<PAGE>


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

                  AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

                                      AMONG

                         L-3 COMMUNICATIONS CORPORATION,
                             A DELAWARE CORPORATION,
                                  AS BORROWER,


                        FROM TIME TO TIME PARTIES HERETO,

          THE CERTAIN FINANCIAL INSTITUTIONS NAMED AS CO-AGENTS HEREIN,

                         BANC OF AMERICA SECURITIES LLC

                                       AND

                          LEHMAN COMMERCIAL PAPER INC.,
                                  AS ARRANGERS,

                             BANK OF AMERICA, N.A. ,
                             AS ADMINISTRATIVE AGENT

                                       AND

                          LEHMAN COMMERCIAL PAPER INC.,
                  AS DOCUMENTATION AGENT AND SYNDICATION AGENT

                           DATED AS OF APRIL 24, 2000

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

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                                TABLE OF CONTENTS
                                -----------------

<TABLE>
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                                                                                                                Page
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<S>                                                                                                              <C>
Section 1.        DEFINITIONS.....................................................................................1

   1.1            Defined Terms...................................................................................1
   1.2            Other Definitional Provisions..................................................................25
   1.3            Interrelationship with Original Credit Agreement...............................................25
   1.4            Confirmation of Existing Obligations...........................................................26

Section 2.        AMOUNT AND TERMS OF COMMITMENTS AND LOANS......................................................26

   2.1            Commitments....................................................................................26
   2.2            Procedure for Borrowing........................................................................27
   2.3            Commitment Fee.................................................................................28
   2.4            Termination or Reduction of Revolving 364 Day Commitments......................................28
   2.5            Extension of Revolving 364 Day Termination Date; Conversion Option; Repayment of Loans;
                  Evidence of Debt...............................................................................28
   2.6            Optional Prepayments; Mandatory Prepayments and Reduction of Commitments.......................31
   2.7            Conversion and Continuation Options............................................................34
   2.8            Minimum Amounts and Maximum Number of Tranches.................................................34
   2.9            Interest Rates and Payment Dates...............................................................35
   2.10           Computation of Interest and Fees...............................................................35
   2.11           Inability to Determine Interest Rate...........................................................36
   2.12           Pro Rata Treatment and Payments................................................................36
   2.13           Illegality.....................................................................................38
   2.14           Requirements of Law............................................................................38
   2.15           Taxes..........................................................................................40
   2.16           Indemnity......................................................................................42
   2.17           Replacement of Lenders.........................................................................43
   2.18           Certain Fees...................................................................................44
   2.19           Certain Rules Relating to the Payment of Additional Amounts....................................44

Section 3.        LETTERS OF CREDIT..............................................................................44

   3.1            L/C Commitment.................................................................................44
   3.2            Procedure for Issuance of Letters of Credit....................................................45
   3.3            Fees, Commissions and Other Charges............................................................46
   3.4            L/C Participation..............................................................................46
   3.5            Reimbursement Obligation of the Borrower.......................................................47
   3.6            Obligations Absolute...........................................................................48
   3.7            Letter of Credit Payments......................................................................49
   3.8            Application....................................................................................49
   3.9            Determination of Exchange Rate.................................................................49

Section 4.        REPRESENTATIONS AND WARRANTIES.................................................................49

   4.1            Financial Condition............................................................................49
   4.2            No Change......................................................................................50
   4.3            Corporate Existence; Compliance with Law.......................................................50
   4.4            Corporate Power; Authorization; Enforceable Obligations........................................50
   4.5            No Legal Bar...................................................................................51

                                       i

<PAGE>

   4.6            No Material Litigation.........................................................................51
   4.7            No Default.....................................................................................51
   4.8            Ownership of Property; Liens...................................................................51
   4.9            Intellectual Property..........................................................................51
   4.10           Taxes..........................................................................................52
   4.11           Federal Regulations............................................................................52
   4.12           ERISA..........................................................................................52
   4.13           Investment Company Act; Other Regulations......................................................53
   4.14           Subsidiaries...................................................................................53
   4.15           Purpose of Loans...............................................................................53
   4.16           Environmental Matters..........................................................................53
   4.17           Collateral Documents...........................................................................54
   4.18           Accuracy and Completeness of Information.......................................................54
   4.19           Labor Matters..................................................................................55

Section 5.        CONDITIONS PRECEDENT...........................................................................55

   5.1            Conditions to Initial Loans....................................................................55
   5.2            Conditions to Each Extension of Credit.........................................................58

Section 6.        AFFIRMATIVE COVENANTS..........................................................................58

   6.1            SEC Filings....................................................................................58
   6.2            Certificates; Other Information................................................................59
   6.3            Payment of Obligations.........................................................................60
   6.4            Conduct of Business; Maintenance of Existence and Property; Compliance with Law................60
   6.5            Insurance......................................................................................60
   6.6            Inspection of Property; Books and Records; Discussions.........................................60
   6.7            Notices........................................................................................60
   6.8            Environmental Laws.............................................................................61
   6.9            Further Assurances.............................................................................62
   6.10           Additional Collateral..........................................................................62
   6.11           [Intentionally Omitted.].......................................................................63
   6.12           Foreign Jurisdictions..........................................................................63
   6.13           Government Contracts...........................................................................63
   6.14           Lien Searches..................................................................................63

Section 7.        NEGATIVE COVENANTS.............................................................................63

   7.1            Financial Condition Covenants..................................................................63
   7.2            Limitation on Indebtedness.....................................................................64
   7.3            Limitation on Liens............................................................................65
   7.4            Limitation on Guarantee Obligations............................................................67
   7.5            Limitation on Fundamental Changes..............................................................68
   7.6            Limitation on Sale of Assets...................................................................68
   7.7            Limitation on Dividends........................................................................69
   7.8            Limitation on Capital Expenditures.............................................................69
   7.9            Limitation on Investments, Loans and Advances..................................................70
   7.10           Limitation on Optional Payments and Modifications of Instruments and Agreements................71
   7.11           Limitation on Transactions with Affiliates.....................................................72
   7.12           Limitation on Sales and Leasebacks.............................................................72
   7.13           Limitation on Changes in Fiscal Year...........................................................72
   7.14           Limitation on Negative Pledge Clauses..........................................................72
   7.15           Limitation on Lines of Business................................................................73
   7.16           Designated Senior Debt.........................................................................73

                                       ii
<PAGE>

Section 8.        EVENTS OF DEFAULT..............................................................................73

Section 9.        THE AGENTS; THE ARRANGERS......................................................................76

   9.1            Appointment....................................................................................76
   9.2            Delegation of Duties...........................................................................77
   9.3            Exculpatory Provisions.........................................................................77
   9.4            Reliance by Agents.............................................................................77
   9.5            Notice of Default..............................................................................77
   9.6            Non-Reliance on Agents and Other Lenders.......................................................78
   9.7            Indemnification................................................................................78
   9.8            Agents, in Their Individual Capacities.........................................................79
   9.9            Successor Administrative Agent, Syndication Agent and Documentation Agent......................79
   9.10           The Arrangers and the Co-Agents................................................................79

Section 10.       MISCELLANEOUS..................................................................................80

   10.1           Amendments and Waivers.........................................................................80
   10.2           Notices........................................................................................81
   10.3           No Waiver; Cumulative Remedies.................................................................83
   10.4           Survival of Representations and Warranties.....................................................83
   10.5           Payment of Expenses and Taxes..................................................................84
   10.6           Successors and Assigns; Participation and Assignments..........................................85
   10.7           Adjustments; Set-off...........................................................................88
   10.8           Counterparts...................................................................................89
   10.9           Severability...................................................................................89
   10.10          Integration....................................................................................89
   10.11          GOVERNING LAW..................................................................................89
   10.12          SUBMISSION TO JURISDICTION; WAIVERS............................................................89
   10.13          Acknowledgments................................................................................90
   10.14          WAIVERS OF JURY TRIAL..........................................................................90
   10.15          Confidentiality................................................................................90
   10.16          Conversion of Currencies.......................................................................91
   10.17          Year 2000......................................................................................91
   10.18          Existing Agreements Superseded.................................................................92

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                                       iii
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EXHIBITS
--------

Exhibit A-1                Form of Revolving 364 Day Note
Exhibit A-2                Form of Term Note
Exhibit B-1                Form of Parent Guarantee
Exhibit B-2                Form of Subsidiary Guarantee
Exhibit B-3                Form of Parent Pledge Agreement
Exhibit B-4A               Form of Borrower Pledge Agreement
Exhibit B-4B               Form of Charge Over Shares
Exhibit B-5                Form of Subsidiary Pledge Agreement
Exhibit C-1                Form of Legal Opinion of Simpson Thacher and Bartlett
Exhibit C-2                Form of Internal Counsel Opinion
Exhibit D                  Form of Borrowing Certificate
Exhibit E                  Form of Certificate of Non U.S. Lender
Exhibit F                  Form of Assignment and Acceptance

SCHEDULES

Schedule I                 Lenders and Commitments
Schedule II                Pricing Grid
Schedule III               Transaction Documents
Schedule 4.4               Required Consents
Schedule 4.5               No Legal Bar
Schedule 4.6               Material Litigation
Schedule 4.9               Intellectual Property Claims
Schedule 4.10              Taxes
Schedule 4.14              Subsidiaries
Schedule 7.2(f)            Existing Indebtedness
Schedule 7.3(f)            Existing Liens
Schedule 7.4               Existing Guarantee Obligations
Schedule 7.9(c)            Officers
Schedule 7.9(g)            Existing Investments
Schedule 7.9(k)            Approved Investments


                                       iv

<PAGE>


         THIS AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT, dated as of April
24, 2000, is among L-3 Communications Corporation, a Delaware corporation (the
"Borrower") which is wholly owned by L-3 Communications Holdings, Inc., a
Delaware corporation ("Holdings"), the several banks and other financial
institutions or entities from time to time parties hereto (the "Lenders"), Banc
of America Securities LLC (f/k/a BancAmerica Robertson Stephens) and Lehman
Commercial Paper Inc. ("LCPI") as arrangers (each, in such capacity, an
"Arranger" and together, the "Arrangers"), Bank of America, N.A. (f/k/a Bank of
America National Trust & Savings Association) ("BOA"), as administrative agent
for the Agents (as defined below) and the Lenders (in such capacity, the
"Administrative Agent"), LCPI, as syndication agent and documentation agent (in
such capacity, the "Syndication Agent" and the "Documentation Agent"), and
certain financial institutions named as Co-Agents AMENDS AND RESTATES IN FULL
the 364 Day Credit Agreement, dated August 13, 1998 (as amended, supplemented
and/or modified from time to time prior to the date hereof, the "Original Credit
Agreement"), among the Borrower, the lenders party thereto from time to time
(the "Original Lenders"), the Arrangers, the Syndication Agent, Documentation
Agent, the Administrative Agent and certain financial institutions named as
co-agents; this amendment and restatement of the Original Credit Agreement, as
amended, supplemented, restated or otherwise modified from time to time, is
hereinafter referred to as this "Agreement" or the "Credit Agreement").

         WHEREAS, the Borrower has requested that the Original Credit Agreement
be amended and restated in full as set forth herein.

         NOW, THEREFORE, the parties hereto hereby agree to amend and restate
the Original Credit Agreement as follows:

                             SECTION 1. DEFINITIONS

         1.1 Defined Terms. As used in this Agreement, the following terms shall
have the following meanings:

         "Acquired Business": a company or business unit acquired by the
     Borrower or any of its Subsidiaries, provided that the Borrower has
     delivered to the Administrative Agent historical financial statements of
     such company or business unit prepared in accordance with GAAP.

         "Adjustment Date": the fifth day following the receipt by the
     Administrative Agent of the financial statements for the most recently
     completed fiscal period furnished pursuant to subsection 6.1 and the
     compliance certificate with respect to such financial statements furnished
     pursuant to subsection 6.2(c).

         "Administrative Agent": BOA, or following the resignation of BOA as
     Administrative Agent, any other Lender which may be appointed as
     Administrative Agent pursuant to subsection 9.9.

         "Affected Class": as defined in subsection 10.1.

         "Affected Lender": as defined in subsection 10.7.

<PAGE>

         "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 10% or more of
     the securities having ordinary voting power for the election of directors
     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 Syndication Agent, the
     Documentation Agent and the Administrative Agent.

         "Aggregate Outstanding Extensions of Credit": as to any Lender with
     respect to any Type of Loan at any time, an amount equal to the sum of (a)
     the aggregate principal amount of all Loans of such Type made by such
     Lender then outstanding and (b) such Lender's Commitment Percentage of the
     L/C Obligations then outstanding.

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

         "Agreement Currency": as defined in subsection 10.16(b).

         "Alternative Currency": any currency which as of the time of any
     issuance or renewal, as applicable, of a Foreign L/C is freely tradable and
     convertible into Dollars and has been approved as an "Alternative Currency"
     for the purposes of this Agreement by the Issuing Lender.

         "Applicable Converted Commitment": as defined in subsection 2.5(b).

         "Applicable Creditor": as defined in subsection 10.16(b).

         "Applicable Holdback": as defined in subsection 2.6(b)(ii).

         "Applicable Issuing Lender": an Issuing Lender as to which any proposed
     Assignee under subsection 10.6 shall become an L/C Participant upon giving
     effect to the relevant Assignment and Acceptance.

         "Applicable Margin": at any time, the percentages set forth on Schedule
     II under the relevant column heading opposite the level of the Debt Ratio
     most recently determined; provided that (a) except as expressly set forth
     in Schedule II, the Applicable Margins determined for any Adjustment Date
     shall remain in effect until a subsequent Adjustment Date for which the
     Debt Ratio falls within a different level and (b) if the financial
     statements and related compliance certificate for any fiscal period are not
     delivered by the date due pursuant to subsections 6.1 and 6.2, the
     Applicable Margins shall be (i) for the first 35 days subsequent to such
     due date, the Applicable Margin in effect prior to such due date and (ii)
     thereafter, those set forth opposite a Debt Ratio captioned "greater than
     or equal to 4.75," in either case, until the date of delivery of such
     financial statements and compliance certificate.


                                       2
<PAGE>

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

         "Asset Sale": any sale, sale-leaseback, or other disposition by any
     Person or any Subsidiary thereof of any of its property or assets,
     including the stock of any Subsidiary of such Person, except sales and
     dispositions permitted by subsection 7.6 other than subsection 7.6(b) or
     (e).

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

         "Attributable Debt": in respect of a sale and leaseback transaction
     means, at the time of determination, the present value (discounted at the
     rate of interest implicit in such transaction, determined in accordance
     with GAAP) of the obligation of the lessee for net rental payments during
     the remaining term of the lease included in such sale and leaseback
     transaction (including any period for which such lease has been extended or
     may, at the option of the lessor, be extended).

         "Available Commitment": as to any Lender and any Type of Loan, at any
     time, an amount equal to the excess, if any, of (a) such Lender's
     Commitment with respect to such Type of Loan over (b) such Lender's
     Aggregate Outstanding Extensions of Credit with respect to such Type of
     Loan.

         "Base Rate": for any day, the higher of: (a) 0.50% per annum above the
     latest Federal Funds Rate; and (b) the rate of interest in effect for such
     day as publicly announced from time to time by BOA in San Francisco,
     California, as its "reference rate." (The "reference rate" is a rate set by
     BOA based upon various factors including BOA'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.)

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

         "BOA": as defined in the recitals to this Agreement.

         "Borrower Pledge Agreement": the Second Amended and Restated Borrower
     Pledge Agreement substantially in the form of Exhibit B-4A, to be executed
     and delivered by the Borrower, as the same may be amended, supplemented or
     otherwise modified.

         "Borrowing Date": any Business Day specified in a notice pursuant to
     subsection 2.2 as a date on which the Borrower requests the Lenders to make
     Loans hereunder.

         "Business": as defined in subsection 4.16.


                                       3
<PAGE>

         "Business Day": a day other than a Saturday, Sunday or other day on
     which commercial banks in New York City or San Francisco, California are
     authorized or required by law to close and, if the applicable Business Day
     relates to Eurodollar Loans or Foreign L/Cs, any day on which dealings are
     carried on in the applicable London interbank market.

         "Calculation Date": with respect to each Foreign L/C, during the period
     that such Foreign L/C is outstanding (or the Reimbursement Obligation in
     connection therewith has not been fully satisfied) (i) the last Business
     Day of a fiscal month, (ii) the date on which such Letter of Credit is to
     be issued or renewed by the Issuing Lender, (iii) the date on which any
     draft presented under such Letter of Credit is paid by the Issuing Lender,
     (iv) such other dates as the Borrower may reasonably request from time to
     time, and (v) such other dates as the Issuing Lender or the Administrative
     Agent may select from time to time, provided that the Borrower receives
     prompt notice thereof.

         "Capital Expenditures" for any fiscal period, the aggregate of all
     expenditures that, in conformity with GAAP (but excluding capitalized
     interest), are or are required to be included as additions during such
     period to property, plant or equipment reflected on the consolidated
     balance sheet of the Borrower and its Subsidiaries, excluding the
     expenditures relating to the Transaction.

         "Capital Lease Obligations": of any Person as of the date of
     determination, the aggregate liability of such Person under Financing
     Leases reflected on a balance sheet of such Person under GAAP.

         "Capital Partners": Lehman Brothers Capital Partners III, L.P.

         "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 or options to purchase any of the foregoing.

         "Cash Equivalents": (a) securities with maturities of one year or less
     from the date of acquisition issued or fully guaranteed or insured by the
     United States Government or any agency thereof, (b) certificates of deposit
     and time deposits with maturities of one year or less from the date of
     acquisition and overnight bank deposits of any Lender or of any commercial
     bank having capital and surplus in excess of $500,000,000, (c) repurchase
     obligations of any Lender or of any commercial bank satisfying the
     requirements of clause (b) of this definition, having a term of not more
     than 90 days with respect to securities issued or fully guaranteed or
     insured by the United States Government, (d) commercial paper of a domestic
     issuer rated at least A-2 by Standard and Poor's Ratings Group ("S&P") or
     P-2 by Moody's Investors Service, Inc. ("Moody's"), or carrying an
     equivalent rating by a nationally recognized rating agency if both of S&P
     and Moody's cease publishing ratings of investments, (e) securities with
     maturities of one year or less from the date of acquisition issued or fully
     guaranteed by any state, commonwealth or territory of the United States, by
     any political subdivision or

                                       4
<PAGE>

     taxing authority of any such state, commonwealth or territory or by any
     foreign government, the securities of which state, commonwealth, territory,
     political subdivision, taxing authority or foreign government (as the case
     may be) are rated at least A by S&P or A by Moody's, (f) securities with
     maturities of one year or less from the date of acquisition backed by
     standby letters of credit issued by any Lender or any commercial bank
     satisfying the requirements of clause (b) of this definition or (g) shares
     of money market mutual or similar funds which invest exclusively in assets
     satisfying the requirements of clauses (a) through (f) of this definition.

         "Change of Control": the occurrence of any of the following events:

            (i) the Principals and their Related Parties, as a whole, shall at
     any time cease to own, directly or indirectly, 51% of the Voting Stock of
     Holdings (measured by voting power rather than number of shares),
     determined on a fully diluted basis, and any "person" (as such term is
     defined in Section 13(d)(3) of the Exchange Act) other than the Principals
     and their Related Parties shall become the "beneficial owner" (as such term
     is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly
     or indirectly, of more than 25% of the Voting Stock of Holdings (measured
     by voting power rather than number of shares);

            (ii) a majority of the members of the Board of Directors of Holdings
     fail to be (a) members of the Board of Directors incumbent as of the
     Closing Date, or (b) members nominated by the members of the Board of
     Directors incumbent on the Closing Date, or (c) members appointed by
     members of the Board nominated under clause (a) or (b);

            (iii) Holdings shall, at any time, cease to own 100% of the Capital
     Stock of the Borrower; or

            (iv) a "Change of Control" shall have occurred under the Indenture,
     the New Subordinated Debt Indenture or the December 1998 Subordinated Debt
     Indenture..

         "Charge Over Shares": the Amended and Restated Charge Over Shares
     substantially in the form of Exhibit B-4B, to be executed and delivered by
     the Borrower, as the same may be amended, supplemented or otherwise
     modified.

         "Class": (i) Lenders having Loan Exposure (taken together as a single
     class), (ii) Facility A Lenders having Facility A Loan Exposure (taken
     together as a single class) and (iii) Facility C Lenders having Facility C
     Loan Exposure (taken together as a single class).

         "Closing Date": the date on which the conditions precedent set forth in
     subsection 5.1 are satisfied.

                                       5
<PAGE>

         "Co-Agents": collectively, Fleet National Bank, The Bank of New York,
     The Bank of Nova Scotia, Credit Lyonnais, Bank One, N.A., First Union
     Commercial Corporation, HSBC Bank USA, and Societe Generale.

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

         "Collateral": all assets of the Credit Parties, now owned or
     hereinafter acquired, upon which a Lien is purported to be created by any
     Pledge Agreement.

         "Commitment": as to any Lender, such Lender's Revolving 364 Day
     Commitment and, subject to satisfaction of the conditions precedent in
     subsection 2.5(b) hereto, Term Loan Commitment.

         "Commitment Fee Rate": at any time, the applicable rates per annum on
     Schedule II under the relevant column heading for the Revolving 364 Day
     Facility set forth opposite the level of the Debt Ratio most recently
     determined; provided that (a) except as expressly set forth in Schedule II,
     the Commitment Fee Rate determined for any Adjustment Date shall remain in
     effect until a subsequent Adjustment Date for which the Debt Ratio falls
     within a different level and (b) if the financial statements and related
     compliance certificate for any fiscal period are not delivered by the date
     due pursuant to subsections 6.1 and 6.2, the Commitment Fee Rate shall be
     (i) for the first 35 days subsequent to such due date, the Commitment Fee
     Rate in effect prior to such due date and (ii) thereafter, that set forth
     opposite a Debt Ratio captioned "greater than or equal to 4.75," in either
     case, until the date of delivery of such financial statements and
     compliance certificate.

         "Commitment Percentage": as to the Commitment of any Lender with
     respect to any Type of Loan at any time, the percentage which the
     Commitment of such Lender with respect to such Type of Loan then
     constitutes of the aggregate Commitments with respect to such Type of Loan
     (or, at any time after such Commitments shall have expired or terminated,
     the percentage which the aggregate amount of the Aggregate Outstanding
     Extensions of Credit of such Lender with respect to such Type of Loan
     constitutes of the aggregate amount of the Aggregate Outstanding Extensions
     of Credit of all Lenders with respect to such Type of Loan).

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

         "Consolidated EBITDA": as of the last day of any fiscal quarter,
     Consolidated Net Income of the Borrower, its Subsidiaries and, without
     duplication, the Acquired Businesses (excluding, without duplication, (x)
     extraordinary gains and losses in accordance with GAAP, (y) gains and
     losses in connection with asset dispositions whether or not constituting
     extraordinary gains and losses and (z) gains or losses on discontinued
     operations) for the four fiscal quarters ended on such date, plus (i)


                                       6
<PAGE>

     Consolidated Interest Expense of the Borrower, its Subsidiaries and,
     without duplication, the Acquired Businesses for such period, plus (ii) to
     the extent deducted in computing such Consolidated Net Income of the
     Borrower, its Subsidiaries and, without duplication, the Acquired
     Businesses, the sum of income taxes, depreciation and amortization for such
     period.

         "Consolidated Cash Interest Expense": as of the last day of any fiscal
     quarter, the amount of interest expense, paid in cash, of the Borrower and
     its Subsidiaries for the four fiscal quarters ended on such date,
     determined on a consolidated basis in accordance with GAAP for such period.

         "Consolidated Interest Expense": for any Person, as of the last day of
     any fiscal quarter, the amount of interest expense of such Person for the
     four fiscal quarters ended on such date, determined on a consolidated basis
     in accordance with GAAP for such period.

         "Consolidated Net Income": for any Person and for any fiscal period,
     net income of such Person, determined on a consolidated basis in accordance
     with GAAP.

         "Consolidated Total Assets": at any date, all assets of the Borrower
     and its Subsidiaries as determined according to the consolidated balance
     sheet contained in the SEC filing most recently delivered pursuant to
     subsection 6.1 or, if no such SEC filing has yet been delivered, the
     balance sheet referred to in subsection 4.1(a)(ii).

         "Consolidated Total Debt": at any date, all Indebtedness of the
     Borrower and its Subsidiaries outstanding on such date for borrowed money
     or the deferred purchase price of property, including, without limitation,
     in respect of Financing Leases but excluding Indebtedness permitted
     pursuant to subsection 7.2(g).

         "Consolidated Working Capital": at any date, the excess of (a) the sum
     of all amounts (other than cash and Cash Equivalents) that would, in
     accordance with GAAP, be set forth opposite the caption "total current
     assets" (or any like caption) on a consolidated balance sheet of the
     Borrower and its Subsidiaries at such date over (b) the sum of all amounts
     that would, in accordance with GAAP, be set forth opposite the caption
     "total current liabilities" (or any like caption) on a consolidated balance
     sheet of the Borrower and its Subsidiaries on such date (excluding, to the
     extent it would otherwise be included under current liabilities, any
     short-term Consolidated Total Debt and the current portion of any long-term
     Consolidated Total Debt).

         "Constitutional Documents": as to any Person, the articles or
     certificate of incorporation and by-laws, partnership agreement or other
     organizational documents of such Person.

         "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.

                                       7
<PAGE>

         "Conversion Option": as defined in subsection 2.5(b).

         "Credit Documents": this Agreement, the Notes, the Applications, the
     Guarantees and the Pledge Agreements.

         "Credit Parties": the Borrower, Holdings, and each Subsidiary of the
     Borrower which is a party to a Credit Document.

         "December 1998 Subordinated Debt Documents": the December 1998
     Subordinated Notes, the December 1998 Subordinated Notes Indenture, the
     Underwriting Agreement related thereto among Borrower, its domestic
     Subsidiaries, Lehman Brothers Inc., BancAmerica Robertson Stephens (n/k/a
     Banc of America Securities LLC) and any other documents or agreements
     executed in connection therewith.

         "December 1998 Subordinated Debt Indenture": the Indenture between the
     Borrower and the Bank of New York, as trustee, pursuant to which the
     December 1998 Subordinated Notes were issued.

         "December 1998 Subordinated Notes": the Borrower's Senior Subordinated
     Notes, due December 1, 2008 ("Initial December 1998 Subordinated Notes")
     issued on or about the December 8, 1998 and any notes, having the same
     terms as the Initial December 1998 Subordinated Notes, issued in exchange
     for the Initial December 1998 Subordinated Notes as contemplated by the
     documents governing the issuance of the Initial December 1998 Subordinated
     Notes.

         "Debt Ratio": as at the last day of any fiscal quarter, the ratio of
     (a) Consolidated Total Debt minus Designated Cash Balances on such date to
     (b) Consolidated EBITDA.

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

         "Designated Cash Balances": at any time, the lesser of (a) actual
     unrestricted cash balances on hand of Borrower and its Subsidiaries which
     are not subject to any Liens in favor of any Person (other than those
     described in subsection 7.3(o) hereof) and (b) $50,000,000.

         "Dollar Equivalent": at any time, (a) as to any amount denominated in
     Dollars, the amount thereof at such time, and (b) as to any amount
     denominated in an Alternative Currency, the equivalent amount in Dollars as
     determined on the basis of the Exchange Rate for the purchase of Dollars
     with such Alternative Currency as of the most recent Calculation Date.

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

         "Domestic L/C": a Letter of Credit denominated in Dollars.


                                       8
<PAGE>

         "Dow Jones Page 3750": the display designated as page "3750" on the Dow
     Jones Market Service (formerly known as the Telerate Service) or such other
     page as may replace the "3750" page on that service or such other service
     or services as may be nominated by the British Bankers' Association for the
     purpose of displaying London interbank offered rates for Dollar deposits.

         "Environmental Laws": any and all laws, rules, orders, regulations,
     statutes, ordinances, codes, decrees, or other legally enforceable
     requirement (including, without limitation, common law) of any foreign
     government, the United States, or any state, local, municipal or other
     governmental authority, regulating, relating to or imposing liability or
     standards of conduct concerning protection of the environment or of human
     health as affected by the environment as has been, is now, or may at any
     time hereafter be, in effect, including, but not limited to, the
     Comprehensive Environmental Response, Compensation and Liability Act of
     1980, as amended, 42 U.S.C. (Sections) 9601 et seq.; the Toxic Substance
     Control Act, 15 U.S.C. (Sections) 9601 et seq.; the Hazardous Materials
     Transportation Act, 49 U.S.C. (Sections) 1802 et seq.; the Resource
     Conservation and Recovery Act, 42 U.S.C. (Sections) 6901 et seq.; the Clean
     Water Act; 33 U.S.C. (Sections) 1251 et seq.; the Clean Air Act, 42 U.S.C.
     (Sections) 7401 et seq.; or other similar federal and/or state
     environmental laws.

         "Environmental Permits": any and all permits, licenses, registrations,
     notifications, exemptions and any other authorization required under any
     applicable Environmental Law.

         "Equity Documents": the Stockholders Agreement, the Subscription
     Agreements and the Option Agreements.

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

         "Eurocurrency Reserve Requirements": means for any day for any Interest
     Period the maximum reserve percentage (expressed as a decimal, rounded
     upward to the next 1/100th of 1%) in effect on such day (whether or not
     applicable to any Lender) under regulations issued from time to time by the
     FRB for determining the maximum reserve requirement (including any
     emergency, supplemental or other marginal reserve requirement) with respect
     to Eurocurrency funding (currently referred to as "Eurocurrency
     liabilities").

         "Eurodollar Business Day": means any Business Day on which commercial
     banks are open in London for the transaction of international business,
     including dealings in Dollar deposits in the international interbank
     markets.

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

                                       9
<PAGE>

         "Eurodollar Rate": means, for any Interest Period, with respect to
     Eurodollar Loans comprising part of the same borrowing, the rate of
     interest per annum (rounded upward to the next 1/100th of 1%) determined by
     the Administrative Agent as follows:

                                         LIBOR
     Eurodollar Rate =    ---------------------------------------
                           1.00 - Eurodollar Reserve Percentage

         "Eurodollar Reserve Percentage": for any day for any Interest Period
     the maximum reserve percentage (expressed as a decimal, rounded upward to
     the next 1/100th of 1%) in effect on such day (whether or not applicable to
     any Lender) under regulations issued from time to time by the FRB for
     determining the maximum reserve requirement (including any emergency,
     supplemental or other marginal reserve requirement) with respect to
     Eurocurrency funding (currently referred to as "Eurocurrency liabilities").

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

         "Excess Cash Flow": for any fiscal year of the Borrower, the excess of
     (a) the sum, without duplication, of (i) Consolidated Net Income for the
     Borrower and its Subsidiaries for such fiscal year, (ii) the net decrease,
     if any, in Consolidated Working Capital during such fiscal year, (iii) to
     the extent deducted in computing such Consolidated Net Income for the
     Borrower and its Subsidiaries, non-cash interest expense, depreciation and
     amortization for such fiscal year, (iv) extraordinary non-cash losses
     during such fiscal year subtracted in the determination of Consolidated Net
     Income for the Borrower and its Subsidiaries for such fiscal year, (v)
     change in deferred tax liability of the Borrower for such fiscal year, (vi)
     non-cash losses in connection with asset dispositions whether or not
     constituting extraordinary losses and (vii) non-cash ordinary losses less
     (b) the sum, without duplication, of (i) the aggregate amount of permitted
     cash Capital Expenditures made by the Borrower and its Subsidiaries during
     such fiscal year, (ii) the net increase, if any, in Consolidated Working
     Capital during such fiscal year, (iii) the aggregate amount of payments of
     principal in respect of any Indebtedness not prohibited hereunder during
     such fiscal year (other than prepayments of (x) Revolving 364 Day Loans not
     accompanied by reductions of the Commitments hereunder, (y) Facility A
     Loans not accompanied by reductions of Facility A Commitments and/or (z)
     Facility C Loans not accompanied by reductions of Facility C Commitments),
     (iv) deferred income tax credit of the Borrower for such fiscal year, (v)
     extraordinary non-cash gains during such fiscal year added in the
     determination of Consolidated Net Income for the Borrower and its
     Subsidiaries for such fiscal year, (vi) non-cash gains in connection with
     asset dispositions whether or not constituting extraordinary gains and
     (vii) non-cash ordinary gains.

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

         "Exchange Rate": on any day, with respect to any Alternative Currency,
     the spot rate at which Dollars are offered on such day by the Issuing
     Lender in San Francisco,

                                       10
<PAGE>

     California (or such other location selected by the Issuing Lender) for such
     Alternative Currency.

         "Extending Lender": any Lender consenting to the Extension Option.

         "Extension Option": as defined in subsection 2.5(a).

         "Facility A Administrative Agent": the "Administrative Agent" as
     defined in the Facility A Credit Agreement.

         "Facility A Agents": the "Agents" as defined in the Facility A Credit
     Agreement.

         "Facility A Commitments": the "Commitments" as defined in the Facility
     A Credit Agreement.

         "Facility A Credit Agreement": that certain Second Amended and Restated
     Credit Agreement of even date herewith among the Borrower, the Facility A
     Lenders, BOA as administrative agent, LCPI as syndication agent and
     documentation agent, LCPI and Banc of America Securities LLC as arrangers
     and certain financial institutions named as co-agents, as the same may be
     amended, supplemented, restated or otherwise modified from time to time.

         "Facility A Credit Documents": the "Credit Documents" as defined in the
     Facility A Credit Agreement.

         "Facility A Eurodollar Tranche": "Eurodollar Tranche" as defined in the
     Facility A Credit Agreement.

         "Facility A L/C Obligations": the "L/C Obligations" as defined in the
     Facility A Credit Agreement.

         "Facility A Lenders": the "Lenders" as defined in the Facility A Credit
     Agreement.

         "Facility A Loan Exposure": the "Loan Exposure" as defined in the
     Facility A Credit Agreement.

         "Facility A Loans": the "Loans" as defined in the Facility A Credit
     Agreement.

         "Facility A Notes": the "Notes" as defined in the Facility A Credit
     Agreement.

         "Facility A Reimbursement Obligations": the "Reimbursement Obligations"
     as defined in the Facility A Credit Agreement.

         "Facility C Administrative Agent": the "Administrative Agent" as
     defined in the Facility C Credit Agreement.

                                       11
<PAGE>

         "Facility C Agents": the "Agents" as defined in the Facility C Credit
     Agreement.

         "Facility C Commitments": the "Commitments" as defined in the Facility
     C Credit Agreement.

         "Facility C Credit Agreement": that certain New 364 Day Credit
     Agreement of even date herewith among the Borrower, the Facility C Lenders,
     BOA as administrative agent, LCPI as syndication agent and documentation
     agent, LCPI and Banc of America Securities, LLC as arrangers and certain
     financial institutions named as co-agents, as the same may be amended,
     supplemented, restated or otherwise modified from time to time.

         "Facility C Credit Documents": the "Credit Documents" as defined in the
     Facility C Credit Agreement.

         "Facility C Eurodollar Tranche": "Eurodollar Tranche" as defined in the
     Facility C Credit Agreement.

         "Facility C Lenders": the "Lenders" as defined in the Facility C Credit
     Agreement.

         "Facility C Loan Exposure": the "Loan Exposure" as defined in the
     Facility C Credit Agreement.

         "Facility C Loans": the "Loans" as defined in the Facility C Credit
     Agreement.

         "Facility C Notes": the "Notes" as defined in the Facility C Credit
     Agreement.

         "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 FRB (including any such successor,
     "H.15(519)") for such day opposite the caption "Federal Funds (Effective)".
     If on any relevant day the appropriate rate for such previous day is not
     yet published in H.15(519), the rate for such day will be the arithmetic
     mean 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.

         "Financial L/C": a standby Letter of Credit not constituting a
     Performance L/C.

         "Financing Lease": any lease of property, real or personal, the
     obligations of the lessee in respect of which are required in accordance
     with GAAP to be capitalized on a balance sheet of the lessee.

         "Foreign L/C": a Letter of Credit denominated in an Alternative
     Currency.

         "Foreign L/C Obligations": at any time, an amount equal to the sum of
     (i) the Dollar Equivalent of the aggregate then undrawn and unexpired face
     amount of all then outstanding Foreign L/Cs and (ii) the Dollar Equivalent
     of the aggregate amount of all

                                       12
<PAGE>

     drawings under Foreign L/Cs which have not then been reimbursed pursuant to
     subsection 3.5.

         "Foreign Subsidiary": any Subsidiary which is organized under the laws
     of any jurisdiction outside the United States or under the laws of the U.S.
     Virgin Islands.

         "FRB": means the Board of Governors of the Federal Reserve System, and
     any governmental authority succeeding to any of its principal functions.

         "GAAP": generally accepted accounting principles in the United States
     of America in effect on the Closing Date.

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

         "Guarantee Obligation": as to any Person (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 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, reimbursement obligations under letters of
     credit and 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 the Borrower in good faith.

         "Guarantees": the Parent Guarantee and the Subsidiary Guarantee.


                                       13
<PAGE>

         "Immaterial Subsidiary": any Subsidiary of the Borrower having assets
     not exceeding five percent (5%) of the Consolidated Total Assets.

         "Indebtedness": of any Person at any date, (a) all indebtedness of such
     Person for borrowed money or for the deferred purchase price of property or
     services (other than current trade liabilities incurred in the ordinary
     course of business and payable in accordance with customary practices and
     accrued expenses incurred in the ordinary course of business), (b) any
     other indebtedness of such Person which is evidenced by a note, bond,
     debenture or similar instrument, (c) all obligations of such Person under
     Financing Leases, (d) all obligations of such Person in respect of
     acceptances issued or created for the account of such Person and all
     reimbursement and other obligations with respect to any letters of credit
     and surety bonds, whether or not matured or drawn, (e) all liabilities
     secured by any Lien on any property owned by such Person even though such
     Person has not assumed or otherwise become liable for the payment thereof
     and (f) all Attributable Debt of such Person with respect to sale and
     leaseback transactions of such Person.

         "Indenture": the Indenture between the Borrower and The Bank of New
     York, as trustee, pursuant to which the Subordinated Notes are issued.

         "Initial 1997 Credit Agreement": the Credit Agreement, dated as of
     April 30, 1997 among the Borrower, the lenders party thereto from time to
     time, Lehman Brothers Inc. as arranger, LCPI as syndication agent and
     documentation agent and BOA as administrative agent.

         "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.

         "Interest Payment Date": (a) as to any Base Rate Loan, the last
     Business Day of each March, June, September and December, (b) as to any
     Eurodollar Loan having an Interest Period of three months or less, the last
     Business Day of such Interest Period, and (c) as to any Eurodollar Loan
     having an interest period longer than three months, (i) each Business Day
     which is three months or a whole multiple thereof after the first day of
     such Interest Period and (ii) the last Business Day of such Interest
     Period.

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

            (a) 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, six or, if made available by the Administrative Agent and
     the Lenders, nine or twelve months thereafter, as selected by the Borrower
     in its notice of borrowing or notice of conversion, as the case may be,
     given with respect thereto;

                                       14
<PAGE>

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

            (c) solely for the purpose of permitting the Borrower to (i) convert
     Revolving 364 Day Loans into Term Loans on the Revolving 364 Day
     Termination Date pursuant to the exercise of the Conversion Option, (ii)
     repay Revolving 364 Day Loans owing to Nonconsenting Lenders on the
     Revolving 364 Day Termination Date in connection with the exercise of the
     Extension Option and (iii) fund any scheduled amortization payment pursuant
     to subsection 2.5(b) in respect of any Term Loans then outstanding, a
     period commencing on the last day of the preceding Interest Period
     applicable to such Eurodollar Loan and ending on a Business Day which is no
     less than seven (7) and no more than thirty (30) days thereafter, as
     selected by the Borrower by irrevocable notice to the Administrative Agent
     not less than three Business Days prior to the last day of the then current
     Interest Period with respect thereto.

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

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

            (ii) any Interest Period for any Loan that would otherwise extend
     beyond the applicable Termination Date shall end on the applicable
     Termination Date;

            (iii) any Interest Period pertaining to a Eurodollar Loan that
     begins on the last Business Day of a calendar month (or on a day for which
     there is no numerically corresponding day in the calendar month in which
     such Interest Period would otherwise be scheduled to end) shall end on the
     last Business Day of the appropriate calendar month; and

            (iv) no Interest Period with respect to any portion of any Type of
     Term Loan shall extend beyond a date on which the Borrower is required to
     make a scheduled payment of principal of Term Loans of such Type unless the
     sum of (a) the aggregate principal amount of Term Loans of such Type that
     are Base Rate Loans plus (b) the aggregate principal amount of Term Loans
     of such Type that are Eurodollar Rate Loans with Interest Periods expiring
     on or before such date equals or exceeds the principal amount required to
     be paid on Term Loans of such Type on such date.

                                       15
<PAGE>

         "Interest Rate Agreement": any interest rate swap agreement, interest
     rate cap agreement, interest rate collar agreement or other similar
     agreement or arrangement.

         "Interest Rate Agreement Obligations": the obligations of the Borrower
     or any of its Subsidiaries to make payments to counterparties under
     Interest Rate Agreements in the event of the occurrence of a termination
     event thereunder.

         "Issuing Lender": BOA, in its capacity as issuer of any Letter of
     Credit or, at the election of BOA, such other Lender or Lenders that agrees
     to act as Issuing Lender at the request of the Borrower, or upon
     resignation by BOA as an Issuing Lender at any time upon notice to the
     other parties to this Agreement, such other Lender or Lenders that agree to
     act as Issuing Lender at the request of the Borrower and to whom the
     Required Lenders consent in writing.

         "Judgment Currency": as defined in subsection 10.16 (b).

         "LCPI": as defined in the recitals to this Agreement.

         "L/C Fee Payment Date": the last Business Day of each March, June,
     September and December.

         "L/C Obligations": at any time, an amount equal to the sum of (a) the
     Dollar Equivalent of the aggregate then undrawn and unexpired amount of the
     then outstanding Letters of Credit and (b) the Dollar Equivalent of the
     aggregate amount of drawings under Letters of Credit which have not then
     been reimbursed pursuant to subsection 3.5.

         "L/C Participants": a collective reference to all the Revolving 364 Day
     Lenders other than the Applicable Issuing Lender.

         "Lender" and "Lenders": the persons identified as Lenders and listed on
     the signature pages of this Agreement (including the Issuing Lender),
     together with their successors and permitted assigns pursuant to subsection
     10.6; provided that the term "Lenders", when used in the context of a
     particular Commitment, shall mean Lenders having that Commitment.

         "Letters of Credit": as defined in subsection 3.1(a).

         "LIBOR": as to any Interest Period, the rate per annum determined on
     the basis of the rate for deposits in Dollars for a period equal to such
     Interest Period commencing on the first day of such Interest Period quoted
     on the second Eurodollar Business Day prior to the first day of such
     Interest Period, as such rate appears on the Dow Jones Page 3750 as of
     11:00 A.M. (London time) on such date, as determined by the Administrative
     Agent and notified to the Lenders and the Borrower on such second prior
     Eurodollar Business Day. If LIBOR cannot be determined based on the Dow
     Jones Page 3750, LIBOR means the rate per annum, as supplied to the
     Administrative Agent, quoted by BOA's London Branch to prime banks in the
     London interbank market for deposits in Dollars at

                                       16
<PAGE>

     approximately 11:00 A.M. (London time) two Eurodollar Business Days prior
     to the first day of such Interest Period in an amount approximately equal
     to the principal amount of the Loans to which such Interest Period is to
     apply and for a period of time comparable to such Interest Period.

         "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 Financing Lease having substantially the same economic effect as
     any of the foregoing).

         "Loan": any loan made by any Lender pursuant to this Agreement.

         "Loan Account": as defined in subsection 2.5(g).

         "Loan Exposure": with respect to any Lender as of any date of
     determination, (i) if there are no outstanding Letters of Credit or
     Revolving 364 Day Loans, that Lender's Revolving 364 Day Commitment, and
     (ii) otherwise, the sum of (a) the aggregate outstanding principal amount
     of the Revolving 364 Day Loans of that Lender plus (b) in the event that
     Lender is an Issuing Lender, the Dollar Equivalent of the aggregate stated
     or face amount in respect of all Letters of Credit issued by that Lender
     and outstanding (in each case net of any participations purchased by other
     Lenders in such Letters of Credit or any unreimbursed drawings thereunder)
     plus (c) in the event that Lender is a Term Lender, the outstanding
     principal amount of the Term Loans of that Lender plus (d) the Dollar
     Equivalent of the aggregate amount of all participations purchased by that
     Lender in any outstanding Letters of Credit or any unreimbursed drawings
     under any Letters of Credit.

         "Material Adverse Effect": a material adverse effect on (a) the
     business, assets, operations, property or condition (financial or
     otherwise) of Holdings and its Subsidiaries taken as a whole or (b) the
     validity or enforceability of this or any of the other Credit Documents or
     the rights or remedies of the Agents or the Lenders hereunder or
     thereunder.

         "Materials of Environmental Concern": any hazardous or toxic
     substances, materials or wastes, defined or regulated as such in or under,
     or that could give rise to liability under, any applicable Environmental
     Law, including, without limitation, asbestos, polychlorinated biphenyls,
     urea-formaldehyde insulation, gasoline or petroleum (including crude oil or
     any fraction thereof) or petroleum products.

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

         "Net Proceeds": the aggregate cash proceeds (including Cash
     Equivalents) received by Holdings or any of its Subsidiaries in respect of:

                                       17
<PAGE>

            (a) any issuance by Holdings or any of its Subsidiaries of
         Indebtedness after the Closing Date;

            (b) any Asset Sale; and

            (c) any cash payments received in respect of promissory notes or
         other evidences of indebtedness delivered to Holdings or such
         Subsidiary in respect of an Asset Sale;

         in each case net of (without duplication) (i), (A) in the case of an
         Asset Sale, the amount required to repay any Indebtedness (other than
         the Loans) secured by a Lien on any assets of Holdings or a Subsidiary
         of Holdings that are sold or otherwise disposed of in connection with
         such Asset Sale and (B) reasonable and appropriate amounts established
         by Holdings or such Subsidiary, as the case may be, as a reserve
         against liabilities associated with such Asset Sale and retained by
         Holdings or such Subsidiary, (ii) the reasonable expenses (including
         legal fees and brokers' and underwriters' commissions, lenders fees,
         credit enhancement fees, accountants' fees, investment banking fees,
         survey costs, title insurance premiums and other customary fees, in any
         case, paid to third parties or, to the extent permitted hereby,
         Affiliates) incurred in effecting such issuance or sale and (iii) any
         taxes reasonably attributable to such sale and reasonably estimated by
         Holdings or such Subsidiary to be actually payable.

         "New Investment Sublimit" shall mean, as of any date of determination
     thereof, an amount equal to (a) $650,000,000 plus (b) (i) Net Proceeds
     derived from Asset Sales during the immediately preceding twelve (12) month
     period and (ii) Net Proceeds from any Asset Sale that were reinvested
     within the twelve (12) month period following such Asset Sale for the
     purposes permitted in subsection 7.9(k) to the extent not included in
     subclause (i) of this clause (b) plus (c) net cash proceeds derived from
     the issuance of any equity securities of Holdings which are contributed to
     the Borrower as additional equity capital minus the amount of any Capital
     Expenditures funded in any fiscal year of the Borrower and its Subsidiaries
     which exceeds the amounts permitted during such fiscal year pursuant to
     subsection 7.8 hereof (without giving effect to the second proviso thereto
     referring to subsection 7.9(k)).

         "New Subordinated Debt Documents": the New Subordinated Notes, the New
     Subordinated Notes Indenture, the Underwriting Agreement dated as of May
     18, 1998 among Borrower, its domestic Subsidiaries, Lehman Brothers Inc.,
     and BancAmerica Robertson Stephens (n/k/a Banc of America Securities LLC)
     and any other documents or agreements executed in connection therewith.

         "New Subordinated Debt Indenture": the Indenture between the Borrower
     and the Bank of New York, as trustee, pursuant to which the New
     Subordinated Notes were issued.

                                       18
<PAGE>

         "New Subordinated Notes": the Borrower's 8 1/2% Senior Subordinated
     Notes, due 2008 ("Initial New Subordinated Notes") issued on or about May
     22, 1998 and any notes, having the same terms as the Initial New
     Subordinated Notes, issued in exchange for the Initial New Subordinated
     Notes as contemplated by the documents governing the issuance of the
     Initial New Subordinated Notes.

         "Non-Excluded Taxes": as defined in subsection 2.15.

         "Non-U.S. Lender": as defined in subsection 2.15(b).

         "Nonconsenting Lenders": as defined in subsection 2.17.

         "Notes": The Revolving 364 Day Notes and the Term Notes (or any of
     them).

         "Obligations": as defined in the Guarantees and the Pledge Agreements.

         "Option Agreements": the Option Agreements between Holdings and each of
     Frank C. Lanza and Robert V. LaPenta, each dated as of April 30, 1997.

         "Original Agents": the "Agents" under and as defined in the Original
     Credit Agreement.

         "Original Closing Date": August 13, 1998.

         "Original Credit Agreement": as defined in the preamble to this
     Agreement.

         "Original Lenders": as defined in the preamble to this Agreement.

         "Parent Distributions": as defined in the Parent Guarantee.

         "Parent Guarantee": the Second Amended and Restated Parent Guarantee
     substantially in the form of Exhibit B-1, to be executed and delivered by
     Holdings, as the same may be amended, supplemented or otherwise modified.

         "Parent Pledge Agreement": the Second Amended and Restated Parent
     Pledge Agreement substantially in the form of Exhibit B-3, to be executed
     and delivered by Holdings, as the same may be amended, supplemented or
     otherwise modified.

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

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

         "Performance L/C": a standby Letter of Credit issued to ensure the
     performance of services and/or delivery of goods by or on behalf of the
     Borrower.

         "Permitted Liens": Liens permitted to exist under subsection 7.3.

                                       19
<PAGE>

         "Permitted Stock Payments": (A) dividends by the Borrower to Holdings
     in amounts equal to the amounts required for Holdings to (i) pay franchise
     taxes and other fees required to maintain its legal existence and (ii)
     provide for other operating costs of up to $1,000,000 per fiscal year, (B)
     dividends by the Borrower to Holdings in amounts equal to amounts required
     for Holdings to pay federal, state and local income taxes to the extent
     such income taxes are actually due and owing; provided that the aggregate
     amount paid under this clause (B) does not exceed the amount that the
     Borrower would be required to pay in respect of the income of the Borrower
     and its Subsidiaries if the Borrower were a stand alone entity that was not
     owned by Holdings, and (C) from and after May 1, 1999, dividends by the
     Borrower to Holdings payable solely out of Excess Cash Flow, provided that,
     with respect to this clause (C), (i) as of the last day of the most
     recently completed fiscal quarter the Debt Ratio is less than or equal to
     3.5 to 1, and (ii) the aggregate amount of dividends paid by the Borrower
     to Holdings under this clause (C) since the Original Closing Date does not
     exceed $5,000,000.

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

         "Plan": at a particular time, any employee benefit plan covered by
     ERISA and in respect of which the Borrower or any Commonly Controlled
     Entity maintains, administers, contributes to or is required to contribute
     to, or under which the Borrower or any Commonly Controlled Entity may incur
     any liability.

         "Pledge Agreements": the collective reference to the Parent Pledge
     Agreement, the Borrower Pledge Agreement, the Charge Over Shares, the
     Subsidiary Pledge Agreement, and any other security documents hereafter
     delivered to the Administrative Agent granting a Lien on any asset or
     assets of any Person to secure the obligations and liabilities of the
     Borrower hereunder and under any of the other Credit Documents or to secure
     any guarantee of any such obligations and liabilities.

         "Principals": each of Lehman Brothers Holdings, Inc., Capital Partners,
     the Seller, Frank C. Lanza and Robert V. LaPenta.

         "Properties": as defined in subsection 4.16.

         "Purchase Agreement": the Purchase Agreement, dated as of April 25,
     1997, among the Borrower and each of Lehman Brothers, Inc. and BancAmerica
     Securities, Inc.

         "Register": as defined in subsection 10.6(d).

         "Registration Rights Agreement": the Registration Rights Agreement,
     dated as of April 30, 1997, among the Borrower and each of Lehman Brothers,
     Inc. and BancAmerica Securities, Inc.

                                       20
<PAGE>

         "Regulation U": Regulation U of the Board of Governors of the Federal
     Reserve System as in effect from time to time.

         "Reimbursement Amount": as defined in subsection 3.5(a).

         "Reimbursement Obligation": the obligation of the Borrower to reimburse
     the Issuing Lender pursuant to subsection 3.5 for amounts drawn under
     Letters of Credit.

         "Related Party": with respect to the Principals, (a) any controlling
     stockholder, 51% (or more) owned Subsidiary, or spouse or immediate family
     member (in the case of an individual) of such Principal or (b) a trust,
     corporation, partnership or other entity, the beneficiaries, stockholders,
     partners, owners or Persons beneficially holding an 51% or more controlling
     interest of which consist of the Principals and/or such other Persons
     referred to in the immediately preceding clause (a).

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

         "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 is
     waived under the regulations of the PBGC.

         "Required Lenders": at any time, Lenders the Loan Exposure for all
     Types of Loans of which aggregate more than 50%.

         "Requirement of Law": as to any Person, the Constitutional 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.

         "Requisite Class Lenders": at any time, (a) for the Class of Lenders
     having Loan Exposure, Lenders having or holding 66 2/3% of the aggregate
     Loan Exposure of all Lenders and (b) for the Class of Facility A Lenders
     having Facility A Loan Exposure, Facility A Lenders having or holding
     66 2/3% of the aggregate Facility A Loan Exposure of all Facility A Lenders
     and (c) for the Class of Facility C Lenders having Facility C Loan
     Exposure, Facility C Lenders having or holding 66 2/3% of the aggregate
     Facility C Loan Exposure of all Facility C Lenders.

         "Responsible Officer": the chief executive officer, the president or
     vice president of the Borrower or, with respect to financial matters, the
     chief financial officer, vice president-finance or treasurer of the
     Borrower.

         "Restricted Government Contracts": as defined in the Pledge Agreements.

         "Revolving 364 Day Commitment": the commitment of a Lender, as set
     forth on Schedule I hereto as amended from time to time pursuant to this
     Agreement, to make

                                       21
<PAGE>

     Revolving 364 Day Loans to the Borrower pursuant to Subsection 2.1(a)(i);
     and "Revolving 364 Day Commitments" means such commitments of all Lenders
     in an aggregate amount not to exceed $200,000,000 at any time.

         "Revolving 364 Day Commitment Period": the period from and including
     the Closing Date to but not including the Revolving 364 Day Termination
     Date or such earlier date on which the Revolving 364 Day Commitments shall
     terminate as provided herein.

         "Revolving 364 Day Lender": any Lender or Lenders having a Revolving
     364 Day Commitment or a Revolving 364 Day Loan outstanding.

         "Revolving 364 Day Loans": the Loans made by Revolving 364 Day Lenders
     to the Borrower pursuant to Subsection 2.1(a)(i).

         "Revolving 364 Day Notes": (i) the promissory notes of the Borrower, if
     any, issued pursuant to subsection 2.5(i) of the Original Credit Agreement
     prior to the Closing Date and/or pursuant to subsection 2.5(i) of this
     Agreement on or after the Closing Date, in each case, to evidence the
     Revolving 364 Day Loans of any Lender and (ii) any promissory notes issued
     by the Borrower pursuant to subsection 10.6(d) in connection with
     assignments of the Revolving 364 Day Commitments and Revolving 364 Day
     Loans of any Lenders, in each case substantially in the form of Exhibit A-1
     annexed hereto, as they may be amended, supplemented or otherwise modified
     from time to time.

         "Revolving 364 Day Termination Date": August 10, 2000, as the same may
     be extended in accordance with subsection 2.5(a) hereof.

         "SPD Technologies": SPD Technologies Inc., a Delaware corporation.

         "SPD Technologies Acquisition Agreement": the Agreement and Plan of
     Merger, dated as of July 2, 1998, among L-3 Communications Corporation, SPD
     Merger Co., SPD Technologies, Inc. and Midmark Capital L.P.

         "SEC": the Securities and Exchange Commission.

         "Securities Act": Securities Act of 1933, as amended.

         "Seller": Lockheed Martin Corporation, a Maryland corporation.

         "Similar Business": a business, at least a majority of whose revenues
     in the most recently ended calendar year were derived from (i) the sale of
     defense products, electronics, communications systems, aerospace products,
     avionics products and/or communications products, (ii) any services related
     thereto, (iii) any business or activity that is reasonably similar thereto
     or a reasonable extension, development or expansion thereof or ancillary
     thereto or any business of the Borrower and/or its Subsidiaries existing as
     of the Closing Date, and (iv) any combination of any of the foregoing.

                                       22
<PAGE>

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

         "Stockholders Agreement": the Stockholders Agreement, dated as of April
     30, 1997, by and among the Borrower, Holdings, the Seller, the Principals
     and any other party that may from time to time become a party thereto as
     provided therein, as the same may be amended, supplemented or otherwise
     modified from time to time.

         "Subordinated Debt": indebtedness outstanding under the Subordinated
     Notes, the New Subordinated Notes and/or the December 1998 Subordinated
     Notes.

         "Subordinated Debt Documents": the Indenture, the Registration Rights
     Agreement, the Purchase Agreement and the Subordinated Notes.

         "Subordinated Notes": the Borrower's 10 3/8 % Senior Subordinated
     Notes, due 2007 (the "Initial Subordinated Notes"), issued on April 30,
     1997, and any subordinated notes of the Borrower, having the same terms as
     the Initial Subordinated Notes, issued in exchange for the Initial
     Subordinated Notes as contemplated by the Subordinated Debt Documents.

         "Subscription Agreements": the Common Stock Subscription Agreements
     between Holdings and each of Frank C. Lanza, Robert V. LaPenta, Capital
     Partners and the Seller, each dated as of April 30, 1997.

         "Subsidiary": as to any Person, a corporation, partnership 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, directly or
     indirectly, 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 the Borrower.

         "Subsidiary Guarantee": the Second Amended and Restated Subsidiary
     Guarantee substantially in the form of Exhibit B-2, to be executed and
     delivered by the Borrower's Subsidiaries (other than any Immaterial
     Subsidiary or Foreign Subsidiary of the Borrower), as the same may be
     amended, supplemented or otherwise modified.

         "Subsidiary Pledge Agreement": the Second Amended and Restated
     Subsidiary Pledge Agreement substantially in the form of Exhibit B-5, to be
     executed and delivered by the Borrower's Subsidiaries (other than any
     Immaterial Subsidiary or Foreign Subsidiary of the Borrower), as the same
     may be amended, supplemented or otherwise modified.

         "Swing Line Lender": as defined in the Facility A Credit Agreement.


                                       23
<PAGE>

         "Term Loan Commitment or Term Loan Commitments": the commitments of a
     Lender to convert all outstanding Revolving 364 Day Loans as of the
     Revolving 364 Day Termination Date into Term Loans pursuant to subsection
     2.5(b); and Term Loan Commitments means such commitments of all Lenders in
     the aggregate, which shall not exceed an amount equal to the lesser of (x)
     the aggregate amount of Revolving 364 Day Loans outstanding as of the
     Revolving 364 Day Termination Date and (y) the aggregate amount of the
     Revolving 364 Day Commitments existing on the Revolving 364 Day Termination
     Date.

         "Term Lender": any Lender having a Term Loan Commitment or a Term Loan
     outstanding.

         "Term Loans": the Loans made or deemed made by the Term Lenders to the
     Borrower pursuant to subsection 2.1(a)(ii).

         "Term Notes": (i) the promissory notes of the Borrower, if any, which
     may be hereafter issued pursuant to subsection 2.5(b) on or about the
     Revolving 364 Day Termination Date to evidence all Revolving 364 Day Loans
     which were converted into Term Loans of any Lender and (ii) any promissory
     notes issued by the Borrower pursuant to subsection 10.6(d) in connection
     with assignments of the Term Loan Commitments and Term Loans of any Lender,
     in each case substantially in the form of Exhibit A-2 annexed hereto, as
     they may be amended, supplemented or otherwise modified from time to time.

         "Termination Date": (i) with respect to the Term Loans, if any, March
     31, 2003, and (ii) with respect to the Revolving 364 Day Commitments, the
     Revolving 364 Day Termination Date.

         "Tranche": the collective reference to Eurodollar Loans with
     then-current Interest Periods which all begin on the same date and end on
     the same date (whether or not such Loans shall originally have been made on
     the same day); Tranches may be identified as "Eurodollar Tranches".

         "Transaction": the transactions contemplated by the Transaction
     Documents.

         "Transaction Agreement": that certain Transaction Agreement, dated as
     of March 28, 1997 by and among Lockheed Martin Corporation, a Maryland
     corporation, Holdings, Capital Partners and its Affiliates, Frank C. Lanza
     and Robert V. LaPenta.

         "Transaction Documents": (i) the Transaction Agreement, the Schedules
     thereto and the documents set forth on Schedule III hereto, (ii) the Equity
     Documents, (iii) the Subordinated Debt Documents and (iv) the New
     Subordinated Debt Documents.

         "Transferee": as defined in subsection 10.6(f).

         "Type": a Revolving 364 Day Loan or a Term Loan, as applicable.

                                       24
<PAGE>

         "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.

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

         "Voting Stock": of any Person as of any date means the Capital Stock of
     such Person that is at the time entitled to vote in the election of the
     Board of Directors of such Person.

         "Year 2000 Problem": any significant risk that computer hardware,
     software or equipment containing embedded microchips essential to the
     business or operations of the Borrower or any of its Subsidiaries will not,
     in the case of dates or time periods occurring after December 31, 1999,
     function at least as effectively and reliably as in the case of dates or
     time periods occurring before January 1, 2000, including the making of
     accurate leap year calculations.

         1.2 Other Definitional Provisions.

         (a) Unless otherwise specified therein, all terms defined in this
Agreement shall have the defined meanings when used in any Credit Document or
any certificate or other document made or delivered pursuant hereto.

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

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

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

         1.3 Interrelationship with Original Credit Agreement.

         (a) As stated in the preamble hereof, this Credit Agreement is intended
to amend and restate the provisions of the Original Credit Agreement and,
notwithstanding any substitution of Notes as of the Closing Date, except as
expressly modified herein, (x) all of the terms and provisions of the Original
Credit Agreement shall continue to apply for the period prior to the Closing
Date, including any determinations of payment dates, interest rates, Events of
Default or any amount that may be payable to the Original Agents or the Original
Lenders (or

                                       25
<PAGE>

their assignees or replacements hereunder), and (y) the obligations under the
Original Credit Agreement shall continue to be paid or prepaid on or prior to
the Closing Date, and shall from and after the Closing Date continue to be owing
and be subject to the terms of this Credit Agreement. All references in the
Notes and the other Credit Documents to (i) the Original Credit Agreement or the
"Credit Agreement" shall be deemed to include references to this Credit
Agreement and (ii) the "Lenders" or a "Lender" or to the "Agents" or any "Agent"
shall mean such terms as defined in this Credit Agreement. As to all periods
occurring on or after the Closing Date, all of the covenants set forth in the
Original Credit Agreement shall be of no further force and effect, it being
understood that all obligations of the Borrower under the Original Credit
Agreement shall be governed by this Credit Agreement from and after the Closing
Date.

         (b) The Borrower, the Agents and the Lenders acknowledge and agree that
all outstanding Loans under the Original Credit Agreement (including all
outstanding L/C Obligations) are hereby converted into Loans (and, as
applicable, L/C Obligations) outstanding hereunder effective as of the Closing
Date. The Borrower, the Agents and the Lenders acknowledge and agree that all
interest, fees, costs and reimbursable expenses accruing or arising under the
Original Credit Agreement which remain unpaid and outstanding as of the Closing
Date shall be and remain outstanding and payable as an obligation under this
Agreement and the other Credit Documents.

         1.4 Confirmation of Existing Obligations. The Borrower hereby agrees
and admits that, as of the date hereof, it has no defenses to, or offsets or
counterclaim against, any of its obligations to the Agents or any Lender under
the Credit Documents of any kind whatsoever.

              SECTION 2. AMOUNT AND TERMS OF COMMITMENTS AND LOANS

         2.1 Commitments.

         (a) Subject to the terms and conditions hereof, each Lender severally
agrees to make the loans described in this subsection 2.1(a) as applicable to
the Borrower.

            (i) Revolving 364 Day Loans. Each Revolving 364 Day Lender severally
     agrees to make revolving credit loans to the Borrower, from time to time
     during the Revolving 364 Day Commitment Period, in an aggregate principal
     amount at any one time outstanding which, when added to such Lender's
     Commitment Percentage with respect to Revolving 364 Day Loans of the then
     outstanding L/C Obligations, does not exceed the amount of such Lender's
     Revolving 364 Day Commitment. During the Revolving 364 Day Commitment
     Period, the Borrower may use the Revolving 364 Day Commitments by
     borrowing, prepaying the Revolving 364 Day Loans, in whole or in part, and
     reborrowing, all in accordance with the terms and conditions hereof.

            (ii) Term Loans. In the event the conditions in subsection 2.5(b) to
     the exercise of the Conversion Option are satisfied, each Extending Lender
     severally agrees to convert, effective upon the Revolving 364 Day
     Termination Date, a principal amount of Revolving 364 Day Loans of such
     Lender into a Term Loan of such Lender to the


                                       26
<PAGE>

     Borrower in an aggregate principal amount which does not exceed the lesser
     of (a) the principal amount of Revolving 364 Day Loans of such Lender
     outstanding on the Revolving 364 Day Termination Date and (b) the principal
     amount of such Lender's 364 Day Commitment outstanding on the Revolving 364
     Day Termination Date. Amounts borrowed under this subsection 2.1(a)(ii) and
     subsequently repaid may not be reborrowed.

         (b) The Loans may from time to time be (i) Eurodollar Loans, (ii) Base
Rate Loans or (iii) a combination thereof, as determined by the Borrower and
notified to the Administrative Agent in accordance with subsections 2.2 and 2.7,
provided that, except as contemplated in clause (c) of the definition of
Interest Period, no Revolving 364 Day Loan shall be made as a Eurodollar Loan
after the day that is one month prior to the applicable Termination Date.

         2.2 Procedure for Borrowing. The Borrower may borrow under the
Revolving 364 Day Commitments during the Revolving 364 Day Commitment Period on
any Business Day, provided that the Borrower shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent
prior to (a) 11:00 A.M., New York City time, three Business Days prior to the
requested Borrowing Date, if all or any part of the requested Loans are to be
initially Eurodollar Loans, (b) 11:00 A.M., New York City time, on the requested
Borrowing Date in the case of a Base Rate Loan), specifying (i) the amount to be
borrowed of each Type of Loan, (ii) the requested Borrowing Date, (iii) whether
the borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination
thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar
Loans, the respective lengths of the initial Interest Periods therefor. Each
borrowing under the Commitments shall be in an amount equal to (x) in the case
of Base Rate Loans, $2,000,000 or a whole multiple of $100,000 in excess thereof
(or, if the then Available Commitments are less than $2,000,000, such lesser
amount), and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple
of $100,000 in excess thereof; provided that the Borrower may nevertheless
borrow amounts below such minimum amounts in clauses (x) or (y) above solely for
the purpose of (i) converting Revolving 364 Day Loans into Term Loans on the
Revolving 364 Day Termination Date, (ii) repaying Revolving 364 Day Loans owing
to any Nonconsenting Lenders on the Revolving 364 Day Termination Date and (iii)
funding any scheduled amortization payment pursuant to subsection 2.5(b) in
respect of any Term Loans then outstanding. Upon receipt of any such notice from
the Borrower, the Administrative Agent shall promptly notify each Lender
thereof. Each Lender will make the amount of its pro rata share of each
borrowing available to the Administrative Agent for the account of the Borrower
at the office of the Administrative Agent specified in subsection 10.2 prior to
11:00 A.M., New York City time (in the case of Eurodollar Loans) or 2:30 P.M.,
New York City time (in the case of Base Rate Loans), on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Borrower by the
Administrative Agent in accordance with the Borrower's payment instructions with
the aggregate of the amounts made available to the Administrative Agent by the
Lenders and in like funds as received by the Administrative Agent. All notices
given by the Borrower under this subsection 2.2 may be made by telephonic notice
promptly confirmed in writing.

                                       27
<PAGE>

         2.3 Commitment Fee. The Borrower agrees to pay to the Administrative
Agent for the account of each Revolving 364 Day Lender a commitment fee for the
period from and including the first day of the Revolving 364 Day Commitment
Period to and including the Revolving 364 Day Termination Date, computed at the
Commitment Fee Rate on the daily amount of the Available Commitment of such
Revolving 364 Day Lender during the period for which payment is made, payable
quarterly in arrears on the last Business Day of each March, June, September and
December and on the Termination Date, commencing on the first of such dates to
occur after the date hereof.

         2.4 Termination or Reduction of Revolving 364 Day Commitments. The
Borrower shall have the right, upon not less than three Business Days' written
notice to the Administrative Agent, to terminate the Revolving 364 Day
Commitments or, from time to time, to reduce the amount of the Revolving 364 Day
Commitments ratably among the Revolving 364 Day Lenders; provided that no such
termination or reduction shall be permitted if, after giving effect thereto and
to any prepayments of the Revolving 364 Day Loans made on the effective date
thereof, the aggregate principal amount of the Revolving 364 Day Loans then
outstanding, when added to the then outstanding L/C Obligations, would exceed
the Revolving 364 Day Commitments then in effect. Any such reduction shall be in
an amount equal to $2,000,000 or a whole multiple of $500,000 in excess thereof
and shall reduce permanently the Revolving 364 Day Commitments then in effect.

         2.5 Extension of Revolving 364 Day Termination Date; Conversion Option;
Repayment of Loans; Evidence of Debt.

         (a) Extension of Revolving 364 Day Termination Date. The Borrower may
elect to forward to the Administrative Agent (for distribution to each Lender)
no earlier than sixty (60) but no later than fifty-five (55) days prior to the
initially scheduled Revolving 364 Day Termination Date a written request asking
each Revolving 364 Day Lender to consent to the extension of the Revolving 364
Day Termination Date for one (1) additional 364 day period. Not later than 30
days after receipt of such written request, each Lender shall advise the
Administrative Agent and the Borrower in writing whether such Lender consents to
the proposed extension if all the conditions, including those set forth in
subsection 5.2 of this Agreement, thereto have been satisfied. If all of the
Revolving 364 Day Lenders have consented in writing to such extension and all
conditions set forth in subsection 5.2 shall have been satisfied, then effective
on the initially scheduled Revolving 364 Day Termination Date, the Revolving 364
Day Termination Date shall be deemed automatically extended by an additional 364
day period (herein, the "Extension Option"). If less than all of the Revolving
364 Day Lenders consent to the exercise of the proposed Extension Option (the
"Extending Lenders"), the Borrower may replace all, some or none of such
Nonconsenting Lenders on or before the initially scheduled Revolving 364 Day
Termination Date pursuant to subsection 2.17 and repay all outstanding Revolving
364 Day Loans owing to each Nonconsenting Lender that is not being replaced, if
any, on the initially scheduled Revolving 364 Day Termination Date (without
giving effect to the Extension Option); provided that if the Extending Lenders
do not hold more than 50% of the outstanding Revolving 364 Day Commitments, the
Borrower will not be entitled to exercise the Extension Option with respect to
any Extending Lenders nor shall any Lender failing to consent

                                       28
<PAGE>

to the Extension Option be deemed a Nonconsenting Lender and be subject to
replacement under subsection 2.17 as a result thereof. Subject to the foregoing
proviso, if the Borrower desires to exercise the Extension Option with the
Extending Lenders, Borrower shall provide the Administrative Agent (for
distribution to each Lender) with not less than five (5) days prior written
notice thereof in addition to satisfying all conditions precedent set forth
above (other than the requirement that all Revolving 364 Day Lenders have timely
consented to the Extension Option). On the date the Extension Option becomes
effective, Schedule I hereto shall be deemed amended to accurately reflect the
Revolving 364 Day Commitments of the Revolving 364 Day Lenders then in existence
and the Administrative Agent shall promptly deliver a copy of such amended
Schedule I to each Lender and the Borrower.

         (b) Conversion Option. Subject to the terms of this subsection 2.5(b),
whether or not the Extension Option is utilized, the Borrower shall be entitled
as of the Revolving 364 Day Termination Date to convert the principal amount of
any or all Revolving 364 Day Loans (but not any obligations in respect of any
Letters of Credit) outstanding as of the Revolving 364 Day Termination Date into
Term Loans so long as each of the following conditions are met as of the
effective date of such conversion to the satisfaction of the Administrative
Agent (the "Conversion Option"): (i) each of the conditions precedent set forth
in subsection 5.2 of this Agreement shall be satisfied, (ii) not later than five
(5) Business Days before the Revolving 364 Day Termination Date, all Letters of
Credit shall have terminated and/or been released and canceled to the
satisfaction of the Issuing Lender and the Administrative Agent and all
outstanding L/C Obligations in respect of any Letters of Credit shall have been
paid in full in cash or cash collateralized on terms deemed satisfactory by the
Administrative Agent and the Issuing Lender and (iii) not later than five (5)
days before the Revolving 364 Day Termination Date, the Borrower shall have
provided the Administrative Agent (for distribution to each Lender) (x) written
notice of the Borrower's desire to exercise the Conversion Option, (y) a
certificate of a Responsible Officer of the Borrower specifying the aggregate
amount of Revolving 364 Day Loans to be paid in full and the amount of such
Loans which will be converted to Term Loans, in each case, on the Revolving 364
Day Termination Date and certifying that all conditions precedent to exercise of
the Conversion Option are satisfied and will remain satisfied on the Revolving
364 Day Termination Date and (z) Term Notes in the form of Exhibit A-2 hereto
for each Lender that requests a Term Note pursuant to subsection 2.5(g)(ii) in
the amount of each such Lender's respective Revolving 364 Day Loans which are to
be converted into Term Loans of such Lender. If the Conversion Option is
exercised, the Term Loans shall be repaid by the Borrower in nine (9)
consecutive quarterly installments commencing on March 31, 2001, by funding on
each amortization payment date set forth below an amount necessary to cause the
aggregate principal amount of Term Loans outstanding on any such date to not
exceed an amount equal to the product of (x) the "Applicable Percentage" set
forth opposite such amortization payment date multiplied by (y) the aggregate
amount of Revolving 364 Day Commitments of all Lenders in existence on the
Revolving 364 Day Termination Date (the "Applicable Converted Commitment"):

                                       29
<PAGE>

                                              Applicable Percentage of the
   Amortization Payment Date                Applicable Converted Commitment
   -------------------------                -------------------------------
            3/31/01                                      90.0%
            6/30/01                                      80.0%
            9/30/01                                      70.0%
           12/31/01                                      60.0%
            3/31/02                                      50.0%
            6/30/02                                      40.0%
            9/30/02                                      30.0%
           12/31/02                                      20.0%
            3/31/03                                       0.0%

provided that the scheduled installments of principal of the Term Loans set
forth above shall be reduced in connection with any voluntary or mandatory
prepayments of the Term Loans in accordance with subsection 2.6 (as provided in
such subsection); and provided further that the Term Loans and all other amounts
owed hereunder with respect to the Term Loans shall be paid in full no later
than March 31, 2003, and the final installment payable by the Borrower in
respect of the Term Loans on such date shall be in an amount, if such amount is
different from that specified above, sufficient to repay all amounts owing by
the Borrower under this Agreement with respect to the Term Loans.

         (c) Replacement of Nonconsenting Lenders. If any Revolving 364 Day
Lender declines to consent or fails to timely indicate its consent to the
exercise by Borrower of the Extension Option and the Extending Lenders hold more
than 50% of the Revolving 364 Day Commitments, such Lender shall be deemed a
Nonconsenting Lender and be subject to replacement in accordance with the terms
of subsection 2.17 hereof.

         (d) Payments on Revolving 364 Day Loans. Subject to the exercise of the
Conversion Option in accordance with the terms of subsection 2.5(b), the
Borrower hereby unconditionally promises to pay to the Administrative Agent on
the Revolving 364 Day Termination Date (or such earlier date on which the Loans
become due and payable pursuant to Section 8) for the account of each Revolving
364 Day Lender the then unpaid principal amount of each Revolving 364 Day Loan
of such Lender.

         (e) Interest. The Borrower hereby further agrees to pay interest on the
unpaid principal amount of the Loans from time to time outstanding from the date
such Loans are made until payment in full thereof at the rates per annum, and on
the dates, set forth in subsection 2.9.

         (f) Recording. Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of the Borrower 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.

         (g) Loan Accounts and Register; Notes.


                                       30
<PAGE>

            (i) The Loans made by, and the Commitments of, each Lender shall be
     evidenced by one or more loan accounts ("Loan Accounts") maintained by such
     Lender and by the Register maintained by the Administrative Agent in the
     ordinary course of business. The Register maintained by the Administrative
     Agent shall, in the event of a discrepancy between the entries in the
     Administrative Agent's books and any Lender's books relating to such
     matters, be controlling and, absent manifest error, shall be conclusive as
     to the amount of the Loans made by the Lender to the Borrower, the interest
     and payments thereon and any other amounts owing in respect of this
     Agreement. The Borrower hereby designates the Administrative Agent to serve
     as the Borrower's agent, solely for purposes of this subsection 2.5(g) and
     subsection 10.6, to maintain the Register on which it will record the
     Commitments from time to time of each of the Lenders, the Loans made by
     each of the Lenders and each repayment in respect of the principal amount
     of the Loans of each Lender. The Borrower agrees to indemnify the
     Administrative Agent from and against any and all losses, claims, damages
     and liabilities of whatsoever nature which may be imposed on, asserted
     against or incurred by the Administrative Agent in performing its duties
     under this subsection 2.5(g) and subsection 10.6 (other than any losses,
     claims, damages and liabilities to the extent incurred by reason of the
     gross negligence or willful misconduct of the Administrative Agent).

            (ii) If requested by any Lender, the Borrower shall execute and
     deliver to such Lender (and deliver a copy thereof to the Administrative
     Agent) one or more promissory notes evidencing the Loans owing to such
     Lender pursuant to this Agreement in accordance with subsection 2.5(i).

         (h) Prima Facie Evidence. The entries made in the Register and the Loan
Accounts of each Lender maintained pursuant to subsection 2.5(g) shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Borrower therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain the
Register or any such Loan Account, or any error therein, shall not in any manner
affect the obligation of the Borrower to repay (with applicable interest) the
Loans made to the Borrower by such Lender in accordance with the terms of this
Agreement. For the avoidance of doubt, the existence or non-existence of any
Note representing any Obligations owing to any Lender hereunder shall not affect
the existence, amount, validity or enforceability of such Obligations, which in
all events shall be absolute and unconditional.

         (i) Notes. The Borrower agrees that the Borrower will execute and
deliver to each Lender that requests any such Note pursuant to subsection
2.5(g)(ii), a promissory note of the Borrower evidencing the Revolving 364 Day
Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate
insertions as to date and principal amount (a "Revolving 364 Day Note").

         2.6 Optional Prepayments; Mandatory Prepayments and Reduction of
Commitments.

         (a) Subject to subsections 2.12 and 2.16, the Borrower may at any time
and from time to time prepay any Loans, in whole or in part, without premium or
penalty, upon

                                       31
<PAGE>

irrevocable notice to the Administrative Agent prior to 11:00 A.M., New York
City time, three Business Days prior to the date of prepayment in the case of
Eurodollar Loans or on any Business Day in the case of Base Rate Loans,
specifying the date and amount of prepayment, the Type of Loan to be prepaid
(which Loans shall be prepaid on a pro rata basis among the applicable Lenders)
and whether the prepayment is of Eurodollar Loans, Base Rate Loans or a
combination thereof, and, if of a combination thereof, the amount allocable to
each. Upon receipt of any such notice, the Administrative Agent shall promptly
notify each applicable 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 any amounts payable pursuant to subsection 2.16. Partial
prepayments shall be in an aggregate principal amount of $2,000,000 or a whole
multiple of $100,000 in excess thereof. In the event of any voluntary prepayment
of the Term Loans, such voluntary prepayment shall be deemed applied to the next
scheduled amortization payment(s) as described in subsection 2.5(b) (rather than
be applied in inverse order of maturity).

         (b) (i) If, subsequent to the Closing Date, Holdings or any of its
Subsidiaries shall incur or permit the incurrence of any Indebtedness (other
than Indebtedness permitted pursuant to subsection 7.2), 100% of the Net
Proceeds thereof shall be promptly ratably applied toward the prepayment of the
Loans, the Facility A Loans and the Facility C Loans and permanent reduction of
the Commitments, the Facility A Commitments and the Facility C Commitments as
set forth in clause (iv) of this subsection 2.6(b). Nothing in this paragraph
(b) shall be deemed to permit any Indebtedness not permitted by subsection 7.2.

            (ii) If, subsequent to the Original Closing Date, Holdings or any of
     its Subsidiaries shall receive Net Proceeds from any Asset Sale, such Net
     Proceeds, subject to the Applicable Holdback (defined below) shall be
     promptly and ratably applied toward the prepayment of the Loans, the
     Facility A Loans and the Facility C Loans and permanent reduction of the
     Commitments, the Facility A Commitments and the Facility C Commitments as
     set forth in clause (iv) of this subsection 2.6(b); provided that Net
     Proceeds from any Asset Sales shall not be required to be so applied to the
     extent that such Net Proceeds are used by the Borrower or such Subsidiary
     to acquire assets to be employed in the business of the Borrower or its
     Subsidiaries within 365 days of receipt thereof, but if such Net Proceeds,
     subject to the Applicable Holdback (as defined below), are not so used,
     100% of the amount of such Net Proceeds not so used shall be applied toward
     the prepayment of the Loans and the permanent reduction of the Commitments
     as set forth in clause (iv) of this subsection 2.6(b) on the earlier of (x)
     the 366th day after receipt of such Net Proceeds and (y) the date on which
     the Borrower has determined that such Net Proceeds shall not be so used. As
     used herein, "Applicable Holdback" shall mean an amount of Net Proceeds not
     in excess of $20,000,000 derived from any Asset Sales occurring since the
     Original Closing Date that has not been applied toward the prepayment of
     Loans and the permanent reduction of the Commitments as set forth in clause
     (iv) of subsection 2.6(b) which Borrower and/or its applicable Subsidiary
     may retain and not apply as a mandatory prepayment without the requirement
     of utilizing the same to acquire assets to be employed in the business of
     the Borrower or such applicable Subsidiary; provided, that if any Event of
     Default shall have occurred and be continuing, the Applicable Holdback
     amount shall be automatically reduced to zero unless and until

                                       32
<PAGE>

     such Event of Default is acknowledged in writing by the Required Lenders
     (or all the Lenders in cases where the unanimous consent of the Lenders is
     required) as cured or waived.

            (iii) [Intentionally Omitted]

            (iv) Except during any period in which an Event of Default has
     occurred and is continuing, any mandatory prepayments required by this
     subsection 2.6 shall be applied ratably to the outstanding principal amount
     of Facility A Loans, Facility C Loans and Loans, with a corresponding
     ratable permanent reduction of the Facility A Commitments, the Facility C
     Commitments and the Revolving 364 Day Commitments (or, if applicable, the
     Term Loans on a pro rata basis to reduce the unpaid scheduled installments
     of principal of the Term Loans in inverse order of maturity). Revolving 364
     Day Commitment, Facility A Commitment and the Facility C Commitment
     reductions made pursuant to subsections 2.6(b)(i) and (ii) hereof (and the
     corresponding subsections of the Facility A Credit Agreement and the
     Facility C Credit Agreement) shall be applied to each Lender's respective
     Revolving 364 Day Commitment, each Facility A Lender's Facility A
     Commitment and/or each Facility C Lender's Facility C Commitment, as
     applicable, on a pro rata basis and shall reduce permanently such
     Commitments, Facility A Commitments and Facility C Commitments. At any time
     that an Event of Default has occurred and is continuing, all mandatory
     prepayments shall be applied in accordance with the terms of subsection
     2.12 hereof (and the corresponding subsection of the Facility A Credit
     Agreement and the Facility C Credit Agreement). Mandatory prepayments shall
     not be subject to any minimum amount requirement.

            (v) If after giving effect to (i) any reduction of the Revolving 364
     Day Commitments under subsection 2.4, 2.5 or 2.6 or (ii) any recalculation
     of the Exchange Rate pursuant to subsection 3.9, the aggregate outstanding
     principal amount of Revolving 364 Day Loans plus the aggregate outstanding
     amount of L/C Obligations shall exceed the aggregate amount of the
     Revolving 364 Day Commitments, such reduction or recalculation shall be
     accompanied by prepayment in the amount of such excess to be applied to the
     Revolving 364 Day Loans; provided that if the aggregate principal amount of
     Revolving 364 Day Loans then outstanding is less than the amount of such
     excess (because Letters of Credit constitute a portion of such excess), the
     Borrower shall immediately, without notice or demand, to the extent of the
     balance of such excess, replace outstanding Letters of Credit and/or
     deposit an amount (but in no event greater than such balance) in a cash
     collateral account opened by the Administrative Agent for the benefit of
     the Revolving 364 Day Lenders (such deposit to be in Dollars with respect
     to Domestic L/Cs and the applicable Alternative Currency with respect to
     Foreign L/Cs). The Borrower hereby grants to the Administrative Agent, for
     the benefit of the Issuing Lender and the L/C Participants in such Letters
     of Credit, a security interest in such cash collateral to secure all
     obligations of the Borrower under this Agreement and the other Credit
     Documents. Any amounts deposited in such accounts shall be released to the
     Borrower on any Calculation Date on which the aggregate outstanding
     principal amount of Revolving 364 Day Loans plus the aggregate outstanding
     amount of L/C Obligations

                                       33
<PAGE>

     equals or is less than the aggregate amount of the Revolving 364 Day
     Commitments, provided that no Default or Event of Default has occurred and
     is continuing.

         2.7 Conversion and Continuation Options.

         (a) The Borrower may elect from time to time to convert Eurodollar
Loans to Base Rate Loans, by giving the Administrative Agent prior irrevocable
notice of such election at or before 11:00 A.M. New York City time, on the
Business Day immediately preceding the date of the proposed conversion and of
the amount and Type of Loan to be converted, provided that any such conversion
of Eurodollar Loans may only be made on the last day of an Interest Period with
respect thereto. The Borrower may elect from time to time to convert Base Rate
Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable
notice of such election at or before 11:00 A.M., New York City time, on the
third Business Day immediately preceding the date of the proposed conversion and
of the amount and Type of Loan to be converted. Any such notice of conversion to
Eurodollar Loans shall specify the length of the initial Interest Period or
Interest Periods therefor. Upon receipt of any such notice the Administrative
Agent shall promptly notify each applicable Lender thereof. All or any part of
outstanding Eurodollar Loans and Base Rate Loans may be converted as provided
herein, provided that (i) no Loan may be converted into a Eurodollar Loan when
any Event of Default has occurred and is then continuing and (ii) no Loan may be
converted into a Eurodollar Loan after the date that is one month prior to the
Termination Date with respect to such Loan.

         (b) Any Eurodollar Loans may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower giving
notice to the Administrative Agent, in accordance with the applicable provisions
of the term "Interest Period" set forth in subsection 1.1, of the length of the
next Interest Period to be applicable to such Loans and of the amount and Type
of Loan to be converted, provided that no Eurodollar Loan may be continued as
such (i) when any Event of Default has occurred and is then continuing or (ii)
after the date that is one month prior to the Termination Date with respect to
such Loan and provided, further, that if the Borrower shall fail to give such
notice or if such continuation is not permitted such Loans shall be
automatically converted to Base Rate Loans on the last day of such then expiring
Interest Period.

         (c) All notices given by Borrower under this subsection 2.7 may be made
by telephonic notice promptly confirmed in writing.

         2.8 Minimum Amounts and Maximum Number of Tranches. All borrowings,
conversions and continuations of Loans hereunder and all selections of Interest
Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, after giving effect thereto, the aggregate principal amount
of the Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or
a whole multiple of $100,000 in excess thereof; provided that the Borrower may
nevertheless borrow amounts in any Eurodollar Tranche below such minimum amounts
solely for the purpose of (i) converting Revolving 364 Day Loans into Term Loans
on the Revolving 364 Day Termination Date, (ii) repaying Revolving 364 Day Loans
owing to any Nonconsenting Lenders on the Revolving 364 Day Termination Date or
(iii) funding any scheduled amortization payment pursuant to subsection 2.5(b)
in respect of any Term Loans then

                                       34
<PAGE>

outstanding. All Loans hereunder may be converted or continued into Base Rate
Loans without reference to the minimum principal amount requirements for new
Base Rate borrowings set forth in subsection 2.2 above. In no event shall the
number of outstanding Eurodollar Tranches under this Agreement plus the number
of outstanding Facility A Eurodollar Tranches and Facility C Eurodollar Tranches
exceed 20 at any time.

         2.9 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) If all or a portion of (i) any principal of any Loan, (ii) any
interest payable thereon, (iii) any commitment fee or (iv) any other amount
payable hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), the principal of the Loans and any such overdue
interest, commitment fee or other amount shall bear interest at a rate per annum
which is (x) in the case of principal, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this subsection plus
2% or (y) in the case of any such overdue interest, commitment fee or other
amount, the rate described in paragraph (b) of this subsection plus 2%, in each
case from the date of such non-payment until such overdue principal, interest,
commitment fee or other amount is paid in full (as well after as before
judgment).

         (d) Interest shall be payable with respect to each Loan in arrears on
each Interest Payment Date and on the Termination Date with respect to such
Loan, provided that interest accruing pursuant to paragraph (c) of this
subsection shall be payable from time to time on demand.

         2.10 Computation of Interest and Fees.

         (a) Interest on Base Rate Loans and fees shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed; all other interest shall be calculated on the basis of a 360-day year
for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the 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 the
Borrower and the 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
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of

                                       35
<PAGE>

the Borrower, deliver to the Borrower a statement showing the quotations used by
the Administrative Agent in determining any interest rate pursuant to subsection
2.9(a) or (c).

         2.11 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 Borrower) that, by
     reason of circumstances affecting the eurodollar market, adequate and
     reasonable means do not exist for ascertaining the Eurodollar Rate for such
     Interest Period, or

            (b) the Administrative Agent shall have received notice from the
     Required Lenders 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, the
     Administrative Agent shall give telecopy or telephonic notice thereof to
     the Borrower and the Lenders as soon as practicable thereafter. If such
     notice is given (x) any Eurodollar Loans requested to be made on the first
     day of such Interest Period shall be made as Base Rate Loans, (y) any Loans
     that were to have been converted on the first day of such Interest Period
     to Eurodollar Loans shall be converted to or continued as Base Rate Loans
     and (z) any outstanding Eurodollar Loans shall be converted, on the first
     day of such Interest Period, to Base Rate Loans. Until such notice has been
     withdrawn in writing by the Administrative Agent (which the Administrative
     Agent agrees to do when the Administrative Agent has determined, or has
     been instructed by the Required Lenders that, the circumstances that
     prompted the delivery of such notice no longer exist), no further
     Eurodollar Loans shall be made or continued as such, nor shall the Borrower
     have the right to convert Loans to Eurodollar Loans.

         2.12 Pro Rata Treatment and Payments.

         (a) Each borrowing by the Borrower from the Revolving 364 Day Lenders
hereunder, each payment by the Borrower on account of any commitment fee
hereunder and any reduction of the Revolving 364 Day Commitments of Revolving
364 Day Lenders shall be made pro rata according to the respective Commitment
Percentages of the Revolving 364 Day Lenders. Except during any period in which
an Event of Default has occurred and is continuing, each payment (including each
prepayment) by the Borrower on account of principal of and interest on any Term
Loans and/or the Revolving 364 Day Loans, and any application by the
Administrative Agent of the proceeds of any Collateral, shall be made pro rata
according to the respective outstanding principal amounts of such Loans then
held by the Lenders. All payments (including prepayments) to be made by the
Borrower hereunder in respect of any Loan, whether on account of principal,
interest, Reimbursement Obligations (whether in respect of Domestic L/Cs or
Foreign L/Cs), fees, expenses or otherwise, shall be made without set off or
counterclaim and shall be made prior to 11:00 A.M., New York City time, on the
due date thereof to the Administrative Agent, for the account of the Lenders
with respect to such Loans, at the Administrative Agent's office specified in
subsection 10.2, in Dollars and in immediately available funds; provided, that,
with respect to any Reimbursement Obligations of the Borrower

                                       36
<PAGE>

arising from the presentment to the Issuing Lender of a draft under a Foreign
L/C, the Borrower may make payment in the applicable Alternative Currency if
such payment is received by the Issuing Lender on the date such draft is paid by
the Issuing Lender. At any time that an Event of Default has occurred and is
continuing, all payments (including prepayments) made by Borrower hereunder and
any application by the Administrative Agent of the proceeds of any Collateral
and/or payment under any Guarantee shall be applied in the following order: (1)
to the ratable payment of all amounts due and owing by the Borrower pursuant to
subsection 10.5 of this Agreement, subsection 10.5 of the Facility A Credit
Agreement or subsection 10.5 or the Facility C Credit Agreement to the Agents,
the Facility A Agents and/or the Facility C Agents and, after payment in full
thereof, to any other Lender, Facility A Lender or Facility C Lender; (2) to the
ratable payment of all interest, fees and commissions due and owing under this
Agreement, the Facility A Credit Agreement or the Facility C Credit Agreement or
to the Agents, the Facility C Agents, the Facility A Agents, the Swing Line
Lender, any Lender, any Facility A Lender or any Facility C Lender; (3) to the
ratable payment (or cash collateralization) of the aggregate outstanding
principal amount of Loans, Facility A Loans and Facility C Loans and the
aggregate L/C Obligations and Facility A L/C Obligations; and (4) to the ratable
payment of all other obligations of the Borrower to the Agents, the Facility A
Agents, the Facility C Agents, the Swing Line Lender, any Lender, any Facility A
Lender or any Facility C Lender under any Credit Document, Facility A Credit
Document or Facility C Credit Document. For purposes of applying payments and
proceeds distributed under clause 3 above, each Lender will first apply such
amounts to all outstanding Loans of such Lender before such amounts will be held
as cash collateral for L/C Obligations in which such Lender is a L/C
Participant. The Administrative Agent, the Facility A Administrative Agent and
the Facility C Administrative Agent shall ratably distribute such payments to
the applicable Lenders, the Facility A Lenders and the Facility C Lenders
promptly upon receipt in like funds as received. If any payment hereunder
becomes due and payable on a day other than a Business Day, such payment shall
be extended to the next succeeding Business Day, and, with respect to payments
of principal, interest thereon shall be payable at the then applicable rate
during such extension.

         (b) 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 Commitment Percentage 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 on such Borrowing
Date, and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower 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 subsection
shall be conclusive in the absence of manifest error. If such Lender's
Commitment Percentage of such borrowing is not made available to the
Administrative Agent by such Lender within three Business 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
hereunder, on demand, from the Borrower. The failure of any Lender to make

                                       37
<PAGE>

any Loan to be made by it shall not relieve any other Lender of its obligation
hereunder to make its Loan on such Borrowing Date.

         2.13 Illegality. Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b)
such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be
converted automatically to Base Rate Loans on the respective last days of the
then current Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such conversion of a Eurodollar Loan occurs on
a day which is not the last day of the then current Interest Period with respect
thereto, the Borrower shall pay to such Lender such amounts, if any, as may be
required pursuant to subsection 2.16. If circumstances subsequently change so
that any affected Lender shall determine that it is no longer so affected, such
Lender will promptly notify the Borrower and the Administrative Agent, and upon
receipt of such notice, the obligations of such Lender to make or continue
Eurodollar Loans or to convert Base Rate Loans into Eurodollar Loans shall be
reinstated.

         2.14 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 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 Note, any Letter of Credit, any Application
     or any Eurodollar 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 subsection 2.15 and changes in the rate of net income taxes
     (including branch profits taxes and minimum taxes) or franchise taxes
     (imposed in lieu of net income taxes) 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 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 issuing or participating in
Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender
upon written demand such additional amount or amounts as will compensate such


                                       38
<PAGE>

Lender for such increased cost or reduced amount receivable; provided that
before making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions and
so long as such efforts would not be disadvantageous to it, in its reasonable
discretion, in any legal, economic or regulatory manner) to designate a
different Eurodollar lending office if the making of such designation would
allow the Lender or its Eurodollar lending office to continue to perform its
obligations to make Eurodollar Loans or to continue to fund or maintain
Eurodollar Loans and avoid the need for, or reduce the amount of, such increased
cost. If any Lender becomes entitled to claim any additional amounts pursuant to
this subsection, it shall promptly notify the Borrower, through the
Administrative Agent, of the event by reason of which it has become so entitled.
If the Borrower so notifies the Administrative Agent within five Business Days
after any Lender notifies the Borrower of any increased cost pursuant to the
foregoing provisions of this Section, the Borrower may convert all Eurodollar
Loans of such Lender then outstanding into Base Rate Loans in accordance with
the terms hereof. Each Lender shall notify the Borrower within 120 days after it
becomes aware of the imposition of such costs; provided that if such Lender
fails to so notify the Borrower within such 120-day period, such Lender shall
not be entitled to claim any additional amounts pursuant to this subsection for
any period ending on a date which is prior to 120 days before such notification.

         (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 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 the Borrower (with a copy to the Administrative Agent) of a
prompt written request therefor, the Borrower shall promptly pay to such Lender
such additional amount or amounts as will compensate such Lender for such
reduction. Each Lender shall notify the Borrower within 120 days after it
becomes aware of the imposition of such additional amount or amounts; provided
that if such Lender fails to so notify the Borrower within such 120-day period,
such Lender shall not be entitled to claim any additional amount or amounts
pursuant to this subsection for any period ending on a date which is prior to
120 days before such notification.

         (c) If any Lender becomes entitled to claim any additional amounts
pursuant to this subsection, it shall promptly notify the Borrower (with a copy
to the Administrative Agent) of the event by reason of which it has become so
entitled. A certificate as to any additional amounts payable pursuant to this
subsection, showing the calculation thereof in reasonable detail, submitted by
such Lender to the Borrower (with a copy to the Administrative Agent) shall be
conclusive in the absence of manifest error. The agreements in this subsection
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

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<PAGE>

         2.15 Taxes.

         (a) Except as provided in this subsection 2.15, all payments made by
the Borrower under this Agreement and any Notes 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 ("Taxes"), excluding Taxes on net income
(including, without limitation, branch profits taxes and minimum taxes) and
franchise taxes (imposed in lieu of net income taxes) imposed on any Agent or
any Lender as a result of a present or former connection between any 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 such Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any Note). 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 any Agent or any Lender
hereunder or under any Note, the amounts so payable to such Agent or such Lender
shall be increased to the extent necessary to yield to such 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 Borrower 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 with respect to any Taxes that are imposed
on amounts payable to such Lender at the time such Lender becomes a party to
this Agreement or that are attributable to such Lender's failure to comply with
the requirements of paragraph (b) of this subsection. Whenever any Non-Excluded
Taxes are payable by the Borrower, as promptly as possible thereafter, the
Borrower shall send to the relevant 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, if any, received by the Borrower showing payment thereof. If the
Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the relevant Agent the required receipts or other
required documentary evidence, the Borrower shall indemnify the Agents and the
Lenders for any incremental taxes, interest or penalties that may become payable
by any Agent or any Lender as a result of any such failure. The agreements in
this subsection shall survive the termination of this Agreement and the payment
of the Loans and all other amounts payable hereunder.

         (b) Each Lender, Assignee and Participant that is not a citizen or
resident of the United States of America, a corporation, partnership created or
organized in or under the laws of the United States of America, any estate that
is subject to U.S. federal income taxation regardless of the source of its
income or any trust which is subject to the supervision of a court within the
United States and the control of a United States fiduciary as described in
Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver to the
Borrower and the Administrative Agent, and if applicable, the assigning Lender
(or, in the case of a Participant, to the Lender from which the related
participation shall have been purchased) on or before the date on which it
becomes a party to this Agreement (or, in the case of a Participant, on or
before the date on which such Participant purchases the related participation)
either:

                                       40
<PAGE>

            (A) two duly completed and signed copies of either Internal Revenue
     Service Form W-8 ECI (relating to such Non-U.S. Lender and entitling it to
     a complete exemption from withholding of U.S. Taxes on all amounts to be
     received by such Non-U.S. Lender pursuant to this Agreement and the other
     Credit Documents) or Form W-8 BEN (relating to all amounts to be received
     by such Non-U.S. Lender pursuant to this Agreement and the other Credit
     Documents), or successor and related applicable forms, as the case may be;
     or

            (B) in the case of a Non-U.S. Lender that is not a "bank" within the
     meaning of Section 881(c)(3)(A) of the Code and that does not comply with
     the requirements of clause (A) hereof, (x) a statement in the form of
     Exhibit E (or such other form of statement as shall be reasonably requested
     by the Borrower from time to time) to the effect that such Non-U.S. Lender
     is eligible for a complete exemption from withholding of U.S. Taxes under
     Code Section 871(h) or 881(c), and (y) two duly completed and signed copies
     of Internal Revenue Service Form W-8 or successor and related applicable
     form (it being understood and agreed that no Participant and, without the
     prior written consent of the Borrower described in clause (B) of the
     proviso to the first sentence of subsection 10.6(c), no Assignee shall be
     entitled to deliver any forms or statements pursuant to this clause (B),
     but rather shall be required to deliver forms pursuant to clause (A) of
     this subsection 2.15(b)).

Further, each Non-U.S. Lender agrees (i) to deliver to the Borrower and the
Administrative Agent, and if applicable, the assigning Lender (or, in the case
of a Participant, to the Lender from which the related participation shall have
been purchased) two further duly completed and signed copies of such Forms W-8
ECI or W-8 BEN, as the case may be, or successor and related applicable forms,
on or before the date that any such form expires or becomes obsolete and
promptly after the occurrence of any event requiring a change from the most
recent form(s) previously delivered by it to the Borrower (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) in accordance with applicable U.S. laws and regulations and (ii) in
the case of a Non-U.S. Lender that delivers a statement in the form of Exhibit E
(or such other form of statement as shall have been requested by the Borrower),
to deliver to the Borrower and the Administrative Agent, and if applicable, the
assigning Lender, such statement on an annual basis on the anniversary of the
date on which such Non-U.S. Lender became a party to this Agreement and to
deliver promptly to the Borrower and the Administrative Agent, and if
applicable, the assigning Lender, such additional statements and forms as shall
be reasonably requested by the Borrower from time to time unless, in any such
case, any change in law or regulation has occurred subsequent to the date such
Lender became a party to this Agreement (or in the case of a Participant, the
date on which such Participant purchased the related participation) which
renders all such forms inapplicable or which would prevent such Lender (or
Participant) from properly completing and executing any such form with respect
to it and such Lender promptly notifies the Borrower and the Administrative
Agent (or, in the case of a Participant, the Lender from which the related
participation shall have been purchased) if it is no longer able to deliver, or
if it is required to withdraw or cancel, any form or statement previously
delivered by it pursuant to this subsection 2.15(b). Each Non-U.S. Lender agrees
to indemnify and hold harmless the Borrower from and against any taxes,
penalties,

                                       41
<PAGE>

interest or other costs or losses (including, without limitation, reasonable
attorneys' fees and expenses) incurred or payable by the Borrower as a result of
the failure of the Borrower to comply with its obligations to deduct or withhold
any U.S. Taxes from any payments made pursuant to this Agreement to such
Non-U.S. Lender or the Administrative Agent which failure resulted from the
Borrower's reliance on any form, statement, certificate or other information
provided to it by such Non-U.S. Lender pursuant to clause (B) or clause (ii) of
this subsection 2.15(b). The Borrower hereby agrees that for so long as a
Non-U.S. Lender complies with this subsection 2.15(b), the Borrower shall not
withhold any amounts from any payments made pursuant to this Agreement to such
Non-U.S. Lender, unless the Borrower reasonably determines that it is required
by law to withhold or deduct any amounts from any payments made to such Non-U.S.
Lender pursuant to this Agreement. A Non-U.S. Lender shall not be required to
deliver any form or statement pursuant to the immediately preceding sentences in
this subsection 2.15(b) that such Non-U.S. Lender is not legally able to deliver
(it being understood and agreed that the Borrower shall withhold or deduct such
amounts from any payments made to such Non-U.S. Lender that the Borrower
reasonably determines are required by law and that payments resulting from a
failure to comply with this paragraph (b) shall not be subject to payment or
indemnity by the Borrower pursuant to subsection 2.15(a)). If any Credit Party
other than the Borrower makes any payment to any Non-U.S. Lender under any
Credit Document, the foregoing provisions of this subsection 2.15 shall apply to
such Non-U.S. Lender and such Credit Party as if such Credit Party were the
Borrower (but a Non-U.S. Lender shall not be required to provide any form or
make any statement to any such Credit Party unless such Non-U.S. Lender has
received a request to do so from such Credit Party and has a reasonable time to
comply with such request).

         (c) If a Lender shall become aware that it is entitled to receive a
refund (whether by way of a direct payment or by offset) in respect of a
Non-Excluded Tax paid by the Borrower, which refund, in the good faith judgment
of such Lender, is allocable to such payment made pursuant to this Section, it
shall promptly notify the Borrower of the availability of such refund and shall,
within 30 days after the receipt of a request from the Borrower, apply for such
refund at the Borrower's sole expense. If any Lender receives such refund (as
described in the preceding sentence), it shall repay the amount of such refund
(together with any interest received thereon) to the Borrower if all the
payments due under this Section has been paid in full.

         2.16 Indemnity. The 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 the Borrower in making a borrowing
of, conversion into or continuation of Eurodollar Loans after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (c) the making of a prepayment of Eurodollar Loans on a day which
is not the last day of an Interest Period with respect thereto (but excluding
loss of margin). Such indemnification under this subsection 2.16 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

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<PAGE>

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 (but excluding loss of margin) 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. Each Lender claiming any payment pursuant to this subsection 2.16 shall
do so by giving notice thereof to the Borrower and the Administrative Agent
(showing calculation of the amount claimed in reasonable detail) within 60
Business Days after a failure to borrow, convert or continue Eurodollar Loans,
or to prepay, after notice or after a prepayment of Eurodollar Loans on a day
which is not the last day of an Interest Period therefor. This covenant shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

         2.17 Replacement of Lenders. If at any time (a) the Borrower becomes
obligated to pay additional amounts described in subsections 2.13, 2.14 or 2.15
as a result of any condition described in such subsections, (b) any Lender
ceases to make Eurodollar Loans pursuant to subsection 2.13, (c) any Lender
becomes insolvent and its assets become subject to a receiver, liquidator,
trustee, custodian or other Person having similar powers or (d) any Lender
becomes a "Nonconsenting Lender" (hereinafter defined), then the Borrower may,
on five (5) Business Days' prior written notice to the Administrative Agent and
such Lender, replace such Lender by causing such Lender to (and such Lender
shall) assign pursuant to subsection 10.6 all of its rights and obligations
under this Agreement to a Lender or other entity selected by the Borrower and
acceptable to the Administrative Agent for a purchase price equal to the
outstanding principal amount of such Lender's Loans and all accrued interest and
fees and other amounts payable hereunder (including amounts payable under
subsection 2.16 as though such Loans were being paid instead of being
purchased); provided that (i) the Borrower shall have no right to replace the
Administrative Agent, (ii) neither the Administrative Agent nor any Lender shall
have any obligation to the Borrower to find a replacement Lender, (iii) in the
event of a replacement of a Nonconsenting Lender or a Lender to which the
Borrower becomes obligated to pay additional amounts under one of the
subsections described in clause (a) above, in order for the Borrower to be
entitled to replace such a Lender, such replacement must take place no later
than 180 days after (A) the date the Nonconsenting Lender shall have notified
the Borrower and the Administrative Agent of its failure to agree to any
requested consent, waiver or amendment or (B) the Lender shall have demanded
payment of additional amounts under one of the subsections described in clause
(a) above, as the case may be, and (iv) in no event shall the Lender hereby
replaced be required to pay or surrender to its replacement Lender or other
entity any of the fees received by such Lender hereby replaced pursuant to this
Agreement. In the case of a replacement of a Lender to which the Borrower
becomes obligated to pay additional amounts pursuant to this subsection 2.17,
the Borrower shall pay such additional amounts to such Lender prior to such
Lender being replaced and the payment of such additional amounts shall be a
condition to the replacement of such Lender. In the event that (x) the Borrower
or the Administrative Agent has requested the Lenders to consent to a departure
or waiver of any provisions of the Credit Documents or to agree to any amendment
thereto or consent to the Extension Option, (y) the consent, waiver or amendment
in question requires the agreement of all Lenders in accordance with the terms
of subsection 10.1 or relates to a request to exercise the

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<PAGE>

Extension Option under subsection 2.5(a) and (z) the Required Lenders have
agreed to such consent, waiver or amendment, then any Lender who does not agree
to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender."

         2.18 Certain Fees. The Borrower agrees to pay to the Administrative
Agent, for its own account, the non-refundable fees at the times and in the
amounts as set forth in that certain fee letter between the Administrative Agent
and the Borrower dated on or about August 11, 1998.

         2.19 Certain Rules Relating to the Payment of Additional Amounts.

         (a) Upon the request, and at the expense, of the Borrower, each Lender
to which the Borrower is required to pay any additional amount pursuant to
subsection 2.14 or 2.15 shall reasonably afford the Borrower the opportunity to
contest, and reasonably cooperate with the Borrower in contesting, the
imposition of any Non-Excluded Taxes or other amounts giving rise to such
payment; provided that (i) such Lender shall not be required to afford the
Borrower the opportunity to so contest unless the Borrower shall have confirmed
in writing to such Lender its obligation to pay such amounts pursuant to this
Agreement and (ii) the Borrower shall reimburse such Lender for its reasonable
attorneys' and accountants' fees and disbursements incurred in so cooperating
with the Borrower in contesting the imposition of such Non-Excluded Taxes.

         (b) Each Lender agrees that if it makes any demand for payment under
subsection 2.14 or 2.15(a), or if any adoption or change of the type described
in subsection 2.13 shall occur with respect to it, it will use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions and so long as such efforts would not be disadvantageous to it, as
determined in its reasonable discretion) to designate a different lending office
if the making of such a designation would allow the Lender to continue to make
and maintain Eurodollar Loans and would reduce or obviate the need for the
Borrower to make payments under subsection 2.14 or 2.15(a), or would eliminate
or reduce the effect of any adoption or change described in subsection 2.13.

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 Revolving 364 Day Lenders set forth in
subsection 3.4(a), agrees to issue letters of credit ("Letters of Credit") for
the account of the Borrower on any Business Day during the Revolving 364 Day
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, after giving effect to such issuance, (x) the L/C
Obligations would exceed the L/C Commitment or (y) the Available Commitment with
respect to Revolving 364 Day Loans of all Revolving 364 Day Lenders then
outstanding would be less than zero.

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<PAGE>

         (b) Each Domestic L/C shall (i) be denominated in Dollars, (ii) be a
Performance L/C or a Financial L/C issued to support obligations of the Borrower
or any of its Subsidiaries, contingent or otherwise, or be a commercial letter
of credit for the purchase of goods and (iii) expire no later than the fifth
Business Day prior to the Revolving 364 Day Termination Date.

         (c) Each Foreign L/C shall (i) be denominated in an Alternative
Currency, (ii) be a Performance L/C or a Financial L/C issued to support
obligations of the Borrower or any of its Subsidiaries, contingent or otherwise,
or be a commercial letter of credit for the purchase of goods, and (iii) expire
no later than the fifth Business Day prior to the Revolving 364 Day Termination
Date. For purposes of this Agreement, the amount deemed outstanding under each
Foreign L/C at any time, and the amount of the Borrower's Reimbursement
Obligations under subsection 3.5 for any amounts paid by the Issuing Lender in
connection with any Foreign L/C, shall be the Dollar Equivalent, as determined
on the most recent Calculation Date, of (x) such Letter of Credit or (y) the
Reimbursement Amount (as defined in Subsection 3.5(a)), as applicable.

         (d) Each Letter of Credit shall be subject to the Uniform Customs and,
to the extent not inconsistent therewith, Domestic L/Cs shall also be subject to
the laws of the State of New York.

         (e) The Issuing Lender shall not at any time be obligated to issue any
Letter of Credit hereunder if (i) 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 or any policies of the Issuing Lender or (ii) in
the case of any Foreign L/C, it has determined that it cannot provide such
Letter of Credit in the applicable Alternative Currency.

         3.2 Procedure for Issuance of Letters of Credit. The Borrower may from
time to time request that the Issuing Lender issue a Letter of Credit at any
time prior to the fifth Business Day prior to the Revolving 364 Day Termination
Date by delivering to the Issuing Lender with a copy to the Administrative Agent
at its address for notices specified herein an Application therefor, completed
to the satisfaction of the Issuing Lender, and such other certificates,
documents and other papers and information as the Issuing Lender may reasonably
request. Upon receipt of any Application, 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 by the Issuing Lender and the
Borrower. The Issuing Lender shall furnish a copy of such Letter of Credit to
the Borrower and the Administrative Agent (with copies for each Lender) promptly
following the issuance thereof.

                                       45
<PAGE>

         3.3 Fees, Commissions and Other Charges

         (a) The Borrower shall pay to the Administrative Agent, for the account
of the Issuing Lender and the L/C Participants, a letter of credit fee 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 expiration date of such Letter
of Credit at a rate per annum equal to (i) in the case of any such Letter of
Credit issued as a Performance L/C, one-half (1/2) of the Applicable Margin then
in effect for Eurodollar Loans, of the Dollar Equivalent of the aggregate face
amount of such Letters of Credit outstanding and (ii) in the case of any other
Letter of Credit (except for the type described in clause (i) above), the
Applicable Margin then in effect for Eurodollar Loans, of the Dollar Equivalent
of the aggregate face amount of such Letters of Credit outstanding, payable, in
each such case, in arrears on each L/C Fee Payment Date and on the Termination
Date; provided, that, with respect to any Foreign L/C, the Dollar Equivalent of
the face amount of such Letter of Credit shall be recalculated on each
Calculation Date during the period that such Letter of Credit is outstanding.
Such fees shall be payable to the Administrative Agent to be shared ratably
among the Revolving 364 Day Lenders in accordance with their respective
Commitment Percentages with respect to Revolving 364 Day Loans. In addition, the
Borrower shall pay to the Issuing Lender, for its sole account, a fee equal to
0.125% per annum of the Dollar Equivalent of the aggregate face amount of all
outstanding Letters of Credit payable quarterly in arrears on each L/C Fee
Payment Date and on the Revolving 364 Day Termination Date; provided, that, with
respect to any Foreign L/C, the Dollar Equivalent of the face amount of such
Letter of Credit shall be recalculated on each Calculation Date during the
period that such Letter of Credit is outstanding.

         (b) In addition to the foregoing fees and commissions, the Borrower
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,
effecting payment under, amending or otherwise administering any Letter of
Credit.

         (c) The Administrative Agent shall, promptly following its receipt
thereof, distribute to the Issuing Lender and the relevant L/C Participants all
fees and commissions received by the Administrative Agent for their respective
accounts pursuant to this subsection.

         3.4 L/C Participation.

         (a) The Issuing Lender irrevocably agrees to sell and hereby sells 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 Commitment Percentage with
respect to Revolving 364 Day Loans from time to time in effect 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 the Borrower in accordance with the terms of this
Agreement or any such reimbursement payment received by the Issuing Lender is
avoided or

                                       46
<PAGE>

required to be returned in accordance with applicable law, such L/C Participant
shall pay to the Issuing Lender upon demand in Dollars at the Issuing Lender's
address for notices specified herein an amount equal to such L/C Participant's
then Commitment Percentage with respect to Revolving 364 Day Loans of the Dollar
Equivalent of the amount of such draft (determined on the date such draft is
paid), or any part thereof, which is not so indefeasibly reimbursed; provided
that, if such demand is made prior to 11:00 A.M., New York City time, on a
Business Day, such L/C Participant shall make such payment to the Issuing Lender
prior to the end of such Business Day and otherwise such L/C Participant shall
make such payment on the next succeeding Business Day.

         (b) If any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to subsection 3.4(a) in respect of any portion of any
payment made by the Issuing Lender under any Letter of Credit is paid to the
Issuing Lender within three Business Days after the date such payment is due,
such L/C Participant shall pay to the Issuing Lender on demand an amount equal
to the product of (i) such amount, times (ii) the daily average Federal Funds
Effective Rate, as quoted by the Issuing Lender, during the period from and
including the date such payment is required to the date on which such payment is
immediately available to the Issuing 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 L/C
Participant pursuant to subsection 3.4(a) is not in fact 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 hereunder. A
certificate of the Issuing Lender submitted to any L/C Participant with respect
to any amounts owing under this subsection 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 subsection 3.4(a), the Issuing
Lender receives any payment related to such Letter of Credit (whether directly
from the Borrower or otherwise, including proceeds of collateral applied thereto
by the Issuing Lender), or any payment of interest on account thereof, the
Issuing Lender will, if such payment is received prior to 11:00 A.M., New York
City time, on a Business Day, distribute to such L/C Participant its pro rata
share thereof prior to the end of such Business Day and otherwise the Issuing
Lender will distribute such payment on the next succeeding Business Day;
provided, however, that in the event that any such payment received by the
Issuing Lender and distributed to the L/C Participants shall be required to be
returned by the Issuing Lender, each 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 the Borrower.

         (a) The Borrower agrees to reimburse the Issuing Lender on the same
Business Day on which the Issuing Lender notifies the Borrower of the date and
amount of a draft presented under any Letter of Credit and paid by the Issuing
Lender provided such notice is

                                       47
<PAGE>

received by 1:00 P.M., New York City time, on such Business Day, and the next
Business Day if such notice is received after such time. The Issuing Lender
shall provide notice to the Borrower on each Business Day on which a draft is
presented indicating the Dollar Equivalent of the amount of (i) such draft so
paid (and, in the case of a Foreign L/C, the amount of such draft so paid stated
in the applicable Alternative Currency) and (ii) any taxes, fees, charges or
other costs or expenses incurred by the Issuing Lender in connection with such
payment ((i) and (ii) collectively with any interest accruing pursuant to
paragraph (b) below, the "Reimbursement Amount"). Each such payment shall be
made to the Issuing Lender at its address for notices specified herein in lawful
money of the United States of America and in immediately available funds;
provided, that, with respect to any Reimbursement Obligations of the Borrower
arising from the presentment to the Issuing Lender of a draft under a Foreign
L/C, the Borrower may make payment in the applicable Alternative Currency if
such payment is received by the Issuing Lender on the date such draft is paid by
the Issuing Lender.

         (b) Interest shall be payable on the Dollar Equivalent of any and all
amounts remaining unpaid by the Borrower under this subsection from the date a
draft presented under any Letter of Credit is paid by the Issuing Lender until
payment in full (i) at the rate which would be payable on any Loans that are
Base Rate Loans at such time until such payment is required to be made pursuant
to subsection 3.5(a), and (ii) thereafter, at the rate which would be payable on
any Loans that are Base Rate Loans at such time which were then overdue.

         (c) For the avoidance of doubt, subject to the provisos in the third
sentence of subsection 2.12(a) and the last sentence of subsection 3.5(a) of
this Agreement, all payments due from the Borrower hereunder in respect of
Foreign L/Cs (and Reimbursement Obligations in connection therewith) shall be
made in Dollars as provided in subsection 2.12 of this Agreement.

         3.6 Obligations Absolute.

         (a) The Borrower's obligations under subsection 3.5(a) shall be
absolute and unconditional under any and all circumstances and irrespective of
any set-off, counterclaim or defense to payment which the Borrower may have or
have had against the Issuing Lender, any L/C Participant or any beneficiary of a
Letter of Credit.

         (b) The Borrower also agrees with the Issuing Lender that the Issuing
Lender shall not be responsible for, and the Borrower's Reimbursement
Obligations under subsection 3.5(a) shall not be affected by, among other
things, (i) 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 (unless the Issuing Lender has knowledge of such
invalidity, fraud or forgery), (ii) any dispute between or among the Borrower
and any beneficiary of any Letter of Credit or any other party to which such
Letter of Credit may be transferred, or (iii) any claims whatsoever of the
Borrower against any beneficiary of such Letter of Credit or any such
transferee.

         (c) Neither the Issuing Lender nor any L/C Participant shall be liable
for any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or

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<PAGE>

advice, however transmitted, in connection with any Letter of Credit, except for
errors or omissions caused by the Issuing Lender's gross negligence or willful
misconduct.

         (d) The Borrower 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 of care specified in the Uniform Commercial
Code of the State of New York, shall be binding on the Borrower and shall not
result in any liability of the Issuing Lender or any L/C Participant to the
Borrower.

         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 the
Borrower and the Administrative Agent of the date and the Dollar Equivalent of
the amount thereof (and, in the case of a Foreign L/C, the amount thereof stated
in the applicable Alternative Currency). If any draft shall be presented for
payment under any Letter of Credit, the responsibility of the Issuing Lender to
the Borrower in connection with such draft 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 appear on their face to be
in conformity with such Letter of Credit.

         3.8 Application. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 3, the provisions of this Section 3 shall govern and control.

         3.9 Determination of Exchange Rate. On each Calculation Date with
respect to each outstanding Foreign L/C, the Issuing Lender shall determine the
Exchange Rate as of such Calculation Date with respect to the applicable
Alternative Currency and shall promptly notify the Administrative Agent and the
Borrower thereof and of the Dollar Equivalent of all Foreign L/Cs outstanding on
such Calculation Date. The Exchange Rate so determined shall become effective on
such Calculation Date and shall remain effective until the next succeeding
Calculation Date.

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

         To induce the Agents, the Issuing Lender, and the Lenders to enter into
this Agreement and to make the Loans and issue or participate in the Letters of
Credit, the Borrower hereby represents and warrants to the Agents, the Issuing
Lender, and each Lender that:

         4.1 Financial Condition.

         (a) The following financial statements concerning Borrower and its
Subsidiaries have been delivered to the Agents and the Lenders and have been
prepared in accordance with GAAP consistently applied throughout the periods
covered (except as disclosed therein and except, with respect to unaudited
financial statements, for the absence of footnotes and normal year-end audit
adjustments) and present fairly in all material respects the financial

                                       49
<PAGE>

position of the Persons covered thereby as at the dates thereof and the results
of their operations and cash flows for the periods then ended:

            (i) The audited consolidated balance sheets at December 31, 1998 and
     the related statements of income and cash flows of Borrower and its
     Subsidiaries for the fiscal year then ended, certified by
     PricewaterhouseCoopers L.L.P.

            (ii) The unaudited condensed consolidated balance sheet(s) at
     September 30, 1999 and the related statement(s) of income and cash flows of
     Borrower and its Subsidiaries for the fiscal quarter then ended.

         (b) The unaudited pro forma consolidated balance sheet of the Borrower
and its consolidated Subsidiaries which has been delivered pursuant to
subsection 5.1(o) has been prepared based on the best information available to
the Borrower as of the date of delivery thereof and presents fairly on a pro
forma basis the estimated financial position of the Borrower and its
consolidated Subsidiaries, as at December 31, 1999, adjusted to give effect to
the acquisition by Borrower of (i) the Training Devices and Training Systems
("TDTS") assets of Raytheon, Inc., and (ii) the assets of Honeywell Inc.'s
Traffic Alert and Collision Avoidance System product line.

         4.2 No Change. Since September 30, 1999 there has been no development,
event or circumstance which has had or could reasonably be expected to have a
Material Adverse Effect.

         4.3 Corporate Existence; Compliance with Law. Each of Holdings, the
Borrower 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, or will be on or before the
date set forth in subsection 6.12, 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 to the extent that the failure to so qualify could not, in
the aggregate, 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.

         4.4 Corporate Power; Authorization; Enforceable Obligations. Each of
Holdings, the Borrower and its Subsidiaries has the corporate power and
authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party and, in the case of the Borrower, to borrow
hereunder and has taken all necessary corporate action to authorize the
borrowings on the terms and conditions of this Agreement and to authorize the
execution, delivery and performance of such Credit Documents. 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
borrowings hereunder or with the execution, delivery, performance, validity or
enforceability of the Credit Documents to which the Borrower and each other
Credit Party is a party, except those referred to in subsections 4.17 and 6.13
and those set

                                       50
<PAGE>

forth on Schedule 4.4. This Agreement has been, and each other Credit Document
will be, duly executed and delivered on behalf of the Borrower and each other
Credit Party. This Agreement constitutes, and each other Credit Document to
which it is a party when executed and delivered will constitute, a legal, valid
and binding obligation of each Credit Party thereto enforceable against each
such Credit Party, as the case may be, in accordance with its terms, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

         4.5 No Legal Bar. Except as set forth on Schedule 4.5 or as could not
reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect, the execution, delivery and performance of each Credit Document,
the borrowing and use of the proceeds of the Loans and the consummation of the
transactions contemplated by the Credit Documents: (a) will not violate any
Requirement of Law or any Contractual Obligation applicable to or binding upon
Holdings, the Borrower or any Subsidiary of the Borrower or any of their
respective properties or assets and (b) will not result in the creation or
imposition of any Lien on any of its properties or assets pursuant to any
Requirement of Law applicable to it or any of its Contractual Obligations,
except for the Liens arising under the Pledge Agreements.

         4.6 No Material Litigation Except as set forth on Schedule 4.6, no
litigation by, investigation by, or proceeding of or before any arbitrator or
any Governmental Authority is pending or, to the knowledge of the Borrower,
overtly threatened by or against the Borrower or any of its Subsidiaries or
against any of its or their respective properties or revenues with respect to
any Credit Document or any of the transactions contemplated hereby or thereby or
which could reasonably be expected to have a Material Adverse Effect.

         4.7 No Default. Neither Holdings, the Borrower nor any of 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.

         4.8 Ownership of Property; Liens. Each of Holdings, the Borrower and
its Subsidiaries (i) has good record and insurable title in fee simple to, or a
valid leasehold interest in, all its material real property, (ii) has good title
to, or a valid leasehold interest in, all its other material property and (iii)
none of such property in clauses (i) and (ii) is or shall be subject to any Lien
except as permitted by subsection 7.3.

         4.9 Intellectual Property. Holdings, the Borrower and each of its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
which could not reasonably be expected to have a Material Adverse Effect (the
"Intellectual Property"). To the best of the Borrower's knowledge, and except as
set forth on Schedule 4.9, no claim has been asserted and is pending by any
Person challenging or

                                       51
<PAGE>

questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, nor does the Borrower know of
any valid basis for any such claim which could reasonably be expected to have a
Material Adverse Effect. The use of such Intellectual Property by Holdings, the
Borrower and its Subsidiaries does not infringe on the rights of any Person,
except for such claims and infringements that, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

         4.10 Taxes. Except as set forth on Schedule 4.10, each of Holdings, the
Borrower and its Subsidiaries has filed or caused to be filed all material tax
returns which, to the knowledge of the Borrower, 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 material 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 Holdings,
the Borrower or its Subsidiaries, as the case may be); no tax Lien has been
filed, and, to the knowledge of the Borrower, no claim is being asserted, with
respect to any such tax, fee or other charge.

         4.11 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 U of the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect.

         4.12 ERISA. The Borrower has provided to the Agents a true and correct
copy of all agreements, arrangements and understandings relating to the transfer
of Plans from the Seller to the Borrower (the "Transfer Agreements"). The
Transfer Agreements are in full force and effect and have not been waived or
modified without the consent of the Agents (which shall not be unreasonably
withheld) except to the extent any such waiver or modification, singly or in the
aggregate, could not be reasonably expected to have a Material Adverse Effect.
Except as could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect, no Reportable Event has occurred with respect to
any Single Employer Plan, all contributions required to be made with respect to
a Plan have been timely made; none of the Borrower or any of its Subsidiaries
nor any Commonly Controlled Entity has incurred any material liability to or on
account of a Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or
4980 of the Code or expects to incur any liability (including any indirect,
contingent or secondary liability) under any of the foregoing Sections with
respect to any Plan; no termination or, or institution of proceedings to
terminate or appoint a trustee to administer, a Single Employer Plan has
occurred; and each Plan has complied in all material respects with the
applicable provisions of ERISA and the Code (except that with respect to any
Multiemployer Plan, such representation is deemed made only to the knowledge of
the Borrower). No "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA), extension of any amortization
period (within the meaning of Section 412 of the Code) or Lien in favor of the
PBGC or a Plan has arisen or has occurred during the five-year period prior to
the date on which this representation is made or deemed made with respect to any
Single Employer Plan. As of the

                                       52
<PAGE>

last annual valuation date prior to the date on which this representation is
made or deemed made, the fair market value of the assets available for benefits
under each Single Employer Plan did not exceed the actuarial present value of
all accumulated benefit obligations under such Plan by more than $20,000,000,
all as determined in accordance with Statement of Financial Accounting Standards
No. 87. Neither the Borrower nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan for which there is
any outstanding liability, and neither the Borrower nor any Commonly Controlled
Entity would become subject to any liability under ERISA if the Borrower 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 in an amount which would be
reasonably likely to have a Material Adverse Effect. To the best knowledge of
the Borrower, no such Multiemployer Plan is in Reorganization or Insolvent.

         4.13 Investment Company Act; Other Regulations. None of the Borrower or
any of its Subsidiaries is an "investment company," or a company "controlled" by
an "investment company," within the meaning of the Investment Company Act of
1940, as amended. None of the Borrower or any of its subsidiaries is not subject
to regulation under any Federal or State statute or regulation (other than
Regulation X of the Board of Governors of the Federal Reserve System) which
limits its ability to incur Indebtedness.

         4.14 Subsidiaries. The Subsidiaries of the Borrower and their
respective jurisdictions of incorporation shall be as set forth on Schedule
4.14.

         4.15 Purpose of Loans. The proceeds of the Loans shall be used by the
Borrower (i) to pay fees and expenses related to the preparation and negotiation
of this Agreement and the other Credit Documents and (ii) for general corporate
and working capital purposes in the ordinary course of business of the Borrower
and its Subsidiaries, including, without limitation, the making of Investments
permitted under subsection 7.9.

         4.16 Environmental Matters. Except insofar as any exception to any of
the following, or any aggregation of such exceptions, is not reasonably likely
to result in a Material Adverse Effect:

         (a) The facilities and properties owned, leased or operated Holdings,
by the Borrower or any of its Subsidiaries (the "Properties") do not contain,
and have not previously contained, any Materials of Environmental Concern in
amounts or concentrations which (i) constitute or constituted a violation of, or
(ii) could reasonably be expected to give rise to liability under, any
applicable Environmental Law.

         (b) None of Holdings, the Borrower nor any of its Subsidiaries has
received any written notice of violation, alleged violation, non-compliance,
liability or potential liability regarding environmental matters or compliance
with Environmental Laws with regard to any of the Properties or the Business,
nor does the Borrower have knowledge or reason to believe that any such notice
will be received or is being threatened.

                                       53
<PAGE>

         (c) Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a location
which could reasonably be expected to give rise to liability under, any
applicable 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 reasonably be expected to
give rise to liability under, any applicable Environmental Law.

         (d) No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which Holdings, the Borrower or any Subsidiary is or, to
the knowledge of the Borrower, will be named as a party or 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.

         (e) 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 Holdings, the Borrower or any Subsidiary in connection with
the Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could reasonably give rise to liability under any
applicable Environmental Laws.

         (f) The Properties and all operations at the Properties are in
compliance, and have in the last 3 years been in compliance, in all material
respects with all applicable Environmental Laws, and there is no contamination
at, under or about the Properties or violation of any applicable Environmental
Law with respect to the Properties or the business operated by Holdings, the
Borrower or any of its Subsidiaries (the "Business") which could materially
interfere with the continued operation of the Properties or materially impair
the fair saleable value thereof.

         (g) Holdings, the Borrower and its Subsidiaries hold and are in
compliance with all Environmental Permits necessary for their operations.

         4.17 Collateral Documents. Upon execution and delivery thereof by the
parties thereto, each Pledge Agreement will be effective to create in favor of
the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid
and enforceable security interest in the pledged stock described therein and,
when stock certificates representing or constituting the pledged stock described
therein are delivered to the Administrative Agent, together with undated stock
powers executed in blank therefor, such security interest shall, subject to the
existence of Permitted Liens, constitute a perfected first lien on, and security
interest in, all right, title and interest of the pledgor party thereto in the
pledged stock described therein.

         4.18 Accuracy and Completeness of Information. No fact is known to
Holdings, the Borrower or any of its Subsidiaries which has had or could
reasonably be expected to have a Material Adverse Effect, which has not been
disclosed to the Lenders by Holdings, the Borrower or its Subsidiaries in
writing prior to the date hereof. Neither Holdings, the Borrower nor any
Subsidiary of the Borrower is aware of any material liability of the Borrower or
any of its

                                       54
<PAGE>

Subsidiaries which is not fully disclosed in the most recent financial
statements delivered to the Agents and Lenders pursuant to subsections 4.1 and
6.1 hereto.

         4.19 Labor Matters. There are no strikes pending or, to the Borrower's
knowledge, overtly threatened against Holdings, the Borrower or any of its
Subsidiaries which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. The hours worked and payments made
to employees of Holdings, the Borrower and each of its Subsidiaries (and their
predecessors) have not been in violation of the Fair Labor Standards Act or any
other applicable Requirement of Law, except to the extent such violations could
not, or in the aggregate, be reasonably expected to have a Material Adverse
Effect.

                        SECTION 5. CONDITIONS PRECEDENT

         5.1 Conditions to Effectiveness. This Agreement shall not be effective
until the following conditions precedent have been satisfied or waived in
writing by the Administrative Agent and the Requisite Class Lenders:

         (a) Credit Documents. The Administrative Agent shall have received (i)
this Agreement, (ii) the Guarantees and (iii) the Pledge Agreements, in each
case executed, duly acknowledged and delivered by duly authorized officers of
each party thereto, with a counterpart or a conformed copy for each Lender.
Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of
the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary
Pledge Agreement, and no more than 65% of the capital stock of or equity
interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries
if more than 65% of the assets of such Subsidiary are securities of foreign
companies (such determination to be made on the basis of fair market value),
shall be required to be pledged hereunder.

         (b) Fees and Expenses. The Agents, the Arrangers and the Lenders shall
have received all fees, expenses and other consideration required to be paid on
or before the Closing Date and all attorneys fees and disbursements incurred by
the Agents in connection with this Agreement shall have been paid on or before
the Closing Date.

         (c) Good Standing Certificates. The Administrative Agent shall have
received certificates of good standing for each Credit Party issued by the
Secretary of State (or other relevant governmental officers) of the jurisdiction
of incorporation of each Credit Party.

         (d) Consents, Authorizations and Filings, Etc. All consents,
authorizations and filings, if any, required in connection with the execution,
delivery and performance by the Credit Parties, and the validity and
enforceability against the Credit Parties, of the Credit Documents to which any
of them is a party, shall have been obtained or made, and such consents,
authorizations and filings shall be in full force and effect, except such
consents, authorizations and filings, the failure to obtain which would not have
a Material Adverse Effect.

         (e) Insurance. The Lenders shall have received (i) a reasonably
satisfactory schedule describing all insurance maintained by the Borrower and
its Subsidiaries pursuant to subsection 6.5, and (ii) binders (or other
customary evidence as to the obtaining and maintenance

                                       55
<PAGE>

by the Borrower and its Subsidiaries of such insurance) for each policy set
forth on such schedule insuring against casualty and other usual and customary
risks.

         (f) Litigation. On the Closing Date, there shall be no actions, suits
or proceedings pending or threatened against any Credit Party (a) with respect
to this Agreement or any other Credit Document or any Transaction Document or
the transactions contemplated hereby or thereby or (b) which the Agents or the
Required Lenders shall determine could reasonably be expected to have a Material
Adverse Effect.

         (g) Borrowing Certificate. IF ANY LOAN IS TO BE REQUESTED ON THE
CLOSING DATE, 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 D, with appropriate insertions and
attachments, reasonably satisfactory in form and substance to the Administrative
Agent, executed by the President or any Vice President and the Secretary or any
Assistant Secretary of the Borrower.

         (h) Corporate Proceedings of the Borrower. The Administrative Agent
shall have received, with a counterpart for each Lender, a copy of the
resolutions, in form and substance reasonably satisfactory to the Administrative
Agent, of the Board of Directors of the Borrower authorizing (i) the execution,
delivery and performance of the Credit Documents to which it is a party, (ii)
the borrowings contemplated hereunder, and (iii) the stock pledges pursuant to
the Borrower Pledge Agreement, certified by the Secretary or an Assistant
Secretary of the Borrower as of the Closing Date, which certificate shall be in
form and substance reasonably satisfactory to the Administrative Agent and shall
state that the resolutions thereby certified have not been amended, modified,
revoked or rescinded.

         (i) Borrower Incumbency Certificate. The Administrative Agent shall
have received, with a counterpart for each Lender, a Certificate of the
Borrower, dated the Closing Date, as to the incumbency and signature of the
officers of the Borrower executing any Credit Document reasonably satisfactory
in form and substance to the Administrative Agent, executed by the President or
any Vice President and the Secretary or any Assistant Secretary of the Borrower.

         (j) Corporate Proceedings of Other Credit Parties. The Administrative
Agent shall have received, with a counterpart for each Lender, a copy of the
resolutions, in form and substance satisfactory to the Administrative Agent, of
the Board of Directors of each Credit Party (other than the Borrower)
authorizing (i) the execution, delivery and performance of the Credit Documents
to which it is a party, and (ii) the granting by it of the Liens created
pursuant to the Pledge Agreements to which it is a party, certified by the
Secretary or an Assistant Secretary of each such Credit Party as of the Closing
Date, which certificate shall be in form and substance reasonably satisfactory
to the Administrative Agent and shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded.

         (k) Credit Party Incumbency Certificates. The Administrative Agent
shall have received, with a counterpart for each Lender, a certificate of each
Credit Party (other than the Borrower), dated the Closing Date, as to the
incumbency and signature of the officers of such

                                       56
<PAGE>

Credit Party executing any Credit Document, reasonably satisfactory in form and
substance to the Administrative Agent, executed by the President or any Vice
President and the Secretary or any Assistant Secretary of each such Credit
Party.

         (l) Corporate Documents. The Administrative Agent shall have received,
with a counterpart for each Lender, true and complete copies of the certificate
of incorporation and by-laws of each Credit Party, certified as of the Closing
Date as complete and correct copies thereof by the Secretary or an Assistant
Secretary of the such Credit Party.

         (m) Legal Opinions. The Administrative Agent shall have received, with
a counterpart for each Lender the executed legal opinion of each of Simpson
Thacher and Bartlett, special counsel to the Credit Parties, and Christopher C.
Cambria, Vice President - General Counsel and Secretary of the Borrower and
counsel to the other Credit Parties, substantially in the form of Exhibits C-1
and C-2, respectively. Each such legal opinion shall cover such other matters
incident to the transactions contemplated by this Agreement as the Agents may
reasonably require.

         (n) Pledged Stock; Stock Powers. The Administrative Agent shall have
received the certificates representing the shares pledged pursuant to each of
the Pledge Agreements together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor
thereof.

         (o) Pro Forma Financials. The Lenders shall have received a reasonably
satisfactory unaudited pro forma consolidated balance sheet of the Borrower and
its Subsidiaries as of December 31, 1999 which shall present fairly, in all
material respects, on a pro forma basis, the estimated financial condition of
the Borrower and its Subsidiaries as of such date, as adjusted to give effect to
the acquisition by Borrower of (i) the Training Devices and Training Systems
("TDTS") assets of Raytheon, Inc., and (ii) the assets of Honeywell Inc.'s
Traffic Alert and Collision Avoidance System product line.

         (p) Projections. Each Lender shall have received financial projections
of the Borrower in form and substance reasonably satisfactory to the Agents
prepared by the Borrower.

         (q) No Default. No Default or Event of Default shall have occurred and
be continuing.

         (r) Facility A Credit Agreement. All conditions set forth in clauses
(a) through (q) of subsection 5.1 of the Facility A Credit Agreement shall have
been satisfied or waived in writing by the Facility A Lenders required to affect
a waiver of such condition.

         (s) Facility C Credit Agreement. All conditions set forth in clauses
(a) through (q) and (t) through (w) of subsection 5.1 of the Facility C Credit
Agreement shall have been satisfied or waived in writing by the Facility C
Lenders required to affect a waiver of such condition.

                                       57
<PAGE>

         5.2 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 provided by it on any date (including, without
limitation, its initial Loan and Letter(s) 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 Credit Party in or pursuant to the Credit 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, except for any representation and warranty which is
expressly made as of an earlier date, which representation and warranty shall
have been true and correct in all material respects as of such earlier date.

         (b) No Default. No Default or Event of Default shall have occurred and
be continuing on such date or will occur or exist after giving effect to the
extensions of credit requested to be made on such date. Borrower shall not be in
violation of Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred
Stock) of any of the Indenture, the New Subordinated Debt Indenture or the
December 1998 Subordinated Debt Indenture on such date nor will such a violation
occur or exist 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 Credit Documents shall
be satisfactory in form and substance to the Agents, 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, and each Letter of Credit issued on behalf of, the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date thereof that the conditions contained in this subsection have been
satisfied.

                        SECTION 6. AFFIRMATIVE COVENANTS

         The Borrower hereby agrees that, so long as the Commitments remain in
effect or any amount is owing to any Lender or any Agent hereunder or under any
other Credit Document, the Borrower shall and (except in the case of delivery of
financial information, reports and notices) shall cause each of its Subsidiaries
to:

         6.1 SEC Filings. The Borrower will file on a timely basis with the SEC,
to the extent such filings are accepted by the SEC and whether or not the
Borrower has a class of securities registered under the Exchange Act, the annual
reports, quarterly reports (including with respect to the fourth quarter of each
fiscal year) and other documents that the Borrower would be required to file if
the Borrower were subject to section 13(a) or 15(d) of the Exchange Act. The
Borrower will also be required (i) to deliver to the Administrative Agent and
each Lender, copies of such reports and documents within five days after the
date on which the Borrower files such reports and documents with the SEC or the
date on which the Borrower would be required to file

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<PAGE>

such reports and documents if the Borrower were so required and (ii) if filing
such reports and documents with the SEC is not accepted by the SEC or is
prohibited under the Exchange Act, to promptly notify the Administrative Agent
in writing of the occurrence of any such event and to supply at the Borrower's
cost copies of such reports and documents to the Administrative Agent and any
Lender upon request.

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).

         6.2 Certificates; Other Information. Furnish to the Administrative
Agent with copies for each Lender:

            (a) concurrently with the delivery of the financial statements
     referred to in subsection 6.1, a certificate of the independent certified
     public accountants reporting on such financial statements stating that, in
     performing their audit, nothing came to their attention that caused them to
     believe that the Borrower failed to comply with the provisions of
     subsection 7.1, except as specified in such certificate;

            (b) concurrently with the delivery of the financial statements
     referred to in subsection 6.1, a certificate of a Responsible Officer
     stating that, to the best of such Officer's knowledge, during such period
     (i) no Subsidiary has been formed or acquired (or, if any such Subsidiary
     has been formed or acquired, the Borrower has complied with the
     requirements of subsection 6.10 with respect thereto) and (ii) such Officer
     has obtained no knowledge of any Default or Event of Default except as
     specified in such certificate;

            (c) concurrently with the delivery of financial statements pursuant
     to subsection 6.1, a certificate of a Responsible Officer of the Borrower
     setting forth, in reasonable detail, the computations, as applicable, of
     (i) the Debt Ratio and (ii) the financial covenants set forth in subsection
     7.1, as of such last day or for the fiscal period then ended, as the case
     may be;

            (d) not later than 60 days after the end of each fiscal year of the
     Borrower, a copy of the projections by the Borrower of the operating budget
     and cash flow budget of the Borrower and its Subsidiaries for the
     succeeding fiscal year, such projections to be accompanied by a certificate
     of a Responsible Officer to the effect that such projections have been
     prepared on the basis of sound financial planning practice and that such
     Officer has no reason to believe they are incorrect or misleading in any
     material respect;

            (e) within five days after the same are sent, copies of all
     financial statements and reports which the Borrower or Holdings sends to
     its stockholders; and

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<PAGE>

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

         6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all 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 the Borrower or its Subsidiaries, as the case may be.

         6.4 Conduct of Business; Maintenance of Existence and Property;
Compliance with Law. Except as permitted by subsection 7.5 and subsection 7.6,
(a) continue to engage in business of the same general type as now conducted by
it; (b) preserve, renew and keep in full force and effect its corporate
existence and take all reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its business; (c)
keep all property useful and necessary in its business in good working order and
condition (ordinary wear and tear and damage by fire and/or other casualty or
taking by condemnation excepted) except if (i) in the reasonable business
judgment of the Borrower or such Subsidiary, as the case may be, it is in its
best economic interest not to preserve and maintain such rights, privileges or
franchises, and (ii) such failure to preserve and maintain such privileges,
rights or franchises would not materially adversely affect the rights of the
Lenders hereunder or the value of the Collateral, and except as otherwise
permitted pursuant to subsection 7.5; and (d) comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, be reasonably expected to have a Material
Adverse Effect.

         6.5 Insurance. The Borrower will, and will cause each of its
Subsidiaries to maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customarily
maintained by companies of similar stature engaged in the same or similar
businesses operating in the same or similar locations.

         6.6 Inspection of Property; Books and Records; Discussions. 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 permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records (except to the
extent any such access is restricted by a Requirement of Law) at any reasonable
time on a Business Day and as often as may reasonably be desired and to discuss
the business, operations, properties and financial and other condition of the
Borrower and its Subsidiaries with officers and employees of the Borrower and
its Subsidiaries and with its independent certified public accountants; provided
that the Administrative Agent or such Lender shall notify the Borrower prior to
any contact with such accountants and give the Borrower the opportunity to
participate in such discussions; provided, further, that the Borrower shall
notify the Administrative Agent of any such visits, inspections or discussions
prior to each occurrence thereof.

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


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<PAGE>

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

            (b) any (i) default or event of default under any Contractual
     Obligation of the Borrower or any of its Subsidiaries, (ii) litigation,
     investigation or proceeding which may exist at any time between the
     Borrower or any of its Subsidiaries and any Governmental Authority, 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 or (iii)
     any material asset sale (describing in reasonable detail the assets sold,
     the consideration received therefor and the proposed use of the proceeds
     thereof);

            (c) any other litigation or proceeding affecting the Borrower or any
     of its Subsidiaries in which the amount involved is $7,500,000 or more and
     not covered by insurance or in which injunctive or similar relief is
     sought; and

            (d) the following events, as soon as possible and in any event
     within 45 days after the Borrower knows or has reason to know thereof: (i)
     the incurrence of an accumulated funding deficiency or the filing of an
     application to the Secretary of the Treasury for a waiver or modification
     of the minimum funding standard (including any required installment
     payments) or an extension of any amortization period under Section 412 of
     the Code with respect to a Plan, the creation of any Lien in favor of the
     PBGC or a Plan, the occurrence of any "Trigger Event" (as defined in the
     Transfer Agreements) and the reassumption by the Seller of sponsorship of
     any Single Employer Plan, (ii) except where such event or liability could
     not reasonably be expected to have a Material Adverse Effect, the
     occurrence or expected occurrence of any Reportable Event with respect to
     any Plan (other than a Multiple Employer Plan), or any withdrawal from, or
     the termination, Reorganization or Insolvency of, any Multiemployer Plan,
     or a failure to make any required contribution to a Plan, (iii) the
     institution of proceedings by the PBGC with respect to the withdrawal from,
     or the terminating, Reorganization or Insolvency of, any Single Employer
     Plan or Multiemployer Plan or (iv) except as could not reasonably be
     expected to have a Material Adverse Effect, the institution of proceedings
     or the taking of any other action with respect to the withdrawal from or
     termination of any Single Employer Plan;

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.

         6.8 Environmental Laws.

(a) (i) Comply in all material respects with all Environmental Laws applicable
to it, and obtain, comply in all material respects with and maintain any and all
material Environmental Permits necessary for its operations as conducted and as
planned; and (ii) take all reasonable efforts to ensure that all of its tenants,
subtenants, contractors, subcontractors, and invitees comply in all material
respects with all applicable Environmental Laws, and obtain, comply in all
material respects with and maintain any and all material Environmental Permits,
applicable to any of them. Notwithstanding the foregoing, upon learning of any
actual or

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<PAGE>

suspected noncompliance, the Borrower or one or more of its Subsidiaries, as
appropriate, shall promptly undertake all reasonable efforts to achieve material
compliance.

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

         6.9 Further Assurances. Upon the reasonable request of the
Administrative Agent, promptly perform or cause to be performed any and all acts
and execute or cause to be executed and delivered any and all documents which
are necessary or advisable to maintain in favor of the Administrative Agent, for
the benefit of the Lenders, Liens on the Collateral that are duly perfected in
accordance with all applicable Requirements of Law.

         6.10 Additional Collateral.

         (a) With respect to any Capital Stock of any newly created or acquired
Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired
after the Original Closing Date by the Borrower or any of its Subsidiaries that
is intended to be subject to the Lien created by any of the Pledge Agreements
but which is not so subject, promptly (and in any event within 30 days after the
acquisition thereof): (i) execute and deliver to the Administrative Agent such
amendments to the relevant Pledge Agreements or such other documents as the
Administrative Agent shall deem necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a Lien on such Capital
Stock, (ii) take all actions necessary or advisable to cause such Lien to be
duly perfected in accordance with all applicable Requirements of Law, including
delivering all such original certificates evidencing such Capital Stock to the
Administrative Agent together with undated stock powers executed in blank
therefor, and (iii) if requested by the Administrative Agent or the Required
Lenders, deliver to the Administrative Agent legal opinions relating to the
matters described in clauses (i) and (ii) immediately preceding, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be
required to grant to the Administrative Agent a Lien upon the Capital Stock of
any Immaterial Subsidiary.

         (b) With respect to any Person that, subsequent to the Original Closing
Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in
any event within 30 days after such Person becomes a Subsidiary): (i) cause such
new Subsidiary to become a party to the Subsidiary Pledge Agreement and the
Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the
Required Lenders, deliver to the Administrative Agent legal opinions relating to
the matters described in clause (i) immediately preceding, which opinions shall
be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or
Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary
Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital
Stock of or equity interests in any Foreign Subsidiary of the

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<PAGE>

Borrower or any of its Subsidiaries if more than 65% of the assets of such
Subsidiary are securities of foreign companies (such determination to be made on
the basis of fair market value), shall be required to be pledged hereunder.

         6.11 [Intentionally Omitted.]

         6.12 Foreign Jurisdictions. Maintain due qualification 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 to the extent that the failure to so qualify
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

         6.13 Government Contracts. The Borrower and its Subsidiaries shall
apply for and maintain all material facility security clearances and personnel
security clearances required of the Borrower under all Requirements of Law to
perform and deliver under any and all Government Contracts and as otherwise may
be necessary to continue to perform the business of the Borrower and its
Subsidiaries.

         6.14 Lien Searches

         . Not later than 45 days following the Closing Date, the Borrower shall
deliver to the Administrative Agent the results of a search of Uniform
Commercial Code, tax and judgment filings made with respect to each of the
Borrower and its Subsidiaries (other than any Immaterial Subsidiaries) in each
jurisdiction in which the Borrower or such applicable Subsidiary maintains its
principal place of business or any material assets and a certificate of a
Responsible Officer certifying that such lien search results do not disclose any
Liens, except for Liens permitted hereunder.

                         SECTION 7. NEGATIVE COVENANTS

         The Borrower hereby agrees that, so long as any portion of the
Commitments remain in effect or any amount is owing to any Lender or any of the
Agents hereunder or under any other Credit Document, the Borrower shall not, and
(except with respect to subsection 7.1), shall not permit any of its
Subsidiaries to, directly or indirectly:

         7.1 Financial Condition Covenants.

         (a) Debt Ratio. Permit the Debt Ratio at the last day of any fiscal
quarter to be greater than the ratio set forth below opposite the fiscal quarter
during which such fiscal quarter occurs:

         Fiscal Quarter Ending                                    Ratio
         ---------------------                                    -----

         December 31, 1999                                        4.75
         March 31, 2000                                           4.75
         June 30, 2000                                            4.75


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<PAGE>

         September 30, 2000                                       4.50
         December 31, 2000                                        4.50

         March 31, 2001                                           4.50
         June 30, 2001                                            4.50
         September 30, 2001                                       3.75
         December 31, 2001                                        3.75

         March 31, 2002                                           3.75
         June 30, 2002                                            3.75
         September 30, 2002                                       3.25
         and thereafter

         (b) Interest Coverage. Permit the ratio of (i) Consolidated EBITDA to
(ii) Consolidated Cash Interest Expense during any Test Period to be less than
the ratio set forth opposite such period below (such ratio, the "Interest
Coverage Ratio"):

         Test Period                                     Interest Coverage Ratio
         -----------                                     -----------------------

         10/1/99 - 12/31/99                                       2.25
         1/1/00  -  3/31/00                                       2.25
         4/1/00  -  6/30/00                                       2.25
         7/1/00  -  9/30/00                                       2.50
         10/1/00 - 12/31/00                                       2.50

         1/1/01  -  3/31/01                                       2.50
         4/1/01  -  6/30/01                                       2.50
         7/1/01  -  9/30/01                                       2.75
         10/1/01 - 12/31/01                                       2.75

         1/1/02  -  3/31/02                                       2.75
         4/1/02  -  6/30/02                                       2.75
         7/1/02  -  9/30/02                                       3.00
         10/1/02  - and thereafter                                3.00

         7.2 Limitation on Indebtedness. Create, incur, assume or suffer to
exist any Indebtedness (including in respect of Interest Rate Agreements),
except:

            (a) Indebtedness of the Borrower under this Agreement, the Facility
     A Credit Agreement and the Facility C Credit Agreement;

            (b) Indebtedness of the Borrower incurred to finance the acquisition
     of fixed or capital assets (whether pursuant to a loan, a Financing Lease
     or otherwise) in an aggregate principal amount not exceeding $25,000,000 at
     any time outstanding;


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<PAGE>

            (c) Indebtedness assumed in connection with any Investment permitted
     pursuant to subsection 7.9(k) hereof.

            (d) additional Indebtedness of the Borrower not exceeding
     $50,000,000 in aggregate principal amount at any one time outstanding (of
     which up to $35,000,000 may be secured by Liens permitted pursuant to
     subsection 7.3(i) hereof);

            (e) Indebtedness of the Borrower in respect of not more than (i)
     $225,000,000 principal amount of Subordinated Notes issued on the April 30,
     1997 (ii) $180,000,000 principal amount of New Subordinated Notes issued on
     May 22, 1998 and (iii) $200,000,000 principal amount of December 1998
     Subordinated Notes issued on or about December 8, 1998;

            (f) the Indebtedness of the Borrower and its Subsidiaries
     outstanding on the Original Closing Date and reflected on Schedule 7.2(f),
     and refundings or refinancings thereof, provided that no such refunding or
     refinancing shall shorten the maturity or increase the principal amount of
     the original Indebtedness;

            (g) Guarantee Obligations permitted by subsection 7.4;

            (h) the incurrence by any Credit Party of intercompany Indebtedness
     between or among the Credit Parties; provided, however, that if the
     Borrower is the obligor on such Indebtedness, such Indebtedness is
     expressly subordinated to the prior payment in full in cash of all
     Obligations;

            (i) Indebtedness secured by Permitted Liens;

            (j) Indebtedness of the Borrower or any of its Subsidiaries (other
     than as described under subsection 7.2(a) above) incurred in connection
     with the issuance of any surety bonds, performance letters of credit or
     other similar performance bonds required pursuant to any Contractual
     Obligation or Requirement of Law to which Borrower or any of its
     Subsidiaries are subject in an aggregate principal amount not exceeding
     $100,000,000 at any time outstanding, less, without duplication, the
     aggregate amount of then existing Guarantee Obligations permitted under
     7.4(g); and

            (k) Up to $30,000,000 of purchase money Indebtedness the proceeds of
     which are utilized to acquire the real property (including improvements
     thereon) and related assets currently utilized by the Borrower's
     communications systems west division in Salt Lake City, Utah, on terms
     reasonably satisfactory to the Agents.

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

            (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

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<PAGE>

     maintained on the books of the Borrower 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 60 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 and deposits
     securing liability to insurance carriers under insurance or self-insurance
     arrangements;

            (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, zoning restrictions, other
     restrictions and other similar encumbrances previously or hereafter
     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 the Borrower or such Subsidiary;

            (f) Liens in existence on the date hereof listed on Schedule 7.3(f),
     securing Indebtedness permitted by subsection 7.2(f), provided that no such
     Lien is expanded to cover any additional property (other than
     after-acquired title in or on such property and proceeds of the existing
     collateral in accordance with the instrument creating such Lien) after the
     Closing Date and that the amount of Indebtedness secured thereby is not
     increased and extensions, renewals or replacements thereof provided that no
     such extension, renewal or replacement shall shorten the fixed maturity or
     increase the principal amount of the original Indebtedness; and provided,
     further, that the assets of the Borrower and its Subsidiaries encumbered by
     such Liens are existing equipment and other existing tangible assets;

            (g) Liens securing Indebtedness of the Borrower and its Subsidiaries
     permitted by subsections 7.2(b) and 7.2(k) incurred 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 (other than after
     acquired title in or on such property and proceeds of the existing
     collateral in accordance with the instrument creating such Lien) and (iii)
     the principal amount of Indebtedness secured by any such Lien shall at no
     time exceed 100% of the original purchase price of such property of such
     property at the time it was acquired;

            (h) Liens on the property or assets of a corporation which becomes a
     Subsidiary after the date hereof securing Indebtedness permitted by
     subsection 7.2(c),

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<PAGE>

     provided that (i) such Liens existed at the time such corporation became a
     Subsidiary and were not created in anticipation thereof, (ii) any such Lien
     is not expanded to cover any property or assets of such corporation after
     the time such corporation becomes a Subsidiary (other than after acquired
     title in or on such property and proceeds of the existing collateral in
     accordance with the instrument creating such Lien), and (iii) the amount of
     Indebtedness secured thereby is not increased;

            (i) Liens (not otherwise permitted hereunder) which secure
     obligations not exceeding (as to the Borrower and all Subsidiaries)
     $35,000,000 in aggregate amount at any time outstanding;

            (j) Liens created pursuant to the Pledge Agreements;

            (k) Liens on the property of the Borrower or any of its Subsidiaries
     in favor of landlords securing licenses, subleases or leases entered into
     in the ordinary course of business;

            (l) licenses, leases or subleases permitted hereunder granted to
     other Persons not interfering in any material respect in the business of
     the Borrower or any of its Subsidiaries;

            (m) so long as no Default or Event of Default shall have occurred
     and be continuing under clause (f) of Section 8, attachment or judgment
     Liens in an aggregate amount outstanding at any one time not in excess of
     $7,500,000;

            (n) Liens arising from precautionary Uniform Commercial Code
     financing statement filings with respect to operating leases or consignment
     arrangements entered into by the Borrower, or any of its subsidiaries in
     the ordinary course of business; and

            (o) Liens in favor of a banking institution arising by operation of
     law encumbering deposits (including the right of set-off) held by such
     banking institutions incurred in the ordinary course of business and which
     are within the general parameters customary in the banking industry.

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

            (a) Guarantee Obligations in existence on the date hereof and listed
     on Schedule 7.4 and extensions, renewals and replacements thereof,
     provided, however, that no such extension, renewal or replacement shall
     shorten the fixed maturity or increase the principal amount of the
     Indebtedness guaranteed by the original guarantee;

            (b) Guarantee Obligations incurred after the date hereof in an
     aggregate amount not to exceed $30,000,000 at any one time outstanding for
     the Borrower and its Subsidiaries;

                                       67
<PAGE>

            (c) guarantees made by the Subsidiaries of the Borrower pursuant to
     the Subordinated Debt Documents, the New Subordinated Debt Documents and
     the December 1998 Subordinated Debt Documents;

            (d) Guarantee Obligations under the Credit Documents and the
     Facility A Credit Documents and the Facility C Credit Documents;

            (e) L/C Obligations and the Facility A L/C Obligations;

            (f) Guarantee Obligations of the Borrower or any Subsidiary in
     respect of obligations of a Subsidiary permitted to be incurred by such
     Subsidiary by this Agreement; and

            (g) Guarantee Obligations in respect of surety bonds and/or
     performance letters of credit which shall not exceed $100,000,000 at any
     time less, without duplication, the amount of outstanding Indebtedness
     permitted under subsection 7.2(j).

         7.5 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 property, business or
assets, or make any material change in its present method of conducting
business, except:

            (a) any Subsidiary of the Borrower may be merged or consolidated
     with or into the Borrower (provided that the Borrower shall be the
     continuing or surviving corporation) or with or into any one or more wholly
     owned Subsidiaries of the Borrower (provided that the wholly owned
     Subsidiary or Subsidiaries shall be the continuing or surviving
     corporations); and

            (b) any wholly owned Subsidiary may sell, lease, transfer or
     otherwise dispose of any or all of its assets (upon voluntary liquidation
     or otherwise) to the Borrower or any other wholly owned Subsidiary of the
     Borrower that is a Credit Party.

         7.6 Limitation on Sale of Assets. Convey, sell, lease, assign, transfer
or otherwise 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 other than the Borrower or any
wholly owned Subsidiary, except:

            (a) the sale or other disposition of obsolete or worn out property
     in the ordinary course of business;

            (b) the sale of any property or assets not otherwise permitted by
     this subsection 7.6; provided that the Net Proceeds thereof shall be
     applied pursuant to subsection 2.6(b)(ii);

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<PAGE>

            (c) as permitted pursuant to subsection 7.5(b);

            (d) the sale, lease, transfer or exchange of inventory in the
     ordinary course of business;

            (e) transfers resulting from any casualty or condemnation of
     property or assets;

            (f) intercompany sales or transfers of assets made in the ordinary
     course of business;

            (g) licenses, leases or subleases of tangible property in the
     ordinary course of business;

            (h) any consignment arrangements or similar arrangements for the
     sale of assets in the ordinary course of business;

            (i) the sale or discount of overdue accounts receivable arising in
     the ordinary course of business, but only in connection with the compromise
     or collection thereof; and

            (j) the conveyance, sale, assignment or contribution to any new
     Subsidiary of the Borrower or any existing Subsidiary of the Borrower
     assets of the Borrower or any Subsidiary of the Borrower not exceeding five
     percent (5%) of the Consolidated Total Assets.

         7.7 Limitation on Dividends. Declare or pay any dividend (other than
dividends payable solely in common stock of the Borrower) 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 the Borrower 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 the Borrower or
any Subsidiary other than Permitted Stock Payments.

         7.8 Limitation on Capital Expenditures. Make or commit to make (by way
of the acquisition of securities of a Person or otherwise) any expenditure in
respect of the purchase or other acquisition of fixed or capital assets
(excluding any such asset acquired in connection with normal replacement and
maintenance programs properly charged to current operations) except for capital
expenditures in the ordinary course of business not exceeding $45,000,000 in the
aggregate for the Borrower and its Subsidiaries during any fiscal year of the
Borrower; provided, that up to 50% of any such amount not so expended in the
fiscal year for which it is permitted above may be carried over for expenditure
in the next following fiscal year; provided, further, that Borrower and/or its
Subsidiaries may exceed the annual limit on capital expenditures set forth above
by utilizing any amounts available for Investments permitted under subsection
7.9(k) hereto to fund such additional Capital Expenditures.

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         7.9 Limitation on Investments, Loans and Advances. Make any advance,
loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or other securities of or any assets constituting a
business unit of, or make any other investment in, any Person ("Investments"),
except:

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

            (b) investments in Cash Equivalents;

            (c) loans to officers of the Borrower listed on Schedule 7.9(c) in
     aggregate principal amounts outstanding not to exceed the respective
     amounts set forth for such officers on said Schedule;

            (d) loans and advances to employees of the Borrower or its
     Subsidiaries for travel, entertainment and relocation expenses in the
     ordinary course of business in an aggregate amount for the Borrower and its
     Subsidiaries not to exceed $1,000,000 at any one time outstanding;

            (e) investments by the Borrower in its Subsidiaries that are Credit
     Parties and investments by such Subsidiaries in the Borrower and in other
     Subsidiaries that are Credit Parties;

            (f) so long as no Event of Default has occurred and is continuing,
     loans by the Borrower to its employees (other than any Principals or their
     Related Parties) in connection with (i) management incentive plans, (ii)
     management stock purchase plans, and (iii) obligations of employee
     option-holders of Storm Control Systems, Inc. to fund the exercise of such
     options, which loans in (i), (ii) and (iii) in the aggregate do not exceed
     $5,000,000;

            (g) Investments in existence on the Original Closing Date set forth
     on Schedule 7.9(g) and extensions, renewals, modifications or restatements
     or replacements thereof; provided that no such extension, renewal,
     modification or restatement shall increase the amount of the original loan,
     advance or investment;

            (h) promissory notes and other similar non-cash consideration
     received by the Borrower and its Subsidiaries in connection with the
     dispositions permitted by subsection 7.6(b);

            (i) Investments permitted by subsection 7.6(b) and subsection
     7.6(j);

            (j) Investments (including debt obligations and Capital Stock)
     received in connection with the bankruptcy or reorganization of suppliers
     and customers and in settlement of delinquent obligations of, and other
     disputes with, customers and suppliers arising in the ordinary course of
     business;

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            (k) Investments made at any time from and after the Original Closing
     Date to acquire (i) all or any portion of the Capital Stock, or all or any
     portion of the assets, of any Person (other than the Borrower or any of its
     Subsidiaries) that is engaged in a Similar Business, or (ii) all or
     substantially all of the assets of any division of any Person (other than
     the Borrower or any of its Subsidiaries) that is engaged in a Similar
     Business; provided, that, (a) if such Investment is an acquisition of a
     majority of the Voting Stock of any Person, such Person's board of
     directors or similar governing body shall have approved such acquisition
     and (b) at the time of each such Investment described above in clauses (i)
     and (ii) (both before and after giving effect to such Investment), there
     shall exist no Default or Event of Default and the aggregate consideration
     paid (regardless of form, including in the case of an acquisition of
     assets, any assumed obligations) in connection with all Investments made
     pursuant to this subsection 7.9(k) shall not exceed the New Investment
     Sublimit (without deducting therefrom (w) the portion of any purchase price
     for any Investment funded with Capital Stock of Holdings, (x) consideration
     paid by the Borrower in connection with the acquisition of SPD Technologies
     pursuant to the SPD Technologies Acquisition Agreement, (y) consideration
     not exceeding $92 million paid by Borrower in connection with the
     acquisition of Microdyne Corporation and (z) any consideration paid prior
     to December 8, 1998 by the Borrower in connection with any Investment which
     is listed on Schedule 7.9(k) hereto); provided, further, that in connection
     with each individual, or series of related, Investments made pursuant to
     this subsection 7.9(k),the Borrower shall deliver to the Administrative
     Agent, on or prior to the date which is one Business Day prior to the
     consummation of such Investment or Investments, a certificate of a
     Responsible Officer that certifies that no Default or Event of Default has
     occurred and is continuing or will be caused as a result of consummating
     such proposed Investment.

         7.10 Limitation on Optional Payments and Modifications of Instruments
and Agreements.

         (a) Make any optional payment or prepayment on or redemption or
purchase of, or deliver any funds to any trustee for the prepayment, redemption
or defeasance of, any Subordinated Debt or amend, modify or change, or consent
or agree to any amendment, modification or change to any of the material terms
of any such Subordinated Debt Documents, New Subordinated Debt Documents or
December 1998 Subordinated Debt Documents (other than any such amendment,
modification or change which 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).

         (b) Amend its Constitutional Documents in any manner which could
adversely affect the rights of the Lenders under the Credit Documents or their
ability to enforce the same.

         (c) Modify or amend, or waive any provision or condition contained in,
any of the Transaction Documents in any manner that could reasonably be expected
to be adverse to the Lenders.


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         7.11 Limitation on Transactions with Affiliates.

         (a) Enter into any transaction, including, without limitation, any
purchase, sale, lease or exchange of property or the rendering of any service,
with any Affiliate unless such transaction is (i) otherwise permitted under this
Agreement, (ii) in the ordinary course of the Borrower's or such Subsidiary's
business and (iii) upon fair and reasonable terms no less favorable to the
Borrower 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.

         (b) In addition, notwithstanding the foregoing, the Borrower and its
Subsidiaries shall be entitled to make the following payments and/or to enter
into the following transactions:

            (i) the payment of reasonable and customary fees and reimbursement
     of expenses payable to directors of the Borrower and Holdings;

            (ii) the employment arrangements with respect to the procurement of
     services of directors, officers and employees in the ordinary course of
     business and the payment of reasonable fees in connection therewith;

            (iii) payments to directors and officers of the Borrower and its
     Subsidiaries in respect of the indemnification of such Persons in such
     respective capacities from and against any and all liabilities,
     obligations, losses, damages, penalties, actions, judgments, suits, costs,
     expenses or disbursements, as the case may be, pursuant to the
     Constitutional Documents or other corporate action of the Borrower or its
     Subsidiaries, respectively, or pursuant to applicable law; and

            (iv) transactions described in the Transaction Documents.

         7.12 Limitation on Sales and Leasebacks. Enter into any arrangement
with any Person providing for the leasing by the Borrower or any Subsidiary of
real or personal property which has been or is to be sold or transferred by the
Borrower 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 the Borrower or such Subsidiary; provided that the
Borrower may enter into a sale and leaseback transaction if the Borrower could
have (a) incurred Indebtedness in an amount equal to the Attributable Debt
relating to such sale and leaseback transaction and (b) incurred a Lien to
secure such Indebtedness, in each case in accordance with the restrictions
contained in this Agreement and the other Credit Documents.

         7.13 Limitation on Changes in Fiscal Year. Permit the fiscal year of
the Borrower to end on a day other than December 31.

         7.14 Limitation on Negative Pledge Clauses. Enter into with any Person
any agreement, other than (a) this Agreement, the Facility A Credit Agreement
and the Facility C Credit Agreement, (b) the Subordinated Debt Documents, the
New Subordinated Debt Documents or the December 1998 Subordinated Debt
Documents, and (c) any industrial revenue

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bonds, purchase money mortgages or Financing Leases permitted by this Agreement
(in which cases, any prohibition or limitation shall only be effective against
the assets financed thereby other than after acquired title in or on such
property and proceeds of the existing collateral in accordance with the
instrument creating such Lien), which prohibits or limits the ability of the
Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired.

         7.15 Limitation on Lines of Business. Enter into any business, either
directly or through any Subsidiary (other than an Immaterial Subsidiary), except
for Similar Businesses.

         7.16 Designated Senior Debt. Designate any Indebtedness or other
obligation, other than Indebtedness under the Credit Documents, as "Designated
Senior Debt," as such term is defined in the Indenture as in effect on April 30,
1997, the New Subordinated Debt Indenture as in effect on May 22, 1998 or the
December 1998 Subordinated Debt Indenture as in effect on December 8, 1998, or
any comparable designation that confers upon the holders of such Indebtedness or
other obligation (or any Person acting on their behalf) the right to initiate
blockage periods under the Indenture, the New Subordinated Debt Indenture or the
December 1998 Subordinated Debt Indenture or any other Indebtedness or other
obligation of the Borrower and its Subsidiaries (other than as a result of a
payment default).

                          SECTION 8. EVENTS OF DEFAULT

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

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

         (b) Any representation or warranty made or deemed made by the Borrower
or any other Credit Party herein or in any other Credit 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
Credit Document shall prove to have been incorrect in any material respect on or
as of the date made or deemed made;

         (c) The Borrower or any other Credit Party shall default in the
observance or performance of any agreement contained in Section 7 or subsection
6.7(a) of this Agreement, Section 4 of the Parent Guarantee, Section 4 of the
Subsidiary Guarantee, Section 4 of the Parent Pledge Agreement, Section 4 of the
Borrower Pledge Agreement, or Section 4 of the Subsidiary Pledge Agreement;

         (d) The Borrower or any other Credit Party shall default in the
observance or performance of any other agreement contained in this Agreement or
any other Credit Document (other than as provided in paragraphs (a) through (c)
of this Section), and such default shall continue unremedied for a period of 30
days;

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<PAGE>

         (e) The Borrower or any of its Subsidiaries shall (i) default (x) in
any payment of principal of or interest of any Indebtedness (other than the
Loans, the L/C Obligations and any intercompany debt) or Interest Rate Agreement
Obligations or (y) in the payment of any Guarantee Obligation (excluding any
guaranties of the Obligations), beyond the period of grace, if any, provided in
the instrument or agreement under which such Indebtedness, Interest Rate
Agreement Obligation or Guarantee Obligation was created; or (ii) default in the
observance or performance of any other agreement or condition relating to any
such Indebtedness, Interest Rate Agreement Obligation or Guarantee Obligation or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee
Obligation (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity or such Guarantee
Obligation to become payable; provided, however, that no Default or Event of
Default shall exist under this paragraph unless (i) the aggregate amount of
Indebtedness, Interest Rate Agreement Obligations and/or Guarantee Obligations
in respect of which any default or other event or condition referred to in this
paragraph shall have occurred shall be equal to at least $7,500,000 and (ii)
such default continues for a period in excess of 10 days;

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

         (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

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<PAGE>

the Borrower 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,
reasonably 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) the Borrower 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 similar event or
condition shall occur or exist with respect to a Plan that is not in the
ordinary course; 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
reasonably be expected to have a Material Adverse Effect;

         (h) One or more judgments or decrees shall be entered against Holdings,
the Borrower or any of its Subsidiaries involving in the aggregate a liability
(not paid or fully covered by insurance (which coverage has been acknowledged by
the appropriate insurers)) of $7,500,000 or more, and all such judgments or
decrees shall not have been vacated, discharged, stayed or bonded pending appeal
within 60 days from the entry thereof;

         (i) (i) Any of the Pledge Agreements shall cease, for any reason, to be
in full force and effect (unless released by the Administrative Agent at the
direction of the requisite Lenders or as otherwise permitted under this
Agreement or the other Credit Documents), or the Borrower or any other Credit
Party which is a party to any of the Pledge Agreements shall so assert or (ii)
the Lien created by any of the Pledge Agreements shall cease to be enforceable
and of the same effect and priority purported to be created thereby (and, if
such invalidity is such so as to be amenable to cure without materially
disadvantaging the position of the Administrative Agent and the Lenders, as the
case may be, as secured parties thereunder, the Credit Party shall have failed
to cure such invalidity within 30 days after notice from the Administrative
Agent);

         (j) The Guarantee Obligation of any Credit Party under the Credit
Documents shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Credit Party or any Person acting on behalf of any Credit Party, shall deny or
disaffirm its obligations under such Guarantee Obligation;

         (k) There shall have occurred a Change in Control; or

         (l) An "Event of Default" as defined in the Facility A Credit Agreement
and/or the Facility C Credit Agreement shall have occurred and be continuing;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section above with respect to the
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement (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) and the Notes
shall immediately become due and payable, and (B) if such event is any other
Event of Default, either or both of the

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<PAGE>

following actions may be taken: (i) 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 the Borrower declare the Commitments to
be terminated forthwith, whereupon the 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 of default to the Borrower, declare the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement (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) and the Notes to be due and payable forthwith,
whereupon the same shall immediately become due and payable.

         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, the Borrower shall at such time deposit in a cash
collateral account opened by the Administrative Agent an amount equal to the
Dollar Equivalent of the aggregate then undrawn and unexpired amount of such
Letters of Credit. The Borrower hereby grants to the Administrative Agent, for
the benefit of the Issuing Lender and the L/C Participants (and the benefit of
each such "Issuing Lender" and the "L/C Participants" as defined in the Facility
A Credit Agreement), a security interest in such cash collateral to secure all
obligations of the Borrower under this Agreement, the Facility A Credit
Agreement, the other Credit Documents and the other Facility A Credit Documents.
Amounts held in such cash collateral account shall be applied by the
Administrative Agent in accordance with subsection 2.12 hereof. The Borrower
shall execute and deliver to the Administrative Agent, for the account of the
Issuing Lender and the L/C Participants (and each applicable "Issuing Lender"
and the "L/C Participants" as defined in the Facility A Credit Agreement), such
further documents and instruments as the Administrative Agent may request to
evidence the creation and perfection of the within security interest in such
cash collateral account.

         EXCEPT AS EXPRESSLY PROVIDED ABOVE IN THIS SECTION, PRESENTMENT,
DEMAND, PROTEST AND ALL OTHER NOTICES OF ANY KIND ARE HEREBY EXPRESSLY WAIVED.

                      SECTION 9. THE AGENTS; THE ARRANGERS

         9.1 Appointment. Each Lender hereby irrevocably designates and appoints
each of the Agents as the agent of such Lender under this Agreement and the
other Credit Documents, and each such Lender irrevocably authorizes each of the
Agents, in such capacity, to take such action on its behalf under the provisions
of this Agreement and the other Credit Documents and to exercise such powers and
perform such duties as are expressly delegated to such Agent by the terms of
this Agreement and the other Credit Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Agreement, none of the Agents shall have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied

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covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or any other Credit Document or otherwise exist
against any of the Agents.

         9.2 Delegation of Duties. The Agents may execute any of their duties
under this Agreement and the other Credit Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. None of the Agents shall be responsible for
the negligence or misconduct of any agents or attorneys in-fact selected by it
with reasonable care.

         9.3 Exculpatory Provisions. Neither any of the Agents nor any of their
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement or any other Credit Document
(except for its or 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 the Borrower or any officer
thereof contained in this Agreement or any other Credit Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by such Agent under or in connection with, this Agreement or any
other Credit Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Credit Document or
for any failure of the Borrower to perform its obligations hereunder or
thereunder. None of the Agents 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 Credit
Document, or to inspect the properties, books or records of the Borrower.

         9.4 Reliance by Agents. The Agents shall be entitled to rely, and shall
be fully protected in relying, upon any Note, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and other experts
selected by such Agent. The Agents 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 such Agent. Except as
expressly provided in this Agreement, the Agents shall be fully justified in
failing or refusing to take any action under this Agreement or any other Credit
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or 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
Agents shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Credit Documents in accordance with a
request of the Required 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.

         9.5 Notice of Default. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless
such Agent has received notice from a Lender or the Borrower referring to this
Agreement, describing such Default or

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<PAGE>

Event of Default and stating that such notice is a "notice of default". In the
event that any Agent receives such a notice, such Agent shall give notice
thereof to the Lenders. Each Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required
Lenders; provided that unless and until such Agent shall have received such
directions, such 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.

         9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that neither any of the Agents nor any of their officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by any of the Agents
hereafter taken, including any review of the affairs of the Borrower, shall be
deemed to constitute any representation or warranty by any of the Agents to any
Lender. Each Lender represents to each of the Agents that it has, independently
and without reliance upon any of the Agents 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 credit worthiness of the Borrower and made its
own decision to make its Loans hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon any
of the Agents 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, appraisals and decisions in taking or not taking action under this
Agreement and the other Credit Documents, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrower. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by any of the Agents hereunder (or copies of which have been provided to
the Administrative Agent pursuant to this Agreement), none of the Agents 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 Credit Party which may come
into the possession of such Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

         9.7 Indemnification. The Lenders agree to indemnify each of the Agents
in their respective capacities as such (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so), ratably
according to their respective Commitment Percentages with respect to all Types
of Loans in effect on the date on which indemnification is sought, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against any of the Agents in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Credit 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 any of the
Agents 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 resulting from such Agent's gross negligence or willful
misconduct. The

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<PAGE>

agreements in this subsection shall survive the payment of the Loans and all
other amounts payable hereunder.

         9.8 Agents, in Their Individual Capacities. The Agents and their
respective Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Borrower as though the Agents were not
acting in such capacities hereunder and under the other Credit Documents. With
respect to the Loans made or renewed by it and any Note issued to it or Loan
Account maintained 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 Credit Documents as any Lender and may exercise the
same as though it were not an Agent, and the terms "Lender" and "Lenders" shall
include the Agents in their individual capacities.

         9.9 Successor Administrative Agent, Syndication Agent and Documentation
Agent. The Administrative Agent may resign as Administrative Agent upon 30 days'
notice to the Lenders. If the Administrative Agent resigns under this Agreement,
the Required Lenders shall appoint from among the Lenders a successor
administrative agent for the Lenders, which successor administrative agent
shall, unless a Default or Event of Default shall have occurred and be
continuing, be approved by the Borrower. If no successor administrative 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 Borrower, a successor administrative agent from among the Lenders. Upon
the acceptance of its appointment as successor administrative agent hereunder,
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor administrative agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Section 9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 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 perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
administrative agent as provided for above. Similarly, the Syndication Agent
and/or the Documentation Agent may resign as Syndication Agent and/or
Documentation Agent, as the case may be, upon 30 days' notice to the Lenders.
The procedure for replacement and effective date of resignation for the
Syndication Agent and the Documentation Agent shall be identical to that
provided above for the Administrative Agent.

         9.10 The Arrangers and the Co-Agents. Except as expressly set forth
herein, each of the Arrangers and the Co-Agents, in their respective capacities
as such, shall have no duties or responsibilities, and shall incur no
liabilities, under this Agreement or the other Credit Documents.

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                            SECTION 10. MISCELLANEOUS

         10.1 Amendments and Waivers. Neither this Agreement nor any other
Credit Document, nor any terms hereof or thereof may be amended, supplemented,
waived or modified except in accordance with the provisions of this subsection.
The Required Lenders may, or, with the written consent of the Required Lenders,
the Administrative Agent may, from time to time, (a) enter into with the
Borrower written amendments, supplements or modifications hereto and to the
other Credit Documents for the purpose of adding any provisions to this
Agreement or the other Credit Documents or changing in any manner the rights of
the Lenders or of the Borrower 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 Credit 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) reduce the amount or extend any scheduled
date of maturity of any Loan, extend the expiration of any Letter of Credit
beyond the Revolving 364 Day Termination Date, or reduce the stated rate or
amount of any interest or fee payable hereunder or extend the scheduled date of
any payment thereof, in each case without the consent of each Lender affected
thereby, or increase the commitment of any Lender or extend the expiry of the
commitment of any Lender without the consent of such Lender, (ii) amend, modify
or waive the definition of Required Lenders, or consent to the assignment or
transfer by the Borrower of any of its rights and obligations under this
Agreement and the other Credit Documents, in each case without the written
consent of all the Lenders, (iii) release all or substantially all of the
Collateral or release all or substantially all of the Credit Parties from their
Guarantee Obligations under the Credit Documents without the consent of all
Lenders, (iv) amend, modify or waive any provision of Section 9 without the
written consent of the then Agents, or (v) amend, modify or waive any provision
of this Agreement or any other Credit Document which would directly and
adversely affect the Arrangers or the Agents or the Issuing Lender without the
written consent of the Arrangers, the Agents or the Issuing Lender, as the case
may be. In addition to the foregoing, (A) no amendment, modification,
termination or waiver of any provision of subsection 2.5, subsection 2.6 or
subsection 2.12 which has the effect of changing any interim scheduled payments,
voluntary or mandatory prepayments, the application of any scheduled payment or
voluntary or mandatory prepayment, the application of proceeds of any Collateral
or any Commitment reductions applicable to any Class (an "Affected Class") in a
manner that disproportionately disadvantages such Class relative to the other
Class shall be effective without the written concurrence of the Requisite Class
Lenders of the Affected Class (it being understood and agreed that any
amendment, modification, termination or waiver of any provision which only
postpones or reduces any interim scheduled payment, voluntary or mandatory
prepayment or Commitment reduction from those set forth in subsection 2.6 with
respect to only one Class shall be deemed to not disproportionately disadvantage
the other Class and, therefore, shall not require the consent of Requisite Class
Lenders of such other Class), (B) no amendment, modification, termination or
waiver of any provision of any Guarantee or Pledge Agreement shall be effective
without the written concurrence of the Requisite Class Lenders for each Class
and (C) no amendment, modification or waiver with respect to any provision of
this subsection 10.1 or to the definition of "Requisite Class Lenders" shall be
effective without the written concurrence of all Lenders, all Facility A Lenders
and all Facility C Lenders Any such waiver and any such

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<PAGE>

amendment, supplement or modification shall apply equally to each of the Lenders
and shall be binding upon the Borrower, the Lenders, the Agents and the Issuing
Lender and all future holders of the Loans. Any extension of a Letter of Credit
by the Issuing Lender shall be treated hereunder as issuance of a new Letter of
Credit. In the case of any waiver, the Borrower, the Lenders and the Agents and
the Issuing Lender shall be restored to their former positions and rights
hereunder and under the other Credit Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereon.

         10.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand,
when delivered, (b) in the case of delivery by mail, three days after being
deposited in the mails, postage prepaid, or (c) in the case of delivery by
facsimile transmission, when sent and receipt has been confirmed, addressed as
follows in the case of the Borrower, the Administrative Agent, Issuing Lender,
the Syndication Agent and the Documentation Agent, and as set forth in Schedule
I in the case of the other parties hereto, or to such other address as may be
hereafter notified by the respective parties hereto:

     Holdings, the Borrower
       or any of its
       Subsidiaries:                    L-3 Communications Corporation
                                        600 Third Avenue, 34th Floor
                                        New York, NY  10016

                                        Attention:  Robert LaPenta
                                        Fax:  (212) 805-5470

                                        with a copy to

                                        Attention:  Christopher C. Cambria
                                        Fax:  (212) 805-5494


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<PAGE>

     The Administrative
       Agent:                         Addresses for notices of borrowing,
                                      prepayments and other administrative
                                      matters:

                                      Bank of America, N.A.
                                      1850 Gateway Boulevard, 5th Floor
                                      Concord, CA  94520

                                      Attention:  Agency Administrative
                                                    Services #5596
                                                  Josephine T. Flores,
                                                  Vice President
                                      Fax:         (925) 675-8500
                                      Tel:         (925) 675-8374

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

                                      Bank of America, N.A.
                                      1455 Market Street, 12th Floor
                                      San Francisco, CA  94103

                                      Attention:  Agency Management #10831
                                                  Dietmar Schiel, Vice President
                                      Fax:         (415) 436-3425
                                      Tel:         (415) 436-2769

                                      with a copy to:

                                      Bank of America, N.A.
                                      335 Madison Avenue
                                      New York, NY 10017

                                      Attention:  Lisa B. Choi
                                      Fax:  (212) 503-7066
                                      Tel:  (212) 503-8101


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<PAGE>

     The Issuing Lender:

                                     Bank of America, N.A.
                                     333 S. Beaudry Avenue, 19th Floor
                                     Los Angeles CA  90017-1486

                                     Attention: Trade Operations Center -
                                                Standby Letters of Credit
                                                #22621
                                                Sandra M. Leon, Vice President
                                     Fax:         (213) 345-6694
                                     Tel:         (213) 345-5231

     The Documentation
       Agent:                        Lehman Commercial Paper Inc.
                                     3 World Financial Center, 9th Floor
                                     New York, New York  10285

                                     Attention:  Michele Swanson
                                     Fax:  (212) 528-0819

     The Syndication
       Agent:                        Lehman Commercial Paper Inc.
                                     3 World Financial Center, 9th Floor
                                     New York, New York 10285

                                     Attention:  Michelle Swanson
                                     Fax:  (212) 528-0819

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsection 2.2, 2.4, 2.6, 2.7, 2.12 or 3.2 shall not
be effective until received.

         10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any Agent or any Lender, any right, remedy,
power or privilege hereunder or under the other Credit 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.

         10.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Credit 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.

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<PAGE>

         10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
reimburse each of the Agents for all of their respective reasonable
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 Credit Documents and any other documents prepared
in connection herewith or therewith, and the consummation and administration of
the transactions contemplated hereby and thereby, including, without limitation,
the reasonable fees, charges and disbursements of a single counsel for the
Lenders (in addition to any local counsel), (b) to pay or reimburse each Lender
and each Agent for all its costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the other Credit
Documents and any such other documents, including, without limitation, the fees
and disbursements of counsel to each Lender and of counsel to any Agent, (c) to
pay, indemnify, and hold each Lender and each Agent and each Issuing Lender
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes, 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 Credit Documents and any such other documents, and (d) to
pay, indemnify, and hold each Lender and each Arranger, each Agent and each
Issuing Lender 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 or the other Credit Documents or the use of the proceeds of the Loans
in connection with the Transaction, including, without limitation, any of the
foregoing relating to the violation of, noncompliance with or liability under,
any Environmental Law applicable to the operations of the Borrower, any of its
Subsidiaries or any of the Properties (all the foregoing in this clause (d),
collectively, the "indemnified liabilities"), it being understood that the
Borrower shall have an obligation hereunder to the Lender or any Agent with
respect to any indemnified liabilities incurred by any Agents, Arranger or the
Issuing Lender or any Lender as a result of any Materials of Environmental
Concern that are first manufactured, emitted, generated, treated, released,
spilled, stored or disposed of on, at or from any Property or any violation of
any Environmental Law, which in any case first occurs on or with respect to such
Property (i) after the Property is transferred to any Agent, Arranger, Issuing
Lender or any Lender or their successors or assigns by foreclosure sale, deed in
lieu of foreclosure, or similar transfer or, following such transfer, (ii) in
connection with, but prior to, the sale, leasing or other transfer of such
Property by such Agent, Arranger, Issuing Lender, or any Lender or their
successors or assigns to one or more third parties; provided, however, that the
Borrower shall have no obligation hereunder to any Agent or the Issuing Lender
or any Lender with respect to otherwise indemnified liabilities arising from the
gross negligence or willful misconduct of such Agent or the Issuing Lender or
any such Lender, or with respect to otherwise indemnified liabilities following
the sale, leasing or other transfer of such Property to one or more third
parties. The agreements in this subsection shall survive repayment of the Loans
and all other amounts payable hereunder.

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<PAGE>

         10.6 Successors and Assigns; Participation and Assignments.

         (a) This Agreement shall be binding upon and inure to the benefit of
the Borrower, the Lenders, the Agents and their respective successors and
assigns, except that the Borrower 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, in the ordinary course of its business and in
accordance with applicable law and the limitations set forth in subsection
2.1(a)(ii), at any time sell to one or more banks or other entities
("Participants") participating interests in any Loan owing to such Lender or any
other interest of such Lender hereunder and under the other Credit 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 Lender shall remain the holder of
any such Loan for all purposes under this Agreement and the other Credit
Documents, and the Borrower and the Agents 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 Credit Documents. No Lender shall
be entitled to create in favor of any Participant, in the participation
agreement pursuant to which such Participant's participating interest shall be
created or otherwise, any right to vote on, consent to or approve any matter
relating to this Agreement or any other Credit Document except for those
specified in clauses (i), (ii) and (iii) of the proviso to subsection 10.1. The
Borrower agrees that if amounts outstanding under this Agreement 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 subsection 10.7(a) as
fully as if it were a Lender hereunder. The Borrower also agrees that each
Participant shall be entitled to the benefits of subsections 2.14, 2.15 and 2.16
with respect to its participation in the Letters of Credit, the Commitments and
the Loans outstanding from time to time as if it was a Lender; provided that in
the case of subsection 2.15, such Participant shall have complied with the
requirements of said subsection; provided, further, that no Participant shall be
entitled to receive any greater amount pursuant to any such subsection 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 may, in the ordinary course of its business and in
accordance with applicable law and the limitations set forth in subsection
2.1(a)(ii), at any time and from time to time assign to any Lender, any
affiliate thereof or, in the case of Lender that is an investment fund which is
regularly engaged in making, purchasing or investing in loans or securities (an
"Investment Fund"), any other such Investment Fund which is under common
management with such Lender, or, with the consent of the Borrower, the
Administrative Agent, the Syndication Agent and each Applicable Issuing Lender
(which in each case shall not be

                                       85
<PAGE>

unreasonably withheld), to an additional bank, Investment Fund or financial
institution (an "Assignee") all or any part of its rights and obligations under
this Agreement and the other Credit Documents pursuant to an Assignment and
Acceptance, substantially in the form of Exhibit F, executed by such Assignee,
such assigning Lender (and, in the case of an Assignee that is not then a Lender
or an affiliate thereof, by the Borrower, the Administrative Agent, the
Syndication Agent and each Applicable Issuing Lender) and delivered to the
Administrative Agent for its acceptance and recording in the Register with a
copy to the Syndication Agent, provided that, in the case of any such assignment
to an additional bank or financial institution, (A) either (x) such assignment
is of all the rights and obligations of the assigning Lender or (y) the sum of
the aggregate principal amount of the Loans, the aggregate amount of the L/C
Obligations and the aggregate amount of the unused Commitments being assigned
and, if such assignment is of less than all of the rights and obligations of the
assigning Lender, the sum of the aggregate principal amount of the Loans, the
aggregate amount of the L/C Obligations and the aggregate amount of the unused
Commitments remaining with the assigning Lender are each not less than
$5,000,000 (or such lesser amount as may be agreed to by the Borrower and the
Administrative Agent) and (B) each Assignee which is a Non-U.S. Lender shall
comply with the provisions of clause (A) of subsection 2.15(b) hereof, or, with
the prior written consent of the Borrower, which shall not be unreasonably
withheld, the provisions of clause (B) of subsection 2.15(b) hereof (and, in
either case, with all of the other provisions of subsection 2.15(b) hereof).
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 as set forth therein and (y) the assigning Lender 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 or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such assigning Lender shall cease to be a
party hereto). Notwithstanding any provision of this paragraph (c) and paragraph
(f) of this subsection, the consent of the Borrower shall not be required for
any assignment which occurs at any time when any of the events described in
clause (f) of Section 8 shall have occurred and be continuing.

         (d) The Administrative Agent, on behalf of the Borrower, shall maintain
at the address of the Administrative Agent referred to in subsection 10.2 a copy
of each Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of the names and addresses of the Lenders and
Commitments of and principal amounts of the Loans of each Type owing to each
Lender from time to time and the registered owners of the Obligations evidenced
by the Notes and the Loan Accounts. The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrower, the
Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register as the owner of a Loan, a Note or other Obligation
hereunder as the owner thereof for all purposes of this Agreement and the other
Credit Documents, notwithstanding any notice to the contrary. Any assignment of
any Loan, Commitment or other obligation evidenced by a Note or a Loan Account
shall be effective only upon appropriate entries with respect thereto being made
in the Register, and prior to such recordation, all amounts owing to the
assignor with respect thereto shall remain owing to the assignor. Any assignment
or transfer of all or part of an Obligation evidenced by a Note shall be

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<PAGE>

registered in the Register only upon surrender for registration of assignment or
transfer of the Note evidencing such Obligation, duly endorsed by (or
accompanied by a written instrument of assignment or transfer duly executed by)
the holder thereof, and thereupon one or more new Notes shall be issued to the
designated Assignee, if requested, and the old Note shall be returned by the
Administrative Agent to the Borrower marked "canceled."

         (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an affiliate thereof, by the Borrower the Administrative Agent,
the Syndication Agent and each Applicable Issuing Lender) together with payment
to the Administrative Agent of a registration and processing fee of $3,000
(provided that no such payment shall be required whenever LCPI or BOA is the
assigning Lender), the Administrative Agent shall (i) promptly accept such
Assignment and Acceptance and (ii) on the effective date determined pursuant
thereto record the information contained therein in the Register and give notice
of such acceptance and recordation to the Lenders and the Borrower. Following
the effective date of any such Assignment and Acceptance, the Administrative
Agent shall be entitled to update Schedule I hereto to reflect the then
outstanding Commitments of each Lender whereupon such amended Schedule I shall
be substituted for the pre-existing Schedule I and be deemed a part of this
Agreement without any further action or consent of any party and the
Administrative Agent shall promptly deliver a copy of such amended Schedule I to
each Lender and the Borrower.

         (f) The Borrower authorizes each Lender to disclose to any Participant
or Assignee (each, a "Transferee") and any prospective Transferee, subject to
the provisions of subsection 10.15, any and all financial information in such
Lender's possession concerning the Borrower and its Affiliates which has been
delivered to such Lender by or on behalf of the Borrower pursuant to this
Agreement or which has been delivered to such Lender by or on behalf of the
Borrower in connection with such Lender's credit evaluation of the Borrower and
its Affiliates prior to becoming a party to this Agreement.

         (g) If, pursuant to this subsection 10.6, any interest in this
Agreement or any Loan is transferred to any Transferee which would be a Non-U.S.
Lender upon the effectiveness of such transfer, the assigning Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer, (i) to
represent to the assigning Lender (for the benefit of the assigning Lender, the
Administrative Agent and the Borrower) that under applicable law and treaties no
U.S. Taxes will be required to be withheld by the Administrative Agent, the
Borrower or the assigning Lender with respect to any payments to be made to such
Transferee in respect of the Loans, (ii) to furnish to the assigning Lender
(and, in the case of any Assignee registered in the Register, the Administrative
Agent and the Borrower such Internal Revenue Service Forms required to be
furnished pursuant to subsection 2.15(b) and (iii) to agree (for the benefit of
the assigning Lender, the Administrative Agent and the Borrower) to be bound by
the provisions of subsection 2.15(b).

         (h) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection concerning assignments of Loans and Notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security

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<PAGE>

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.

         (i) Notwithstanding any other provision contained in this Agreement or
any other Credit Document to the contrary, (x) any Lender may assign all or any
portion of the Loans held by it to any Federal Reserve Bank or the United States
Treasury as collateral security pursuant to Regulation A of the Federal Reserve
Board and any Operating Circular issued by such Federal Reserve Bank, provided
that any payment in respect of such assigned Loans made by the Borrower to or
for the account of the assigning or pledging Lender in accordance with the terms
of this Agreement shall satisfy the Borrower's obligations hereunder in respect
to such assigned Loans to the extent of such payments and (y) with the consent
of the Administrative Agent (not to be unreasonably withheld), any Lender which
is an Investment Fund may pledge all or any portion of its Loans to its trustee
in support of its obligations to its trustee. No such assignment shall release
the assigning Lender from its obligations hereunder.

         10.7 Adjustments; Set-off.

         (a) At any time that an Event of Default has occurred and is
continuing, if any Lender (a "benefited 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 clause (f) of Section 8, or otherwise), in a greater
proportion than any such payment to or collateral received by any other Lender,
Facility A Lender or Facility C Lender (any such affected Lender, Facility A
Lender or Facility C Lender, hereinafter, an "Affected Lender"), if any, in
respect of the Borrower's obligations owing to such other Affected Lender,
whether under this Agreement, the Facility A Credit Agreement or Facility C
Credit Agreement, including any interest thereon, such benefited Lender shall
purchase for cash from each other Affected Lender a participating interest in
such portion of each such other Affected Lender's Loans or the Reimbursement
Obligations owing to it, Facility A Loans or Facility A Reimbursement
Obligations and/or Facility C Loans owing to it, or shall provide such other
Affected Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such benefited Lender to share the
excess payment or benefits of such collateral or proceeds ratably with each of
the Affected Lenders; provided, however, that if all or any portion of such
excess payment or benefits is thereafter recovered from such benefited Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest unless the benefited Lender
is required by court order to pay interest thereon, in which case each Lender
returning funds to such benefited Lender shall pay its pro rata share of such
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 Borrower, any
such notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
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

                                       88
<PAGE>

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 Borrower. Each Lender agrees promptly to notify the Borrower and
the Administrative Agent after any such set-off and application made by such
Lender, provided that the failure to give such notice shall not affect the
validity of such set-off and application. Each Lender and Borrower also agree
that all proceeds of any such set-off shall be subject to the ratable sharing
provisions of subsections 2.12 and 10.7(a) hereof to the same extent as if an
Event of Default had occurred and was then continuing.

         10.8 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

         10.9 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.

         10.10 Integration. This Agreement and the other Credit Documents
represent the agreement of the Borrower, the Agents and the Lenders with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by any Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other
Credit Documents.

         10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         10.12 SUBMISSION TO JURISDICTION; WAIVERS. THE BORROWER HEREBY
IRREVOCABLY AND UNCONDITIONALLY:

            (a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
     PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER CREDIT 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

                                       89
<PAGE>

     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 THE
     BORROWER AT ITS ADDRESS SET FORTH IN SUBSECTION 10.2 OR AT SUCH OTHER
     ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT
     THERETO;

            (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 SUBSECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
     DAMAGES.

         10.13 Acknowledgments. The Borrower hereby acknowledges that:

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

            (b) none of the Arrangers, the Agents nor any Lender has any
     fiduciary relationship with or duty to the Borrower arising out of or in
     connection with this Agreement or any of the other Credit Documents, and
     the relationship between any of the Agents and the Lenders, on one hand,
     and the 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 Credit
     Documents or otherwise exists by virtue of the transactions contemplated
     hereby among the Lenders or among the Borrower and the Lenders.

         10.14 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENTS, THE ARRANGERS,
THE LENDERS AND THE OTHER PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

         10.15 Confidentiality. Each Lender agrees to keep confidential all
non-public information provided to it by the Borrower pursuant to this Agreement
that is designated by the

                                       90
<PAGE>

Borrower in writing as confidential (excluding any such information already in
the possession of such Lender or provided to such Lender by a third party not in
violation of this Agreement which, in either case, is not, to the knowledge of
such Lender, subject to a confidentiality agreement); provided that nothing
herein shall prevent any Lender from disclosing any such information (i) to any
Agent or any other Lender or any of its Affiliates, (ii) to any Transferee or
prospective Transferee or to any direct or indirect contractual counterparties
in swap agreements or such contractual counterparties' professional advisors
which receives such information and agrees to be bound by the confidentiality
provisions hereof, (iii) to its employees, directors, agents, attorneys,
accountants and other professional advisors, (iv) upon the request or demand of
any Governmental Authority having jurisdiction over such Lender, (v) in response
to any order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (vi) which has been publicly
disclosed other than in breach of this Agreement, or (vii) in connection with
the exercise of any remedy hereunder.

         10.16 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
currency, each party hereto 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 Business Day
immediately preceding the date on which final judgment is given.

         (b) The obligations of the 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 Business 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, the Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrower contained
in this subsection 10.16 shall survive the termination of this Agreement and the
payment of all other amounts owing hereunder.

         10.17 Year 2000. The Borrower has reviewed, or will expeditiously
review, its operations and those of its Subsidiaries with a view to assessing
whether its businesses, or the businesses of any of its Subsidiaries, are
experiencing any Year 2000 Problem. The Borrower shall take all actions
necessary and commit adequate resources to assure that its computer-based and
other systems (and those of all of its Subsidiaries) are able to effectively
process data, including dates after January 1, 2000, without experiencing any
Year 2000 Problem that could reasonably be expected to cause a Material Adverse
Effect. At the request of the Required Lenders, the Borrower will provide the
Administrative Agent with assurances and substantiations

                                       91
<PAGE>

(including, but not limited to, the results of internal or external audit
reports prepared in the ordinary course of business) reasonably acceptable to
the Administrative Agent as to the capability of the Borrower and its
Subsidiaries to conduct its and their businesses and operations after January 1,
2000 without experiencing a Year 2000 Problem causing a Material Adverse Effect.
The Borrower represents and warrants that it has a reasonable basis to believe
that no Year 2000 Problem will cause a Material Adverse Effect.

         10.18 Existing Agreements Superseded. As set forth in subsection 1.3
hereof, the Original Credit Agreement is superseded by this Credit Agreement,
which has been executed in renewal, amendment, restatement and modification, but
not in novation or extinguishment of, the obligations under the Original Credit
Agreement.

                            [SIGNATURE PAGES FOLLOW]




                                       92
<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.

                                   L-3 COMMUNICATIONS CORPORATION

                                   By:
                                      -----------------------------------------
                                      Title:


                                   BANK OF AMERICA, N.A,
                                     as Administrative Agent

                                   By:
                                      -----------------------------------------
                                      Title:


                                   BANK OF AMERICA, N.A.,
                                     as a Lender and Swing Line Lender

                                   By:
                                      -----------------------------------------
                                      Title:


                                   LEHMAN COMMERCIAL PAPER INC.,
                                     as Documentation Agent, Syndication Agent
                                     and as a Lender

                                   By:
                                      -----------------------------------------
                                      Title:




        SIGNATURE PAGES TO AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>


                                   THE BANK OF NEW YORK

                                   By:
                                      ----------------------------------------
                                      Title:
















        SIGNATURE PAGES TO AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>

                                   THE BANK OF NOVA SCOTIA

                                   By:
                                      ----------------------------------------
                                      Title:
















        SIGNATURE PAGES TO AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>

                                   BANK ONE, NA

                                   By:
                                      ----------------------------------------
                                      Title:
















        SIGNATURE PAGES TO AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>
                                   BANKBOSTON, N.A.

                                   By:
                                      ----------------------------------------
                                      Title:
















        SIGNATURE PAGES TO AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>
                                   THE BANK OF TOKYO - MITSUBISHI TRUST COMPANY

                                   By:
                                      ----------------------------------------
                                      Title:
















        SIGNATURE PAGES TO AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>

                                   CREDIT LYONNAIS

                                   By:
                                      ----------------------------------------
                                      Title:
















        SIGNATURE PAGES TO AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>

                                   FIRST UNION COMMERCIAL CORPORATION

                                   By:
                                      ----------------------------------------
                                      Title:
















        SIGNATURE PAGES TO AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>

                                   FLEET NATIONAL BANK

                                   By:
                                      ----------------------------------------
                                      Title:
















        SIGNATURE PAGES TO AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>

                                   THE FUJI BANK, LIMITED

                                   By:
                                      ----------------------------------------
                                      Title:
















        SIGNATURE PAGES TO AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>

                                   HSBC BANK USA

                                   By:
                                      ----------------------------------------
                                      Title:
















        SIGNATURE PAGES TO AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>

                                   SOCIETE GENERALE

                                   By:
                                      ----------------------------------------
                                      Title:
















        SIGNATURE PAGES TO AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>
                                                                      Schedule I
                                                             To Credit Agreement

<TABLE>
<CAPTION>

Lenders/Address for Notices                                 Revolving 364 Day Commitment
<S>                                                                        <C>
LEHMAN COMMERCIAL PAPER INC.                                                 $19,285,714.28
3 World Financial Center, 11th Floor
New York, New York  10285

Attention: Michelle Swanson
Fax      : (212) 528-0819
Tel      : (212) 526-0330


BANK OF AMERICA, N.A.                                                        $19,285,714.28
335 Madison Avenue
New York, New York 10017

Attention: Lisa Choi
Fax:       (212) 503-7066
Tel:       (212) 503-8101
with a copy to other parties
listed in (Section) 10.2 for BOA.


CREDIT LYONNAIS                                                              $17,857,142.86
1301 Avenue of the Americas
New York, NY  10019-6022

Attention:  Judy Domkowski
Fax:        (212) 459-3179
Tel:        (212) 261-7341


FLEET NATIONAL BANK                                                          $12,857,142.86
100 Federal Street MA DE  10010A
Boston, MA  02110

Attention: Roger Boucher
Fax:       (617) 434-0601
Tel:       (617) 434-3951


HSBC BANK USA                                                                $12,857,142.86
140 Broadway 5th Floor
New York, NY  10005-1196

Attention: John Lyons
Fax:       (212) 658-2586
Tel:       (212) 658-2200


                                      I-1
<PAGE>

THE BANK OF NOVA SCOTIA                                                      $17,857,142.86
One Liberty Plaza
New York, NY 10006

Attention: Ben Sileo
Fax:       (212) 225-5090
Tel:       (212) 225-5159


BANK ONE, N.A.                                                               $17,857,142.86
153 West 51st Street
New York, NY  10019-6025

Attention: Andrea Kantor
Fax:       (212) 373-1180
Tel:       (212) 373-1023


THE FUJI BANK LIMITED                                                         $8,571,428.56
Two World Trade Center, 79th Floor
New York, NY  10048-0001

Attention: David Manheim
Fax:       (212) 898-2399
Tel:       (212) 898-2723


SOCIETE GENERALE                                                             $12,857,142.86
181 West Madison Street Suite 3400
Chicago, IL 60602

Attention: Joe Moreno
Fax:       (312) 578-5099
Tel:       (312) 578-5050


THE BANK OF NEW YORK                                                         $12,857,142.86
One Wall Street
New York, NY  10286

Attention: Ken Sneider
Fax:       (212) 635-6999
Tel:       (212) 635-6863


FIRST UNION COMMERCIAL CORPORATION                                           $12,857,142.86
201 So. College St.
Charlotte, NC 28288

Attention: Barbara Van Meerten
Fax:       (704) 374-4793
Tel:       (704) 374-7115


                                      I-2
<PAGE>

BANK BOSTON, N.A                                                                $15,000,000
100 Federal Street
Boston, MA  02110

Attention: Jana Dombrowski
Fax:       (617) 434-0601
Tel:       (617) 434-7570

THE BANK OF TOKYO - MITSUBISHI TRUST COMPANY                                    $20,000,000
1251 Avenue of the Americas, 18th Floor
New York, New York  10020

Attention: Karen Brinkman
Fax:      (212) 782-4981
Tel:      (212) 782-4396


</TABLE>

                                      I-3

<PAGE>


                                                                     Schedule II
                                                             to Credit Agreement

                                  PRICING GRID*

<TABLE>
<CAPTION>

                          REVOLVING 364 DAY FACILITY    REVOLVING 364 DAY FACILITY
                           AND TERM LOAN APPLICABLE      AND TERM LOAN APPLICABLE         REVOLVING 364 DAY
DEBT RATIO                  MARGIN-EURODOLLAR RATE**         MARGIN-BASE RATE**            COMMITMENT FEE**
-----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                           <C>                         <C>
greater than 4.75x                   275                           175                         30
greater than 4.25x                  237.5                         137.5                        30
greater than 3.75x                   200                           100                         30
greater than 3.25x                   175                           75                          25
greater than 2.75x                   150                           50                         22.5
less than or equal to 2.75x          125                          37.5                         20
</TABLE>

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

*        Pricing Grid (except for Debt Ratios) reflects basis points.

**       Notwithstanding the foregoing Pricing Grid, the Applicable Margins and
         the Commitment Fee Rate for the Revolving 364 Day Facility for the
         period following the Closing Date through but excluding the Adjustment
         Date related to the fiscal quarter ending as of September 30, 2000 will
         be no lower in cost to Borrower than the pricing level applicable if
         the Debt Ratio is greater than 3.25x but not greater than 3.75x;
         provided, however, nothing contained herein shall limit the effect of
         any increase in the pricing level on any Adjustment Date occurring
         after the Closing Date if the Debt Ratio exceeds 3.75x.


                                      II-1