<PAGE>

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                          NEW 364 DAY CREDIT AGREEMENT

                                      AMONG

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


                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,

       THE CERTAIN FINANCIAL INSTITUTIONS NAMED AS MANAGING AGENTS HEREIN,

                         BANC OF AMERICA SECURITIES LLC

                                       AND

                             LEHMAN BROTHERS, 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..........................................................................23

Section 2.       AMOUNT AND TERMS OF COMMITMENTS AND LOANS.......................................................23

   2.1    Commitments............................................................................................23
   2.2    Procedure for Borrowing................................................................................24
   2.3    Commitment Fee.........................................................................................24
   2.4    Termination or Reduction of Commitments................................................................24
   2.5    Extension of Termination Date; Repayment of Loans; Evidence of Debt....................................25
   2.6    Optional Prepayments; Mandatory Prepayments and Reduction of Commitments...............................27
   2.7    Conversion and Continuation Options....................................................................29
   2.8    Minimum Amounts and Maximum Number of Tranches.........................................................30
   2.9    Interest Rates and Payment Dates.......................................................................30
   2.10   Computation of Interest and Fees.......................................................................31
   2.11   Inability to Determine Interest Rate...................................................................31
   2.12   Pro Rata Treatment and Payments........................................................................32
   2.13   Illegality.............................................................................................33
   2.14   Requirements of Law....................................................................................33
   2.15   Taxes..................................................................................................35
   2.16   Indemnity..............................................................................................38
   2.17   Replacement of Lenders.................................................................................39
   2.18   Certain Fees...........................................................................................39
   2.19   Certain Rules Relating to the Payment of Additional Amounts............................................39

Section 3.       [INTENTIONALLY OMITTED].........................................................................40

Section 4.       REPRESENTATIONS AND WARRANTIES..................................................................40

   4.1    Financial Condition....................................................................................40
   4.2    No Change..............................................................................................41
   4.3    Corporate Existence; Compliance with Law...............................................................41
   4.4    Corporate Power; Authorization; Enforceable Obligations................................................41
   4.5    No Legal Bar...........................................................................................42
   4.6    No Material Litigation.................................................................................42
   4.7    No Default.............................................................................................42
   4.8    Ownership of Property; Liens...........................................................................42
   4.9    Intellectual Property..................................................................................42
   4.10   Taxes..................................................................................................42
   4.11   Federal Regulations....................................................................................43
   4.12   ERISA..................................................................................................43
   4.13   Investment Company Act; Other Regulations..............................................................44
   4.14   Subsidiaries...........................................................................................44
   4.15   Purpose of Loans.......................................................................................44
   4.16   Environmental Matters..................................................................................44
   4.17   Collateral Documents...................................................................................45

                                       i
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   4.18   Accuracy and Completeness of Information...............................................................45
   4.19   Labor Matters..........................................................................................45
   4.20   Acquisition............................................................................................46
   4.21   Solvency...............................................................................................46

Section 5.       CONDITIONS PRECEDENT............................................................................46

   5.1    Conditions to Initial Loans............................................................................46
   5.2    Conditions to Each Extension of Credit.................................................................51

Section 6.       AFFIRMATIVE COVENANTS...........................................................................51

   6.1    SEC Filings............................................................................................51
   6.2    Certificates; Other Information........................................................................52
   6.3    Payment of Obligations.................................................................................53
   6.4    Conduct of Business; Maintenance of Existence and Property; Compliance with Law........................53
   6.5    Insurance..............................................................................................53
   6.6    Inspection of Property; Books and Records; Discussions.................................................53
   6.7    Notices................................................................................................53
   6.8    Environmental Laws.....................................................................................54
   6.9    Further Assurances.....................................................................................55
   6.10   Additional Collateral..................................................................................55
   6.11   [Intentionally Omitted.]...............................................................................56
   6.12   Foreign Jurisdictions..................................................................................56
   6.13   Government Contracts...................................................................................56
   6.14   Lien Searches..........................................................................................56

Section 7.       NEGATIVE COVENANTS..............................................................................56

   7.1    Financial Condition Covenants..........................................................................56
   7.2    Limitation on Indebtedness.............................................................................57
   7.3    Limitation on Liens....................................................................................58
   7.4    Limitation on Guarantee Obligations....................................................................60
   7.5    Limitation on Fundamental Changes......................................................................61
   7.6    Limitation on Sale of Assets...........................................................................61
   7.7    Limitation on Dividends................................................................................62
   7.8    Limitation on Capital Expenditures.....................................................................62
   7.9    Limitation on Investments, Loans and Advances..........................................................63
   7.10   Limitation on Optional Payments and Modifications of Instruments and Agreements........................64
   7.11   Limitation on Transactions with Affiliates.............................................................65
   7.12   Limitation on Sales and Leasebacks.....................................................................65
   7.13   Limitation on Changes in Fiscal Year...................................................................66
   7.14   Limitation on Negative Pledge Clauses..................................................................66
   7.15   Limitation on Lines of Business........................................................................66
   7.16   Designated Senior Debt.................................................................................66

Section 8.       EVENTS OF DEFAULT...............................................................................66

Section 9.       THE AGENTS; THE ARRANGERS.......................................................................69

   9.1    Appointment............................................................................................69
   9.2    Delegation of Duties...................................................................................70
   9.3    Exculpatory Provisions.................................................................................70
   9.4    Reliance by Agents.....................................................................................70
   9.5    Notice of Default......................................................................................70
   9.6    Non-Reliance on Agents and Other Lenders...............................................................71
   9.7    Indemnification........................................................................................71

                                       ii
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   9.8    Agents, in Their Individual Capacities.................................................................72
   9.9    Successor Administrative Agent, Syndication Agent and Documentation Agent..............................72
   9.10   The Arrangers and the Managing Agents..................................................................72

Section 10.      MISCELLANEOUS...................................................................................73

   10.1   Amendments and Waivers.................................................................................73
   10.2   Notices................................................................................................74
   10.3   No Waiver; Cumulative Remedies.........................................................................76
   10.4   Survival of Representations and Warranties.............................................................76
   10.5   Payment of Expenses and Taxes..........................................................................76
   10.6   Successors and Assigns; Participation and Assignments..................................................77
   10.7   Adjustments; Set-off...................................................................................81
   10.8   Counterparts...........................................................................................82
   10.9   Severability...........................................................................................82
   10.10  Integration............................................................................................82
   10.11  GOVERNING LAW..........................................................................................82
   10.12  SUBMISSION TO JURISDICTION; WAIVERS....................................................................82
   10.13  Acknowledgments........................................................................................83
   10.14  WAIVERS OF JURY TRIAL..................................................................................84
   10.15  Confidentiality........................................................................................84
   10.16  Conversion of Currencies...............................................................................84
   10.17  Year 2000..............................................................................................85

</TABLE>





                                      iii
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EXHIBITS
--------

Exhibit A-1                Form of 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 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 4.20              Acquisition Documents
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 NEW 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
and Lehman Brothers, Inc. ("LBI") as arrangers (each, in such capacity, an
"Arranger" and together, the "Arrangers"), Bank of America, N.A. ("BOA"), as
administrative agent for the Agents (as defined below) and the Lenders (in such
capacity, the "Administrative Agent"), Lehman Commercial Paper, Inc. ("LCPI"),
as syndication agent and documentation agent (in such capacity, the "Syndication
Agent" and the "Documentation Agent"), and certain financial institutions named
as Managing Agents (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 Lenders extend credit to
it for working capital and general corporate purposes (including acquisitions,
as permitted herein) of the Borrower and its Subsidiaries upon the terms and
subject to conditions set forth herein; and

         WHEREAS, the Lenders are willing to extend such credit to the Borrower
upon the terms and subject to the conditions set forth herein.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

         1.1 Defined TermsAs 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.

         "Acquired Company": Honeywell Inc.'s Traffic Alert and Collision
     Avoidance System product line.

         "Acquisition": the purchase of the Acquired Company by Borrower
     pursuant to the terms of the Acquisition Documents.

         "Acquisition Documents": the Asset Purchase Agreement among Honeywell
     Inc. (as seller), Borrower (as buyer), and Honeywell International Inc. (as
     guarantor), dated as of February 10, 2000, and all material agreements,
     instruments and other documents executed or delivered pursuant thereto or
     in connection with all exhibits, schedules and attachments thereto.

         "Adjustment Date": the fifth day following the receipt by the
     Administrative Agent of the financial statements for the most recently
     completed fiscal period furnished
<PAGE>

     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.

         "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, an
     amount equal to the sum of the aggregate principal amount of all Loans made
     by such Lender 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).

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

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

         "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.

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

                                       2
<PAGE>

         "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, at any time, an amount equal
     to the excess, if any, of (a) such Lender's Commitment over (b) such
     Lender's Aggregate Outstanding Extensions of Credit.

         "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.

         "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, any day on which dealings are carried on in
     the applicable London interbank market.

                                       3
<PAGE>

         "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 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

                                       4
<PAGE>

     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 B Lenders having Facility B
     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.

         "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" and "Commitments": the commitment of a Lender, as set
     forth on Schedule I hereto as amended from time to time pursuant to this
     Agreement, to make Loans to the Borrower pursuant to Subsection 2.1(a)(i);
     and "Commitments" means such commitments of all Lenders in an aggregate
     amount not to exceed $300,000,000.

         "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

                                       5
<PAGE>

     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, the
     percentage which the Commitment of such Lender constitutes of the aggregate
     Commitments (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 constitutes of the
     aggregate amount of the Aggregate Outstanding Extensions of Credit of all
     Lenders).

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

         "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)
     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.

                                       6
<PAGE>

         "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.

         "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.

         "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.

         "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.

                                       7
<PAGE>

         "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.

         "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.

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

         "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.

                                       8
<PAGE>

         "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.

         "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

                                        9
<PAGE>

         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)
     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 B Loans not accompanied by reductions of Facility B
     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.

         "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.

                                       10
<PAGE>

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

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

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

         "Facility B Credit Agreement": that certain Amended and Restated 364
     Day Credit Agreement of even date herewith among the Borrower, the Facility
     B 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 B Credit Documents": the "Credit Documents" as defined in the
     Facility B Credit Agreement.

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

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

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

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

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

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

         "Facility B Reimbursement Obligations": the "Reimbursement Obligations"
     as defined in the Facility B 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

                                       11
<PAGE>

     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.

         "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 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



                                       12
<PAGE>

     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.

         "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:


                                       13
<PAGE>

            (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 or six 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;

            (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 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;

            (c) solely for the purpose of permitting the Borrower to repay the
     Loans owing to Nonconsenting Lenders on the Termination Date in connection
     with the exercise of an Extension Option, a period commencing on the last
     day of the preceding Interest Period, with respect to such Eurodollar Loan
     and ending on a Business Day which is seven (7) 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; and

            (d) solely for the purpose of permitting the Borrower and the
     Arrangers to complete syndication of the Commitments, a period commencing
     on the borrowing date, conversion date, or last day of the preceding
     Interest Period, as the case may be, with respect to such Eurodollar Loan
     and ending on a Business Day which is seven (7) 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
     borrowing date, conversion date or Interest Period with respect thereto;
     provided, that such Interest Period option shall terminate and cease to be
     available to Borrower on the Syndication Completion Date;

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; and

            (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

                                       14
<PAGE>

     be scheduled to end) shall end on the last Business Day of the appropriate
     calendar month.

         "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.

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

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

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

         "Lender" and "Lenders": the persons identified as Lenders and listed on
     the signature pages of this Agreement, 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.

         "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 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).

                                       15
<PAGE>

         "Loan Exposure": with respect to any Lender as of any date of
     determination, (i) if there are no outstanding Loans, that Lender's
     Commitment, and (ii) otherwise, the sum of the aggregate outstanding
     principal amount of the Loans of that Lender.

         "Managing Agents": those Lenders which, from time to time, are
     designated in writing by the Administrative Agent and the Syndication Agent
     as "Managing Agents" under this Agreement.

         "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, (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
     or (c) solely for purposes of the representations and warranties of
     Borrower made on the Closing Date, the Acquisition.

         "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:

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

            (b) any issuance by Holdings or any of its Subsidiaries of any
         Capital Stock after the Closing Date;

            (c) any Asset Sale; and

            (d) 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,


                                       16
<PAGE>

         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 Lender": as defined in subsection 2.1(a)(i).

         "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.

         "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": (i) the promissory notes of the Borrower issued pursuant to
     subsection 2.5(i) of this Agreement on or after the Closing Date to
     evidence the 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 Commitments and Loans of any Lenders, in each case

                                       17
<PAGE>

     substantially in the form of Exhibit A-1 annexed hereto, as they may be
     amended, supplemented or otherwise modified from time to time.

         "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 the Facility
     B Credit 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.

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

         "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)

                                       18
<PAGE>

     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.

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

         "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.


                                       19
<PAGE>

         "Reportable Event": any of the events set forth in Section 4043(c) of
     ERISA, other than those events as to which the thirty-day notice period is
     waived under the regulations of the PBGC.

         "Required Lenders": at any time, Lenders the Loan Exposure for all
     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, (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 B Lenders having Facility B Loan
     Exposure, Facility B Lenders having or holding 66 2/3% of the aggregate
     Facility B Loan Exposure of all Facility B 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.

         "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.


                                       20
<PAGE>

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

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

         "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

                                       21
<PAGE>

     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.

         "Syndication Completion Date": shall mean the earlier to occur of (i)
     the date on which syndication of the Commitments has occurred to the mutual
     satisfaction of the Arrangers and the Borrower and (ii) 180 days from the
     Closing Date.

         "Termination Date": April 27, 2001, as the same may be extended in
     accordance with subsection 2.5(a) hereof.

         "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 related documentation, (ii) the Equity Documents, (iii) the
     Subordinated Debt Documents and (iv) the New Subordinated Debt Documents.

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

         "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.

                                       22
<PAGE>

         "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.

              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) Loans. Each Lender severally agrees to make revolving credit loans
     to the Borrower, from time to time during the Commitment Period, in an
     aggregate principal amount at any one time outstanding which does not
     exceed the amount of such Lender's Commitment. During the Commitment
     Period, the Borrower may use the Commitments by borrowing, prepaying the
     Loans, in whole or in part, and reborrowing, all in accordance with the
     terms and conditions hereof.

                                       23
<PAGE>

            (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 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
Commitments during the 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, (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) repaying Loans owing to any
Nonconsenting Lenders on the Termination Date and (ii) permitting the addition
of any New Lender or increasing the Commitment of any existing Lender pursuant
to subsection 2.1(a)(i). 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.

         2.3 Commitment Fee. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a commitment fee for the period from and
including the first day of the Commitment Period to and including the
Termination Date, computed at the Commitment Fee Rate on the daily amount of the
Available Commitment of such 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 Commitments. The Borrower shall have
the right, upon not less than three Business Days' written notice to the
Administrative Agent, to

                                       24
<PAGE>

terminate the Commitments or, from time to time, to reduce the amount of the
Commitments ratably among the Lenders; provided that no such termination or
reduction shall be permitted if, after giving effect thereto and to any
prepayments of the Loans made on the effective date thereof, the aggregate
principal amount of the Loans then outstanding, would exceed the 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
Commitments then in effect.

         2.5 Extension of Termination Date; Repayment of Loans; Evidence of
Debt.

            (a) Extension of 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 Termination Date a written request asking each
         Lender to consent to the extension of the 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 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 Termination Date, the Termination
         Date shall be deemed automatically extended by an additional 364 day
         period (herein, the "Extension Option"). If less than all of the
         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
         Termination Date pursuant to subsection 2.17 and repay all outstanding
         Loans owing to each Nonconsenting Lender that is not being replaced, if
         any, on the initially scheduled Termination Date (without giving effect
         to the Extension Option); provided that if the Extending Lenders do not
         hold more than 50% of the outstanding 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 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 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 Commitments of
         the 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) [Intentionally Omitted].


                                       25
<PAGE>

            (c) Replacement of Nonconsenting Lenders. If any 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 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 Loans. The Borrower hereby unconditionally promises
         to pay to the Administrative Agent on the Termination Date (or such
         earlier date on which the Loans become due and payable pursuant to
         Section 8) for the account of each Lender the then unpaid principal
         amount of each 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.

         (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

                                       26
<PAGE>

     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
         Loans of such Lender, substantially in the form of Exhibit A-1 with
         appropriate insertions as to date and principal amount (a "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 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 of the Loans (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.

         (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 B Loans and
     permanent reduction of the Commitments, the Facility A Commitments and the
     Facility B Commitments as set forth in clause (iv) of

                                       27
<PAGE>

     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 B Loans and permanent reduction of the
     Commitments, the Facility A Commitments and the Facility B 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 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) If, subsequent to the Closing Date, any Capital Stock shall be
     issued by Holdings, the Borrower or any of its Subsidiaries, an amount
     equal to 50% of the Net Proceeds thereof shall be promptly ratably applied
     on the date of such issuance toward the prepayment of the Loans, and
     permanent reduction of the Commitments, as set forth in clause (iv) of this
     subsection 2.6(b). Nothing in this paragraph (b) shall be deemed to permit
     any issuance of Capital Stock not permitted by subsection 7.6.

         (iv) Except during any period in which an Event of Default has occurred
     and is continuing, any mandatory prepayments required by subsection
     2.6(b)(i) and (ii) shall be applied ratably to the outstanding principal
     amount of Facility A Loans, Facility B Loans and Loans, with a
     corresponding ratable permanent reduction of the Facility A Commitments,
     the Facility B Commitments and the Commitments. Commitment, Facility A
     Commitment and Facility B Commitment reductions made pursuant to
     subsections 2.6(b)(i) and (ii) (and the corresponding subsections of the
     Facility A Credit Agreement and the Facility B Credit Agreement) hereof
     shall be applied to each Lender's respective Commitment, each Facility A
     Lender's Facility A Commitment and/or each

                                       28
<PAGE>

     Facility B Lender's Facility B Commitment, as applicable, on a pro rata
     basis and shall reduce permanently such Commitments, Facility A Commitments
     and Facility B Commitments. In addition, except during any period in which
     an Event of Default has occurred and is continuing, any mandatory
     prepayments required by subsection 2.6(b)(iii) shall be applied ratably to
     the outstanding principal amount of Loans, with a corresponding permanent
     reduction of the Commitments. The Commitment reductions made pursuant to
     subsection 2.6(b)(iii) hereof shall be applied to each Lender's respective
     Commitment and shall reduce permanently such 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 B Credit Agreement). Mandatory prepayments shall
     not be subject to any minimum amount requirement.

         (v) If after giving effect to any reduction of the Commitments under
     subsection 2.4, 2.5 or 2.6, the aggregate outstanding principal amount of
     Loans shall exceed the aggregate amount of the Commitments, such reduction
     or recalculation shall be accompanied by prepayment in the amount of such
     excess to be applied to the Loans.

         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 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 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 to be converted, provided
         that no Eurodollar Loan may be continued as such (i) when

                                       29
<PAGE>

         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) repaying Loans owing to any Nonconsenting Lenders
on the Termination Date or (ii) permitting the addition of any New Lender or any
increasing the Commitment of any existing Lender pursuant to subsection
2.1(a)(i). 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 B 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).

                                       30
<PAGE>

            (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 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

                                       31
<PAGE>

         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 Lenders hereunder, each
         payment by the Borrower on account of any commitment fee hereunder and
         any reduction of the Commitments of Lenders shall be made pro rata
         according to the respective Commitment Percentages of the 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 the 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, 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. 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 B Credit Agreement to the Agents, the
         Facility A Agents and/or the Facility B Agents and, after payment in
         full thereof, to any other Lender, Facility A Lender or Facility B
         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 B Credit Agreement or to the Agents, the
         Facility B Agents, the Facility A Agents, the Swing Line Lender, any
         Lender, any Facility A Lender or any Facility B Lender; (3) to the
         ratable payment (or cash collateralization) of the aggregate
         outstanding principal amount of Loans, Facility A Loans and Facility B
         Loans and the aggregate Facility A L/C Obligations and Facility B 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 B
         Agents, the Swing Line Lender, any Lender, any Facility A Lender or any
         Facility B Lender under any Credit Document, Facility A Credit Document
         or Facility B Credit Document. The Administrative Agent, the Facility A
         Administrative Agent and the Facility B Administrative Agent shall
         ratably distribute such payments to the applicable Lenders, the
         Facility A Lenders and the Facility B 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

                                       32
<PAGE>

         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 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

                                       33
<PAGE>

         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 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 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 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


                                       34
<PAGE>

         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 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.

         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

                                       35
<PAGE>

         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:

         (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

                                       36
<PAGE>

     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, 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

                                       37
<PAGE>

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 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.

                                       38
<PAGE>

         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 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 March 1, 2000

         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

                                       39
<PAGE>

         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. [INTENTIONALLY OMITTED]

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

         To induce the Agents and the Lenders to enter into this Agreement and
to make the Loans, the Borrower hereby represents and warrants to the Agents 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 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.

                                       40
<PAGE>

            (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 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.

                                       41
<PAGE>

         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 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


                                       42
<PAGE>

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 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.

                                       43
<PAGE>

         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 the cash portion of the purchase price for the Acquired
Company pursuant to the Acquisition Documents, (ii) to pay fees and expenses
related to the preparation and negotiation of the Acquisition Documents, this
Agreement and the other Credit Documents and (iii) 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.

            (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

                                       44
<PAGE>

         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 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.

                                       45
<PAGE>

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.

         4.20 Acquisition. The Acquisition Documents listed on Schedule 4.20
attached hereto constitute all of the material agreements, instruments and
undertakings to which Holdings, the Borrower or any of its Subsidiaries is bound
or by which such Person or any of its property or assets is bound or affected
relating to, or arising out of, the Acquisition (including, without limitation,
any agreements, instruments or undertakings assumed pursuant to the Acquisition
Documents). None of such material agreements, instruments or undertakings have
been amended, supplemented or otherwise modified, and all such material
agreements, instruments and undertakings are in full force and effect. As of the
Closing Date, the Borrower is not in default under any of the Acquisition
Documents and, to the best of Borrower's knowledge, no other party to any
Acquisition Document is in default thereunder. Upon the funding of the initial
Loan under this Agreement on the Closing Date, the Acquisition shall have been
consummated in accordance with the material terms of the Acquisition Documents.
As of the Closing Date, the representations and warranties of the Borrower
contained in the Acquisition Documents are true and correct in all material
respects.

         4.21 Solvency.

         Each Credit Party is, and after giving effect to the Acquisition and
the incurrence of all Indebtedness and obligations being incurred in connection
with the Credit Documents and the Acquisition will be and will continue to be,
Solvent.

                         SECTION 5. CONDITIONS PRECEDENT

         5.1 Conditions to Initial Loans. The agreement of each Lender to make
the initial extension of credit requested to be made by it is subject to the
satisfaction, immediately prior to or concurrently with the making of such
extension of credit (including the making of any Loan) on the Closing Date, of
the following conditions precedent:

            (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.

                                       46
<PAGE>

            (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. In
         addition, all governmental, shareholder and third party consents,
         authorizations, approvals and filings, if any, necessary or, in the
         reasonable discretion of the Agents, advisable in connection with the
         Acquisition, the continuing operations of Holdings, the Borrower and
         its Subsidiaries and the transactions contemplated hereby and by the
         Acquisition Documents shall have been obtained and be in full force and
         effect, and all applicable waiting periods (including any under the
         Hart Scott Rodino Antitrust Improvements Act of 1976, as amended), if
         any, shall have expired without any action being taken or threatened by
         any competent authority which would restrain, prevent or otherwise
         impose materially adverse conditions on the Acquisition or the
         financing contemplated hereby.

            (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 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 not exist actions,
         suits or proceedings pending or threatened against any Credit Party or
         any order, decree, judgment, ruling or injunction (a) with respect to
         this Agreement or any other Credit Document or any Acquisition Document
         or the transactions contemplated hereby or thereby, (b) which the
         Agents or the Required Lenders shall determine could reasonably be
         expected to have a Material Adverse Effect or (c) which restrains the
         consummation of the Acquisition in the manner contemplated by the
         Acquisition Documents.

                                       47
<PAGE>

            (g) Borrowing Certificate. The Administrative Agent shall have
         received, with a counterpart for each Lender, a certificate of the
         Borrower, dated the Closing Date, substantially in the form of Exhibit
         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 and Acquisition 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 or
         Acquisition 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 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.

                                       48
<PAGE>

            (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. The Administrative Agent shall have also received
         any other documents reasonably requested by and in form and substance
         satisfactory to the Administrative Agent evidencing that the
         Administrative Agent (on behalf of the Lenders) holds, on a ratable
         basis with the Facility A Administrative Agent and the Facility B
         Administrative Agent, a perfected, first priority Lien in all of the
         Collateral, subject only to Permitted Liens.

            (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.

                                       49
<PAGE>

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

            (t) Acquisition; Closing Certificate. Each of the Acquisition
         Documents shall have been executed and delivered by each of the parties
         thereto and shall be in form and substance reasonably satisfactory to
         the Agents, and concurrent with the funding of the initial Loans under
         this Agreement, the Acquisition shall be consummated in accordance with
         the material terms and conditions of the Acquisition Documents. The
         Agents shall have received a certificate of a Responsible Officer, in
         form and substance acceptable to the Agents confirming that (i) other
         than the payment of the purchase price with the proceeds of Loans, all
         conditions precedent to the consummation of the Acquisition in
         accordance with the material terms of the Acquisition Documents have
         been met, (ii) except as expressly disclosed in the Acquisition
         Documents, no liabilities (actual or contingent) shall be assumed or
         incurred by Holdings, Borrower or its Subsidiaries which are reasonably
         likely to result in a Material Adverse Effect and (iii) all conditions
         precedent set forth in this Section 5.1 have been met.

            (u) Financial and Other Information. The Agents shall have received
         and reviewed, with results satisfactory to the Agents, all diligence
         information requested with respect to the Acquired Company and its
         subsidiaries, if any, with respect to any actual or contingent
         liabilities to be assumed by Borrower in connection with the
         Acquisition. The Agents shall have also received and found to be
         reasonably satisfactory (i) the Confidential Offering Memorandum
         (including the related financial summary) concerning the Acquired
         Company which was prepared by Honeywell Inc. and (ii) any financial
         information concerning the Acquired Company received by Borrower prior
         to the Closing Date from Honeywell Inc. and/or its affiliates or
         agents.

            (v) Solvency Certificate. The Agents shall have received a solvency
         certificate in form and substance reasonably satisfactory to the Agents
         as to the financial condition and solvency of Holdings and its
         Subsidiaries (on a consolidated basis) after giving effect to the
         Acquisition and the incurrence of Indebtedness related to such
         Acquisition.

            (w) No Change. On the Closing Date, there shall not have occurred
         any material adverse change since September 30, 1999 in the business,
         assets, liabilities operations, property or condition (financial or
         otherwise) of Holdings and its Subsidiaries taken as a whole and/or the
         Acquired Company and its subsidiaries taken as a whole.

                                       50
<PAGE>

         5.2 Conditions to Each Extension of Credit. The agreement of each
Lender to make any extension of credit requested to be provided by it on any
date (including, without limitation, its initial Loan) 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 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

                                       51
<PAGE>

reports and documents with the SEC or the date on which the Borrower would be
required to file 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

                                       52
<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:

                                       53
<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,

                                       54
<PAGE>

     applicable to any of them. Notwithstanding the foregoing, upon learning of
     any actual or 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

                                       55
<PAGE>

         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
         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:


                                       56
<PAGE>

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

         December 31, 1999                                      4.75
         March 31, 2000                                         4.75
         June 30, 2000                                          4.75
         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 B Credit Agreement;

                                       57
<PAGE>

         (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;

         (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:

                                       58
<PAGE>

         (a) Liens for taxes not yet due or which are being contested in good
     faith by appropriate proceedings, provided that adequate reserves with
     respect thereto are maintained on the books of 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;

                                       59
<PAGE>

         (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), 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;

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         (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;

         (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 B Credit Documents;

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

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         (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);

         (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 (except in

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the case of the fiscal year ended December 31, 1999, in which case Borrower
shall be permitted to carry forward for expenditure in the fiscal year ending
December 31, 2000 unexpended amounts for Capital Expenditures permitted to be
carried forward for such fiscal year under the Facility A Credit Agreement and
the Facility B Credit Agreement); 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.

         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);

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<PAGE>

         (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;

         (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).

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<PAGE>

            (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.

         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.

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<PAGE>

         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 B Credit Agreement, (b) the Subordinated Debt Documents, the
New Subordinated Debt Documents or the December 1998 Subordinated Debt
Documents, and (c) any industrial revenue 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 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;

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<PAGE>

            (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;

            (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 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

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         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 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

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<PAGE>

         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 B 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 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 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 and the Notes
to be due and payable forthwith, whereupon the same shall immediately become due
and payable.

         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

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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 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

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notice from a Lender or the Borrower referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a "notice of
default". In the event that 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 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, 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 Managing Agents. Except as expressly set
forth herein, each of the Arrangers and the Managing 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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<PAGE>

                           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 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 without the written consent of the Arrangers or the Agents, 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 B Lenders. Any such waiver and any such amendment, supplement
or modification shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the Lenders, the Agents and all future holders

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of the Loans. In the case of any waiver, the Borrower, the Lenders and the
Agents 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, 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 Documentation
       Agent:                              Lehman Commercial Paper Inc.
                                           3 World Financial Center, 9th Floor
                                           New York, New York  10285

                                           Attention:  Michelle 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.

         10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
reimburse each of the Arranger and 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 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
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

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<PAGE>

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, Arranger and Agent
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
Acquisition, 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 any Lender, Arranger or Agent with respect to any
indemnified liabilities incurred by any Agent, Arranger or 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 or 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 or 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, Arranger or Lender with respect
to otherwise indemnified liabilities arising from the gross negligence or
willful misconduct of such Agent, Arranger or 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.

         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, 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

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<PAGE>

         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 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, 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 and the Syndication Agent (which in each case shall not be
         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 and the Syndication
         Agent) 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 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,

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<PAGE>

         the sum of the aggregate principal amount of the Loans 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 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 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."

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<PAGE>

            (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 and the Syndication Agent ) together with payment
         to the Administrative Agent of a registration and processing fee of
         $3,500 (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
         interests, including, without limitation, any pledge

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<PAGE>

         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 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
         B Lender (any such affected Lender, Facility A Lender or Facility B
         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 B
         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
         owing to it, Facility A Loans or Facility A Reimbursement Obligations
         and/or Facility B Loans or Facility B Reimbursement Obligations 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.

                                       81
<PAGE>

            (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 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

                                       82
<PAGE>

     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 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.

                                       83
<PAGE>

         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 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

                                       84
<PAGE>

         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 (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.



                            [SIGNATURE PAGES FOLLOW]

<PAGE>

                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT


         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:


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

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


                                       BANK OF AMERICA, N.A.,
                                         as a Lender

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



                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT
<PAGE>


                                          THE BANK OF NEW YORK

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>


                                          THE BANK OF NOVA SCOTIA

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          BANK ONE, NA

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          CREDIT LYONNAIS NEW YORK BRANCH

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          FIRST UNION COMMERCIAL CORPORATION

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          BANK AUSTRIA CREDITANSTALT
                                          CORPORATE FINANCE INC.

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          THE GOVERNOR AND COMPANY OF THE
                                          BANK OF IRELAND

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          BANK OF TOKYO-MITSUBISHI TRUST COMPANY

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          COMERICA BANK

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>


                                          CREDIT INDUSTRIEL ET COMMERCIAL

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          THE DAI-ICHI KANGYO BANK, LTD.

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          DG BANK
                                          DEUTSCHE GENOSSENSCHAFTSBANK AG

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          DRESDNER BANK AG, NEW YORK AND GRAND
                                          CAYMAN BRANCHES

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          ERSTE BANK, NEW YORK
                                          By:
                                             ---------------------------------
                                             Title:







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          GE CAPITAL COMMERCIAL FINANCE, INC.

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          THE INDUSTRIAL BANK OF JAPAN, LIMITED

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          MEES PIERSON CAPITAL CORP.

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          MITSUBISHI TRUST AND BANKING
                                          CORPORATION

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          NATIONAL CITY BANK

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          THE ROYAL BANK OF SCOTLAND PLC

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          SOCIETE GENERALE

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>
                                          SUMMIT BANK

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          WEBSTER BANK

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          DEN DANSKE BANK AKTIESELSKAB
                                          CAYMAN ISLANDS BRANCH

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







                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          MERITA BANK PLC


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

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








                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          SUNTRUST BANK

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








                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                          BANQUE WORMS CAPITAL CORPORATION

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








                 SIGNATURE PAGES TO NEW 364 DAY CREDIT AGREEMENT

<PAGE>

                                                             Schedule I
                                                             to Credit Agreement


                                   SCHEDULE I
                                   ----------
                               TO CREDIT AGREEMENT

<TABLE>
<CAPTION>

Lenders/Address for Notices                                                          Commitment
---------------------------                                                          ----------
<S>                                                                                <C>

BANK OF AMERICA, N.A.                                                                $12,500,000
335 Madison Avenue
New York, New York 10017

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

with a copy to other parties listed in (Section) 10.2 for BOA.

LEHMAN COMMERCIAL PAPER INC.                                                         $12,500,000
3 World Financial Center, 9th Floor
New York, New York 10285

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

THE BANK OF NEW YORK                                                                 $12,000,000
One Wall Street
New York, New York 10286

Attention:        Kenneth P. Sneider, Jr.
Fax:              (212) 635-6999
Tel:              (212) 635-6863

THE BANK OF NOVA SCOTIA                                                              $12,000,000
One Liberty Plaza
New York, New York 10006

Attention:        Ben Sileo
Tel:              (212) 225-5076
Fax:              (212) 225-5090


                                      I-1
<PAGE>

BANK ONE, NA                                                                         $12,000,000
153 West 51st Street
New York, New York 10019-6025

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

CREDIT LYONNAIS NEW YORK BRANCH                                                      $12,000,000
1301 Avenue of the Americas, 18th Floor
New York, NY  10019-6022

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

FIRST UNION COMMERCIAL CORPORATION                                                   $12,000,000
201 So. College St.
Charlotte, NC 28288

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

BANK AUSTRIA CREDITANSTALT                                                           $10,000,000
  CORPORATE FINANCE INC.
2 Greenwich Plaza
Greenwich, CT 06830

Attention:        Alison McGuigan
Fax:              (203) 861-1532
Tel:              (203) 861-6464

THE GOVERNOR AND COMPANY OF THE                                                      $10,000,000
BANK OF IRELAND
LaTouche House, I.F.S.C.
Custom House Docks
Dublin 1, Ireland

Attention:        Brendan McLoughlin
Fax:              011-353-1-829-0129
Tel:              011-353-1-609-3513


                                      I-2

<PAGE>

BANK OF TOKYO - MITSUBISHI TRUST COMPANY                                             $10,000,000
1251 Avenue of the Americas, 18th Floor
New York, NY  10020

Attention:        Hidekazu Kojima
Fax:              (212) 782-4981
Tel:              (212) 782-4795

COMERICA BANK                                                                        $10,000,000
500 Woodward Avenue, 9th Floor, MC 3280
Detroit, MI  48275-3280

Attention:        Joel S. Gordon
Fax:              (313) 222-3330
Tel:              (313) 222-3647

CREDIT INDUSTRIEL ET COMMERCIAL                                                      $10,000,000
520 West Madison Avenue, 37th Floor
New York, NY  10022

Attention:        Brian O'Leary
Fax:              (212) 715-4535
Tel:              (212) 715-4422

THE DAI-ICHI KANGYO BANK, LTD.                                                       $10,000,000
One World Trade Center, 48th Floor
New York, NY  10048

Attention:        Nicholas A. Fiore
Fax:              (212) 912-1879
Tel:              (212) 432-6784

DG BANK                                                                              $10,000,000
DEUTSCHE GENOSSENSCHAFTSBANK AG
DG Bank Building
609 Fifth Avenue
New York, NY  10017-1021

Attention:        Stephen A. Santora
Fax:              (212) 745-1556
Tel:              (212) 745-1575


                                      I-3
<PAGE>

DRESDNER BANK AG NEW YORK AND GRAND CAYMAN BRANCHES                                  $10,000,000
75 Wall Street
New York, NY  10006-2889

Attention:        Craig Erickson
Fax:              (212) 429-2524
Tel:              (212) 429-2183

ERSTE BANK, NEW YORK                                                                 $10,000,000
280 Park Avenue, 32nd Floor, West Building
New York, NY  10017

Attention:        Arcinee Hovanessian
Fax:              (212) 984-5627
Tel:              (212) 984-5635

GE CAPITAL COMMERCIAL FINANCE, INC.                                                  $10,000,000
60 Long Ridge Road
Stamford, CT  06927-5100

Attention:        Colleen Mooney
Fax:              (203) 602-8335
Tel:              (203) 357-4223

THE INDUSTRIAL BANK OF JAPAN, LIMITED                                                $10,000,000
1251 Avenue of the Americas
New York, NY  10020

Attention:        Wayne Wright
Fax:              (212) 282-4488
Tel:              (212) 282-3462

MEES PIERSON CAPITAL CORP.                                                           $10,000,000
3 Stamford Plaza
301 Trasser Boulavard
Stamford, CT 08901-3239

Attention:        John O'Connor
Fax:              (203) 705-5890
Tel:              (203) 705-5747


                                      I-4
<PAGE>

THE MITSUBISHI TRUST AND BANKING CORPORATION                                         $10,000,000
520 Madison Avenue
New York, NY  10020

Attention:        Rosetta Conti
Fax:              (212) 644-6825
Tel:              (212) 891-8268

NATIONAL CITY BANK                                                                   $10,000,000
1900 East 9th Street, Loc. #2077
Cleveland, OH  44114

Attention:        Robert Rowe
Fax:              (216) 222-0003
Tel:              (216) 575-2018

THE ROYAL BANK OF SCOTLAND PLC                                                       $10,000,000
Wall Street Plaza
88 Pine Street, 26th Floor
New York, NY  10005

Attention:        Derek Bonnar
Fax:              (212) 480-0791
Tel:              (212) 269-1718

SOCIETE GENERALE                                                                     $10,000,000
181 West Madison
Chicago, IL  60602

Attention:        John Root
Fax:              (312) 578-5099
Tel:              (312) 578-5158

SUMMIT BANK                                                                          $10,000,000
750 Walnut Avenue
Cranford, NJ 07016

Attention:        Richard Banning
Fax:              (908) 709-6433
Tel:              (908) 709-2838


                                      I-5
<PAGE>

WEBSTER BANK                                                                         $10,000,000
City Place II
185 Asylum Street, 3rd Floor
Hartford, CT  06103-3494

Attention:        John Gilsenan
Fax:              (860) 947-1872
Tel:              (860) 692-1343

DEN DANSKE BANK AKTIESELSKAB                                                         $10,000,000
Cayman Islands Branch
280 Park Avenue, 4th Floor East Building
New York, NY  10017

Attention:        Peter L. Hargraves
Fax:              (212) 370-9239
Tel:              (212) 984-8472

MERITA BANK PLC                                                                      $10,000,000
437 Madison Avenue
New York, NY  10022

Attention:        Clifford Abramsky
Fax:              (212) 318-9318
Tel:              (212) 318-9564

SUNTRUST BANK                                                                        $10,000,000
711 Fifth Avenue, 16th Floor
New York, NY  10022

Attention:        Armen Karozichian
Fax:              (212) 371-9386
Tel:              (212) 583-2604

BANQUE WORMS CAPITAL CORPORATION                                                      $5,000,000
450 Park Avenue, Suite 2900
New York, NY  10022

Attention:        Jeff Marco
Fax:              (212) 593-4854
Tel:              (212) 826-5426/5459/5479

</TABLE>


                                      I-6

<PAGE>
                                                             Schedule II
                                                             to Credit Agreement


                                  PRICING GRID*

<TABLE>
<CAPTION>

                                 APPLICABLE              APPLICABLE MARGIN-BASE
  DEBT RATIO               MARGIN-EURODOLLAR RATE*                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 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