether directly from the relevant Subsidiary Borrower or
otherwise, including proceeds of collateral applied thereto by such Fronting
Lender), or any payment of interest on account thereof, such Fronting Lender
will promptly distribute to such Fronted Revolving Credit Loan Participant its
PRO RATA share thereof.

             (e) If any payment received by any Fronting Lender pursuant to
Section 4.4(c) with respect to any Fronted Offshore Revolving Credit Loan made
by it shall be required to be returned by such Fronting Lender, each Fronted
Revolving Credit Loan Participant shall pay to such Fronting Lender its pro RATA
share thereof.

             4.5 OFFSHORE CURRENCY SPOT RATE. (a) (i) No later than the time
specified in the applicable Fronting Lender Addendum, on each Calculation Date
with respect to a Fronted Offshore Currency, the relevant Fronting Lender shall
determine the Spot Rate as of such Calculation Date with respect to such Fronted
Offshore Currency and shall promptly notify the Administrative Agent thereof,
PROVIDED that, upon receipt of a Borrowing Notice pursuant to Section 4.2 or a
Conversion/Continuation Notice pursuant to Section 5.5 with respect to the
continuation of a Fronted Offshore Revolving Credit Loan, the relevant Fronting
Lender shall determine the Spot Rate with respect to the relevant Fronted
Offshore Currency in accordance with the Fronting Lender Addendum and shall
promptly notify the Administrative Agent thereof (it being acknowledged and
agreed that the Administrative Agent shall use such Spot Rate for the purposes
of determining compliance with Section 4.1 with respect to such borrowing
request and issuing the notice described in clause (c) of the proviso to the
first sentence of Section 4.1). The Spot Rates so determined shall become
effective on the relevant Calculation Date and shall remain effective until the
next succeeding Calculation Date.

             (b) The Administrative Agent shall promptly notify Packard of each
determination of a Spot Rate hereunder.

             4.6 REPAYMENT OF FRONTED OFFSHORE REVOLVING CREDIT LOANS. Each
Subsidiary Borrower hereby unconditionally promises to pay to the relevant
Fronting Revolving Credit Lender the then unpaid principal amount of each
Fronted Offshore Revolving Credit Loan made by such Fronting Lender to such
Subsidiary Borrower, in each case on the Revolving Credit Termination Date (or
such earlier date on which the Fronted Revolving Credit Loans become due



                                       40
<PAGE>

and payable pursuant to Section 10 or as may be specified in the Fronting Bank
Addendum of such Fronting Bank).


                    SECTION 5. GENERAL PROVISIONS APPLICABLE
                         TO LOANS AND LETTERS OF CREDIT

             5.1 COMMITMENT FEES, ETC. (a) Packard agrees to pay to the
Administrative Agent for the account of each Revolving Credit Lender a
commitment fee for the period from and including the Closing Date to the last
Banking Day of the Revolving Credit Commitment Period, computed at the
Commitment Fee Rate on the average daily amount of the Available Revolving
Credit Commitment (calculated without taking into account any outstanding
Non-Facility Offshore Currency Loans) of such Lender during the period for which
payment is made, payable quarterly in arrears on the last Banking Day of each
March, June, September and December and on the Revolving Credit Termination
Date, commencing on the first of such dates to occur after the date hereof.

             (b) Packard agrees to pay to the Administrative Agent the fees in
the amounts and on the dates previously agreed to in writing by Packard and the
Administrative Agent.

             5.2 TERMINATION OR REDUCTION OF REVOLVING CREDIT COMMITMENTS.
Packard shall have the right, upon not less than three Business Days' notice to
the Administrative Agent, to terminate the Revolving Credit Commitments or, from
time to time, to reduce the amount of the Revolving Credit Commitments; PROVIDED
that no such termination or reduction of Revolving Credit Commitments shall be
permitted if, after giving effect thereto and to any prepayments of the
Revolving Credit Loans and/or the Fronted Offshore Revolving Credit Loans made
on the effective date thereof, the Total Utilized Commitments would exceed the
Revolving Credit Commitments then in effect. Any such reduction shall be in an
amount equal to $1,000,000, or a whole multiple thereof, and shall reduce
permanently the Revolving Credit Commitments then in effect.

             5.3 OPTIONAL PREPAYMENTS. (a) Packard may at any time and from time
to time prepay the Base Rate Loans and the Eurodollar Loans, in whole or in part
without premium or penalty except as specified in Section 5.13, upon irrevocable
notice delivered to the Administrative Agent (which notice must be received by
the Administrative Agent prior to11:30 A.M., New York time) at least three
Banking Days prior thereto in the case of Eurodollar Loans and at least one
Banking Day prior thereto in the case of Base Rate Loans, which notice shall
specify the date and amount of prepayment and whether the prepayment is of
Eurodollar Loans or Base Rate Loans; PROVIDED, that if a Eurodollar Loan is
prepaid on any day other than the last day of the Interest Period applicable
thereto, Packard shall also pay any amounts owing pursuant to Section 5.13. Upon
receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof. If any such notice is given, the amount specified in
such notice shall be due and payable on the date specified therein, together
with (except in the case of Revolving Credit Loans which are Base Rate Loans)
accrued interest to such date on the amount prepaid. Partial prepayments of
Revolving Credit Loans shall be in an aggregate principal amount equal to (i) in
the case of Base Rate Loans, $1,000,000 or a whole multiple of $500,000



                                       41
<PAGE>

in excess thereof and (ii) in the case of Eurodollar Loans, $1,000,000 or a
whole multiple thereof.

             (b) Each Subsidiary Borrower may at any time and from time to time
prepay Fronted Offshore Revolving Credit Loans, in whole or in part, without
premium or penalty except as specified in Section 5.13, upon at least four
Banking Days' irrevocable notice (or such other number of days as may be
specified in the Fronting Bank Addendum of such Fronting Lender in its
discretion) to the relevant Fronting Lender and the Administrative Agent
specifying the date and amount of prepayment. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein, together with any amounts payable pursuant to Section 5.13 and accrued
interest to such date on the amount prepaid. Partial prepayments of Fronted
Offshore Revolving Credit Loans shall be in such minimum amounts as shall be
specified in the Fronting Bank Addendum of the relevant Fronting Lender.

             (c) Prepayments made pursuant to this Section 5.3 shall be made in
accordance with Section 5.10.

             5.4 MANDATORY PREPAYMENTS. (a) If a Canberra Sale occurs, (i) on
the date of such sale, the outstanding Revolving Credit Loans will be repaid
pursuant to Section 5.4(c) (and the Revolving Credit Commitments shall be
permanently reduced by an equal amount) in an amount equal to the lesser of
(a) the then outstanding amount of the Revolving Credit Loans and (b) an
amount equal to the Canberra Percentage multiplied by $100,000,000, (ii) on
the date of such sale, in the event that the amount calculated pursuant to
clause (i)(b) above is greater than the amount calculated pursuant to clause
(i)(a) above, the Revolving Credit Commitments shall be permanently reduced
by an amount equal to such excess amount, and (iii) if, after taking into
account the repayments of the Revolving Credit Loans provided for in clause
(i) above, (A) at least 30 days prior to the particular date (the
"APPLICATION DATE") Packard is required to apply an amount equal to any of
the "Excess Proceeds" (as defined in the Subordinated Note Indenture) thereof
in the manner specified in the Subordinated Note Indenture, in order to
excuse Packard from being required to make an "Offer" (as defined in the
Subordinated Note Indenture) in connection with the Canberra Sale, Packard
shall have failed to so apply an amount equal to such "Excess Proceeds or (B)
Packard at any other time shall have failed to apply or commit or cause to be
applied an amount equal to any such "Excess Proceeds," and, within 30 days
thereafter assuming no further application or commitment of an amount equal
to such "Excess Proceeds" Packard would otherwise be required to make an
"Offer" in respect thereof, then in either such case Packard shall
immediately pay or cause to be paid to the Administrative Agent an amount
equal to such "Excess Proceeds" to be applied to the permanent prepayment of
the Revolving Credit Loans in the manner set forth in Section 5.4(c) in such
amounts as shall excuse Packard from making any such "Offer" with respect to
the Subordinated Notes that would result in less than $50,000,000 aggregate
principal amount of Subordinated Notes remaining outstanding.

             (b) Unless the Required Lenders shall otherwise agree, if on any
date Packard or any of its Subsidiaries shall receive Net Cash Proceeds from any
Asset Sale (other than a Canberra Sale) or Recovery Event then, unless a
Reinvestment Notice shall be delivered in respect thereof, an amount equal to
100% of such Net Cash Proceeds shall be applied on such date toward the
permanent prepayment of the Loans and/or reduction of the Commitments as set
forth in Section 5.4(c); PROVIDED that, notwithstanding the foregoing, the
aggregate Net Cash



                                       42
<PAGE>

Proceeds of Asset Sales that may be excluded from the foregoing requirement
pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year
of Packard. Notwithstanding the foregoing, Packard may in each fiscal year
exclude up to $200,000 of Net Cash Proceeds of Asset Sales or Recovery Events
from the requirements of this paragraph (a).

             (c)(i) The application of any prepayment pursuant to Section 5.4
shall be made first to Base Rate Loans and second to Eurodollar Loans. Each
prepayment of the Revolving Credit Loans under Section 5.4 shall be accompanied
by accrued interest to the date of such prepayment on the amount prepaid.
Prepayments and/or Commitment reductions made pursuant to this Section 5.4 shall
be applied in accordance with Section 5.10.

             (ii) Notwithstanding the foregoing, in the event the amount of any
prepayment required to be made pursuant to Section 5.4(b) shall exceed the
aggregate principal amount of the Base Rate Loans outstanding under the
Facilities required to be prepaid (the amount of any such excess being called
the "EXCESS AMOUNT"), Packard shall have right, in lieu of making such
prepayment in full, to prepay all the outstanding applicable Base Rate Loans and
to deposit an amount equal to the Excess Amount in a cash collateral account
maintained by and in the sole dominion and control of the Administrative Agent.
Any amounts so deposited shall be held by the Administrative Agent as collateral
for the repayment obligations of Packard under Section 5.4(b) and applied to the
prepayment of the applicable Eurodollar Loans at the end of the current Interest
Periods applicable thereto. On any Banking Day on which (x) collected amounts
remain on deposit in or to the credit of such cash collateral account after
giving effect to the payments made on such day pursuant to this paragraph
(b)(ii) and (y) Packard shall have delivered to the Administrative Agent a
written request or a telephonic request (which shall be promptly confirmed in
writing) that such remaining collected amounts be invested in Cash Equivalents
specified in such request, the Administrative Agent shall use its reasonable
efforts to invest such remaining collected amounts in such Cash Equivalents;
PROVIDED that the Administrative Agent shall have continuous dominion and full
control over any such investments (and over any interest that accrues thereon)
to the same extent that it has dominion and control over such cash collateral
account and no Cash Equivalents shall mature after the end of the Interest
Period for which it is to be applied. Packard shall have the right to withdraw
any remaining amounts from such cash collateral account (including any interest
that accrues thereon) once the applicable Eurodollar Loans and accrued interest
thereon are paid in full, so long as no Default or Event of Default then exists
or would result therefrom.

             (iii) In the event Packard delivers a Reinvestment Notice to the
Administrative Agent, Packard shall keep on deposit in an interest-bearing cash
collateral account maintained by and in the sole dominion and control of the
Administrative Agent an amount equal to the lesser of (A) the Reinvestment
Deferred Amount and (ii) the Total Revolving Extensions of Credit from time to
time outstanding during the period from the subject Asset Sale to the
Reinvestment Prepayment Date. Any amounts so deposited shall be held by the
Administrative Agent as collateral for the repayment obligations of Packard
under Section 5.4(b) and applied to permanently prepay the Revolving Loans on
the Reinvestment Prepayment Date if such funds are not used in accordance with
the Reinvestment Notice prior to such time. On any Banking Day on which (x)
amounts remain on deposit in such cash collateral account and (y) Packard shall
have delivered to the Administrative Agent a written request or a telephonic
request (which shall be promptly confirmed in writing) that such amounts be
invested in Cash Equivalents


                                       43
<PAGE>

specified in such request, the Administrative Agent shall use its reasonable
efforts to invest such amounts in such Cash Equivalents; PROVIDED that the
Administrative Agent shall have continuous dominion and full control over any
such investments (and over any interest that accrues thereon) to the same extent
that it has dominion and control over such cash collateral account and no Cash
Equivalents shall mature after the Reinvestment Prepayment Date. Packard shall
have the right to (i) withdraw any amounts from such cash collateral account
(including any interest that accrues thereon) concurrently with its use of such
funds in accordance with the Reinvestment Notice and (ii) receive all interest
which shall have accrued on all amounts in such cash collateral account
periodically on request to the Administrative Agent.

             (d) If, (i) on the last Banking Day of each March, June, September
and December, the Dollar Equivalent of the aggregate (A) outstanding principal
amount of Fronted Offshore Revolving Credit Loans and (B) amount of all Offshore
Letters of Credit, exceeds an amount equal to 103% of the Fronted Offshore
Revolving Credit Loan Sublimit or (ii) on any day, the Total Utilized
Commitments exceeds the aggregate Revolving Credit Commitments on such date,
Packard shall, without notice or demand, immediately repay (or cause the
relevant Subsidiary Borrower to repay) such of the outstanding Loans in an
aggregate principal amount such that, after giving effect thereto, (x) the
Dollar Equivalent of the (A) aggregate outstanding principal amount of Fronted
Offshore Revolving Credit Loans and (B) amount of all Offshore Letters of
Credit, does not exceed the Fronted Offshore Revolving Credit Loan Sublimit and
(y) the Total Utilized Commitments does not exceed the aggregate Revolving
Credit Commitments, together with interest accrued to the date of such payment
or prepayment on the principal so prepaid and any amounts payable under Section
5.13 in connection therewith. Any prepayment of Fronted Revolving Credit Loans
pursuant to the immediately preceding sentence shall, at Packard's option, be
applied to prepay such Fronted Offshore Revolving Credit Loans or to cash
collateralize Offshore Letters of Credit in a manner satisfactory to the
Administrative Agent.

             5.5 CONVERSION AND CONTINUATION OPTIONS. (a) Packard may elect from
time to time to convert Eurodollar Loans to Base Rate Loans by giving the
Administrative Agent at least one Banking Day's prior irrevocable telephonic
notice (promptly confirmed in writing in a Conversion/Continuation Notice) of
such election (which notice must be received by the Administrative Agent prior
to 11:30 A.M., New York time), PROVIDED that any such conversion of Eurodollar
Loans may only be made on the last day of an Interest Period with respect
thereto. Packard may elect from time to time to convert Base Rate Loans to
Eurodollar Loans by giving the Administrative Agent at least three Banking Days'
prior irrevocable notice of such election specifying the length of the initial
Interest Period therefor (which notice must be received by the Administrative
Agent prior to11:30 A.M., New York time), PROVIDED that no Base Rate Loan under
a particular Facility may be converted into a Eurodollar Loan (i) when any Event
of Default has occurred and is continuing and the Administrative Agent has or
the Majority Facility Lenders in respect of such Facility have determined in its
or their sole discretion not to permit such conversions or (ii) after the date
that is one month prior to the final scheduled termination or maturity date of
such Facility. Upon receipt of any such notice the Administrative Agent shall
promptly notify each relevant Lender thereof.

             (b) Any Eurodollar Loan or Fronted Offshore Revolving Credit Loan
may be continued as such upon the expiration of the then current Interest Period
with respect thereto by Packard or the relevant Borrower giving irrevocable
telephonic notice (promptly confirmed in


                                       44
<PAGE>

writing in a Conversion/Continuation Notice) to the Administrative Agent and, in
the case of a Fronted Offshore Revolving Credit Loan, to the relevant Fronting
Offshore Lender, in accordance with the applicable provisions of the term
"Interest Period" set forth in Section 1.1, of the length of the next Interest
Period to be applicable to such Loans, PROVIDED that no Eurodollar Loan under a
particular Facility may be continued as such (i) when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Majority
Facility Lenders in respect of such Facility have determined in its or their
sole discretion not to permit such continuations or (ii) after the date that is
one month prior to the final scheduled termination or maturity date of such
Facility, and PROVIDED, FURTHER, that (x) in the case of Eurodollar Loans, if
the relevant Borrower shall fail to give any required notice as described above
in this paragraph or if such continuation is not permitted pursuant to the
preceding proviso such Loans shall be automatically converted to Base Rate Loans
on the last day of such then expiring Interest Period and (y) in the case of
Fronted Offshore Revolving Credit Loans, if the relevant Borrower shall fail to
give such notice of continuation of a Fronted Offshore Revolving Credit Loan,
such Loan shall be automatically continued for an Interest Period of one month.
Upon receipt of any such notice the Administrative Agent shall promptly notify
each relevant Lender thereof.

             (c) In no event shall a Eurodollar Loan or Fronted Offshore
Revolving Credit Loan be continued pursuant to Section 5.5(b) to the extent that
on the date of such continuation the Total Utilized Commitments then outstanding
exceed the aggregate Revolving Credit Commitments.

             5.6 MINIMUM AMOUNTS AND MAXIMUM NUMBER OF EURODOLLAR AND OFFSHORE
CURRENCY TRANCHES. Notwithstanding anything to the contrary in this Agreement,
all borrowings, conversions, continuations and optional prepayments of
Eurodollar Loans hereunder and all selections of Interest Periods hereunder
shall be in such amounts and be made pursuant to such elections so that, (a)
after giving effect thereto, the aggregate principal amount of the Eurodollar
Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole
multiple of $1,000,000 in excess thereof and (b) no more than eight Eurodollar
Tranches shall be outstanding at any one time. In addition, in no event shall
there be more than two Offshore Tranches in any single Fronted Offshore Currency
outstanding at any time.

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

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

             (c) Each Fronted Offshore Revolving Credit Loan shall bear interest
for each day during each Interest Period with respect thereto (or, if there is
no Interest Period with respect thereto, for each day such Loan is outstanding)
at a rate per annum equal to the applicable Cost of Funds determined for such
day.

             (d) (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement
Obligations (whether or



                                       45
<PAGE>

not overdue) shall bear interest at a rate per annum which is equal to (x) in
the case of principal of Loans, the rate that would otherwise be applicable
thereto pursuant to the foregoing provisions of this Section 5.7 PLUS 2% or (y)
in the case of Reimbursement Obligations, the rate applicable to Base Rate Loans
under the Revolving Credit Facility PLUS 2%, and (ii) if all or a portion of any
interest payable on any Loan or Reimbursement Obligation or any commitment fee,
participation fee, or other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to (x) in the case of
amounts denominated in Dollars, the rate applicable to Base Rate Loans under the
relevant Facility PLUS 2% (or, in the case of any such other amounts that do not
relate to a particular Facility, the Base Rate PLUS 4-1/4%) and (y) in the case
of amounts denominated in an Offshore Currency, the Cost of Funds determined by
the Administrative Agent in respect of such Offshore Currency PLUS the
Applicable Margin applicable to Loans under the Revolving Credit Facility PLUS
2%, in each case, with respect to clauses (i) and (ii) above, from the date of
such non-payment until such amount is paid in full (as well after as before
judgment).

             (e) Interest shall be payable by the relevant Borrower in arrears
on each Interest Payment Date and on the Revolving Credit Termination Date (in
the case of the Revolving Credit Loans and the Fronted Offshore Revolving Credit
Loans) and the date of the final installment of principal of the Term Loans,
PROVIDED that interest accruing pursuant to paragraph (d) of this Section shall
be payable from time to time on demand.

             5.8 COMPUTATION OF INTEREST AND FEES. (a) Interest, fees and
commissions payable pursuant hereto shall be calculated on the basis of a
360-day year for the actual days elapsed, except that, with respect to Base Rate
Loans the rate of interest on which is calculated on the basis of the Reference
Rate, the interest thereon shall be calculated on the basis of a 365-(or 366-,
as the case may be) day year for the actual days elapsed. The Administrative
Agent shall as soon as practicable notify Packard and the relevant Lenders of
each determination of a Eurodollar Rate. Any change in the interest rate on a
Loan resulting from a change in the Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change becomes effective. The Administrative Agent shall as soon as
practicable notify Packard and the relevant Lenders of the effective date and
the amount of each such change in interest rate.

             (b) Each determination of an interest rate by the Administrative
Agent or a Fronting Lender pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrowers and the Lenders in the absence of
manifest error.

             5.9 INABILITY TO DETERMINE INTEREST RATE. If prior to the first day
of any Interest Period:

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


                                       46
<PAGE>

            (b) the Administrative Agent shall have received notice from the
      Majority Facility Lenders in respect of the relevant Facility that the
      Eurodollar Rate determined or to be determined for such Interest Period
      will not adequately and fairly reflect the cost to such Lenders (as
      conclusively certified by such Lenders) of making or maintaining their
      affected Loans during such Interest Period, or

            (c) a Fronting Lender shall have determined (which determination
      shall be conclusive and binding upon the Borrowers) that, by reason of
      circumstances affecting the relevant market, adequate and reasonable means
      do not exist for ascertaining the Cost of Funds for such Interest Period
      in respect of any Fronted Offshore Currency (any such currency shall also
      be an "AFFECTED OFFSHORE CURRENCY"),

the Administrative Agent (or the relevant Fronting Lender, in the case of clause
(c) above) shall give telecopy or telephonic notice thereof to the relevant
Borrower and the relevant Lenders (and, in the case of any notice by a Fronting
Lender, the Administrative Agent) as soon as practicable thereafter. If such
notice is given as provided in clause (a) or (b) above, (i) any Eurodollar Loans
under the relevant Facility requested to be made on the first day of such
Interest Period shall be made as Base Rate Loans, (ii) any Loans under the
relevant Facility that were to have been converted on the first day of such
Interest Period to Eurodollar Loans shall be continued as Base Rate Loans and
(iii) any outstanding Eurodollar Loans under the relevant Facility shall be
converted to Base Rate Loans on the last day of the Interest Period applicable
thereto. If such notice is given as provided in clause (c) above, (i) any
Foreign Offshore Loans in an affected Offshore Currency requested to be made on
the first day of such Interest Period shall not be made and (ii) any outstanding
Foreign Offshore Loans in an affected Offshore Currency shall be due and payable
on the first day of such Interest Period. Until such notice has been withdrawn
by the Administrative Agent, no further Eurodollar Loans or Fronted Offshore
Revolving Credit Loans in an affected Offshore Currency, as the case may be,
under the relevant Facility shall be made or continued as such, nor, in the case
of clause (a) or (b) above, shall the Borrower have the right to convert Loans
under the relevant Facility to Eurodollar Loans.

             5.10 PRO RATA TREATMENT AND PAYMENTS. (a) Each borrowing by Packard
from the Lenders hereunder (other than of Fronted Offshore Revolving Credit
Loans), each payment by Packard on account of any commitment fee and any
reduction of the Commitments of the Lenders shall be made PRO-RATA according to
the Revolving Credit Percentages of the relevant Lenders.

             (b) Each mandatory prepayment by Packard shall be applied as
follows: FIRST, to prepay Loans PRO-RATA according to the Revolving Credit
Percentages of the relevant Lenders and to permanently reduce the Commitments in
the amounts so prepaid, and SECOND, to reduce permanently any undrawn
Commitments PRO-RATA according to the Revolving Credit Percentages of the
relevant Lenders. Each other payment by Packard on account of principal of and
interest on the Revolving Credit Loans shall be made PRO-RATA according to the
respective outstanding principal amounts of the Revolving Credit Loans then held
by the Revolving Credit Lenders.

             (c) All payments (including prepayments) to be made by Packard
hereunder, in respect of Letters of Credit and Loans, whether on account of
principal, interest, fees or otherwise, shall be made without setoff or
counterclaim and shall be made prior to 2:00 P.M.,



                                       47
<PAGE>

New York time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Administrative Agent's Payment Office, in Dollars
(except that, with respect to Offshore Letters of Credit, payment shall be made
in the applicable Offshore Currency) and in immediately available funds. The
Administrative Agent shall distribute such payments to the Lenders promptly upon
receipt in like funds as received, or, if applicable, at the request of any
Lender, in the Dollar Equivalent of the relevant Offshore Currency (calculated
as of such date of determination). If any payment hereunder (other than payments
on the Eurodollar Loans) becomes due and payable on a day other than a Banking
Day, such payment shall be extended to the next succeeding Banking Day. If any
payment on a Eurodollar Loan becomes due and payable on a day other than a
Banking Day, the maturity thereof shall be extended to the next succeeding
Banking 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 Banking Day. In the case of any extension of any payment
of principal pursuant to the preceding two sentences, interest thereon shall be
payable at the then applicable rate during such extension.

             (d) All payments (including prepayments) to be made by a Subsidiary
Borrower hereunder in respect of Fronted Offshore Revolving Credit Loans, on
account of principal and interest thereon and fronting fees and participation
fees in respect thereof, shall be made without set off or counterclaim and shall
be made prior to 11:00 A.M., local time, on the due date thereof to the relevant
Fronting Lender, at the Fronting Lender's Payment Office in the currency in
which such Loans are denominated and in immediately available funds in such
currency. If any payment of principal or interest on a Fronted Offshore
Revolving Credit Loan becomes due and payable on a day other than a Banking Day,
such payment shall be extended to the next succeeding Banking Day, and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension.

             (e) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to Packard a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon at a
rate equal to the daily average Federal Funds Effective Rate for the period
until such Lender makes such amount immediately available to the Administrative
Agent. A certificate of the Administrative Agent submitted to any Lender with
respect to any amounts owing under this Section 5.10(f) shall be conclusive in
the absence of manifest error. If such Lender's share of such borrowing is not
made available to the Administrative Agent by such Lender within three Banking
Days of such Borrowing Date, the Administrative Agent shall also be entitled to
recover such amount with interest thereon at the rate per annum applicable to
Base Rate Loans under the relevant Facility, on demand, from Packard. This
paragraph shall not apply to Loans made to Subsidiary Borrowers.

             5.11 REQUIREMENTS OF LAW. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender


                                       48
<PAGE>

with any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority made subsequent to the date hereof:

            (i) shall subject any Lender to any tax of any kind whatsoever with
      respect to this Agreement, any Letter of Credit, any Application, any
      Eurodollar Loan or any Fronted Offshore Revolving Credit Loan made by it
      or change the basis of taxation of payments to such Lender in respect
      thereof (except for Non-Excluded Taxes covered by Section 5.12 and changes
      in the rate of tax on the overall net income of such Lender);

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

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

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or Fronted Offshore Revolving Credit
Loans or issuing or participating in Letters of Credit or Fronted Offshore
Revolving Credit Loans, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the relevant Borrower shall promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such
Lender for such increased cost or reduced amount receivable. If any Lender
becomes entitled to claim any additional amounts pursuant to this Section 5.11,
it shall promptly notify Packard (with a copy to the Administrative Agent) of
the event by reason of which it has become so entitled.

             (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to Packard (with a copy to the Administrative Agent)
of a written request therefor, Packard shall pay to such Lender such additional
amount or amounts as will compensate such Lender for such reduction.

             (c) A certificate as to any additional amounts payable pursuant to
this Section 5.11 submitted by any Lender to the relevant Borrower (with a copy
to the Administrative Agent) shall be conclusive in the absence of manifest
error. The obligations of the Borrowers pursuant to this Section 5.11 shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.


                                       49
<PAGE>

             5.12 TAXES. (a) All payments made by the Borrowers under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on the Administrative Agent or any Lender as a result
of a present or former connection between the Administrative Agent or such
Lender and the jurisdiction of the Governmental Authority imposing such tax or
any political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Loan Document), PROVIDED that
all payments to be made by the Fronting Lenders pursuant to Section 4.3(b)
shall, for purposes of this Section 5.12, be deemed to be a payment by the
relevant Borrower. If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings ("NON-EXCLUDED TAXES") are required to
be withheld from any amounts payable to the Administrative Agent or any Lender
hereunder, the amounts so payable to the Administrative Agent or such Lender
shall be increased to the extent necessary to yield to the Administrative Agent
or such Lender (after payment of all Non-Excluded Taxes) interest or any such
other amounts payable hereunder at the rates or in the amounts specified in this
Agreement; PROVIDED, HOWEVER, that the Borrowers shall not be required to
increase any such amounts payable to any Lender that is not organized under the
laws of the United States of America or a state thereof if such Lender fails to
comply with the requirements of paragraph (b) of this Section. Whenever any
Non-Excluded Taxes are payable by any Borrower, as promptly as possible
thereafter such Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified copy
of an original official receipt received by such Borrower showing payment
thereof. If the relevant Borrower fails to pay any Non-Excluded Taxes when due
to the appropriate taxing authority or fails to remit to the Administrative
Agent the required receipts or other required documentary evidence, Packard
shall indemnify the Administrative Agent and the Lenders for any incremental
taxes, interest or penalties that may become payable by the Administrative Agent
or any Lender as a result of any such failure. Packard shall make any payments
required pursuant to the immediately preceding sentence within 15 days after
receipt of written demand therefor from the Administrative Agent or any Lender,
as the case may be. The agreements in this Section 5.12 shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder. Notwithstanding anything in this Section 5.12(a) to the
contrary, the Borrowers shall not be required to increase any such amounts
payable to a Non-U.S. Lender that becomes a Lender after the Closing Date or
Participant to the extent of any United States withholding taxes applicable at
the time such Non-U.S. Lender becomes a Lender (or in the case of any
Participant, at the time such Participant purchases the related participation)
to amounts payable to such Non-U.S. Lender or Participant, except to the extent
that such Non-U.S. Lender's assignor (or in the case of any Participant, the
Lender from which such Participant purchased the related participation) was
entitled, at the time of assignment or participation to receive additional
amounts from the Borrower with respect to such withholding taxes pursuant to
this Section 5.12(a).

             (b) Each Lender (or Transferee) 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 jurisdiction thereof), or any estate or trust that is



                                       50
<PAGE>

subject to federal income taxation regardless of the source of its income (a
"NON-U.S. LENDER") shall deliver to Packard and the Administrative Agent (or, in
the case of a Participant, to the Lender from which the related participation
shall have been purchased) two copies of either U.S. Internal Revenue Service
Form 1001 or Form 4224, or, in the case of a Non-U.S. Lender claiming exemption
from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code
with respect to payments of "portfolio interest", a Form W-8, or any subsequent
versions thereof or successors thereto (and, if such Non-U.S. Lender delivers a
Form W-8, an annual certificate representing that such Non-U.S. Lender is not a
"bank" for purposes of Section 881(c) of the Code, is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Packard
and is not a controlled foreign corporation related to Packard (within the
meaning of Section 864(d)(4) of the Code)), properly completed and duly executed
by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of,
U.S. federal withholding tax on all payments by the Borrowers under this
Agreement and the other Loan Documents. Such forms shall be delivered by each
Non-U.S. Lender on or before the date it becomes a party to this Agreement (or,
in the case of any Participant, on or before the date such Participant purchases
the related participation). In addition, each Non-U.S. Lender shall deliver such
forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify
the Borrowers at any time it determines that it is no longer in a position to
provide any previously delivered certificate to the Borrower (or any other form
of certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this Section 5.12(b), a Non-U.S. Lender
shall not be required to deliver any form pursuant to this Section 5.12(b) that
such Non-U.S. Lender is not legally able to deliver.

             5.13 INDEMNITY. Each Borrower agrees to indemnify each Lender and
to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by a Borrower in making a
borrowing of, conversion into or continuation of Eurodollar Loans or Fronted
Offshore Revolving Credit Loans after such Borrower or Packard has given a
notice requesting the same in accordance with the provisions of this Agreement
(b) default by a Borrower in making any prepayment after such Borrower or
Packard has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of Eurodollar Loans or Fronted
Offshore Revolving Credit Loans on a day which is not the last day of an
Interest Period with respect thereto. Such indemnification may include an amount
equal to the excess, if any, of (i) the amount of interest which would have
accrued on the amount so prepaid, or not so borrowed, converted or continued,
for the period from the date of such prepayment or of such failure to borrow,
convert or continue to the last day of such Interest Period (or, in the case of
a failure to borrow, convert or continue, the Interest Period that would have
commenced on the date of such failure) in each case at the applicable rate of
interest for such Loans provided for herein (excluding, however, the Applicable
Margin included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) which would have accrued to such Lender on such
amount by placing such amount on deposit for a comparable period with leading
banks in the interbank eurodollar market or, in the case of Fronted Offshore
Revolving Credit Loans, the relevant interbank eurocurrency market. A
certificate as to any amounts payable pursuant to this Section 5.13 submitted to
the relevant Borrower by any Lender shall be conclusive in the absence of
manifest error. This covenant shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.



                                       51
<PAGE>

             5.14 CHANGE OF LENDING OFFICE. Each Lender agrees that upon the
occurrence of any event giving rise to the operation of Section 5.11 or 5.12(a)
with respect to such Lender, it will, if requested by Packard, use reasonable
efforts (subject to overall policy considerations of such Lender) to designate
another lending office for any Loans affected by such event with the object of
avoiding the consequences of such event; PROVIDED, that such designation is made
on terms that, in the sole judgment of such Lender, cause such Lender and its
lending office(s) to suffer no economic, legal or regulatory disadvantage, and
PROVIDED, FURTHER, that nothing in this Section 5.14 shall affect or postpone
any of the obligations of any Borrower or the rights of any Lender pursuant to
Section 5.11 or 5.12(a).

             5.15 SUBSIDIARY BORROWERS. Packard may designate any Foreign
Subsidiary of Packard as a Subsidiary Borrower by delivery to the Administrative
Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and
Packard and upon such delivery such Subsidiary shall for all purposes of this
Agreement be a Subsidiary Borrower and a party to this Agreement until Packard
shall have executed and delivered to the Administrative Agent a Borrowing
Subsidiary Termination with respect to such Subsidiary, whereupon such
Subsidiary shall cease to be a Subsidiary Borrower and a party to this
Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary
Termination will become effective as to any Subsidiary Borrower at a time when
any principal of or interest on any Loan to such Subsidiary Borrower shall be
outstanding hereunder, PROVIDED that such Borrowing Subsidiary Termination shall
be effective to terminate such Subsidiary Borrower's right to make further
borrowings under this Agreement.

             5.16 REPLACEMENT OF LENDERS UNDER CERTAIN CIRCUMSTANCES. Packard
shall be permitted to replace any Lender which (a) requests reimbursement for
amounts owing pursuant to Section 5.11 or 5.12 or (b) defaults in its obligation
to make Loans hereunder, with a replacement financial institution; PROVIDED that
(i) such replacement does not conflict with any Requirement of Law, (ii) no
Event of Default shall have occurred and be continuing at the time of such
replacement, (iii) prior to any such replacement, such Lender shall have taken
no action under Section 5.14 so as to eliminate the continued need for payment
of amounts owing pursuant to Section 5.11 or 5.12, (iv) the replacement
financial institution shall purchase, at par, all Loans and other amounts owing
to such replaced Lender on or prior to the date of replacement, (v) the relevant
Borrowers shall be liable to such replaced Lender under Section 5.13 if any
Eurodollar Loan or Fronted Offshore Revolving Credit Loan owing to such replaced
Lender shall be purchased other than on the last day of the Interest Period
relating thereto, (vi) the replacement financial institution, if not already a
Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the
replaced Lender shall be obligated to make such replacement in accordance with
the provisions of Section 13.6 (provided that Packard shall be obligated to pay
the registration and processing fee referred to therein), (viii) until such time
as such replacement shall be consummated, the relevant Borrowers shall pay all
additional amounts (if any) required pursuant to Section 5.11 or 5.12, as the
case may be, and (ix) in the case of clause (b) above, any such replacement
shall not be deemed to be a waiver of any rights which any Borrower, the
Administrative Agent or any other Lender shall have against the replaced Lender.


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<PAGE>

                    SECTION 6. REPRESENTATIONS AND WARRANTIES

             To induce the Administrative Agent and the Lenders to enter into
this Agreement and to make, issue or participate in the Loans and the Letters of
Credit, each of Packard and each Subsidiary Borrower (to the extent applicable
to such Subsidiary Borrower) hereby represents and warrants to the
Administrative Agent and each Lender that:

             6.1 FINANCIAL CONDITION. (a) The audited consolidated balance
sheets of Packard as at December 31, 1997, December 31, 1998 and December 31,
1999, and the related consolidated statements of income and of cash flows for
the fiscal years ended on such dates, reported on by and accompanied by an
unqualified report from Arthur Andersen LLP, present fairly the consolidated
financial condition of Packard as at such date, and the consolidated results of
its operations and its consolidated cash flows for the respective fiscal years
then ended. All such financial statements, including the related notes thereto,
have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the relevant firm of accountants and
disclosed therein). Packard does not have any material Guarantee Obligations,
contingent liabilities and liabilities for taxes, or any long-term leases or
unusual forward or long-term commitments, including, without limitation, any
interest rate or foreign currency swap or exchange transaction or other
obligation in respect of derivatives, which are not reflected in the most recent
financial statements, including the related notes thereto, referred to in this
paragraph (a). During the period from December 31, 1999 to and including the
date hereof there has been no Disposition by Packard or any of its Subsidiaries
of any material part of its business or Property.

             (b) The unaudited consolidated financial statements for each of the
Canberra and Packard Instrument divisions of Packard for the six months ended
June 30, 2000, certified by the chief financial officer of Packard, copies of
which have hereto been furnished to each Lender, fairly presents the financial
condition of each such division as at such dates and for such periods, all in
accordance with GAAP.

             6.2 NO CHANGE. Since December 31, 1999 there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

             6.3 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Each of Packard and
its Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the corporate
power and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is 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 or in good standing could not
reasonably be expected to have a Material Adverse Effect and (d) is in
compliance with all Requirements of Law except to the extent that the failure to
comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

             6.4 CORPORATE POWER, AUTHORIZATION; ENFORCEABLE OBLIGATIONS. Each
Loan Party has the corporate power and authority, and the legal right to make,
deliver and perform the Loan


                                       53
<PAGE>

Documents to which it is a party and, in the case of the Borrowers, to borrow
hereunder. Each Loan Party has taken all necessary corporate action to authorize
the execution, delivery and performance of the Loan Documents to which it is a
party and, in the case of the Borrowers, to authorize the borrowings on the
terms and conditions of this Agreement. No consent or authorization of, filing
with, notice to or other act by or in respect of, any Governmental Authority or
any other Person is required in connection with the Recapitalization and the
borrowings hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Loan Documents, except (i)
consents, authorizations, filings and notices described in Schedule 6.4, which
consents, authorizations, filings and notices have been obtained or made and are
in full force and effect and (ii) the filings referred to in Section 6.20. Each
Loan Document has been duly executed and delivered on behalf of each Loan Party
party thereto. This Agreement constitutes, and each other Loan Document upon
execution will constitute, a legal valid and binding obligation of each Loan
Party party thereto, enforceable against each such Loan Party in accordance with
its terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).

             6.5 NO LEGAL BAR. The execution, delivery and performance of this
Agreement and the other Loan Documents, the issuance of Letters of Credit the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or any Contractual Obligation of Packard or any of its
Subsidiaries and will not result in, or require, the creation or imposition of
any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation (other than the Liens
created by the Security Documents). No Requirement of Law or Contractual
Obligation applicable to Packard or any of its Subsidiaries could reasonably be
expected to have a Material Adverse Effect

             6.6 NO MATERIAL LITIGATION. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of Packard or such Subsidiary Borrower, threatened by or
against Packard or any of its Subsidiaries or against any of their respective
properties or revenues (i) with respect to any of the Loan Documents or any of
the transactions contemplated hereby or thereby, or (b) which could reasonably
be expected to have a Material Adverse Effect.

             6.7 NO DEFAULT. None of Packard and its Subsidiaries is in default
under or with respect to any of its Contractual Obligations in any respect which
could reasonably be expected to have a Material Adverse Effect. No Default or
Event of Default has occurred and is continuing.

             6.8 OWNERSHIP OF PROPERTY; LIENS. Each of Packard and its
Subsidiaries has title in fee simple to, or a valid leasehold interest in, all
its real property, and good title to, or a valid leasehold interest in, all its
other material property, and none of such property is subject to any Lien except
as permitted by Section 9.3.

             6.9 INTELLECTUAL PROPERTY. Each of Packard and its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, technology,
know-how and processes ("INTELLECTUAL PROPERTY") necessary for the conduct of
its business as currently conducted. Except


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<PAGE>

as set forth on Schedule 6.9, no material claim has been asserted and is pending
by any Person challenging or questioning the use of any Intellectual Property or
the validity or effectiveness of any Intellectual Property, nor does such party
know of any valid basis for any such claim. The use of Intellectual Property by
Packard and its Subsidiaries does not, to the best knowledge of Packard,
infringe on the rights of any Person in any material respect.

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

             6.11 FEDERAL REGULATIONS. No part of the proceeds of any Loans will
be used for "purchasing" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation G or Regulation U of the
Board as now and from time to time hereafter in effect or for any purpose which
violates the provisions of the Regulations of the Board.

             6.12 LABOR MATTERS. There are no strikes or other labor disputes
against Packard or any of its Subsidiaries pending or, to the knowledge of
Packard or any Subsidiary Borrower, threatened that (individually or in the
aggregate) could reasonably be expected to have a Material Adverse Effect. Hours
worked by and payment made to employees of Packard and its Subsidiaries have not
been in violation of the Fair Labor Standards Act or any other applicable
Requirement of Law dealing with such matters that (individually or in the
aggregate) could reasonably be expected to have a Material Adverse Effect. All
payments due from Packard or any of its Subsidiaries on account of employee
health and welfare insurance that (individually or in the aggregate) could
reasonably be expected to have a Material Adverse Effect if not paid have been
paid or accrued as a liability on the books of Packard or the relevant
Subsidiary.

             6.13 ERISA. Except where a breach of the following, individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, (i) neither a Reportable Event nor an "'accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code; (ii) no termination of a Single Employer Plan has occurred, and no
Lien in favor of the PBGC or a Plan has arisen, during such five-year period;
(iii) the present value of all accrued benefits under each Single Employer Plan
(based on those assumptions used to fund such Plans) did not, as of the last
annual valuation date prior to the date on which this representation is made or
deemed made, exceed the value of the assets of such Plan allocable to such
accrued benefits by a material amount; (iv) neither Packard nor any Commonly
Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan which has resulted or could reasonably be expected to


                                       55
<PAGE>

result in a material liability under ERISA, and neither Packard nor any Commonly
Controlled Entity would become subject to any material liability under ERISA if
Packard or any such Commonly Controlled Entity were to withdraw completely from
all Multiemployer Plans as of the valuation date most closely preceding the date
on which this representation is made or deemed made; and (v) no such
Multiemployer Plan is in Reorganization or Insolvent.

             6.14 INVESTMENT COMPANY ACT; OTHER REGULATIONS. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) which limits its ability to incur Indebtedness.

             6.15 SUBSIDIARIES. The Subsidiaries listed on Schedule 6.15
constitute all the Subsidiaries of Packard at the date hereof.

             6.16 RESTRICTIONS ON DISTRIBUTIONS. On the date hereof, no
Subsidiary is subject to any Subsidiary Restrictions, except (a) Subsidiary
Restrictions contained in the Loan Documents and (b) Subsidiary Restrictions
described on Schedule 6.16.

             6.17 USE OF PROCEEDS. The proceeds of the Revolving Credit Loans
shall be used to (i) refinance a portion of the outstanding principal amount of
Packard's existing senior Indebtedness, (ii) pay fees and expenses incurred in
connection with the closing of this Agreement, (iii) make acquisitions permitted
by Section 9.8(g), (iv) provide for working capital, capital expenditures,
research and development costs and other general corporate purposes of the
Borrower and its subsidiaries and (v) repurchase such of Packard's outstanding
Subordinated Notes as permitted by Section 9.9. The proceeds of the Fronted
Offshore Revolving Credit Loans shall be used to finance ongoing working capital
needs of Packard and its Subsidiaries.

             6.18 ENVIRONMENTAL MATTERS. Except as set forth on Schedule 6.18 or
as could not reasonably be expected to have a Material Adverse Effect:

             (a) The facilities and properties owned, leased or operated by
      Packard or any of its Subsidiaries (the "PROPERTIES") do not contain, and
      have not previously contained, any Materials of Environmental Concern in
      amounts or concentrations or under circumstances which constitute or
      constituted a violation of, or could give rise to liability under, any
      Environmental Law.

             (b) The Properties and all operations at the Properties are in
      compliance, and have in the last five years been in compliance, with
      all applicable Environmental Laws, and there is no contamination at,
      under or about the Properties or violation of any Environmental Law
      with respect to the Properties or the business operated by Packard or
      any of its Subsidiaries (the "BUSINESS") which could interfere with the
      continued operation of the Properties or impair the fair saleable value
      thereof. None of Packard and its Subsidiaries has assumed any liability
      of any other Person under Environmental Laws.

             (c) None of Packard and its Subsidiaries has received or is aware
      of any notice of violation, alleged violation, non-compliance, liability
      or potential liability regarding environmental matters or compliance with
      Environmental Laws with regard to


                                       56
<PAGE>

      any of the Properties or the Business, nor does Packard or any Subsidiary
      Borrower have knowledge or reason to believe that any such notice will be
      received or is being threatened.

             (d) Materials of Environmental Concern have not been transported or
      disposed of from the Properties in violation of, or in a manner or, to the
      best knowledge of Packard and the Subsidiary Borrowers, to a location
      which could give rise to liability under, any Environmental Law, nor have
      any Materials of Environmental Concern been generated, treated, stored or
      disposed of at, on or under any of the Properties in violation of, or in a
      manner that could give rise to liability under, any applicable
      Environmental Law.

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

             (f) There has been no release or threat of release of Materials of
      Environmental Concern at or from the Properties, or arising from or
      related to the operations of Packard or any Subsidiary in connection with
      the Properties or, to the best knowledge of Packard and the Subsidiary
      Borrowers, otherwise in connection with the Business, in violation of or
      in amounts or in a manner that could give rise to liability under
      Environmental Laws.

             6.19 ACCURACY OF INFORMATION, ETC. No statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other document, certificate or statement furnished
to the Administrative Agent or the Lenders or any of them by or on behalf of any
Loan Party for use in connection with the transactions contemplated by this
Agreement or the other Loan Documents, contained as of the date such statement,
information, document or certificate was so furnished (or, in the case of the
Confidential Information Memorandum, as of the Closing Date), any untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements contained herein or therein not misleading. The
projections and PRO FORMA financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed by
management of such Loan Party to be reasonable at the time made, it being
recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount. As of March 4, 1997,
the representations and warranties of Packard and, to the best knowledge of
Packard, the Management Stockholders in the Recapitalization and Stock Purchase
Agreement were true and correct in all material respects. There is no fact known
to any Loan Party that could reasonably be expected to have a Material Adverse
Effect that has not been expressly disclosed herein, in the other Loan
Documents, in the Confidential Information Memorandum or in any other


                                       57
<PAGE>

documents, certificates and statements furnished to the Administrative Agent and
the Lenders for use in connection with the transactions contemplated hereby and
by the other Loan Documents.

             6.20 SECURITY DOCUMENTS. (a) The Guarantee and Collateral Agreement
continues to be effective to create in favor of the Administrative Agent, for
the benefit of the Lenders, a legal, valid and enforceable security interest in
the Collateral described therein and proceeds thereof. The delivery of the
Pledged Stock and Pledged Notes described in the Guarantee and Collateral
Agreement, and the filing of the financing statements in the offices specified
on Schedule 6.20(a) and as required by Section 8.10, in each case together with
the Guarantee and Collateral Agreement and all supplements thereto, and, as
applicable, the Dutch Pledge Documents, constitute (or will constitute, as
applicable) a fully perfected Lien on, and security interest in, all right title
and interest of the Loan Parties in such Collateral and the proceeds thereof, as
security for the Obligations (as defined in the Guarantee and Collateral
Agreement), in each case prior and superior in right to any other Person.

             (b) Each of the Mortgages (as supplemented by the Mortgage
Supplements, as applicable) continues to be effective to create in favor of the
Administrative Agent for the benefit of the Lenders, a legal, valid and
enforceable Lien on the Mortgaged Properties described therein and proceeds
thereof, and each such Mortgage continues to constitute a fully perfected Lien
on, and security interest in, all right, title and interest of the Loan Parties
in the Mortgaged Properties and the proceeds thereof, as security for the
Obligations (as defined in the relevant Mortgage), in each case prior and
superior in right to any other Person, except as disclosed on Schedule 9.3(f).

             6.21 SOLVENCY. Each Loan Party is Solvent.

             6.22 SENIOR INDEBTEDNESS. The Obligations constitute "Senior
Indebtedness" of Packard under and as defined in the Subordinated Note
Indenture. The obligations of each Subsidiary Guarantor under the Guarantee and
Collateral Agreement constitute "Senior Guarantor Indebtedness" of such
Subsidiary Guarantor under and as defined in the Subordinated Note Indenture.

             6.23 REGULATION H. No Mortgage encumbers improved real property
which is located in an area that has been identified by the Secretary of Housing
and Urban Development as an area having, special flood hazards and in which
flood insurance has been made available under the National Flood Insurance Act
of 1968.

             6.24 INACTIVE SUBSIDIARIES. Each of the Domestic Subsidiaries
listed on Schedule 6.24 has no material net assets and does not engage in any
operating activity; and such Domestic Subsidiaries in the aggregate have no
material net assets.


                        SECTION 7. CONDITIONS PRECEDENT

             7.1 CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Agreement, as an amendment and restatement of the Existing Credit Agreement, is
subject to the satisfaction, prior to or concurrently with the Closing Date, of
the following conditions precedent:


                                       58
<PAGE>

             (a) LOAN DOCUMENTS. The Administrative Agent shall have received
      (i) this Agreement, executed and delivered by a duly authorized officer of
      Packard, (ii) a ratification of the Guarantee and Collateral Agreement,
      executed and delivered by a duly authorized officer of Packard and each
      Subsidiary Guarantor (together with executed acknowledgements from each
      Foreign Subsidiary) substantially in the form of Exhibit F hereto (the
      "RATIFICATION"), (iii) the Mortgage Supplements, executed and delivered
      by a duly authorized officer of each party thereto, (iv) the Dutch Pledge
      Documents, executed and delivered by the authorized parties thereto and
      (v) for the account of each relevant Lender, Notes conforming to the
      requirements hereof and executed and delivered by a duly authorized
      officer of Packard.

             (b) FINANCIAL STATEMENTS. The Lenders shall have received (i)
      audited consolidated financial statements of Packard for the 1997, 1998
      and 1999 fiscal years and (iii) unaudited consolidated financial
      statements for each of the Canberra and Packard Instrument divisions of
      Packard for the six months ended June 30, 2000.

             (c) APPROVALS. All governmental and material third party approvals
      (including landlords' and other consents required to be obtained under the
      applicable underlying transaction documentation) necessary or advisable in
      connection with the continuing operations of Packard and its Subsidiaries
      and the transactions contemplated hereby shall have been obtained and be
      in full force and effect, and all applicable waiting periods shall have
      expired without any action being taken or threatened by any competent
      authority which would restrain, prevent or otherwise impose adverse
      conditions on the transactions contemplated hereby.

             (d) ENVIRONMENTAL AUDIT. The Administrative Agent shall have
      received an environmental audit from Arcadis Geraghty & Miller with
      respect to the "Tennelec property" owned by Packard, in form and substance
      satisfactory to the Administrative Agent.

             (e) CLOSING CERTIFICATE. The Administrative Agent shall have
      received, with a counterpart for each Lender, a certificate of the
      Borrower, dated the Closing Date, substantially in the form of Exhibit I,
      with appropriate insertions and attachments.

             (f) LEGAL OPINIONS. The Administrative Agent shall have received
      the following executed legal opinions:

                 (i) the legal opinion of Day, Berry & Howard, counsel to
             Packard and its Subsidiaries, substantially in the form of Exhibit
             J-1; and of Wachtell, Lipton, Rosen & Katz, New York counsel to
             Packard and its Subsidiaries, substantially in the form of Exhibit
             J-2;

                 (ii) the legal opinion of Piper Marbury Rudnick & Wolfe,
             special Illinois counsel to Packard and its Subsidiaries,
             substantially in the form of Exhibit K;


                                       59
<PAGE>

                 (iii) the legal opinion of Amster, Rothstein & Ebenstein,
             special intellectual property counsel to Packard and its
             Subsidiaries, substantially in the form of Exhibit L; and

                 (iv) the legal opinion of Dutch and U.K local counsel with
             respect to the pledge of 65% of the capital stock of each first
             tier Foreign Subsidiary of Packard, substantially in the form of
             Exhibit M-2.

      Each such legal opinion shall cover such matters incident to the
      transactions contemplated by this Agreement as the Administrative Agent
      may reasonably require..

             (g) FILINGS, REGISTRATIONS AND RECORDINGS. Each document required
      by the Security Documents or under law or reasonably requested by the
      Administrative Agent to be filed, registered or recorded in order to (i)
      confirm the first priority nature of the Liens existing in favor of the
      Administrative Agent, for the benefit of the Lenders, under the Existing
      Credit Agreement and/or (ii) create in favor of the Administrative Agent,
      for the benefit of the Lenders, a perfected Lien on the Collateral
      described therein, prior and superior in right to any other Person (other
      than with respect to Liens expressly permitted by Section 9.3), shall have
      previously been filed or, subject to Section 8.10, shall now be in proper
      form for filing, registration or recordation.

             (h) FEES. Each of the Agents shall have received the fees required
      to be paid to it and the Lenders on or prior to the Closing Date and any
      invoices for expenses payable hereunder presented to Packard shall have
      been paid by Packard.

             (i) INSURANCE. The Administrative Agent shall have received
      insurance certificates satisfying the requirements of the Guarantee and
      Collateral Agreement and the Mortgages.

             (j) OTHER INFORMATION. The Administrative Agent shall have received
      such business and other information regarding Packard and its Subsidiaries
      as the Lenders shall have requested, including, without limitation,
      information as to possible contingent liabilities and other tax matters.

             (k) ACCURACY OF INFORMATION. Nothing shall have come to the
      attention of the Administrative Agent or any Lender to lead them to
      believe that any information provided to them by or on behalf of Packard
      or its Subsidiaries was or has become misleading, incorrect or incomplete
      in any material respect.

             (l) MATERIAL ADVERSE CHANGE. Before and after giving effect to the
      transactions contemplated by this Agreement and the other Loan Documents,
      there shall not have occurred a material adverse change since December 31,
      1999 in the business, operations, condition (financial or otherwise) or
      prospects of Packard and its Subsidiaries taken as a whole.

             (m) NO LITIGATION, ETC. There shall exist no action, suit,
      investigation, litigation or proceeding affecting Packard or any of its
      Subsidiaries pending or threatened before any court, governmental agency
      or arbitrator that (i) could be reasonably likely to


                                       60
<PAGE>

      have a Material Adverse Effect or (ii) purports to affect the legality,
      validity or enforceability of any Loan Document or the transactions
      contemplated by the Loan Documents.

             7.2 CONDITIONS TO EACH EXTENSION OF CREDIT. The agreement of each
Lender to make any extension of credit (including the issuance of any Letter of
Credit) requested to be made by it on any date (including, without limitation,
its initial extension of credit) is subject to the satisfaction of the following
conditions precedent:

             (a) REPRESENTATIONS AND WARRANTIES. Each of the representations and
      warranties made by any Loan Party in or pursuant to the Loan Documents
      shall be true and correct in all material respects on and as of such date
      as if made on and as of such date.

             (b) NO DEFAULT. No Default or Event of Default shall have occurred
      and be continuing on such date or after giving effect to the extensions of
      credit requested to be made on such date.

             (c) ADDITIONAL MATTERS. All corporate and other proceedings, and
      all documents, instruments and other legal matters in connection with the
      transactions contemplated by this Agreement and the other Loan Documents
      shall be satisfactory in form and substance to the Administrative Agent,
      and the Administrative Agent shall have received such other documents and
      legal opinions in respect of any aspect or consequence of the transactions
      contemplated hereby or thereby as it shall reasonably request.

Each borrowing by any Borrower hereunder and the issuance of each Letter of
Credit issued hereunder shall constitute a representation and warranty by
Packard that the conditions contained in this Section 7.2 have been satisfied.
In addition, each borrowing by a Subsidiary Borrower hereunder shall constitute
a representation and warranty by such Subsidiary Borrower (insofar as such
conditions relate to representations and warranties or covenants or agreements
of such Subsidiary Borrower) as of the date thereof that the conditions
contained in this Section 7.2 have been satisfied.

             7.3 EACH SUBSIDIARY BORROWER CREDIT EVENT. The agreement of each
Lender to make the initial extension of credit requested to be made by it to any
Subsidiary Borrower on any date is subject to the satisfaction of the following
conditions precedent:

             (a) BORROWING SUBSIDIARY AGREEMENT. The Administrative Agent shall
      have received the Borrowing Subsidiary Agreement for such Subsidiary
      Borrower executed and delivered by Packard and such Subsidiary Borrower.

             (b) OPINIONS. The Administrative Agent shall have received a
      satisfactory written opinion of reputable counsel for such Subsidiary
      Borrower, substantially in the form of Exhibit M, and covering such other
      matters (including matters of the type described in Sections 5.11 and
      5.12) relating to such Subsidiary Borrower or its Borrowing Subsidiary
      Agreement as the Administrative Agent shall reasonably request.


                                       61
<PAGE>

             (c) OTHER DOCUMENTS. The Administrative Agent shall have received
      such documents and certificates as the Administrative Agent or its counsel
      may reasonably request relating to the organization, existence and good
      standing of such Subsidiary Borrower, the authorization of the
      transactions contemplated hereby relating to such Subsidiary Borrower and
      any other legal matters relating to such Subsidiary Borrower, its
      Borrowing Subsidiary Agreement or such transactions, all in form and
      substance satisfactory to the Administrative Agent.


                        SECTION 8. AFFIRMATIVE COVENANTS

             Packard hereby agrees, and each Subsidiary Borrower severally
agrees (to the extent specifically applicable to such Subsidiary Borrower) that,
so long as the Commitments remain in effect, any Letter of Credit remains
outstanding or any Loan or other amount is owing to any Lender or the
Administrative Agent hereunder, each such party shall, and shall cause each of
its Subsidiaries to:

             8.1 FINANCIAL STATEMENTS. Furnish, or cause to be furnished, to the
Administrative Agent and each Lender:

             (a) as soon as available, but in any event within 90 days after the
      end of each fiscal year of Packard, either (x) a copy of the audited
      consolidated balance sheet of Packard and its consolidated Subsidiaries as
      at the end of such year and the related audited consolidated statements of
      income and of cash flows for such year, setting forth in each case in
      comparative form the figures for the previous year or (y) in the event
      that Packard is subject to Section 13 or 15(b) of the Exchange Act,
      Packard's annual report on Form 10-K, in each case reported on without a
      "going concern" or like qualification or exception, or qualification
      arising out of the scope of the audit, by Arthur Andersen 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 Packard, either (i) the unaudited condensed consolidated balance
      sheet of Packard and its consolidated Subsidiaries as at the end of such
      quarter and the related unaudited condensed consolidated statements of
      income and of cash flows for such quarter and the portion of the fiscal
      year through the end of such quarter, setting forth in each case in
      comparative form the figures for the previous year (or, in the case of the
      balance sheet, the audited consolidated balance sheet of Packard and its
      consolidated Subsidiaries as at the end of the prior fiscal year) or (ii)
      in the event that Packard is subject to Sections 13 or 15 of the Exchange
      Act, Packard's quarterly report on Form 10-Q, in each case certified by a
      Responsible Officer as being fairly stated in all material respects
      (subject to normal year-end audit adjustments);

             (c) as soon as available, but in any event not later than 30 days
      after the end of each month (or 45 days in the case of the first and
      second such month) occurring during each fiscal year of Packard (other
      than the third, sixth, ninth and twelfth such month), the unaudited
      condensed consolidated balance sheet of Packard and its


                                       62
<PAGE>

      Subsidiaries as at the end of such month and the related unaudited
      condensed consolidated statement of income and of cash flows for such
      month and the portion of the fiscal year through the end of such month,
      setting forth in each case in comparative form the figures for the
      previous year (or, in the case of the balance sheet, the audited
      consolidated balance sheet of Packard and its consolidated Subsidiaries as
      at the end of the prior fiscal year), certified by a Responsible Officer
      as being fairly stated in all material respects (subject to normal
      year-end audit adjustments); PROVIDED that, notwithstanding the foregoing,
      Packard shall not be required to provide comparative figures with respect
      to such unaudited condensed consolidated statements of income and of cash
      flows delivered with respect to any month prior to October 31, 1998; and

             (d) together with the delivery of any financial statements pursuant
      to Section 8.1(a), Section 8.1(b) or Section 8.1(c), unaudited condensed
      consolidated statements of income for each Principal Business for the
      relevant period and (except in the case of annual financial statements)
      the portion of the fiscal year through the end of such period, 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 (except in the case of annual financial statements) to
      normal year-end audit adjustments).

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

             8.2 CERTIFICATES; OTHER INFORMATION. Furnish, or cause to be
furnished, to the Administrative Agent and each Lender:

             (a) concurrently with the delivery of the annual financial
      statements referred to in Section 8.1(a), a certificate of the independent
      certified public accountants reporting on such financial statements
      stating that in making the examination necessary therefor no knowledge was
      obtained of any Default or Event of Default, except as specified in such
      certificate;

             (b) concurrently with the delivery of any financial statements
      pursuant to Section 8.1(a)(i), 8.1(b) and 8.1(c) commencing with the
      delivery of such financial statements for the fiscal quarter ending June
      30, 1997, (i) a certificate of a Responsible Officer stating that, to the
      best of each such Responsible Officer's knowledge, each Loan Party during
      such period has observed or performed all of its covenants and other
      agreements, and satisfied every condition, contained in this Agreement and
      the other Loan Documents to which it is a party to be observed, performed
      or satisfied by it, and that such Responsible Officer has obtained no
      knowledge of any Default or Event of Default except as specified in such
      certificate and (ii) in the case of quarterly or annual financial
      statements, (x) a Compliance Certificate containing all information
      necessary for determining compliance by Packard and its Subsidiaries with
      the provisions of this Agreement referred to therein as of the last day of
      the fiscal quarter or fiscal year of Packard, as the case may be and (y)
      to the extent not previously disclosed to the Administrative Agent, a
      listing of any state within the United States where any Loan


                                       63
<PAGE>

      Party keeps inventory or equipment (other than immaterial inventory or
      equipment and inventory in transit in the ordinary course of business) and
      of any Intellectual Property arising under the laws of the United States
      (or any jurisdiction therein) acquired by any Loan Party since the date of
      the most recent list delivered pursuant to this clause (y) (or, in the
      case of the first such list so delivered, since the Closing Date);

             (c) as soon as available, and in any event no later than 45 days
      after the end of each fiscal year of Packard, a detailed consolidated
      budget for the following fiscal year (including a projected consolidated
      balance sheet of Packard and its Subsidiaries as of the end of the
      following fiscal year, and the related consolidated statements of
      projected cash flow and projected income), and, as soon as available,
      significant revisions, if any, of such budget and projections with respect
      to such fiscal year (collectively, the "PROJECTIONS"), which Projections
      shall in each case be accompanied by a certificate of a Responsible
      Officer stating that such Projections are based on reasonable estimates,
      information and assumptions and that such Responsible Officer has no
      reason to believe that such Projections are incorrect or misleading in any
      material respect;

             (d) within 45 days after the end of each fiscal quarter of Packard,
      a narrative discussion and analysis of the financial condition and results
      of operations of Packard and its Subsidiaries for such fiscal quarter and
      for the period from the beginning of the then current fiscal year to the
      end of such fiscal quarter, as compared to the portion of the Projections
      (or, if applicable, projections delivered prior to the Closing Date)
      covering such periods and to the comparable periods of the previous year;

             (e) within five days after the same are sent, copies of all
      financial statements and reports which Packard sends to the holders of any
      class of its debt securities or all of the holders of any class of public
      equity securities and within five days after the same are filed, copies of
      all financial statements and reports which Packard may make to, or file
      with, the Securities and Exchange Commission or any successor or analogous
      Governmental Authority; and

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

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

             8.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE, ETC. (a) (i)
Continue to engage in business of the same general type as now conducted by it,
(ii) preserve, renew and keep in full force and effect its corporate existence
and (iii) take all reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its business, except
in each case, as otherwise expressly permitted by Section 9.4 or as results from
the Canberra Sale; and (b) comply with all Contractual Obligations and
Requirements of Law except


                                       64
<PAGE>

to the extent that failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

             8.5 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 against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business.

             8.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. (a)
Keep proper books of records and account in which full, true and correct entries
in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities and (b)
permit representatives of the Administrative Agent or any Lender (coordinated
through the Administrative Agent) 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 and to discuss the business,
operations, properties and financial and other condition of Packard and its
Subsidiaries with officers and employees of Packard and its Subsidiaries with
officers and employees of Packard and its Subsidiaries and with its independent
certified public accountants.

             8.7 NOTICES. Promptly give notice to the Administrative Agent and
each Lender of:

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

             (b) any (i) default or event of default under any Contractual
      Obligation of Packard or any of its Subsidiaries or (ii) litigation,
      investigation or proceeding which may exist at any time between Packard or
      any of its Subsidiaries and any Governmental Authority and which has a
      reasonable likelihood of being adversely determined, which in either case,
      if not cured or if adversely determined, as the case may be, could
      reasonably be expected to have a Material Adverse Effect;

             (c) any non-frivolous litigation or proceeding affecting Packard or
      any of its Subsidiaries in which the amount involved is $1,000,000 or more
      and not covered by insurance or in which injunctive or similar relief is
      sought;

             (d) the following events, as soon as possible and in any event
      within 30 days after any Responsible Officer knows or has reason to know
      thereof: (i) the occurrence of any Reportable Event with respect to any
      Plan, a failure to make any required contribution to a Plan, the creation
      of any Lien on the assets of Packard or any Commonly Controlled Entity in
      favor of the PBGC or a Plan or any withdrawal from, or the termination,
      Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
      institution of proceedings or the taking of any other action by the PBGC
      or Packard or any Commonly Controlled Entity or any Multiemployer Plan
      with respect to the withdrawal from, or the termination, Reorganization or
      Insolvency of, any Plan, PROVIDED, HOWEVER, that no notice shall be
      necessary with respect to any of the foregoing


                                       65
<PAGE>

      events if the aggregate liability of Packard and its Subsidiaries with
      respect to such events could not exceed $1,000,000; and

             (e) any development or event which has had or could reasonably be
      expected to have a Material Adverse Effect.

Each notice pursuant to this Section 8.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action Packard or the relevant Subsidiary proposes to
take with respect thereto.

             8.8 ENVIRONMENTAL LAWS. (a) Comply in all material respects with,
and ensure compliance in all material respects by all tenants and subtenants, if
any, with, all applicable Environmental Laws, and obtain and comply in all
material respects with and maintain, and ensure that all tenants and subtenants
obtain and comply in all material respects with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws.

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

             8.9 ADDITIONAL COLLATERAL, ETC. (a) With respect to any Property
acquired after the Closing Date by Packard or any of its Domestic Subsidiaries
(other than (x) any Property described in paragraph (b), (c) or (d) below and
(y) any Property subject to a Lien expressly permitted by Section 9.3(g)) as to
which the Administrative Agent, for the benefit of the Lenders, does not have a
perfected Lien, promptly (i) execute and deliver to the Administrative Agent
such amendments to the Guarantee and Collateral Agreement or such other
documents as the Administrative Agent deems necessary or advisable in order to
grant to the Administrative Agent, for the benefit of the Lenders, a security
interest in such Property and (ii) take all actions necessary or advisable to
grant to the Administrative Agent, for the benefit of the Lenders, a perfected
first priority security interest in such Property, including, without
limitation, the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or by
law or as may be requested by the Administrative Agent.

             (b) With respect to any fee interest in any real estate having a
value (together with improvements thereof) of at least $1,000,000 acquired after
the Closing Date by Packard or any of its Domestic Subsidiaries (other than any
such real estate subject to a Lien expressly permitted by Section 9.3(g)),
promptly (i) execute and deliver a first priority mortgage or deed of trust, as
the case may be, in favor of the Administrative Agent, for the benefit of the
Lenders, covering such real estate, in form and substance reasonably
satisfactory to the Administrative Agent, (ii) if requested by the
Administrative Agent, provide the Lenders with (x) title and extended coverage
insurance covering such real estate in an amount at least equal to the purchase
price of such real estate (or such other amount as shall be reasonably specified
by the


                                       66
<PAGE>

Administrative Agent) as well as a current ALTA survey thereof, together with a
surveyor's certificate and (y) any consents or estoppels reasonably deemed
necessary or advisable by the Administrative Agent in connection with such
mortgage or deed of trust, each of the foregoing in form and substance
reasonably satisfactory to the Administrative Agent and (iii) deliver to the
Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

             (c) With respect to any new Domestic Subsidiary created or acquired
after the Closing Date by Packard or any of its Subsidiaries, promptly (i)
execute and deliver to the Administrative Agent such amendments to the Guarantee
and Collateral Agreement as the Administrative Agent deems necessary or
advisable in order to grant to the Administrative Agent, for the benefit of the
Lenders, a perfected first priority security interest in the Capital Stock of
such new Subsidiary which is owned by Packard or any of its Domestic
Subsidiaries, (ii) deliver to the Administrative Agent the certificates
representing such Capital Stock, together with undated stock powers, in blank,
executed and delivered by a duly authorized officer of Packard or such
Subsidiary, as the case may be, (iii) cause such new Domestic Subsidiary (A) to
become a party to the Guarantee and Collateral Agreement and (B) to take such
actions necessary or advisable to grant to the Administrative Agent for the
benefit of the Lenders a perfected first priority security interest in the
Collateral described in the Guarantee and Collateral Agreement with respect to
such new Domestic Subsidiary, including, without limitation, the filing of
Uniform Commercial Code financing statements in such jurisdictions as may be
required by the Guarantee and Collateral Agreement or by law or as may be
requested by the Administrative Agent, and (iv) deliver to the Administrative
Agent legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

             (d) With respect to any new Foreign Subsidiary created or acquired
after the Closing Date by Packard or any of its Domestic Subsidiaries, promptly
(i) execute and deliver to the Administrative Agent such amendments to the
Guarantee and Collateral Agreement as the Administrative Agent deems necessary
or advisable in order to grant to the Administrative Agent, for the benefit of
the Lenders, a perfected first priority security interest in the Capital Stock
of such new Subsidiary which is owned by Packard or any of its Domestic
Subsidiaries (provided that in no event shall more than 65% of the total
outstanding Capital Stock of any such new Subsidiary be required to be so
pledged), (ii) deliver to the Administrative Agent the certificates representing
such Capital Stock, together with undated stock powers, in blank, executed and
delivered by a duly authorized officer of Packard or such Subsidiary, as the
case may be, and (iii) deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

             8.10 CERTAIN POST-CLOSING MATTERS.(a) With respect to those certain
Assumption Agreements delivered by Canberra Colorado, LLC, Canberra Oakridge,
LLC, Carl Consumable Products, LLC and Tennelec, Inc., in each case as required
by Section 8.9 hereof and Section 8.15 of the Guarantee and Collateral
Agreement, Packard will furnish, or cause to be furnished, within 10 Business
Days after the Closing Date, all documents and instruments, and perform, or


                                       67
<PAGE>


cause to be performed, all actions specified in Section 8.9(c) not otherwise
furnished or completed as of the Closing Date.

             (b) Packard will, within 15 Business Days after the Closing Date,
furnish, or cause to be furnished, either all necessary documents and
instruments sufficient to create, in favor of the Administrative Agent and the
other Lenders, valid perfected Liens on 65% of the capital stock of Packard
BioScience Holding B.V., or revise the Dutch Pledge Documents to the extent
necessary to create such Liens, and will perform, or cause to be performed, all
other actions necessary to create such Liens, and will further deliver a signed
copy of a favorable legal opinion, addressed to the Administrative Agent and the
Lenders, as to the security interest created under such documents and the legal,
valid and binding nature thereof; in all cases in form and substance acceptable
to the Administrative Agent and the Lenders (with the approval of the Lenders
not unreasonably withheld or delayed).

                          SECTION 9. NEGATIVE COVENANTS

             Packard agrees, and each Subsidiary Borrower severally agrees (to
the extent specifically applicable to such Subsidiary Borrower) that, so long as
the Commitments remain in effect, any Letter of Credit remains outstanding or
any Loan or other amount is owing to any Lender or the Administrative Agent
hereunder, each such party shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly:

             9.1 FINANCIAL CONDITION COVENANTS.

             (a) CONSOLIDATED LEVERAGE RATIO. Permit the Consolidated Leverage
Ratio as at the last day of any fiscal quarter of Packard ending during any
period set forth below to exceed the ratio set forth below opposite such period:

<TABLE>
<CAPTION>

                                               Consolidated
            Period                            Leverage Ratio
            ------                            --------------

<S>                                             <C>
      Closing Date - December 30, 2001          4.00:1.00
      December 31, 2001 - December 30, 2002     3.75:1.00
      December 31, 2002 - December 30, 2003     3.50:1.00
      December 31, 2003 - December 30, 2004     3.25:1.00
      December 31, 2004 and thereafter          3.00:1.00
</TABLE>

; PROVIDED, that if, during any period as at the end of which the Consolidated
Leverage Ratio is determined pursuant to this Section 9.1(a), Packard or any of
its Subsidiaries shall have made any investment pursuant to Section 9.8(g),
Consolidated EBITDA for such period shall be calculated on a PRO FORMA basis
giving effect to such investment as if it had been made on the first day of such
period.

             (b) CONSOLIDATED INTEREST COVERAGE RATIO. Permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters of
Packard ending during any period set forth below to be less than the ratio set
forth below opposite such period:


                                       68
<PAGE>

<TABLE>
<CAPTION>

                                         Consolidated Interest
            Period                          Coverage Ratio
            ------                          --------------

<S>                                            <C>
Closing Date - December 30, 2001               2.00:1.00
December 31, 2001 - December 30, 2002          2.25:1.00
December 31, 2002 - December 30, 2003          2.50:1.00
December 31, 2003 - December 30, 2004          2.75:1.00
December 31, 2004 and thereafter               3.00:1.00
</TABLE>


             (c) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. Permit the
Consolidated Fixed Charge Coverage Ratio for any period of four consecutive
fiscal quarters of Packard ending during any period set forth below to be less
than the ratio set forth below opposite such period:

<TABLE>
<CAPTION>

                                              Fixed Charge
            Period                           Coverage Ratio
            ------                           --------------

<S>                                             <C>
      Closing Date - December 30, 2001          1.10:1.00
      December 31, 2001 - December 30, 2002     1.25:1.00
      December 31, 2002 - December 30, 2003     1.25:1.00
      December 31, 2003 - December 30, 2004     1.35:1.00
      December 31, 2004 and thereafter          1.40:1.00
</TABLE>


             9.2 LIMITATION ON INDEBTEDNESS. Create, incur, assume or suffer to
exist (in each case, to "INCUR") any Indebtedness, except:

             (a) Indebtedness of any Loan Party pursuant to any Loan Document;

             (b) Indebtedness of Packard to any Wholly Owned Subsidiary
      Guarantor and of any Wholly Owned Subsidiary Guarantor to Packard or any
      other Wholly Owned Subsidiary Guarantor;

             (c) Indebtedness of Packard to any Wholly Owned Foreign Subsidiary,
      provided that at all times such Indebtedness is evidenced by a note which
      includes subordination terms substantially in the form set forth on
      Exhibit Q;

             (d) Indebtedness of any Wholly Owned Foreign Subsidiary to Packard
      or any Wholly Owned Subsidiary Guarantor in an aggregate amount not to
      exceed $25,000,000 at any one time outstanding, provided that (i) such
      Indebtedness is evidenced by a note that is pledged as collateral under
      the Guarantee and Collateral Agreement, (ii) no more than $5,000,000 of
      such Indebtedness shall result from cash loans to any such Foreign
      Subsidiary (with any such Indebtedness not resulting from cash loans being
      referred to herein as "Non-Cash Indebtedness") and (iii) in the case of
      any such Indebtedness issued in connection with a transfer of property
      (other than cash) to a Foreign Subsidiary, such transfer constitutes a
      Disposition expressly permitted by Section 9.5;


                                       69
<PAGE>

             (e) Indebtedness of any Foreign Subsidiary to any other Foreign
      Subsidiary;

             (f) (i) Indebtedness of Foreign Subsidiaries consisting of working
      capital loans or overadvances ("NON-FACILITY OFFSHORE CURRENCY LOANS") in
      Dollars or currencies freely tradeable or exchangeable into Dollars so
      long as the Non-Facility Loans Dollar Equivalent shall not exceed
      $10,000,000 at any one time outstanding and (ii) any guarantees of such
      Indebtedness issued by Packard;

             (g) Indebtedness of Packard Japan KK in an aggregate amount not to
      exceed $7,500,000, the proceeds of which are used to finance the Japan
      Acquisition;

             (h) Management Notes;

             (i) Indebtedness of an entity (i) existing at the time such entity
      becomes a Subsidiary of Packard or (ii) assumed in connection with the
      acquisition of assets from such entity, in each case other than
      Indebtedness incurred in connection with, or in contemplation of, such
      entity becoming a Subsidiary or such acquisition (any such Indebtedness,
      "ACQUIRED INDEBTEDNESS"); PROVIDED, that the aggregate amount of Acquired
      Indebtedness incurred pursuant to this paragraph (h) shall not exceed
      $10,000,000 at any one time outstanding.

             (j) Indebtedness secured by Liens permitted by Section 9.3(g),
      Capital Lease Obligations and Acquired Indebtedness not otherwise
      permitted by Section 9.2(i); PROVIDED, that the aggregate amount of all
      Indebtedness incurred pursuant to this paragraph (i) shall not exceed
      $5,000,000 at any one time outstanding;

             (k) Indebtedness outstanding on the date hereof and listed on
      Schedule 9.2(k) and any refinancings, refundings, renewals or extensions
      thereof (without any increase in the principal amount thereof);

             (l) guarantees made in the ordinary course of business by Packard
      or any of its Subsidiaries of obligations of any Wholly Owned Subsidiary
      Guarantor;

             (m) (i) Indebtedness of Packard in respect of the Subordinated
      Notes in an aggregate principal amount not to exceed $127,500,000 and (ii)
      subordinated Guarantee Obligations of any Subsidiary Guarantor in respect
      of such Indebtedness; and

             (n) additional Indebtedness of Packard or any of its Subsidiaries
      in an aggregate principal amount (for Packard and all Subsidiaries) not to
      exceed (i) $20,000,000 during the period from the Closing Date until the
      date that the Canberra Sale shall have occurred, (ii) $20,000,000 during
      the period from the date that the Canberra Sale shall have occurred and
      thereafter or (iii) if a definitive sales agreement with respect to the
      Canberra Sale shall not have been executed and delivered by Packard prior
      to March 31, 2001, $30,000,000 from the Closing Date and thereafter; in
      each case at any one time outstanding.

             9.3 LIMITATION ON LIENS. Create, incur, assume or suffer to exist
any Lien upon any of its Property or revenues, whether now owned or hereafter
acquired, except for:


                                       70
<PAGE>

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

             (b) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's or other like Liens arising in the ordinary course of business
      which are not overdue for a period of more than 30 days or which are being
      contested in good faith by appropriate proceedings;

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

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

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

             (f) Liens listed on Schedule 9.3(f), securing Indebtedness
      permitted by Section 9.2(k), PROVIDED that no such Lien is spread to cover
      any additional property after the Closing Date and that the amount of
      Indebtedness secured thereby is not increased;

             (g) Liens securing Indebtedness of Packard or any other
      Subsidiary incurred pursuant to Section 9.2(j) to finance the
      acquisition of fixed or capital assets, PROVIDED that (i) such Liens
      shall be created substantially simultaneously with the acquisition of
      such fixed or capital assets, (ii) such Liens do not at any time
      encumber any Property other than the Property financed by such
      Indebtedness and (iii) the amount of Indebtedness secured thereby is
      not increased;

             (h) Liens securing any Indebtedness permitted to exist or be
      acquired pursuant to Section 9.2(i), which were created prior to (and not
      created in connection with, or in contemplation of) the incurrence of such
      Indebtedness by Packard or any of its Subsidiaries, so long as such Liens
      do not at any time encumber any Property other than the Property
      encumbered by such Liens at the time such Indebtedness was incurred;

             (i) Liens created pursuant to the Security Documents; and

             (j) any interest or title of a lessor under any lease entered into
      by Packard or any other Subsidiary in the ordinary course of its business
      and covering only the assets so leased.

             9.4 LIMITATION ON FUNDAMENTAL CHANGES. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its


                                       71
<PAGE>

property, business or assets, or make any material change in its present method
of conducting business, except to the extent necessary to effect any Disposition
or acquisition of a Subsidiary expressly permitted by this Agreement and except:

             (a) any Subsidiary of Packard may be merged or consolidated with or
      into Packard (PROVIDED that Packard shall be the continuing or surviving
      corporation) or with or into any Wholly Owned Subsidiary Guarantor
      (PROVIDED that the Wholly Owned Subsidiary Guarantor shall be the
      continuing or surviving corporation); and

             (b) any Subsidiary of Packard may sell, lease, transfer or
      otherwise dispose of any or all of its assets (upon voluntary liquidation
      or otherwise) to Packard or any Wholly Owned Subsidiary Guarantor.

             9.5 LIMITATION ON SALE OF ASSETS. Dispose of any of its property,
business or assets (including, without limitation, receivables and leasehold
interests), whether now owned or hereafter acquired, or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any
Person, except:

             (a) the Disposition of obsolete or worn out property (including,
      without limitation, obsolete general intangibles having a fair market
      value of less than $100,000) in the ordinary course of business;

             (b) the sale of inventory in the ordinary course of business;

             (c) Dispositions permitted by Section 9.4(b) or Dispositions
      constituting investments in MCS expressly permitted by Section 9.8(g);

             (d) the sale or issuance of the Capital Stock of any Subsidiary to
      Packard or any Wholly Owned Subsidiary Guarantor;

             (e) the sale or issuance of the Capital Stock of any Foreign
      Subsidiary to any Wholly Owned Subsidiary of Packard;

             (f) the Canberra Sale; and

             (g) the sale of other assets having a fair market value not to
      exceed $5,000,000 in the aggregate in any fiscal year of Packard;
      PROVIDED, that (x) at least 75% of the consideration from any such
      asset sale is received in cash or Acceptable Consideration, (y)
      Packard or the relevant Subsidiary receives consideration at the time of
      such asset sale at least equal to the fair market value of the shares or
      assets subject of such asset sale (as determined by the board of directors
      of Packard and evidenced in a board resolution in the case of any sale or
      series of related sales resulting in Net Cash Proceeds in excess of
      $500,000) and (z) the aggregate fair market value of assets sold pursuant
      to this Section 9.5(g) shall not exceed $15,000,000 during the term of
      this Agreement. For the purposes of this paragraph (g), "Acceptable
      Consideration" means (1) the assumption of Indebtedness of Packard or any
      Subsidiary and the release of Packard or such Subsidiary from an liability
      on such Indebtedness in connection with the relevant asset sale, (2) Cash
      Equivalents and (3) securities received by Packard or any


                                       72
<PAGE>

      Subsidiary from the transferee that are promptly converted by Packard or
      such Subsidiary into cash.

             9.6 LIMITATION ON DIVIDENDS. Declare or pay any dividend (other
than dividends payable solely in common stock of the Person making such
dividend) on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of any shares of any class of Capital Stock of
Packard or any Subsidiary or any warrants or options to purchase any such
Capital Stock, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of Packard or any Subsidiary (collectively,
"RESTRICTED PAYMENTS"), except that (i) any Subsidiary may make Restricted
Payments to Packard or any Wholly Owned Subsidiary Guarantor, (ii) any Foreign
Subsidiary may make Restricted Payments to any other Subsidiary; and (iii) so
long as no Default or Event of Default has occurred and is continuing, Packard
and any of its Subsidiaries may (A) (1) repurchase shares of its Capital Stock
from employees, former employees, directors or former directors of Packard or
any of its Subsidiaries pursuant to the terms of the agreements (including
employment agreements) or plans (or amendments thereto) approved by the Board of
Directors of Packard under which such individuals purchase or sell or are
granted the option to purchase or sell, shares of such Capital Stock and (2) in
addition to any other repurchases expressly permitted by the foregoing
provisions of this Section 9.6, repurchase shares of its Capital Stock from any
Person, PROVIDED, in each case, that the aggregate amount of such repurchases in
any calendar year (excluding any such repurchases made through the issuance of
Management Notes) permitted by clause (1) (collectively, "MANAGEMENT STOCK
PAYMENTS") and clause (2) above, when added to the amount of any Management Note
Payments made during such calendar year, shall not exceed $5,000,000 and (B)
Packard may make cash payments in respect of tax obligations of employees or
directors of Packard or any of its Subsidiaries resulting from the exercise by
such Persons of options to purchase common stock of Packard in exchange for a
corresponding reduction in the number of shares obtainable upon such exercise.

             9.7 LIMITATION ON CAPITAL EXPENDITURES. (a) During the period from
the Closing Date to the date that the Canberra Sale shall have occurred, make or
commit to make (by way of the acquisition of securities of a Person or
otherwise) any Capital Expenditure, except Capital Expenditures made by Packard
and its Subsidiaries in the ordinary course of business not exceeding the amount
in any period set forth below to exceed the amount set forth below for such
period:

<TABLE>
<CAPTION>

      ------------------------------------------------------------
      PERIOD                                        AMOUNT
      ------------------------------------------------------------
<S>                                              <C>
      Closing Date - December 31, 2000           $15,000,000
      ------------------------------------------------------------
      January 1, 2001 - December 31, 2001        $15,000,000
      ------------------------------------------------------------
      January 1, 2002 - December 31, 2002        $15,000,000
      ------------------------------------------------------------
      January 1, 2003 - December 31, 2003        $17,500,000
      ------------------------------------------------------------
      January 1, 2004 - December 31, 2004        $20,000,000
      ------------------------------------------------------------
      January 1, 2005 - maturity                 $20,000,000
      ------------------------------------------------------------
</TABLE>


PROVIDED, that (i) with respect to any investments made pursuant to Section
9.8(g), each amount set forth in the table above shall be increased by an amount
equal to 20% of the EBITDA


                                       73
<PAGE>

attributed to such investment for the latest 12 months measured from the date of
such acquisition (such calculations certified in a notice delivered to the
Administrative Agent by the chief financial officer of Packard as being
calculated in accordance with GAAP), (ii) up to $5,000,000 of any such amount
referred to above, if not so expended in the fiscal year for which it is
permitted, may be carried over to make Capital Expenditures in the next
succeeding fiscal year and (iii) Capital Expenditures made pursuant to this
Section during any fiscal year shall be deemed made, FIRST, in respect of
amounts carried over from the prior fiscal year pursuant to clause (ii) above
and, SECOND, in respect of amounts permitted for such fiscal year as provided
above.

             (b) During the period after the Canberra Sale, if any, shall have
occurred, make or commit to make (by way of the acquisition of securities of a
Person or otherwise) any Capital Expenditure, except Capital Expenditures made
by Packard and its Subsidiaries in the ordinary course of business not exceeding
the amount in any period set forth below to exceed the amount set forth below
for such period:

<TABLE>
<CAPTION>

      ------------------------------------------------------------
      PERIOD                                        AMOUNT
      ------------------------------------------------------------
<S>                                              <C>
      Closing Date - December 31, 2000           $10,000,000
      ------------------------------------------------------------
      January 1, 2001 - December 31, 2001        $10,000,000
      ------------------------------------------------------------
      January 1, 2002 - December 31, 2002        $10,000,000
      ------------------------------------------------------------
      January 1, 2003 - December 31, 2003        $13,750,000
      ------------------------------------------------------------
      January 1, 2004 - December 31, 2004        $16,250,000
      ------------------------------------------------------------
      January 1, 2005 - maturity                 $16, 250,000
      ------------------------------------------------------------
</TABLE>


PROVIDED, that (i) with respect to any investments made pursuant to Section
9.8(g), each amount set forth in the table above shall be increased by an amount
equal to 20% of the EBITDA attributed to such investment for the latest 12
months measured from the date of such acquisition (such calculations certified
in a notice delivered to the Administrative Agent by the chief financial officer
of Packard as being calculated in accordance with GAAP), (ii) up to $3,000,000
of any such amount referred to above, if not so expended in the fiscal year for
which it is permitted, may be carried over to make Capital Expenditures in the
next succeeding fiscal year and (iii) Capital Expenditures made pursuant to this
Section during any fiscal year shall be deemed made, FIRST, in respect of
amounts carried over from the prior fiscal year pursuant to clause (ii) above
and, SECOND, in respect of amounts permitted for such fiscal year as provided
above.

             9.8 LIMITATION ON INVESTMENTS, LOANS AND ADVANCES. Make any
advance, loan, extension of credit (by way of guaranty or otherwise) or capital
contribution to, or purchase any stock, bonds, notes, debentures or other
securities of or any assets constituting all or a significant part of a business
unit of, or make any other investment in, any Person, except:

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

             (b) (i) investments in Cash Equivalents and (ii) investments
      referred to in clause (3) of Section 9.5(g);


                                       74
<PAGE>

             (c) Guarantee Obligations expressly permitted by Section 9.2;

             (d) loans and advances to employees of Packard or its Subsidiaries
      in the ordinary course of business (including, without limitation, for
      travel, entertainment and relocation expenses) in an aggregate amount for
      Packard and its Subsidiaries not to exceed $1,000,000 at any one time
      outstanding;

             (e) the Recapitalization;

             (f) (i) investments by Packard or any of its Subsidiaries in
      Packard or any Person that, prior to such investment, is a Wholly Owned
      Subsidiary Guarantor, (ii) any investment resulting from intercompany
      reorganizations to the extent expressly permitted by Section 9.5(d) or (e)
      and (iii) any investment resulting from the issuance of Non-Cash
      Indebtedness (as defined in Section 9.2(d)); and

             (g) in addition to investments otherwise expressly permitted by
      this Section 9.8, investments by Packard or any of its Subsidiaries, in an
      amount (valued at cost) not to exceed $25,000,000 (or, in the case of one
      other investment from the Commitment Date, $45,000,000) in any single
      transaction or series of related transactions; provided that (i) not more
      than $35,000,000 of such investments shall be made after the Commitment
      Date in Foreign Subsidiaries or assets owned by Foreign Subsidiaries and
      (ii) the amount of any Indebtedness acquired or assumed by Packard or any
      of its Subsidiaries in connection with any such investment shall be
      included in determining the cost of such investment, in each case so long
      as, after giving PRO FORMA effect thereto (as certified to the
      Administrative Agent by a Responsible Officer prior to consummation of
      such investment), (1) no Default or Event of Default shall have occurred
      and be continuing (including, without limitation, pursuant to Section 9.1,
      with compliance with Section 9.1 being determined on a PRO FORMA basis as
      if such investment (including the incurrence or assumption of any
      Indebtedness in connection therewith) had been made on the first day of
      the most recent period of four consecutive fiscal quarters for which the
      relevant financial information is available) and (2) the sum of cash on
      hand held by Packard and the aggregate Available Revolving Credit
      Commitments exceeds $20,000,000; PROVIDED that such $20,000,000 amount
      shall be reduced to $15,000,000 if the Canberra Sale has occurred. In any
      such acquisition made pursuant to this clause (g), the following shall
      also apply: (I) "earn outs" or other such similar purchase price
      components (other than the CCP Earn-Out Payments) shall (1) be included
      for purposes of the foregoing $25,000,000 and $45,000,000 amount
      limitations in an amount equal to (A) if applicable, the maximum amount
      specified for such earn-out in the underlying transaction documentation or
      (B) a good faith estimate by management of Packard of the maximum earn-out
      payable in respect of such transaction; PROVIDED that (x) in any case
      where the actual earn-out paid causes the total acquisition cost to exceed
      the foregoing $25,000,000 or $45,000,000 amount limitations, as
      applicable, such excess amount shall be deducted from EBITDA for purposes
      of compliance with Section 9.1(c) in any period during which any such
      excess is paid and (y) it is understood that the single acquisition
      permitted to exceed $25,000,000 up to a maximum of $45,000,000 shall be
      deemed to have occurred in any case where the actual earn-out paid causes
      the total acquisition cost to exceed the $25,000,000 amount limitation and
      (2) be permitted to be paid only so long


                                       75
<PAGE>

      as no Default or Event of Default shall have occurred and be continuing
      and (II) all capital expenditures in excess of $100,000 in any single
      transaction or series of transactions made for Technology Acquisitions
      shall also be included for purposes of the foregoing $25,000,000, and
      $45,000,000 amount limitations. Notwithstanding the foregoing, Packard may
      make acquisitions (i) for which the purchase price is paid in whole or in
      part in the form of common stock of Packard, without regard to the amount
      limitations set forth in this clause (g) to the extent of such common
      stock consideration; PROVIDED THAT the requirement that the sum of cash on
      hand held by Packard and the aggregate Available Revolving Credit
      Commitments exceeds $20,000,000 (reduced to $15,000,000 if the Canberra
      Sale has occurred) shall continue to apply to all acquisitions in which
      the purchase price is paid in whole or in part in the form of common stock
      of Packard and (ii) without regard to the amount limitations set forth in
      this clause (g) using cash received from the Canberra Sale, so long as (A)
      no Default or Event of Default shall have occurred and be continuing
      (including, without limitation, pursuant to Section 9.1, with compliance
      with Section 9.1 being determined on a PRO FORMA basis as if such
      investment (including the incurrence or assumption of any Indebtedness in
      connection therewith) had been made on the first day of the most recent
      period of four consecutive fiscal quarters for which the relevant
      financial information is available) and (B) PRO FORMA compliance with
      Section 9.1(a) is satisfied using the ratios specified in such Section
      less 0.50 for purposes of the test in the preceding clause (A).

             9.9 LIMITATION ON PAYMENTS AND MODIFICATIONS OF DEBT INSTRUMENTS,
ETC. (a) (i) Make or offer to make any payment, prepayment, repurchase or
redemption of or otherwise defease or segregate funds with respect to the
principal of Subordinated Notes, PROVIDED that Packard may repurchase or redeem
Subordinated Notes in the open market (1) in a maximum amount such that after
giving effect to all such purchases or redemptions by Packard no less than
$50,000,000 principal amount of Subordinated Notes remain outstanding and (2) at
a maximum redemption price of 105% of the original face amount of such
Subordinated Notes; PROVIDED FURTHER that if at any time either S&P or Moody's
has given Packard's senior secured long-term debt, non-credit enhanced, an
actual or "implied" rating of BBB- or Baa3, Packard may repurchase or redeem all
of its Subordinated Notes in the open market; PROVIDED FURTHER that purchases or
redemptions by Packard of Subordinated Notes in the open market at any time may
only occur if the sum of cash on hand held by Packard and the aggregate
Available Revolving Credit Commitment exceeds $20,000,000 (reduced to
$15,000,000 if the Canberra Sale has occurred) immediately after any such
purchase or redemption, (ii) amend, modify, waive or otherwise change, or
consent or agree to any amendment, modification, waiver or other change to, any
of the terms of the Subordinated Notes (other than any such amendment,
modification, waiver or other change which (A) would extend the maturity or
reduce the amount of any payment of principal thereof or which would reduce the
rate or extend the date for payment of interest thereon and (B) does not involve
the payment of a consent fee), or (iii) designate any Indebtedness as
"Designated Senior Indebtedness" for the purposes of the Subordinated Note
Indenture.

             (b) Make any payment, prepayment, repurchase or redemption of the
Management Notes (collectively, "MANAGEMENT NOTE PAYMENTS") other than
Management Note Payments in any fiscal year in an amount that, when added to the
amount of any Management Stock Payments made during such fiscal year, does not
exceed $5,000,000.


                                       76
<PAGE>

             9.10 LIMITATION ON TRANSACTIONS WITH AFFILIATES. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of Property, the rendering of any service, or the payment of any
management, advisory or similar fees (other than a one-time structuring fee of
$2,500,000 payable to Stonington in connection with the Recapitalization), with
any Affiliate (other than Packard or any Wholly Owned Subsidiary Guarantor)
unless such transaction is (a) otherwise permitted under this Agreement, (b) in
the ordinary course of business of Packard or such Subsidiary, as the case may
be, and (c) upon fair and reasonable terms no less favorable to Packard or such
Subsidiary, as the case may be, than it would obtain in a comparable arm's
length transaction with a Person which is not an Affiliate.

             9.11 LIMITATION ON SALES AND LEASEBACKS. Enter into any arrangement
with any Person providing for the leasing by Packard or any Subsidiary of real
or personal property which has been or is to be sold or transferred by Packard
or such Subsidiary to such Person or to any other Person to whom funds have been
or are to be advanced by such Person on the security of such property or rental
obligations of Packard or such Subsidiary.

             9.12 LIMITATION ON CHANGES IN FISCAL PERIODS. Permit the fiscal
year of Packard to end on a day other than December 31 or change Packard's
method of determining fiscal quarters.

             9.13 LIMITATION ON NEGATIVE PLEDGE CLAUSES. Enter into with any
Person, or suffer to exist, any agreement, other than (a) this Agreement and the
other Loan Documents, (b) the Subordinated Note Indenture and (c) any agreements
governing any purchase money Liens or Capital Lease Obligations otherwise
permitted hereby (in which case any prohibition or limitation shall only be
effective against the assets financed thereby), which prohibits or limits the
ability of Packard or any of its Subsidiaries to create, incur, assume or suffer
to exist any Lien upon any of its Property or revenues, whether now owned or
hereafter acquired.

             9.14 LIMITATION ON RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS. Enter
into or suffer to exist or become effective any consensual encumbrance or
restriction (collectively, "SUBSIDIARY RESTRICTIONS") on the ability of any
Subsidiary of Packard to (a) pay dividends or make any other distributions in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, Packard or any other Subsidiary of Packard, (b) make loans or advances
to Packard or any other Subsidiary of Packard or (c) transfer any of its assets
to Packard or any other Subsidiary of Packard (excluding, in the case of this
clause (c), any such encumbrances or restrictions created by any agreements
governing any purchase money liens or Capital Lease Obligations otherwise
permitted hereby, in which case any encumbrance or limitation shall only be
effective against the assets financed thereby), except for such encumbrances or
restrictions existing under or by reason of (i) any restrictions existing under
the Loan Documents or the Subordinated Note Indenture or any other agreements in
effect on the date hereof and listed on Schedule 6.16, (ii) any restrictions
with respect to a Subsidiary imposed pursuant to an agreement which has been
entered into in connection with the sale or disposition of all or substantially
all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions
existing under any agreement that amends, refinances or replaces any agreement
containing the restrictions referred to in clause (i) or (ii) above, PROVIDED
that the terms and conditions of any such agreement are no less favorable to the
Lenders than those under the agreement so amended,


                                       77
<PAGE>

refinanced or replaced or (iv) any restrictions with respect to MCS imposed
pursuant to its limited liability company agreement as originally in effect.

             9.15 LIMITATION ON LINES OF BUSINESS. Enter into any business,
either directly or through any Subsidiary, except for those businesses in which
Packard and its Subsidiaries are engaged on the date of this Agreement or which
are reasonably related thereto.

             9.16 LIMITATION ON AMENDMENTS TO RECAPITALIZATION DOCUMENTS. (a)
Amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the
terms and conditions of the indemnities furnished by the Management Stockholders
to Packard or any of its Subsidiaries pursuant to the Recapitalization and Stock
Purchase Agreement or any other document delivered by the Selling Shareholders
or any of their affiliates in connection therewith such that after giving effect
thereto such indemnities shall be materially less favorable to the interests of
the Loan Parties or the Lenders with respect thereto or (b) otherwise amend,
supplement or otherwise modify the terms and conditions of the Recapitalization
and Stock Purchase Agreement or any such other documents except to the extent
that any such amendment, supplement or modification could not reasonably be
expected to have a Material Adverse Effect.

             9.17 INACTIVE SUBSIDIARIES. Permit any Inactive Subsidiary, at any
time, to fail to satisfy any of the criteria set forth in the definition of
Inactive Subsidiary in Section 1.1.


                         SECTION 10. EVENTS OF DEFAULT

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

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

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

             (c) (i) Any Loan Party shall default in the observance or
      performance of any agreement contained in clause (i) or (ii) of Section
      8.4(a) (with respect to Packard only), Section 8.7(a) or Section 9 of this
      Agreement or Section 5.6 or 5.8(b) of the Guarantee and Collateral
      Agreement or (ii) an "Event of Default" under and as defined in any
      Mortgage shall have occurred and be continuing; or

             (d) Any Loan Party shall default in the observance or performance
      of any other agreement contained in this Agreement or any other Loan
      Document (other than as


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      provided in paragraphs (a) through (c) of this Section), and such default
      shall continue unremedied for a period of 30 days after the earlier of (i)
      the date upon which written notice thereof is given to Packard by the
      Administrative Agent or the Required Lenders or (ii) the date upon which a
      Responsible Officer becomes aware of such default; or

             (e) Packard or any of its Subsidiaries shall (i) default in making
      any payment of any principal of any Indebtedness (including, without
      limitation, any Guarantee Obligation, but excluding the Loans) on the
      scheduled or original due date with respect thereto; or (ii) default in
      making any payment of any interest on or any other amount payable in
      respect of any such Indebtedness beyond the period of grace, if any,
      provided in the instrument or agreement under which such Indebtedness was
      created; or (iii) default in the observance or performance of any other
      agreement or condition relating to any such Indebtedness 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 beneficiary of such Indebtedness (or a trustee or agent on behalf of
      such holder or beneficiary) to cause, with the giving of notice if
      required, such Indebtedness to become due prior to its stated maturity or
      (in the case of any such Indebtedness constituting a Guarantee Obligation)
      to become payable; or any such Indebtedness shall be declared to be due
      and payable or required to be prepaid or redeemed (other than by a
      regularly scheduled required prepayment or redemption, or as may be
      required under the Subordinated Note Indenture in respect of the Canberra
      Sale, as provided in Section 5.4), purchased or defeased, or (other than
      as may be required under the Subordinated Note Indenture in respect of the
      Canberra Sale, as provided in Section 5.4) an offer to prepay, redeem,
      purchase or defease such Indebtedness shall be required to be made, in
      each case prior to the stated maturity thereof; PROVIDED, that a default,
      event or condition described in clause (i), (ii) or (iii) of this
      paragraph (e) shall not at any time constitute an Event of Default under
      this Agreement unless, at such time, one or more defaults, events or
      conditions of the type described in clauses (i), (ii) and (iii) of this
      paragraph (e) shall have occurred and be continuing with respect to
      Indebtedness the outstanding principal amount of which exceeds in the
      aggregate $2,500,000; or

             (f) (i) Packard or any of its Subsidiaries that is a Subsidiary
      Borrower or that has assets (valued at book value) in excess of $500,000
      (collectively, "SIGNIFICANT SUBSIDIARIES") shall commence any case,
      proceeding or other action (A) under any existing or future law of any
      jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
      reorganization or relief of debtors, seeking to have an order for relief
      entered with respect to it, or seeking to adjudicate it a bankrupt or
      insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
      liquidation, dissolution, composition or other relief with respect to it
      or its debts, or (B) seeking appointment of a receiver, trustee,
      custodian, conservator or other similar official for it or for all or any
      substantial part of its assets, or Packard or any of its Significant
      Subsidiaries shall make a general assignment for the benefit of its
      creditors; or (ii) there shall be commenced against Packard or any of its
      Significant 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 Packard or


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      any of its Significant 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) Packard or any of its Significant
      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) Packard or any of its Significant
      Subsidiaries shall generally not, or shall be unable to, or shall admit in
      writing its inability to, pay its debts as they become due; or

             (g) (i) Any Person shall engage in any "prohibited transaction" (as
      defined in Section 406 of ERISA or Section 4975 of the Code) involving any
      Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
      of ERISA), whether or not waived, shall exist with respect to any Plan or
      any Lien in favor of the PBGC or a Plan shall arise on the assets of
      Packard or any Commonly Controlled Entity, (iii) a Reportable Event shall
      occur with respect to, or proceedings shall commence to have a trustee
      appointed, or a trustee shall be appointed, to administer or to terminate,
      any Single Employer Plan, which Reportable Event or commencement of
      proceedings or appointment of a trustee is, in the reasonable opinion of
      the Required Lenders, likely to result in the termination of such Plan for
      purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
      terminate for purposes of Title IV of ERISA, (v) Packard or any Commonly
      Controlled Entity shall, or in the reasonable opinion of the Required
      Lenders is likely to, incur any liability in connection with a withdrawal
      from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi)
      any other event or condition shall occur or exist with respect to a Plan;
      and in each case in clauses (i) through (vi) above, such event or
      condition, together with all other such events or conditions, if any,
      could, in the sole judgment of the Required Lenders, reasonably be
      expected to have a Material Adverse Effect; or

             (h) One or more judgments or decrees shall be entered against
      Packard or any of its Subsidiaries involving in the aggregate a liability
      (not paid or to the extent not fully covered by insurance which Packard
      has determined in good faith to be available in whole or in part with
      respect to such judgment or decree) of $2,500,000 or more, and all such
      judgments or decrees shall not have been vacated, discharged, stayed or
      bonded pending appeal within 30 days from the entry thereof; or

             (i) Any of the Security Documents shall cease, for any reason, to
      be in full force and effect, or any Loan Party or any Affiliate of any
      Loan Party shall so assert, or any Lien created by any of the Security
      Documents shall cease to be enforceable and of the same effect and
      priority purported to be created thereby; or

             (j) The guarantee contained in Section 12 hereof or in Section 2 of
      the Guarantee and Collateral Agreement shall cease, for any reason, to be
      in full force and effect or any Loan Party or any Affiliate of any Loan
      Party shall so assert; or

             (k) (i) Stonington shall cease to have the power, directly or
      indirectly, to vote or direct the voting of securities having a majority
      of the ordinary voting power for the


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      election of directors of Packard (determined on a fully diluted basis);
      (ii) any "person" or "group" (as such terms are used in Sections 13(d) and
      14(d) of the Exchange Act), excluding Stonington, any Control Investment
      Affiliate of Stonington and any officer, employee or director of Packard
      or any of its Subsidiaries, shall become, or obtain rights (whether by
      means or warrants, options or otherwise) to become, the "beneficial owner"
      (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly
      or indirectly, of more than 30% of the outstanding common stock of Packard
      and such percentage is greater than the percentage of the outstanding
      common stock of Packard owned collectively by Stonington, all Control
      Investment Affiliates of Stonington and any officer, employee or director
      of Packard or any of its Subsidiaries; (iii) Stonington together with all
      Control Investment Affiliates of Stonington and any officer, employee or
      director of Packard or any of its Subsidiaries shall collectively at any
      time cease to be the "beneficial owner" (as defined in Rules 13(d)-3 and
      13(d)-5 under the Exchange Act), directly or indirectly, of at least 25%
      of the outstanding common stock of Packard, (iv) a majority of the seats
      on the board of directors of Packard shall at any time be occupied by
      persons who were neither (1) nominated by Stonington or a Control
      Investment Affiliate of Stonington nor (2) appointed by directors so
      nominated, (v) the board of directors of Packard shall cease to consist of
      a majority of Continuing Directors; or (iv) a Specified Change of Control
      shall occur; or

             (l) The Subordinated Notes or the guarantees thereof shall cease,
      for any reason, to be validly subordinated to the obligations of Packard
      or the Subsidiary Guarantors, as the case may be, under the Loan
      Documents, as provided in the Subordinated Note Indenture, or any Loan
      Party or any Affiliate of any Loan Party shall so assert;

then, and in any such event, (A) (1) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (f) above with respect to Packard,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) shall immediately become due and payable, and (2) if such event is
an Event of Default specified in clause (i) or (ii) of paragraph (f) above with
respect to a Subsidiary Borrower, (i) the eligibility of such Subsidiary
Borrower to borrow shall thereupon terminate and (ii) the Loans of such
Subsidiary Borrower shall become immediately due and payable, together with
accrued interest thereon and all fees and other obligations of such Subsidiary
Borrower in respect thereof and (B) if such event is an Event of Default other
than an Event of Default described in clause (A)(1) above, either or both of the
following actions may be taken: (i) with the consent of the Majority Revolving
Credit Facility Lenders, the Administrative Agent may, or upon the request of
the Majority Revolving Credit Facility Lenders, the Administrative Agent shall,
by notice to Packard declare the Revolving Credit Commitments to be terminated
forthwith, whereupon the Revolving Credit Commitments shall immediately
terminate; and (ii) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to Packard, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan
Documents (including, without limitation, all amounts of L/C Obligations,
whether or not the


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beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) to be due and payable forthwith, whereupon the
same shall immediately become due and payable. Notwithstanding the foregoing or
any other provision of this Agreement or any other Loan Document to the
contrary, in no event shall the Administrative Agent or any Lender foreclose on
or otherwise take possession of any real property or any capital stock or other
equity interest comprising part of the Collateral without the prior written
consent of each Agent.

             With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration
pursuant to the preceding paragraph (other than pursuant to clause (A)(2)
thereof), Packard shall at such time deposit in a cash collateral account opened
by the Administrative Agent an amount equal to the aggregate then undrawn and
unexpired amount (or the Dollar Equivalent of such amount with respect to
Offshore Letters of Credit, if applicable) of such Letters of Credit. Packard
hereby grants to the Administrative Agent, for the benefit of the Issuing Lender
and the L/C Participants, a security interest in such cash collateral to secure
all obligations of the Borrowers under this Agreement and the other Loan
Documents. Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrowers hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrowers hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned
to the relevant Borrowers (or such other Person as may be lawfully entitled
thereto). Except as otherwise expressly provided above in this Section 10, the
Borrowers waive presentment, demand, protest or other notice of any kind.


                             SECTION 11. THE AGENTS

             11.1 APPOINTMENT. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement or any
other Loan Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the foregoing, the use of the term
"agent" with respect to the Administrative Agent is used as a matter of market
custom and is intended to create or reflect only an administrative relationship
between independent contracting parties.


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             The Issuing Lender and the Fronting Lenders shall act on behalf of
the Lenders with respect to Letters of Credit and Fronted Offshore Revolving
Credit Loans, respectively, issued or made under this Agreement and the
documents associated therewith. It is understood and agreed that the Issuing
Lender and the Fronting Lenders (a) shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Section 11 with
respect to acts taken or omissions suffered by the Issuing Lender or any
Fronting Lender in connection with Letters of Credit and Fronted Offshore
Revolving Credit Loans issued or made under this Agreement and the documents
associated therewith as fully as if the term "Administrative Agent", as used in
this Section 11, included such Issuing Lender and the Fronting Lenders with
respect to such acts or omissions and (ii) as additionally provided in this
Agreement and (b) shall, with respect to the Revolving Credit Lenders, have all
of the benefits of the provisions of Section 11.7 as fully as if the term
"Administrative Agent", as used in Section 11.7, included the Issuing Lender and
the Fronting Lenders.

             11.2 DELEGATION OF DUTIES. The Administrative Agent may execute any
of its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

             11.3 EXCULPATORY PROVISIONS. None of the Agent-Related Persons
shall be (i) liable for any action lawfully taken or omitted to be taken by any
of them under or in connection with this Agreement or any other Loan Document or
the transactions contemplated hereby (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Person's own gross negligence
or willful misconduct) or (ii) responsible in any manner to any of the Lenders
for any recitals, statements, representations or warranties made by any Loan
Party or any officer thereof contained in this Agreement or any other Loan
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by any Agent-Related Person under or in
connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or for any failure of any Loan Party to
perform its obligations hereunder or thereunder. No Agent-Related Person shall
be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party. The Administrative Agent shall maintain a
record of the principal amount of the Loans and L/C Obligations from time to
time outstanding and the respective amounts thereof owing to each Lender. Any
records maintained by any Agent-Related Person setting forth the names and
addresses of the Lenders and the Commitments of, and the principal amount of the
Loans owing to, each Lender from time to time shall be conclusive, in the
absence of manifest error.

             11.4 RELIANCE BY ADMINISTRATIVE AGENT. (a) The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or telephone 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


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legal counsel (including, without limitation, counsel to the Borrowers),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate and, if it so requests,
it shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan Documents in accordance with a request of the Required
Lenders (or, if so specified by this Agreement, all Lenders), and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders and all future holders of the Loans.

             (b) For purposes of determining compliance with the conditions
specified in Section 7.1, each Lender that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent or Packard to
such Lender prior to the Closing Date, or required thereunder to be consented to
or approved by or acceptable or satisfactory to such Lender.

             11.5 NOTICE OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Lender or Packard 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 give notice thereof to the Lenders. The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders (or, if so specified by this
Agreement, all Lenders); 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 Lenders.

             11.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each
Lender expressly acknowledges that none of the Agent-Related Persons has made
any representations or warranties to it and that no act by any Agent-Related
Person hereafter taken, including any review of the affairs of a Loan Party or
any affiliate of a Loan Party, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Lender. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Loan Parties and their affiliates and all
applicable bank regulatory laws relating to the transactions contemplated hereby
and made its own decision to enter into this Agreement and to extend credit to
the Borrowers hereunder. Each Lender also represents that it will, independently
and without reliance upon any Agent-Related Person or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis,


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appraisals and decisions in taking or not taking action under this Agreement and
the other Loan 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 Loan Parties and their affiliates. Except
for notices, reports and other documents expressly required to be furnished to
the Lenders by the Administrative Agent hereunder, no Agent-Related Person shall
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of any Loan Party or any affiliate
of a Loan Party which may come into the possession of any of the Agent-Related
Persons.

             11.7 INDEMNIFICATION. Whether or not the transactions contemplated
hereby are consummated, the Lenders agree to indemnify the Administrative Agent
and its officers, directors, trustees, professional advisors, employees,
affiliates, agents and controlling persons (each, a "Section 11.7 indemnitee")
(to the extent not reimbursed by the Borrowers and without limiting the
obligation of the Borrowers to do so), ratably according to their respective
Revolving Credit Percentages and Term Loan Percentages in effect on the date on
which indemnification is sought under this Section 11.7 (or, if indemnification
is sought after the date upon which the Commitments shall have terminated and
the Loans shall have been paid in full, ratably in accordance with such
Percentages immediately prior to such date), 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 such Section 11.7 indemnitee in
any way relating to or arising out of, the Commitments, this Agreement, any of
the other Loan Documents or any documents contemplated by or referred to herein
or therein or the transactions contemplated hereby or thereby or any action
taken or omitted by such Section 11.7 indemnitee under or in connection with any
of the foregoing; PROVIDED that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements which are found by a final
and nonappealable decision of a court of competent jurisdiction to have resulted
from the relevant Section 11.7 indemnitee's gross negligence or willful
misconduct. The agreements in this Section 11.7 shall survive the payment of the
Loans and all other amounts payable hereunder.

             11.8 AGENT IN ITS INDIVIDUAL CAPACITY. The Administrative Agent and
its Affiliates may make loans to, accept deposits from and generally engage in
any kind of business with the Borrowers as though the Administrative Agent were
not the Administrative Agent hereunder and under the other Loan Documents and
without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, the Administrative Agent and its Affiliates may
receive information regarding the Borrowers or their Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Borrowers or their Affiliates) and acknowledge that neither the Administrative
Agent nor its Affiliates shall be under an obligation to provide such
information to them. With respect to its Loans made or renewed by it and with
respect to any Letter of Credit issued or participated in by it, each Agent
shall have the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though it were not an
Agent, and the terms "Lender" and "Lenders" shall include each Agent in its
individual capacity.


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             11.9 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 10 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent shall be
approved by Packard (which approval shall not be unreasonably withheld or
delayed), whereupon such successor agent shall succeed to the rights, powers and
duties of the Administrative Agent hereunder. If no successor agent is appointed
prior to the effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and the
Borrowers, a successor agent from among the Lenders. Effective upon such
appointment by the Required Lenders or by the Administrative Agent and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, 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 or any holders of the Loans. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this Section 11 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents. If no successor agent has accepted appointment as
Administrative Agent by the date which is 10 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall assume and perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above.

             11.10 AUTHORIZATION TO RELEASE LIENS. The Administrative Agent is
hereby irrevocably authorized by each of the Lenders to release any Lien
covering any Property of the Packard or any of its Subsidiaries that is the
subject of a Disposition which is permitted by this Agreement or which has been
consented to in accordance with Section 13.1.

             11.11 LEAD ARRANGER, BOOK MANAGER, SYNDICATION AGENT AND
DOCUMENTATION AGENT. Neither the Lead Arranger, the Book Manager, the
Syndication Agent nor the Documentation Agent shall, except as otherwise
expressly set forth herein, have any duties or responsibilities hereunder in its
capacity as such.


                             SECTION 12. GUARANTEE

             12.1 GUARANTEE. In order to induce the Administrative Agent and the
Lenders to execute and deliver this Agreement and to make or maintain the Loans
to the Subsidiary Borrowers hereunder, and in consideration thereof, Packard
hereby unconditionally and irrevocably guarantees to the Administrative Agent,
for the ratable benefit of the Lenders, the prompt and complete payment and
performance by the Subsidiary Borrowers when due (whether at stated maturity, by
acceleration or otherwise) of the Subsidiary Borrower Obligations, and Packard
further agrees to pay any and all expenses (including, without limitation, all
reasonable fees, charges and disbursements of counsel) which may be paid or
incurred by the Administrative Agent or by the Lenders in enforcing, or
obtaining advice of counsel in respect of, any of their rights under the
guarantee contained in this Section 12. The guarantee contained


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in this Section 12, subject to Section 12.5, shall remain in full force and
effect until the Subsidiary Borrower Obligations are paid in full, the
Commitments are terminated and no Letters of Credit are outstanding,
notwithstanding that from time to time prior thereto the Subsidiary Borrowers
may be free from any Obligations.

             Packard agrees that whenever, at any time, or from time to time, it
shall make any payment to the Administrative Agent or any Lender on account of
its liability under this Section 12, it will notify the Administrative Agent and
such Lender in writing that such payment is made under the guarantee contained
in this Section 12 for such purpose. No payment or payments made by the
Subsidiary Borrowers or any other Person or received or collected by the
Administrative Agent or any Lender from the Subsidiary Borrowers or any other
Person by virtue of any action or proceeding or any setoff or appropriation or
application, at any time or from time to time, in reduction of or in payment of
the Subsidiary Borrower Obligations shall be deemed to modify, reduce, release
or otherwise affect the liability of Packard under this Section 12 which,
notwithstanding any such payment or payments, shall remain liable for the
Subsidiary Borrower Obligations until, subject to Section 12.5, the Obligations
are paid in full, the Commitments are terminated and no Letters of Credit are
outstanding.

             12.2 NO SUBROGATION, CONTRIBUTION, REIMBURSEMENT OR INDEMNITY.
Notwithstanding anything to the contrary in this Section 12, Packard hereby
irrevocably waives all rights which may have arisen in connection with the
guarantee contained in this Section 12 to be subrogated to any of the rights
(whether contractual, under the United States Bankruptcy Code (or similar action
under any successor law or under any comparable law), including Section 509
thereof, under common law or otherwise) of the Administrative Agent or any
Lender against the Subsidiary Borrowers or against the Administrative Agent or
any Lender for the payment of the Subsidiary Borrower Obligations, until all
such Obligations shall have been paid in full, no Letters of Credit shall be
outstanding and the Commitments shall have been terminated. Packard hereby
further irrevocably waives all contractual, common law, statutory and other
rights of reimbursement, contribution, exoneration or indemnity (or any similar
right) from or against the Subsidiary Borrowers or any other Person which may
have arisen in connection with the guarantee contained in this Section 12, until
the Subsidiary Borrower Obligations shall have been paid in full, no Letters of
Credit shall be outstanding and the Commitments shall have been terminated. So
long as the Subsidiary Borrower Obligations remain outstanding, if any amount
shall be paid by or on behalf of the Subsidiary Borrowers to Packard on account
of any of the rights waived in this Section 12.2, such amount shall be held by
Packard in trust, segregated from other funds of Packard, and shall, forthwith
upon receipt by Packard, be turned over to the Administrative Agent in the exact
form received by Packard (duly indorsed by Packard to the Administrative Agent,
if required), to be applied against the Subsidiary Borrower Obligations, whether
matured or unmatured, in such order as the Administrative Agent may determine.
The provisions of this Section 12.2 shall survive the term of the guarantee
contained in this Section 12 and the payment in full of the Subsidiary Borrower
Obligations and the termination of the Commitments.

             12.3 AMENDMENTS, ETC. WITH RESPECT TO THE SUBSIDIARY BORROWER
OBLIGATIONS. Packard shall remain obligated under this Section 12
notwithstanding that, without any reservation of rights against Packard, and
without notice to or further assent by Packard, any demand for payment of or
reduction in the principal amount of any of the Subsidiary Borrower


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Obligations made by the Administrative Agent or any Lender may be rescinded by
the Administrative Agent or such Lender, and any of such Obligations continued,
and such Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Administrative Agent or any Lender, and this Agreement, any
other Loan Document, and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Lenders (or the Required Lenders, as the case may be)
may deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Administrative Agent or any Lender for
the payment of the Subsidiary Borrower Obligations may be sold, exchanged,
waived, surrendered or released. Neither the Administrative Agent nor any Lender
shall have any obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for the Subsidiary Borrower Obligations or for the
guarantee contained in this Section 12 or any property subject thereto.

             12.4 GUARANTEE ABSOLUTE AND UNCONDITIONAL. Packard waives any and
all notice of the creation, renewal, extension or accrual of any of the
Subsidiary Borrower Obligations and notice of or proof of reliance by the
Administrative Agent or any Lender upon the guarantee contained in this Section
12 or acceptance of the guarantee contained in this Section 12; the Subsidiary
Borrower Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the guarantee contained in this Section 12; and all dealings
between the Subsidiary Borrowers or Packard, on the one hand, and the
Administrative Agent and the Lenders, on the other, shall likewise be
conclusively presumed to have been had or consummated in reliance upon the
guarantee contained in this Section 12. Packard waives diligence, presentment,
protest demand for payment and notice of default or nonpayment to or upon the
Subsidiary Borrowers or Packard with respect to the Subsidiary Borrower
Obligations. The guarantee contained in this Section 12 shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity or enforceability of this Agreement or any other Loan Document,
any of the Subsidiary Borrower Obligations or any collateral security therefor
or guarantee or right of offset with respect thereto at any time or from time to
time held by the Administrative Agent or any Lender, (b) any defense, setoff or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrowers against the Administrative
Agent or any Lender, or (c) any other circumstance whatsoever (with or without
notice to or knowledge of the Subsidiary Borrowers or Packard) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Subsidiary Borrowers for the Subsidiary Borrower Obligations,
or of Packard under the guarantee contained in this Section 12, in bankruptcy or
in any other instance. When the Administrative Agent or any Lender is pursuing
its rights and remedies under this Section 12 against Packard, the
Administrative Agent or any Lender may, but shall be under no obligation to,
pursue such rights and remedies as it may have against the Subsidiary Borrowers
or any other Person or against any collateral security or guarantee for the
Subsidiary Borrowers Obligations or any right of offset with respect thereto,
and any failure by the Administrative Agent or any Lender to pursue such other
rights or remedies or to collect any payments from the Subsidiary Borrowers or
any such other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of any
Subsidiary Borrower or any such


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other Person or of any such collateral security, guarantee or right of offset
shall not relieve Packard of any liability under this Section 12, and shall not
impair or affect the rights and remedies, whether express, implied or available
as a matter of law, of the Administrative Agent and the Lenders against Packard.

             12.5 REINSTATEMENT. The guarantee contained in this Section 12
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Subsidiary Borrower Obligations
is rescinded or must otherwise be restored or returned by the Administrative
Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of any Subsidiary Borrower or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, any Subsidiary Borrower or any substantial part of its property, or
otherwise, all as though such payments had not been made.

             12.6 PAYMENTS. Packard hereby agrees that any payments in respect
of the Subsidiary Borrower Obligations pursuant to this Section 12 will be paid
to the Administrative Agent without setoff or counterclaim in Dollars or the
relevant Offshore Currency, as applicable, at the office of the Administrative
Agent specified in Section 13.6.


                           SECTION 13. MISCELLANEOUS

             13.1 AMENDMENTS AND WAIVERS. Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 13.1. The
Required Lenders and each Loan Party party to the relevant Loan Documents may,
or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, supplements or modifications hereto and to
the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; PROVIDED, HOWEVER, that no such waiver and no such amendment
supplement or modification shall (i) forgive the principal amount or extend the
final scheduled date of maturity of any Loan or Reimbursement Obligation (or, in
each case, any portion thereof), extend the scheduled date of any amortization
payment in respect of any Term Loan, reduce the stated rate of any interest fee
or letter of credit commission payable hereunder or extend the scheduled date of
any payment thereof, amend, modify or waive any provision of Section 5.10(a),
(b) or (c), or increase the amount or extend the expiration date of any Lender's
Revolving Credit Commitment, in each case without the consent of each Lender
(including, in the case of Fronted Offshore Revolving Credit Loans, each
relevant Fronted Revolving Credit Loan Participant) directly affected thereby;
(ii) amend, modify or waive any provision of this Section 13.1 or reduce any
percentage specified in the definition of Required Lenders or Required
Prepayment Lenders, consent to the assignment or transfer by Packard of any of
its rights and obligations under this Agreement and the other Loan Documents,
release the


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guarantee of Packard contained in Section 12, release all or substantially all
of the Collateral or release Packard or any material Subsidiary Guarantor from
its obligations under the Guarantee and Collateral Agreement (other than as
provided for hereunder), in each case without the written consent of all
Lenders; (iii) reduce the percentage specified in the definition of Majority
Facility Lenders without the written consent of all Lenders under each affected
Facility; (iv) amend, modify or waive any provision of Section 11 without the
written consent of the Administrative Agent; or (v) amend, modify or waive any
provision of Section 3 without the written consent of the Issuing Lender. Any
such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Loan Parties, the
Lenders, the Administrative Agent and all future holders of the Loans. In the
case of any waiver, the Loan Parties, the Lenders and the Administrative Agent
shall be restored to their former position and rights hereunder and under the
other Loan Documents, 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.

             13.2 NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Banking Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrowers and the
Administrative Agent, as set forth in an administrative questionnaire delivered
to the Administrative Agent in the case of the Lenders and, as set forth in
Schedule 1.1A or in the relevant Borrowing Subsidiary Agreement in the case of
the Subsidiary Borrowers, or to such other address as may be hereafter notified
by the respective parties hereto:

            The Borrowers:    Packard BioScience Company
                              800 Research Parkway
                              Meriden, CT 06450
                              Attention:  Chief Financial Officer
                              Fax:  (203) 235-6089

The Administrative Agent:     For notices of borrowing, payments and other
                              administrative matters:


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                              Bank of America, N.A.
                              ABA No.: 053000196
                              Account No.: 1366212250600
                              Attn: Corporate Credit Services
                              Ref:  Packard BioScience Company
                              Agency Administrative Services
                              101 North Tryon Street
                              15th Floor
                              Charlotte, NC  28255
                              Attention: Holly Elsroth
                              Fax: (704) 409-0044
                              Tel: (704) 387-1184


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

                              Bank of America, N.A.
                              1455 Market Street,
                              12th Floor
                              San Francisco, California 94103
                              Attention: Liliana Claar
                              Fax: (415) 436-3425
                              Tel: (415) 436-2770

PROVIDED that any notice, request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.

             13.3 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or 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.

             13.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans hereunder.

             13.5 PAYMENT OF EXPENSES AND TAXES. Packard agrees (and each
Subsidiary Borrower severally agrees, to the extent applicable to actions or
omissions by it under the Loan Documents or related documents to which it is a
party) (a) to pay or reimburse the Administrative Agent for all its
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to,
this Agreement and the other Loan Documents and any other documents prepared in
connection


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herewith or therewith, and the consummation and administration 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 Lender and the Administrative Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other
documents, including, without limitation, the fees and disbursements of counsel
(including the allocated fees and expenses of in-house counsel) to each Lender
and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold each
Lender and the Administrative Agent 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 taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, the other Loan Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender and the
Administrative Agent and their respective officers, directors, trustees,
professional advisors, employees, affiliates, agents and controlling persons
(each, an "indemnitee") harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including,
without limitation, any of the foregoing relating to the use of proceeds of the
Loans or the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of Packard any of its
Subsidiaries or any of the Properties (all the foregoing in this clause (d),
collectively, the "indemnified liabilities"), PROVIDED, that neither Packard nor
any Subsidiary Borrower shall have any obligation hereunder to any indemnitee
with respect to indemnified liabilities to the extent such indemnified
liabilities are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such indemnitee. In the case of an investigation, litigation or
proceeding or preparation of a defense to which the indemnity in this Section
13.5 applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by Packard or any of its
Subsidiaries, any equityholders or creditors or an indemnitee and whether or not
an indemnitee is otherwise a party thereto. The agreements in this Section 13.5
shall survive repayment of the Loans and all other amounts payable hereunder.

             13.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS AND ASSIGNMENTS. (a)
This Agreement shall be binding upon and inure to the benefit of the Borrowers,
the Lenders, the Issuing Lender, the Fronting Lenders, the Administrative Agent,
all future holders of the Loans and their respective successors and assigns,
except that Packard may not assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of each Lender.

             (b) Any Lender may, without the consent of the Borrowers, in
accordance with applicable law, at any time sell to one or more banks, financial
institutions or other entities (each a "PARTICIPANT") participating interests in
any Loan owing to such Lender, any Commitment of such Lender or any other
interest of such Lender hereunder and under the other Loan Documents. In the
event of any such sale by a Lender of a participating interest to a Participant,
such Lender's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such


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Lender shall remain the holder of any such Loan for all purposes under this
Agreement and the other Loan Documents, and the Borrowers and the Administrative
Agent shall continue to deal solely and directly with such Lender in connection
with such Lender's rights and obligations under this Agreement and the other
Loan Documents. In no event shall any Participant under any such participation
have any right to approve any amendment or waiver of any provision of any Loan
Document, or any consent to any departure by any Loan Party therefrom, except to
the extent that such amendment, waiver or consent would reduce the principal of,
or interest on, the Loans or any fees payable hereunder, or postpone the date of
the final maturity of the Loans, in each case to the extent subject to such
participation. Each Borrower agrees that if amounts outstanding under this
Agreement and the Loans are due or unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall, to the maximum extent permitted by applicable law, be deemed
to have the right of setoff in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement, PROVIDED that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in Section 13.7(a) as fully as if it were a Lender
hereunder. Each Borrower also agrees that each Participant shall be entitled to
the benefits of Sections 5.11, 5.12 and 5.13 with respect to its participation
in the Commitments and the Loans outstanding from time to time as if it was a
Lender; PROVIDED that, in the case of Section 5.12, such Participant shall have
complied with the requirements of said Section and PROVIDED, FURTHER, that no
Participant shall be entitled to receive any greater amount pursuant to any such
Section than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Lender
to such Participant had no such transfer occurred.

             (c) Any Lender (an "ASSIGNOR") may, in accordance with applicable
law, at any time and from time to time assign to any Lender or any affiliate
thereof or, with the consent of Packard and the Administrative Agent (and in the
case of assignments of Revolving Credit Commitments, each Fronting Lender and
the Issuing Lender), which consent in each case will not be unreasonably
withheld or delayed, to an additional bank, financial institution or other
entity (an "ASSIGNEE") all or any part of its rights and obligations under this
Agreement pursuant to an Assignment and Acceptance, substantially in the form of
Exhibit N executed by such Assignee and such Assignor (and, in the case of an
Assignee that is not then a Lender or an affiliate thereof by Packard and the
Administrative Agent) and delivered to the Administrative Agent for its
acceptance; PROVIDED that no such assignment to an Assignee (other than any
Lender or any affiliate thereof) shall be in an aggregate principal amount of
less than $5,000,000 (other than in the case of an assignment of all of a
Lender's interests under this Agreement), unless otherwise agreed by Packard and
the Administrative Agent. Any such assignment need not be ratable as among the
Facilities. Upon such execution, delivery, acceptance and recording, from and
after the effective date determined pursuant to such Assignment and Acceptance,
(x) the Assignee thereunder shall be a party hereto and, to the extent provided
in such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with a Commitment and/or Loans as set forth therein, and (y) the
Assignor thereunder shall, to the extent provided in such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of an Assignor's rights and
obligations under this Agreement, such assigning Lender shall cease to be a
party hereto). Notwithstanding any provision of this Section 13.6, the consent
of Packard shall not be required, and, unless


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<PAGE>

requested by the Assignee and/or the Assignor, new Notes shall not be required
to be executed and delivered by the Borrowers, for any assignment which occurs
at any time when any of the events described in Section 10(f) shall have
occurred and be continuing with respect to Packard.

             (d) Upon its receipt of an Assignment and Acceptance executed by an
Assignor and an Assignee (and, in the case of an Assignee that is not then a
Lender or an affiliate thereof, by Packard and the Administrative Agent)
together with payment to the Administrative Agent of a registration and
processing fee of $3,500, the Administrative Agent shall promptly accept such
Assignment and Acceptance.

             (e) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing Indebtedness of the Borrowers to such
Lender resulting from each Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement, and any such recordation shall constitute PRIMA FACIE
evidence of the accuracy of the information so recorded, PROVIDED that the
failure to make any such recordation or any error in such recordation shall not
affect any Borrower's obligations hereunder or under any Note. At the request of
the Administrative Agent, each Fronting Lender will provide to the
Administrative Agent a copy of its records maintained pursuant to this Section.

             (f) The Loans made by each Lender shall be evidenced by a Note
issued by the relevant Borrower, substantially in the form of Exhibit 0-1, 0-2
or 0-3, as the case may be, payable to the order of such Lender. Each Lender is
hereby authorized to record, on the schedule annexed to and constituting a part
of the relevant Note, information regarding the relevant Loans made by such
Lender, and any such recordation shall constitute PRIMA FACIE evidence of the
accuracy of the information so recorded, PROVIDED that the failure to make any
such recordation or any error in such recordation shall not affect any
Borrower's obligations hereunder or under any Note. On or prior to the effective
date of an Assignment and Acceptance, each relevant Borrower, at its own
expense, shall execute and deliver to the Administrative Agent in exchange for
the relevant Notes, new Notes to the order of the Assignee and, if applicable,
the Assignor. Such new Notes shall be dated the Closing Date and shall otherwise
be in the form of the Notes replaced thereby.

             (g) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section 13.6 concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

             13.7 ADJUSTMENTS; SET-OFF. (a) Except to the extent that this
Agreement provides for payments to be allocated to the Lenders under a
particular Facility, if any Lender (a "BENEFITTED LENDER") shall at any time
receive any payment of all or part of its Loans or the Reimbursement Obligations
owing to it, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 10(f), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender's Loans or the Reimbursement
Obligations owing to such other Lender, or interest thereon, such Benefitted


                                       94
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Lender shall purchase for cash from the other Lenders a participating interest
in such portion of each such other Lender's Loan and/or of the Reimbursement
Obligations owing to each such other Lender, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such Benefitted Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders;
PROVIDED, HOWEVER, that if all or any portion of such excess payment or benefits
is thereafter recovered from such Benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

             (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to the
Borrowers, any such notice being expressly waived by each of the Borrowers to
the extent permitted by applicable law, upon any amount becoming due and
payable by the Borrowers hereunder (whether at the stated maturity, by
acceleration or otherwise) to set off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional
or final), in any currency, and any other credits, indebtedness or claims, in
any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender or
any branch or agency thereof to or for the credit or the account of the
Borrowers. Each Lender agrees promptly to notify the Borrowers and the
Administrative Agent after any such setoff and application made by such
Lender, PROVIDED that the failure to give such notice shall not affect the
validity of such setoff and application.

             13.8 COUNTERPARTS. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by telecopy), 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 Packard and the Administrative
Agent.

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

             13.10 INTEGRATION. This Agreement and the other Loan Documents
represent the agreement of the Borrowers, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Loan Documents.

             13.11 GOVERNING LAW. 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 LAW OF THE STATE OF NEW YORK.

             13.12 SUBMISSION TO JURISDICTION; WAIVERS. Each of the Borrowers
hereby irrevocably and unconditionally:


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             (a) submits for itself and its property in any legal action or
      proceeding relating to this Agreement and the other Loan Documents to
      which it is a party, or for recognition and enforcement of any judgment in
      respect thereof, to the non-exclusive general jurisdiction of the Courts
      of the State of New York, the courts of the United States of America for
      the Southern District of New York, and appellate courts from any thereof;

             (b) consents that any such action or proceeding may be brought in
      such courts and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

             (c) agrees that service of process in any such action or proceeding
      may be effected by mailing a copy thereof by registered or certified mail
      (or any substantially similar form of mail), postage prepaid, to Packard
      at its address set forth in Section 13.2 or at such other address of which
      the Administrative Agent shall have been notified pursuant thereto;

             (d) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction; and

             (e) waives, to the maximum extent not prohibited by law, any right
      it may have to claim or recover in any legal action or proceeding referred
      to in this Section 13.12 any special, exemplary, punitive or consequential
      damages.

             13.13 ACKNOWLEDGEMENTS. Each of the Borrowers hereby acknowledges
that:

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

             (b) neither the Administrative Agent nor any Lender has any
      fiduciary relationship with or duty to such Borrower arising out of or in
      connection with this Agreement or any of the other Loan Documents, and the
      relationship between Administrative Agent and Lenders, on one hand, and
      such Borrower, on the other hand, in connection herewith or therewith is
      solely that of debtor and creditor; and

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

             13.14 WAIVERS OF JURY TRIAL. THE BORROWERS, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

             13.15 CONVERSION OF CURRENCIES. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another


                                       96
<PAGE>

currency, each party hereto (including any Subsidiary Borrower) agrees, to the
fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Banking Day immediately preceding the day on which final
judgment is given.

             (b) The obligations of each Borrower in respect of any sum due to
any party hereto or any holder of the obligations owing hereunder (the
"APPLICABLE CREDITOR") shall, notwithstanding any judgment in a currency (the
"JUDGMENT CURRENCY") other than the currency in which such sum is stated to be
due hereunder (the "AGREEMENT CURRENCY"), be discharged only to the extent that,
on the Banking Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrowers
contained in this Section 13.15 shall survive the termination of this Agreement
and the payment of all other amounts owing hereunder.

             13.16 CONFIDENTIALITY. Each of the Administrative Agent and each
Lender agrees to keep confidential all non-public information provided to it by
any Loan Party pursuant to this Agreement that is designated by such Loan Party
as confidential; PROVIDED that nothing herein shall prevent the Administrative
Agent or any Lender from disclosing any such information (a) to the
Administrative Agent, any other Lender or any affiliate of any Lender, (b) to
any Participant or Assignee (each, a "TRANSFEREE") or prospective Transferee
which agrees to comply with the provisions of this Section 13.16, (c) to the
employees, directors, agents, attorneys, accountants and other professional
advisors of the Administrative Agent or such Lender or their respective
affiliates, (d) upon the request or demand of any Governmental Authority having
jurisdiction over the Administrative Agent or such Lender, (e) in response to
any order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (f) if requested or required to do
so in connection with any litigation or similar proceeding, (g) which has been
publicly disclosed other than in breach of this Section 13.16, (h) to the
National Association of Insurance Commissioners or any similar organization or
any nationally recognized rating agency that requires access to information
about a Lender's investment portfolio in connection with ratings issued with
respect to such Lender or (i) in connection with the exercise of any remedy
hereunder or under any other Loan Document.

             13.17 RELEASE OF COLLATERAL. Upon the sale, lease, transfer or
other disposition of any item of Collateral of any Loan Party (including,
without limitation, the Canberra Sale) in accordance with the terms of the Loan
Documents, the Administrative Agent will, at such Loan Party's expense, execute
and deliver to such Loan Party such documents (without recourse and without any
representation or warranty) as such Loan Party may reasonably request to
evidence the release of such item of Collateral from the assignment and security
interest granted under the Security Documents in accordance with the terms of
the Loan Documents.


                                       97
<PAGE>

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

                                    PACKARD BIOSCIENCE COMPANY


                                    By: /s/ Ben D. Kaplan
                                        --------------------------------
                                        Name:  Ben D. Kaplan
                                        Title: V.P. & CFO


                                    BANK OF AMERICA, N.A.,
                                    as Administrative Agent and a Lender


                                    By: /s/ Heidi-Anne Sandquist
                                        --------------------------------
                                        Name:  Heidi-Anne Sandquist
                                        Title: Vice President


                                    BANC OF AMERICA SECURITIES LLC,
                                    as  Lead Arranger and Book Manager


                                    By: /s/ Heidi-Anne Sandquist
                                        --------------------------------
                                        Name:  Heidi-Anne Sandquist
                                        Title: Vice President


                                    FLEET NATIONAL BANK,
                                    as  Syndication Agent and a Lender


                                    By: /s/ K. E. Burke
                                        --------------------------------
                                        Name:  K. E. Burke
                                        Title: Vice President


                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                    as Documentation Agent
                                    and a Lender


                                    By: /s/ Peggy Erlenkotter
                                        --------------------------------
                                        Name:  Peggy Erlenkotter
                                        Title: Duly Authorized Signatory


<PAGE>


                                    CITIZEN'S BANK OF CONNECTICUT,
                                    as a Lender


                                    By: /s/ Karen F. Booth
                                        --------------------------------
                                        Name:  Karen F. Booth
                                        Title: Vice President


                                    PEOPLE'S BANK, as a Lender


                                    By: /s/ Robert L. Massaco
                                        --------------------------------
                                        Name:  Robert L. Massaco
                                        Title: Vice President


                                    WEBSTER BANK, as a Lender


                                    By: /s/ Stephen Festa
                                        --------------------------------
                                        Name:  Stephen Festa
                                        Title: Vice President










<PAGE>



                                                                         Annex A


                                  PRICING GRID



<TABLE>
<CAPTION>

================================================================================
Consolidated Leverage   Applicable Margin    Applicable Margin   Commitment Fee
        Ratio         for Eurodollar Loans  for Base Rate Loans       Rate
--------------------------------------------------------------------------------
<S>                          <C>                 <C>                <C>
Greater than or equal
to 3.50:1.00                  2.75%              1.75%              0.500%
--------------------------------------------------------------------------------
Greater than or equal
to 3.00:1.00, but
less than 3.50:1.00          2.250%              1.250%             0.500%
--------------------------------------------------------------------------------
Greater than or equal
to 2.00:1.00, but
less than 3.00:1.00          1.750%              0.750%             0.500%
--------------------------------------------------------------------------------
Less than 2.00:1.00          1.250%              0.250%             0.375%
================================================================================
</TABLE>


Changes in the Applicable Margin or in the Commitment Fee Rate resulting from
changes in the Consolidated Leverage Ratio shall become effective on the date
(the "ADJUSTMENT DATE") on which financial statements are received by the
Administrative Agent pursuant to Section 8.1(a)(i) or 8.1(b) (but in any event
not later than the 45th day after the end of each of the first three quarterly
periods of each fiscal year or the 90th day after the end of each fiscal year,
as the case may be) and shall remain in effect until the next change to be
effected pursuant to this paragraph. If any financial statements referred to
above are not delivered within the time periods specified above, then, until
such financial statements are delivered, the Consolidated Leverage Ratio as at
the end of the fiscal period that would have been covered thereby shall for the
purposes of this definition be deemed to be greater than 3.50 to 1.00. Each
determination of the Consolidated Leverage Ratio pursuant to this definition
shall be made with respect to the period of four consecutive fiscal quarters of
Packard ending at the end of the period covered by the relevant financial
statements.



<PAGE>

                                                                   Schedule 1.1A

                          REVOLVING CREDIT COMMITMENTS

<TABLE>
<CAPTION>

      Lender                      Revolving Credit Commitment       % of Total
      ------                      ---------------------------       ----------

<S>                                       <C>                           <C>
Bank of America                           $20,000,000                   20%

Fleet National Bank                       $20,000,000                   20%

General Electric Capital Corporation      $20,000,000                   20%

Citizen's Bank of Connecticut             $20,000,000                   20%

People's Bank                             $10,000,000                   10%

Webster Bank                              $10,000,000                   10%
                                          -----------                   ---

                        Total            $100,000,000                  100%
</TABLE>