<PAGE>

                         L-3 COMMUNICATIONS CORPORATION

                                SECOND AMENDMENT
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                  This SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT
AGREEMENT (this "AMENDMENT") is dated as of February 25, 2002 and entered into
by and 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 Lenders party to the Credit Agreement
referred to below on the date hereof (the "LENDERS"), 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 co-agents. All capitalized terms used herein
without definition shall have the same meanings herein as set forth in the
Credit Agreement (as defined below).

                              W I T N E S S E T H:

                  WHEREAS, the Borrower, the Lenders, the Syndication Agent, the
Documentation Agent, the Administrative Agent and certain other parties have
entered into the Third Amended and Restated Credit Agreement dated as of May 16,
2001 (as amended, supplemented, restated or otherwise modified from time to
time, the "CREDIT AGREEMENT"); and

                  WHEREAS, the Borrower desires that the Lenders provide a
limited waiver of compliance with Section 7.10(a) of the Credit Agreement and
amend certain provisions of the Credit Agreement to, inter alia, (i) allow the
Borrower to refinance certain subordinated debt, (ii) increase the amount of
certain permitted Indebtedness, (iii) amend the Debt Ratio, and (iv) make other
related amendments;

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

                  SECTION 1. LIMITED WAIVER FOR EQUITY PROCEEDS APPLICATION.
Borrower has advised the Lenders that Borrower will issue Additional
Subordinated Indebtedness not to exceed $500,000,000 in principal amount at or
about the time of the consummation of the AIS Acquisition by Borrower to finance
a portion of the purchase price of the AIS Acquisition (the "SUBORDINATED BRIDGE
INDEBTEDNESS"). Borrower has advised the Lenders that Borrower desires to
refund, refinance and/or repay the Subordinated Bridge Indebtedness with the
proceeds of an issuance of Additional Subordinated Indebtedness and/or an
issuance of common stock or preferred stock of Holdings which issuance of such
preferred stock requires no cash redemption or other principal payment prior to
the date that is one year after the Termination Date (any such issuance of
common or preferred stock, a "SPECIAL EQUITY Issuance"). To permit Borrower to
repay the Subordinated Bridge Indebtedness with the


<PAGE>

proceeds of a Special Equity Issuance, Borrower requests that the Required
Lenders grant a limited waiver of compliance with the terms of Section 7.10(a)
for such purpose. Subject to the satisfaction of each of the conditions to
effectiveness set forth in Section 3 of this Amendment, the Required Lenders
hereby waive compliance with Section 7.10(a) of the Credit Agreement solely for
the purpose of permitting Borrower to repay the Subordinated Bridge Indebtedness
with the proceeds of a Special Equity Issuance. The foregoing waiver shall be
limited as written and shall not be deemed to operate as a waiver of compliance
with Section 7.10(a) for any Additional Subordinated Indebtedness issued to
refund, refinance and/or repay the Subordinated Bridge Indebtedness or for any
other purpose.

                  SECTION 2. AMENDMENTS. Subject to the satisfaction of each of
the conditions to effectiveness set forth in Section 3 of this Amendment, the
Borrower and the Required Lenders hereby agree to amend the Credit Agreement as
follows:

         2.1      The following defined terms are hereby added to Subsection 1.1
of the Credit Agreement in proper alphabetical order:

                  "AIS Acquisition": shall mean the acquisition by Borrower of
         certain assets of the Aircraft Integration Systems operating segment of
         Raytheon Company.

                  "Lender Fee Letter": shall mean that certain Lender Fee Letter
         for $750 Million Senior Credit Facilities between the Administrative
         Agent, BAS and the Borrower dated on or about February 8, 2002.

         2.2      The following defined terms in Subsection 1.1 of the Credit
Agreement are hereby amended and restated as follows:

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

                  "Revolving Credit Commitment": the commitment of a Lender, as
         set forth on Schedule I hereto as amended from time to time pursuant to
         this Agreement, to make Revolving Credit Loans to the Borrower pursuant
         to subsection 2.1(a) and to issue and/or purchase participations in
         Letters of Credit pursuant to Section 3; and "Revolving Credit
         Commitments" means the Commitments of all Lenders in the aggregate set
         forth on Schedule I hereto as amended from time to time pursuant to
         this Agreement.

         2.3      The term "Consolidated EBITDA" in Subsection 1.1 of the Credit
Agreement is amended by adding the following new language at the end thereof:

                  "For the purposes of calculating Consolidated EBITDA for any
         period of four consecutive fiscal quarters occurring after the AIS
         Acquisition (each, a "Reference Period") pursuant to any determination
         of the Debt Ratio, Consolidated EBITDA for such Reference Period shall
         be calculated after giving pro forma effect to (i) exclude from costs
         the positive difference, if any, between (A) the amount of annual
         corporate overhead costs attributed to the operations associated with
         the business comprising the AIS Acquisition by Raytheon Company prior
         to such acquisition by the Borrower and (B) the amount of annual
         corporate overhead costs that will be attributed by the Borrower



                                       2

<PAGE>

         to the operations associated with the business comprising the AIS
         Acquisition from and after such acquisition by the Borrower, (ii)
         exclude any losses or gains associated with any contract estimate at
         completion ("EAC"), unrecoverable inventories and uncollectable
         receivables adjustment included in the historical results of operations
         associated with the business comprising the AIS Acquisition within the
         12 months prior to the effective date of the AIS Acquisition for
         accounting purposes, if such contract EAC, unrecoverable inventories or
         uncollectible receivable adjustments pertained to contracts or assets
         excluded from the business comprising the AIS Acquisition, and (iii)
         exclude any losses or gains, up to a maximum amount of $16,000,000,
         associated with any contract EAC, unrecoverable inventories and
         uncollectable receivables adjustment included in the historical results
         of operations associated with the Sea Sentinel contract within the 12
         months prior to the effective date of the AIS Acquisition for
         accounting purposes; provided, however, that such adjustments to
         Consolidated EBITDA are demonstrated by appropriate footnotes to the
         audited financial statements of the business comprising the AIS
         Acquisition or appropriate schedules and other materials prepared and
         certified by the Borrower and delivered to the Administrative Agent no
         more than 15 days after the completion of the audit of the financial
         statements of the business comprising the AIS Acquisition for the
         fiscal year ended prior to the consummation of AIS Acquisition."

         2.4      Subsection 7.1(a) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                  (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 date on which such fiscal quarter ends:

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

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

                  March 31, 2002                                4.85
                  June 30, 2002                                 4.85
                  September 30, 2002                            4.50
                  December 31, 2002                             4.25

                  March 31, 2003                                4.25
                  June 30, 2003                                 4.25
                  September 30, 2003                            4.25
                  December 31, 2003                             4.00

                  March 31, 2004                                4.00
                  June 30, 2004                                 4.00
                  September 30, 2004                            4.00
                  December 31, 2004 and thereafter              3.50



                                       3

<PAGE>

         2.5      Subsection 7.2(e) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                  "(e) Indebtedness of the Borrower or any Subsidiary in respect
         of any Subordinated Debt, and refundings or refinancings thereof,
         provided that the Indebtedness being incurred to accomplish such
         refunding or refinancing shall qualify as Additional Subordinated
         Indebtedness;"

         2.6      Schedule 7.2(f) to the Credit Agreement is hereby amended by
deleting therefrom each reference to any Subordinated Debt and Convertible
Securities appearing therein.

         2.7      Subsection 7.2(j) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                  "(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 $200,000,000 at any time outstanding; and"

         2.8      Subsection 7.10(a) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                  "(a) Except pursuant to a refinancing or refunding permitted
         by subsection 7.2(e) hereof, 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 (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)."

                  SECTION 3. CONDITIONS TO EFFECTIVENESS FOR SECTIONS 1 AND 2
The provisions of Sections 1 and 2 of this Amendment shall be deemed effective
as of the date when each of the following conditions have been satisfied (such
effective date occurring upon satisfaction of such conditions being referred to
herein as the "SECOND AMENDMENT EFFECTIVE DATE"):

                  3.1 The Borrower shall have delivered to Administrative Agent
executed copies of this Amendment and each of the other Credit Parties shall
have delivered to the Administrative Agent executed copies of the Guarantors'
Consent and Acknowledgment to this Amendment in the form attached hereto;



                                       4

<PAGE>

                  3.2 The Required Lenders shall have delivered to the
Administrative Agent an executed original or facsimile of a counterpart of this
Amendment;

                  3.3 The Administrative Agent shall have received a secretary's
or assistant secretary's certificate of the Borrower certifying board
resolutions authorizing the execution, delivery and performance of this
Amendment by the Borrower;

                  3.4 The representations and warranties contained in Section 4
hereof shall be true and correct in all respects; and

                  3.5 All conditions to effectiveness set forth in Sections 5.1,
5.2, 5.3 and 5.4 in the Consent and Second Amendment to the Second Amended and
Restated 364 Day Credit Agreement of even date herewith shall have been
satisfied.

                  SECTION 4. REPRESENTATIONS AND WARRANTIES. In order to induce
Lenders to enter into this Amendment and to amend the Credit Agreement in the
manner provided herein, the Borrower represents and warrants to each Lender that
the following statements are true, correct and complete:

                  4.1 Authorization and Enforceability. (a) The Borrower has all
requisite corporate power and authority to enter into this Amendment and to
carry out the transactions contemplated by, and perform its obligations under,
the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT"), (b)
the execution and delivery of this Amendment has been duly authorized by all
necessary corporate action on the part of the Borrower and (c) this Amendment
and the Amended Agreement have been duly executed and delivered by the Borrower
and, when executed and delivered, will be the legally valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance with
their respective terms, subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or similar laws relating to or
limiting creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding, in equity or at law) and (iii) an implied covenant
of good faith and fair dealing.

                  4.2 Incorporation of Representations and Warranties From
Credit Agreement. The representations and warranties contained in Section 4 of
the Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Second Amendment Effective Date, to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.

                  4.3 Absence of Default and Setoff. No event has occurred and
is continuing or will result from the consummation of the transactions
contemplated by this Amendment that would constitute an Event of Default or a
potential Event of Default and no defense, setoff or counterclaim of any kind,
nature or description exists to the payment and performance of the obligations
owing by Borrower to the Agents and the Lenders.

                  SECTION 5. MISCELLANEOUS.



                                       5

<PAGE>

                  5.1 Effect on the Credit Agreement and the other Credit
Documents. Except as specifically amended by this Amendment, the Credit
Agreement and the other Credit Documents shall remain in full force and effect
and are hereby ratified and confirmed. The execution, delivery and performance
of this Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power or remedy
of the Administrative Agent or any Lender under, the Credit Agreement or any of
the other Credit Documents.

                  5.2 Fees and Expenses. The Borrower acknowledges that all
costs, fees and expenses as described in Section 10.5 of the Credit Agreement
incurred by Administrative Agent and its counsel with respect to this Amendment
and the documents and transactions contemplated hereby shall be for the account
of the Borrower.

                  5.3 GOVERNING LAW. THIS AMENDMENT 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.

                  5.4 SUBMISSION TO JURISDICTION; WAIVERS; WAIVER OF JURY TRIAL;
ACKNOWLEDGMENTS; CONFIDENTIALITY. Each of the terms and conditions set forth in
Sections 10.12, 10.13, 10.14 and 10.15 of the Credit Agreement are hereby
incorporated into this Amendment as if set forth fully herein except that each
reference to "Agreement" therein shall be deemed to be a reference to
"Amendment" herein.

                  5.5 Counterparts; Effectiveness. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument. Except for the terms of Sections 1 and 2 hereof (which
shall only become effective on the Second Amendment Effective Date), this
Amendment shall become effective upon the execution of a counterpart hereof by
the Borrower and the Required Lenders and receipt by the Borrower and the
Administrative Agent of written or telephonic notification of such execution and
authorization of delivery thereof.

                  5.6 Acknowledgement Regarding Pricing. Borrower acknowledges
and agrees that notwithstanding anything to the contrary contained in this
Amendment or the Credit Agreement, for period following the date the Borrower
consummates the AIS Acquisition through but not including the Adjustment Date
related to the fiscal quarter ending as of March 31, 2002, the Applicable Margin
and the Commitment Fee Rate will be equal to the pricing level applicable to a
Debt Ratio of >4.25x.

                  5.7 Amendment Fee. Subject to the occurrence of the Second
Amendment Effective Date, Borrower hereby agrees to pay to each Lender
submitting to the Administrative Agent an executed counterpart to the Second
Amendment on or before 12:00 (noon) (New York time) on February 25, 2002 (a
"Second Amendment Lender") a non-refundable amendment fee (the "Second Amendment
Fee") in the amount set forth in the Lender Fee Letter. The Second Amendment Fee
owing to each Second Amendment Lender pursuant to the terms of the Lender Fee
Letter shall be paid in immediately available funds by the Borrower to the
Administrative




                                       6

<PAGE>

Agent for the benefit of such Second Amendment Lenders not later than noon (New
York time) on the first Business Day following the occurrence of the Second
Amendment Effective Date.

                            [SIGNATURE PAGES FOLLOW]












                                       7

<PAGE>

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


                                      L-3 COMMUNICATIONS CORPORATION


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


                                      BANK OF AMERICA, N.A.,
                                       as Administrative Agent


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


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


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


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


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












   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>

                     Guarantors' Acknowledgment and Consent

                  Each of the undersigned hereby acknowledges receipt of the
attached Amendment and consents to the execution and performance thereof by L-3
Communications Corporation. Each of the undersigned hereby also reaffirms that
the guarantee and any applicable Pledge Agreement of such undersigned in favor
of the Administrative Agent for the ratable benefit of the Lenders and the
Agents remains in full force and effect and acknowledges and agrees that there
is no defense, setoff or counterclaim of any kind, nature or description to
obligations arising under such guarantee or any applicable Pledge Agreement.

Date: February 25, 2002



                                       L-3 COMMUNICATIONS HOLDINGS, INC.


                                       By:
                                          --------------------------------------
                                          Name:  Christopher C. Cambria
                                          Title: Vice President-General Counsel
                                                 and Secretary


                                       HYGIENETICS ENVIRONMENTAL SERVICES,
                                       INC.


                                       By:
                                          --------------------------------------
                                          Name:  Christopher C. Cambria
                                          Title: Vice President and Secretary


                                       L-3 COMMUNICATIONS ILEX SYSTEMS, INC.


                                       By:
                                          --------------------------------------
                                          Name:  Christopher C. Cambria
                                          Title: Vice President and Secretary


                                       L-3 COMMUNICATIONS SPD TECHNOLOGIES INC.


                                       By:
                                          --------------------------------------
                                          Name:  Christopher C. Cambria
                                          Title: Vice President and Secretary








       [SIGNATURE PAGES TO GUARANTOR'S ACKNOWLEDGMENT TO SECOND AMENDMENT
                 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT]
<PAGE>



                                       L-3 COMMUNICATIONS AYDIN CORPORATION

                                       By:
                                          --------------------------------------
                                         Name: Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       MICRODYNE CORPORATION


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:   Vice President and Secretary


                                       COLEMAN RESEARCH CORPORATION


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       EER SYSTEMS, INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       ELECTRODYNAMICS, INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       HENSCHEL, INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary



  [SIGNATURE PAGES TO GUARANTOR'S ACKNOWLEDGMENT TO SECOND AMENDMENT TO THIRD
                     AMENDED AND RESTATED CREDIT AGREEMENT]
<PAGE>



                                       INTERSTATE ELECTRONICS CORPORATION


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       KDI PRECISION PRODUCTS, INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       L-3 COMMUNICATIONS DBS MICROWAVE, INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       L-3 COMMUNICATIONS ESSCO, INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       L-3 COMMUNICATIONS STORM CONTROL SYSTEMS,
                                       INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary




  [SIGNATURE PAGES TO GUARANTOR'S ACKNOWLEDGMENT TO SECOND AMENDMENT TO THIRD
                     AMENDED AND RESTATED CREDIT AGREEMENT]
<PAGE>



                                       MPRI, INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       PAC ORD, INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       POWER PARAGON, INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       SOUTHERN CALIFORNIA MICROWAVE INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       SPD ELECTRICAL SYSTEMS, INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary




  [SIGNATURE PAGES TO GUARANTOR'S ACKNOWLEDGMENT TO SECOND AMENDMENT TO THIRD
                     AMENDED AND RESTATED CREDIT AGREEMENT]
<PAGE>



                                       SPD HOLDINGS, INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary


                                       SPD SWITCHGEAR, INC.


                                       By:
                                          --------------------------------------
                                         Name:  Christopher C. Cambria
                                         Title:  Vice President and Secretary










  [SIGNATURE PAGES TO GUARANTOR'S ACKNOWLEDGMENT TO SECOND AMENDMENT TO THIRD
                     AMENDED AND RESTATED CREDIT AGREEMENT]
<PAGE>

                                     THE BANK OF NEW YORK


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

























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>


                                     BANK ONE, N.A. (Main Office Chicago)


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



























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>



                                     FLEET NATIONAL BANK


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



























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>


                                     CREDIT LYONNAIS NEW YORK BRANCH


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



























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>



                                     FIRST UNION COMMERCIAL CORPORATION


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



























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>



                                     THE FUJI BANK, LIMITED


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



























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>



                                     HSBC BANK USA


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



























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                                   AGREEMENT]
<PAGE>



                                     THE GOVERNOR AND COMPANY OF THE BANK OF
                                     IRELAND


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


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



























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                                   AGREEMENT]
<PAGE>

                                     BANK OF TOKYO-MITSUBISHI TRUST COMPANY


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



























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>



                                     COMERICA BANK


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



























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                                   AGREEMENT]
<PAGE>



                                     CREDIT INDUSTRIEL ET COMMERCIAL


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



























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>



                                     THE DAI-ICHI KANGYO BANK, LTD.


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



























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                                   AGREEMENT]
<PAGE>



                                     BARCLAYS BANK PLC


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



























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                                   AGREEMENT]
<PAGE>



                                     RZB FINANCE LLC


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



























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                                   AGREEMENT]
<PAGE>



                                     ERSTE BANK, NEW YORK


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



























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                                   AGREEMENT]
<PAGE>



                                     GENERAL ELECTRIC CAPITAL CORPORATION


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



























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>



                                     THE INDUSTRIAL BANK OF JAPAN, LIMITED


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



























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>



                                    THE MITSUBISHI TRUST AND BANKING CORPORATION


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



























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>



                                     SOCIETE GENERALE


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



























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>




                                     SUNTRUST BANK


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



























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]
<PAGE>



                                     WEBSTER BANK


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

























   [SIGNATURE PAGES TO SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
                                   AGREEMENT]