<PAGE>

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              SECOND AMENDED AND RESTATED 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 SENIOR 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 MAY 16, 2001


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<PAGE>


                                TABLE OF CONTENTS

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

   1.1            Defined Terms...................................................................................1
   1.2            Other Definitional Provisions..................................................................27
   1.3            Interrelationship with Original Credit Agreement...............................................28
   1.4            Confirmation of Existing Obligations...........................................................29
   1.5            Accounting for Interests in TCAS Subsidiary....................................................29

Section 2.        AMOUNT AND TERMS OF COMMITMENTS AND LOANS......................................................29

   2.1            Commitments....................................................................................29
   2.2            Procedure for Borrowing........................................................................31
   2.3            Commitment Fee.................................................................................32
   2.4            Termination or Reduction of Revolving 364 Day Commitments......................................32
   2.5            Extension of Revolving 364 Day Termination Date; Conversion Option; Repayment of Loans;
                  Evidence of Debt...............................................................................32
   2.6            Optional Prepayments; Mandatory Prepayments and Reduction of Commitments.......................36
   2.7            Conversion and Continuation Options............................................................39
   2.8            Minimum Amounts and Maximum Number of Tranches.................................................40
   2.9            Interest Rates and Payment Dates...............................................................40
   2.10           Computation of Interest and Fees...............................................................41
   2.11           Inability to Determine Interest Rate...........................................................41
   2.12           Pro Rata Treatment and Payments................................................................42
   2.13           Illegality.....................................................................................43
   2.14           Requirements of Law............................................................................44
   2.15           Taxes..........................................................................................46
   2.16           Indemnity......................................................................................49
   2.17           Replacement of Lenders.........................................................................49
   2.18           Certain Fees...................................................................................50
   2.19           Certain Rules Relating to the Payment of Additional Amounts....................................50

Section 3.        LETTERS OF CREDIT..............................................................................51

   3.1            L/C Commitment.................................................................................51
   3.2            Procedure for Issuance of Letters of Credit....................................................52
   3.3            Fees, Commissions and Other Charges............................................................52
   3.4            L/C Participation..............................................................................53
   3.5            Reimbursement Obligation of the Borrower.......................................................54
   3.6            Obligations Absolute...........................................................................55
   3.7            Letter of Credit Payments......................................................................56
   3.8            Application....................................................................................56
   3.9            Determination of Exchange Rate.................................................................56

Section 4.        REPRESENTATIONS AND WARRANTIES.................................................................56

   4.1            Financial Condition............................................................................56
   4.2            No Change......................................................................................57
   4.3            Corporate Existence; Compliance with Law.......................................................57
   4.4            Corporate Power; Authorization; Enforceable Obligations........................................57
   4.5            No Legal Bar...................................................................................57

                                       i
<PAGE>

   4.6            No Material Litigation.........................................................................58
   4.7            No Default.....................................................................................58
   4.8            Ownership of Property; Liens...................................................................58
   4.9            Intellectual Property..........................................................................58
   4.10           Taxes..........................................................................................58
   4.11           Federal Regulations............................................................................59
   4.12           ERISA..........................................................................................59
   4.13           Investment Company Act; Other Regulations......................................................59
   4.14           Subsidiaries...................................................................................60
   4.15           Purpose of Loans...............................................................................60
   4.16           Environmental Matters..........................................................................60
   4.17           Collateral Documents...........................................................................61
   4.18           Accuracy and Completeness of Information.......................................................61
   4.19           Labor Matters..................................................................................61

Section 5.        CONDITIONS PRECEDENT...........................................................................62

   5.1            Conditions to Effectiveness....................................................................62
   5.2            Conditions to Each Extension of Credit.........................................................65

Section 6.        AFFIRMATIVE COVENANTS..........................................................................66

   6.1            SEC Filings....................................................................................66
   6.2            Certificates; Other Information................................................................66
   6.3            Payment of Taxes and Material Obligations......................................................67
   6.4            Conduct of Business; Maintenance of Existence and Property; Compliance with Law................67
   6.5            Insurance......................................................................................68
   6.6            Inspection of Property; Books and Records; Discussions.........................................68
   6.7            Notices........................................................................................68
   6.8            Environmental Laws.............................................................................69
   6.9            Further Assurances.............................................................................69
   6.10           Additional Collateral..........................................................................70
   6.11           Foreign Jurisdictions..........................................................................71
   6.12           Government Contracts...........................................................................71
   6.13           TCAS  Subsidiary...............................................................................71

Section 7.        NEGATIVE COVENANTS.............................................................................71

   7.1            Financial Condition Covenants..................................................................71
   7.2            Limitation on Indebtedness.....................................................................72
   7.3            Limitation on Liens............................................................................74
   7.4            Limitation on Guarantee Obligations............................................................76
   7.5            Limitation on Fundamental Changes..............................................................77
   7.6            Limitation on Sale of Assets...................................................................77
   7.7            Limitation on Dividends........................................................................78
   7.8            Designated Senior Debt.........................................................................78
   7.9            Limitation on Investments, Loans and Advances..................................................78
   7.10           Limitation on Optional Payments and Modifications of Instruments and Agreements................80
   7.11           Limitation on Transactions with Affiliates.....................................................81
   7.12           Limitation on Sales and Leasebacks.............................................................81
   7.13           Limitation on Changes in Fiscal Year...........................................................82
   7.14           Limitation on Negative Pledge Clauses..........................................................82
   7.15           Limitation on Lines of Business................................................................82

                                       ii

<PAGE>

Section 8.        EVENTS OF DEFAULT..............................................................................82


Section 9.        THE AGENTS; THE ARRANGERS......................................................................86

   9.1            Appointment....................................................................................86
   9.2            Delegation of Duties...........................................................................86
   9.3            Exculpatory Provisions.........................................................................86
   9.4            Reliance by Agents.............................................................................87
   9.5            Notice of Default..............................................................................87
   9.6            Non-Reliance on Agents and Other Lenders.......................................................87
   9.7            Indemnification................................................................................88
   9.8            Agents, in Their Individual Capacities.........................................................88
   9.9            Successor Administrative Agent, Syndication Agent and Documentation Agent......................88
   9.10           The Arrangers and the Senior Managing Agents...................................................89

Section 10.       MISCELLANEOUS..................................................................................89

   10.1           Amendments and Waivers.........................................................................89
   10.2           Notices........................................................................................90
   10.3           No Waiver; Cumulative Remedies.................................................................93
   10.4           Survival of Representations and Warranties.....................................................93
   10.5           Payment of Expenses and Taxes..................................................................93
   10.6           Successors and Assigns; Participation and Assignments..........................................94
   10.7           Adjustments; Set-off...........................................................................98
   10.8           Counterparts...................................................................................99
   10.9           Severability...................................................................................99
   10.10          Integration....................................................................................99
   10.11          GOVERNING LAW..................................................................................99
   10.12          SUBMISSION TO JURISDICTION; WAIVERS............................................................99
   10.13          Acknowledgments...............................................................................100
   10.14          WAIVERS OF JURY TRIAL.........................................................................101
   10.15          Confidentiality...............................................................................101
   10.16          Conversion of Currencies......................................................................101
   10.17          Existing Agreements Superseded................................................................102
   10.18          Closing Date Loans and Assignments............................................................102
</TABLE>


                                      iii

<PAGE>


EXHIBITS

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

SCHEDULES

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



                                       iv

<PAGE>

                  THIS SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT,
dated as of May 16, 2001, 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 ("BAS") 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 senior
managing agents AMENDS AND RESTATES IN FULL the Amended and Restated 364 Day
Credit Agreement, dated as of April 24, 2000 (as amended, supplemented and/or
modified from time to time prior to the date hereof, the "Original Credit
Agreement"), among the Borrower, the lenders party thereto from time to time
(the "Original Lenders"), BAS and LCPI as arrangers, the Syndication Agent,
Documentation Agent, the Administrative Agent and certain financial institutions
named as co-agents; this amendment and restatement of the Original Credit
Agreement, as amended, supplemented, restated or otherwise modified from time to
time, is hereinafter referred to as this "Agreement" or the "Credit Agreement".

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

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

                             SECTION 1. DEFINITIONS

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


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

                  "Additional Lenders":  each of the Lenders party hereto other
         than the Original Lenders.

                  "Additional Subordinated Indebtedness": unsecured Indebtedness
         for borrowed money of the Borrower or any of its Subsidiaries incurred
         after the Closing Date which (i) requires no cash payments of principal
         prior to the date that is one year after the Termination Date as
         defined in the Facility A Credit Agreement, (ii) such Indebtedness does
         not contain limitations on the ability of Borrower or any of its
         Subsidiaries to incur Indebtedness which are more restrictive than
         those found in Section 4.09 (Incurrence of Indebtedness and Issuance of
         Preferred Stock) of any of the Original Indenture, the New Subordinated
         Debt Indenture or the December 1998 Subordinated Debt Indenture, and
<PAGE>

         (iii) such Indebtedness is subordinated to the Obligations on terms no
         less favorable to the Lenders, Facility A Lenders and Facility C
         Lenders (if Facility C exists) than those governing the Original
         Subordinated Notes, the New Subordinated Notes and/or the December 1998
         Subordinated Notes.

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

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

                  "Affected Class":  as defined in subsection 10.1.

                  "Affected Lender":  as defined in subsection 10.7.

                  "Affiliate": as to any Person, any other Person which,
         directly or indirectly, is in control of, is controlled by, or is under
         common control with, such Person. For purposes of this definition,
         "control" of a Person means the power, directly or indirectly, either
         to (a) vote 10% or more of the securities having ordinary voting power
         for the election of directors of such Person or (b) direct or cause the
         direction of the management and policies of such Person, whether by
         contract or otherwise.

                  "Agents":  the collective reference to the Syndication Agent,
         the Documentation Agent and the Administrative Agent.

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

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

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

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

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

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

                                       2

<PAGE>

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

                  "Applicable Margin": at any time, the percentages set forth on
         Schedule II under the relevant column heading opposite the level of the
         Debt Ratio most recently determined; provided that (a) except as
         expressly set forth in Schedule II, the Applicable Margins determined
         for any Adjustment Date shall remain in effect until a subsequent
         Adjustment Date for which the Debt Ratio falls within a different level
         and (b) if the financial statements and related compliance certificate
         for any fiscal period are not delivered by the date due pursuant to
         subsections 6.1 and 6.2, the Applicable Margins shall be (i) for the
         first 35 days subsequent to such due date, the Applicable Margin in
         effect prior to such due date and (ii) thereafter, those set forth
         opposite a Debt Ratio captioned "greater than 4.25," in either case,
         until the date of delivery of such financial statements and compliance
         certificate.

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

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

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

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

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

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

                  "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
         Charlotte, North Carolina, 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.)

                                       3
<PAGE>

                  "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 Third 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 or Foreign L/Cs,
         any day on which dealings are carried on in the applicable London
         interbank market.

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

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

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

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

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

                                       4
<PAGE>

                  "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 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.

                                       5
<PAGE>

                  "Charge Over Shares": the Second 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) if Facility C exists,
         Facility C Lenders having Facility C Loan Exposure (taken together as a
         single class).

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

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

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

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

                  "Commitment Fee Rate": at any time, the applicable rates per
         annum on Schedule II under the relevant column heading for the
         Revolving 364 Day Facility set forth opposite the level of the Debt
         Ratio most recently determined; provided that (a) except as expressly
         set forth in Schedule II, the Commitment Fee Rate determined for any
         Adjustment Date shall remain in effect until a subsequent Adjustment
         Date for which the Debt Ratio falls within a different level and (b) if
         the financial statements and related compliance certificate for any
         fiscal period are not delivered by the date due pursuant to subsections
         6.1 and 6.2, the Commitment Fee Rate shall be (i) for the first 35 days
         subsequent to such due date, the Commitment Fee Rate in effect prior to
         such due date and (ii) thereafter, that set forth opposite a Debt Ratio
         captioned "greater than 4.25," in either case, until the date of
         delivery of such financial statements and compliance certificate.

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

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

                                       6
<PAGE>

                  "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, payable in cash, of
         the Borrower and its Subsidiaries for the four fiscal quarters ended on
         such date, determined on a consolidated basis in accordance with GAAP
         for such period.

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

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

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

                  "Consolidated Total Debt": at any date, the sum of (i) 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) and (ii)
         the outstanding amount of Permitted Convertible Securities.

                  "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).

                                       7
<PAGE>

                  "Continuing Lenders": each of the Original Lenders other than
         the Departing Lenders.

                  "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.

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

                  "Convertible Securities": at any time (i) unsecured
         convertible debt securities issued by Holdings having no principal
         amortization or sinking fund requirements which are guaranteed by
         Borrower but subordinated in right of payment to the Obligations and
         the "Obligations" as defined under the Facility A Credit Agreement and
         the Facility C Credit Agreement (if Facility C exists) on terms and
         conditions acceptable to the Agents and/or (ii) unsecured debt
         securities issued by Holdings to a trust (the "Trust") having no
         principal amortization or sinking fund requirements which are
         guaranteed by Borrower but subordinated in right of payment to the
         Obligations and the "Obligations" as defined under the Facility A
         Credit Agreement and the Facility C Credit Agreement (if Facility C
         exists) on terms and conditions acceptable to the Agents which Trust,
         in turn, issues preferred stock securities to investors which are
         convertible at the option of the holder thereof into shares of common
         stock of Holdings.

                   "Credit Documents": this Agreement, the Notes, the
         Applications, the Guarantees, the Fee Letter 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.

                   "December 1998 Subordinated Notes": the Borrower's Senior
         Subordinated Notes, due December 1, 2008 ("Initial December 1998
         Subordinated Notes") issued on or


                                       8
<PAGE>

         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.

                  "Departing Lenders": each of the financial institutions
          identified on the signature pages hereto as Departing Lender.

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

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

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

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

                  "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.ss.ss. 9601 et seq.; the Toxic Substance Control Act, 15
          U.S.C.ss. ss. 9601 et seq.; the Hazardous Materials Transportation
          Act, 49 U.S.C.ss.ss.1802 et seq.; the Resource Conservation and
          Recovery Act, 42 U.S.C.ss.ss.6901 et seq.; the Clean Water Act; 33
          U.S.C.ss.ss.1251 et seq.; the Clean Air Act, 42 U.S.C.ss.ss. 7401 et
          seq.; or other similar federal and/or state environmental laws.

                                       9
<PAGE>

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

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

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

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

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

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

                  "Eurodollar Loans Maturity Date": (a) for any date on which
         any Eurodollar Loans are outstanding, the Business Day on which the
         Interest Period for all such outstanding Eurodollar Loans concurrently
         terminate and (b) for any date on which no Eurodollar Loans are
         outstanding, any Business Day.

                  "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:

         Eurodollar Rate =                      LIBOR
                            ----------------------------------------
                            1.00 - Eurocurrency Reserve Requirements

                  "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


                                       10
<PAGE>

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

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

                  "Exchange Rate": on any day, with respect to any Alternative
         Currency, the spot rate at which Dollars are offered on such day by the
         Issuing Lender in San Francisco, California (or such other location
         selected by the Issuing Lender) for such Alternative Currency.

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

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

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

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

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

                                       11
<PAGE>

                  "Facility A Credit Agreement": that certain Third 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, LBI and Banc of America Securities LLC
         as arrangers and certain financial institutions named as senior
         managing agents, as the same may be amended, supplemented, restated or
         otherwise modified from time to time.

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

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

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

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

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

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

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

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

                  "Facility C": a separately documented senior credit facility
         consisting of and evidencing all or any portion of the then available
         Incremental Facility which Borrower may hereafter cause to exist in
         accordance with the terms of Section 2.1(a).

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

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

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

                  "Facility C Credit Agreement": that certain credit agreement
         evidencing Facility C which may hereafter be executed by and among the
         Borrower, the Facility C Lenders, BOA as administrative agent, LCPI as
         syndication agent and documentation agent, LCPI and Banc of America
         Securities LLC as arrangers and certain financial institutions named as
         senior managing agents, as the same may be amended, supplemented,
         restated or otherwise modified from time to time.

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

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

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

                                       12
<PAGE>

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

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

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

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

                  "Federal Funds Effective Rate": for any day, the rate set
         forth in the weekly statistical release designated as H.15(519), or any
         successor publication, published by the FRB (including any such
         successor, "H.15(519)") for such day opposite the caption "Federal
         Funds (Effective)". If on any relevant day the appropriate rate for
         such previous day is not yet published in H.15(519), the rate for such
         day will be the arithmetic mean of the rates for the last transaction
         in overnight Federal funds arranged prior to 9:00 a.m. (New York City
         time) on that day by each of three leading brokers of Federal funds
         transactions in New York City selected by the Administrative Agent.

                  "Fee Letter": that certain fee letter between the Agents and
         the Borrower dated on or about March 30, 2001.

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

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

                  "First Offer Requirement": as defined in subsection 2.1(a).

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

                  "Foreign L/C Obligations": at any time, an amount equal to the
         sum of (i) the Dollar Equivalent of the aggregate then undrawn and
         unexpired face amount of all then outstanding Foreign L/Cs and (ii) the
         Dollar Equivalent of the aggregate amount of all drawings under Foreign
         L/Cs which have not then been reimbursed pursuant to subsection 3.5.

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

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

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

                                       13
<PAGE>

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

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

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

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

                  "Increased Commitment Agreement": as defined in subsection
         2.1(a).


                  "Incremental Facility": as defined in subsection 2.1(a).


                  "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



                                       14
<PAGE>


         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.

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

                  "Insolvent": pertaining to a condition of Insolvency.


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

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


                           (a) initially, the period commencing on the borrowing
         or conversion date, as the case may be, with respect to such Eurodollar
         Loan and ending one, two, three, six or, if made available by the
         Administrative Agent and the Lenders, nine or twelve months thereafter,
         as selected by the Borrower in its notice of borrowing or notice of
         conversion, as the case may be, given with respect thereto;

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

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



                                       15
<PAGE>


                           (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 180
         days after the Closing 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;

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

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

                  "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.

                  "Investment Fund": as defined in subsection 10.6(c).


                  "Issuing Lender": BOA, in its capacity as issuer of any Letter
         of Credit or, at the election of BOA, such other Lender or Lenders that
         agrees to act as Issuing Lender at the



                                       16
<PAGE>

         request of the Borrower, or upon resignation by BOA as an Issuing
         Lender at any time upon notice to the other parties to this Agreement,
         such other Lender or Lenders that agree to act as Issuing Lender at
         the request of the Borrower and to whom the Required Lenders consent
         in writing. "Judgment Currency": as defined in subsection 10.16 (b).


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


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


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


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

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

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

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


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


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



                                       17
<PAGE>


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

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


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


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

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


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

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

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


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

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


                                       18
<PAGE>


                            (b) any Asset Sale; and

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

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

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

                  "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.

                  "New 364-Day Credit Agreement": as defined in subsection
         5.1(q).


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

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

                  "Nonconsenting Lenders": as defined in subsection 2.17.

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



                                       19
<PAGE>



                  "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": April 28, 2000.

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

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

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

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

                  "Original 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.

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

                  "Original Subordinated Notes": the Borrower's 103/8 % 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 Original
         Subordinated Debt Documents.

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


                  "Parent Guarantee": the Third 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 Third 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).



                                       20
<PAGE>


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

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

                  "Permitted Convertible Securities": as defined in subsection
         7.4(g).


                  "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,
         (C) from and after May 1, 1999, dividends by the Borrower to Holdings
         payable solely out of Excess Cash Flow, provided that, with respect to
         this clause (C), (i) as of the last day of the most recently completed
         fiscal quarter the Debt Ratio is less than or equal to 3.5 to 1, and
         (ii) the aggregate amount of dividends paid by the Borrower to Holdings
         under this clause (C) since the Closing Date does not exceed $5,000,000
         and (D) dividends by the Borrower to Holdings to fund interest expense
         or dividends in respect of the Permitted Convertible Securities issued
         by Holdings, provided that such dividends under this clause (D) shall
         not, in any fiscal year, exceed an amount equal to the interest or
         dividends actually accruing on the outstanding principal amount of such
         Permitted Convertible Securities in such fiscal year less the sum of
         all intercompany advances funded pursuant to subsection 7.9(l) hereof
         by the Borrower to Holdings in respect of such Permitted Convertible
         Securities in such fiscal year.

                  "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.



                                       21
<PAGE>


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

                  "Properties": as defined in subsection 4.16.


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


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

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


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

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

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

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

                  "Required Class Lenders": at any time, (a) for the Lenders
         having Loan Exposure, Lenders having or holding more than 50% of the
         aggregate Loan Exposure of all Lenders, (b) for the Facility A Lenders
         having Facility A Loan Exposure, Facility A Lenders having or holding
         more than 50% of the aggregate Facility A Loan Exposure of all Facility
         A Lenders and (c) if Facility C exists, for the Facility C Lenders
         having Facility C Loan Exposure, Facility C Lenders having or holding
         more than 50% of the aggregate Facility C Loan Exposure of all Facility
         C Lenders.

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

                  "Requirement of Law": as to any Person, the Constitutional
         Documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or
         any of its property or to which such Person or any of its property is
         subject.

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



                                       22
<PAGE>


         Facility A Lenders having or holding 66 2/3% of the aggregate Facility
         A Loan Exposure of all Facility A Lenders and (c) if Facility C
         exists, for the Class of Facility C Lenders having Facility C Loan
         Exposure, Facility C Lenders having or holding 66 2/3% of the
         aggregate Facility C Loan Exposure of all Facility C Lenders.

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

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

                  "Revolving 364 Day Commitment": the commitment of a Lender, as
         set forth on Schedule I hereto as amended from time to time pursuant to
         this Agreement, to make Revolving 364 Day Loans to the Borrower
         pursuant to Subsection 2.1(a)(i) and to issue and/or purchase
         participations in Letters of Credit pursuant to Section 3; and
         "Revolving 364 Day Commitments" means such commitments of all Lenders
         in an aggregate amount not to exceed $200,000,000 at any time.

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

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

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

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

                  "Revolving 364 Day Termination Date": May 15, 2002, as the
         same may be extended in accordance with subsection 2.5(a) hereof.

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

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



                                       23
<PAGE>


                  "SEC": the Securities and Exchange Commission.

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

                  "Senior Manging Agents": collectively, Fleet National Bank,
         The Bank of New York, Credit Lyonnais, First Union Commercial
         Corporation and Barclays Bank plc.

                  "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.

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


                  "Stockholders Agreement": the Stockholders Agreement, dated as
         of April 30, 1997, by and among the Borrower, Holdings, the 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 or in
         respect of the Original Subordinated Notes, the New Subordinated Notes,
         the December 1998 Subordinated Notes and/or Additional Subordinated
         Indebtedness.

                  "Subordinated Debt Documents": the Original Subordinated Debt
         Documents, the December 1998 Subordinated Debt Documents, the New
         Subordinated Debt Documents and any similar indentures, registration
         rights agreements, purchase agreements, notes and/or similar agreements
         and instruments executed by Borrower and/or any of its Subsidiaries in
         respect of any Additional Subordinated Indebtedness.

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

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



                                       24
<PAGE>


                  "Subsidiary Guarantee": the Third 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 Third 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.

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

                  "TCAS 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.

                  "TCAS Subsidiary": a Subsidiary of Borrower organized as a
         Delaware limited liability company which will hold and operate the
         assets and business of the TCAS Acquired Company.

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

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

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

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



                                       25
<PAGE>


         annexed hereto, as they may be amended, supplemented or otherwise
         modified from time to time.

                  "Termination Date": (i) with respect to the Term Loans, if
         any, the earlier to occur of (a) May 15, 2006 or (b) the second
         anniversary of the effective date of the exercise of the Conversion
         Option with respect to such Term Loans and (ii) with respect to the
         Revolving 364 Day Commitments, the Revolving 364 Day Termination Date.

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

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

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

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

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

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

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

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

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

                  "Wholly Owned Subsidiary": a Subsidiary of Borrower, the
         Capital Stock of which is 100% owned and controlled, directly or
         indirectly, by Borrower.

                  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.




                                       26
<PAGE>


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

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

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

                  1.3 Interrelationship with Original Credit Agreement.


                      (a) As stated in the preamble hereof, this Credit
                  Agreement is intended to amend and restate the provisions of
                  the Original Credit Agreement and, notwithstanding any
                  substitution of Notes as of the Closing Date, except as
                  expressly modified herein, (x) all of the terms and provisions
                  of the Original Credit Agreement shall continue to apply for
                  the period prior to the Closing Date, including any
                  determinations of payment dates, interest rates, Events of
                  Default or any amount that may be payable to the Original
                  Agents or the Original Lenders (or their assignees or
                  replacements hereunder), and (y) the obligations under the
                  Original Credit Agreement shall continue to be paid or prepaid
                  on or prior to the Closing Date, and shall from and after the
                  Closing Date continue to be owing and be subject to the terms
                  of this Credit Agreement. All references in the Notes and the
                  other Credit Documents to (i) the Original Credit Agreement or
                  the "Credit Agreement" shall be deemed to include references
                  to this Credit Agreement and (ii) the "Lenders" or a "Lender"
                  or to the "Agents" or any "Agent" shall mean such terms as
                  defined in this Credit Agreement. As to all periods occurring
                  on or after the Closing Date, all of the covenants set forth
                  in the Original Credit Agreement shall be of no further force
                  and effect, it being understood that all obligations of the
                  Borrower under the Original Credit Agreement shall be governed
                  by this Credit Agreement from and after the Closing Date.

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



                                       27
<PAGE>


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

                  1.5 Accounting for Interests in TCAS Subsidiary.
         Notwithstanding anything to the contrary contained in this Agreement or
         any other Credit Document, for purposes of computing the amount of any
         financial terms and/or computing compliance with any of the financial
         tests and/or covenants set forth in this Agreement or any other Credit
         Document in respect of the TCAS Subsidiary at any time it is not a
         Wholly Owned Subsidiary, Borrower shall (i) only be permitted to
         include that portion of any assets and/or liabilities attributable to
         the TCAS Subsidiary which corresponds directly with the percentage of
         Capital Stock of the TCAS Subsidiary owned, directly or indirectly, by
         Borrower and (ii) eliminate depreciation and amortization expenses of
         the TCAS Subsidiary included in the consolidated financial statements
         of the Borrower that are applicable to the minority interests owned by
         Persons other than Borrower or its Subsidiaries in the TCAS Subsidiary
         in determining Borrower's Consolidated EBITDA.

              SECTION 2. AMOUNT AND TERMS OF COMMITMENTS AND LOANS

                  2.1 Commitments.

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

                  (i) Revolving 364 Day Loans. Each Revolving 364 Day Lender
         severally agrees to make revolving credit loans to the Borrower, from
         time to time during the Revolving 364 Day Commitment Period, in an
         aggregate principal amount at any one time outstanding which, when
         added to such Lender's Commitment Percentage with respect to Revolving
         364 Day Loans of the then outstanding L/C Obligations, does not exceed
         the amount of such Lender's Revolving 364 Day Commitment. During the
         Revolving 364 Day Commitment Period, the Borrower may use the Revolving
         364 Day Commitments by borrowing, prepaying the Revolving 364 Day
         Loans, in whole or in part, and reborrowing, all in accordance with the
         terms and conditions hereof. At any time not less than thirty (30) days
         prior to the "Termination Date" (as defined in the Facility A Credit
         Agreement), and subject to the terms of the Fee Letter, the Borrower
         may increase the aggregate Commitments by (I) entering into a binding
         written agreement, substantially in the form of Exhibit G hereto, with
         any Lender to increase the Commitment of such Lender (an "Increased
         Commitment Agreement") which Increase Commitment Agreement shall be
         presented to the Agents for acknowledgment and acceptance (which shall
         not be withheld unless the effect thereof would be to exceed the
         maximum permitted amount herein for all Commitments, Facility A
         Commitments and Facility C Commitments (if Facility C exists) in the
         aggregate) and/or (II) subject to the First Offer Requirement (as
         defined below) enter into a binding written agreement substantially in
         the form of Exhibit H hereto (a "Lender Addition Agreement") with any
         bank, financial institution, or Investment Fund to become a Lender
         under this Agreement by making a Commitment and causing such Person to
         take all other actions required to



                                       28
<PAGE>



         become a new Lender hereunder (a "New Lender"); provided that the sum
         of (i) the aggregate Commitments of all Lenders (including New
         Lenders), (ii) the aggregate Facility A Commitments of all Facility A
         Lenders and (iii) the aggregate Facility C Commitments (if Facility C
         exists) of all Facility C Lenders (if Facility C exists) may not
         exceed $750,000,000 at any time (such new or increased commitments,
         the "Incremental Facility"); and provided further that, no consent of
         any Lender shall be required for such Incremental Facility except for
         the consents described under clauses (I) and (II) above. In order to
         become a New Lender, a party must execute a Lender Addition Agreement
         and deliver the same to the Administrative Agent, the Syndication
         Agent and the Borrower for counter-execution. On the Eurodollar Loans
         Maturity Date (or, subject to compliance with subsection 2.16, on any
         Business Day) occurring on or immediately following the date that (i)
         the Agents have acknowledged their acceptance of any Increased
         Commitment Agreement delivered pursuant to clause (I) above or (ii)
         any Lender Addition Agreement has been executed by all necessary
         parties and delivered to the Agents, the increase in any such Lender's
         Commitment contemplated thereby shall become effective and/or the New
         Lender shall become a party to this Agreement, as applicable. Promptly
         thereafter, the Administrative Agent shall amend Schedule I hereto to
         accurately reflect the Commitments of the Lenders then in existence,
         whereupon such amended Schedule I shall be substituted for the
         pre-existing Schedule I, be deemed a part of this Agreement without
         any further action or consent of any party and be promptly distributed
         to each Lender and the Borrower by the Administrative Agent. The
         Incremental Facility shall have such economic terms (i.e., pricing,
         amount, tenor, amortization) as shall be agreed at the time with the
         lenders participating therein, ---- and shall, otherwise, be on the
         same terms as this Agreement; provided that without the written
         consent of Required Class Lenders for each Class, (i) the applicable
         interest rate margin under the Incremental Facility shall not exceed
         the Applicable Margin under this Agreement or the "Applicable Margin"
         under and as defined in the Facility A Credit Agreement by more than
         fifty basis points and (ii) the maturity date of the Incremental
         Facility shall be equal to or occurring after the scheduled
         Termination Date under this Agreement or the "Termination Date" under
         and as defined in the Facility A Credit Agreement; provided further
         that if the Borrower chooses to implement the Incremental Facility
         pursuant to clause (I) or (II) above, the Incremental Facility shall
         have the same economic terms (i.e. pricing, tenor, amortization) as
         this Agreement. In the alternative, without the consent of any Lender,
         Borrower may cause the Incremental Facility to be implemented and
         separately documented as Facility C, which shall have BOA as the
         administrative agent and provide for a ratable sharing of all
         Collateral and Guarantee Obligations under the Guarantees among and
         between the Lenders, the Facility A Lenders and the Facility C
         Lenders. In any case, the Administrative Agent shall have the right to
         execute, on behalf of the Lenders, any amendments and/or other
         documents necessary to implement the Incremental Facility; provided
         that such amendments and/or other documents do not affect any of the
         rights or obligations of any Lender for which the written consent of
         such Lender is necessary under subsection 10.1 unless the written
         consent of such Lender is received by the Administrative Agent. When
         the Incremental Facility is not implemented and separately documented
         as Facility C, the Borrower shall send the Administrative Agent (for
         distribution to each Lender) a written offer to participate in the
         Incremental Facility pursuant to clause (I) above, and each such
         Lender



                                       29
<PAGE>


         shall have the right, but no obligation, to commit to a ratable
         portion of the Incremental Facility, provided that no later than
         fourteen (14) days after receipt of such written request, each such
         Lender shall advise the Administrative Agent and the Borrower whether
         it intends to participate in the Incremental Facility and the amount
         of its proposed commitment (the "First Offer Requirement"). Only after
         satisfying the First Offer Requirement and allocating requested
         commitments to Lenders requesting participation in such Incremental
         Facility shall Borrower be permitted to offer participation in any
         remaining commitments for the Incremental Facility to any proposed New
         Lender pursuant to clause (II) above.

                  (ii) Term Loans. In the event the conditions in subsection
         2.5(b) to the exercise of the Conversion Option are satisfied, each
         Extending Lender severally agrees to convert, effective upon the
         Revolving 364 Day Termination Date, a principal amount of Revolving 364
         Day Loans of such Lender into a Term Loan of such Lender to the
         Borrower in an aggregate principal amount which does not exceed the
         lesser of (a) the principal amount of Revolving 364 Day Loans of such
         Lender outstanding on the Revolving 364 Day Termination Date and (b)
         the principal amount of such Lender's 364 Day Commitment outstanding on
         the Revolving 364 Day Termination Date. Amounts borrowed under this
         subsection 2.1(a)(ii) and subsequently repaid may not be reborrowed.

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

                  2.2 Procedure for Borrowing. The Borrower may borrow under the
         Revolving 364 Day Commitments during the Revolving 364 Day Commitment
         Period on any Business Day, provided that the Borrower shall give the
         Administrative Agent irrevocable notice (which notice must be received
         by the Administrative Agent prior to (a) 11:00 A.M., New York City
         time, three Business Days prior to the requested Borrowing Date, if all
         or any part of the requested Loans are to be initially Eurodollar
         Loans, (b) 11:00 A.M., New York City time, on the requested Borrowing
         Date in the case of a Base Rate Loan), specifying (i) the amount to be
         borrowed of each Type of Loan, (ii) the requested Borrowing Date, (iii)
         whether the borrowing is to be of Eurodollar Loans, Base Rate Loans or
         a combination thereof and (iv) if the borrowing is to be entirely or
         partly of Eurodollar Loans, the respective lengths of the initial
         Interest Periods therefor. Each borrowing under the Commitments shall
         be in an amount equal to (x) in the case of Base Rate Loans, $2,000,000
         or a whole multiple of $100,000 in excess thereof (or, if the then
         Available Commitments are less than $2,000,000, such lesser amount),
         and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple
         of $100,000 in excess thereof; provided that the Borrower may
         nevertheless borrow amounts below such minimum amounts in clauses (x)
         or (y) above solely for the purpose of (i) converting Revolving 364 Day
         Loans into Term Loans on the Revolving 364 Day Termination Date, (ii)
         repaying Revolving 364 Day Loans owing to any Nonconsenting Lenders on
         the Revolving 364 Day Termination Date and (iii) funding any




                                       30
<PAGE>


         scheduled amortization payment pursuant to subsection 2.5(b) in
         respect of any Term Loans then outstanding. Upon receipt of any such
         notice from the Borrower, the Administrative Agent shall promptly
         notify each Lender thereof. Each Lender will make the amount of its
         pro rata share of each borrowing available to the Administrative Agent
         for the account of the Borrower at the office of the Administrative
         Agent specified in subsection 10.2 prior to 11:00 A.M., New York City
         time (in the case of Eurodollar Loans) or 2:30 P.M., New York City
         time (in the case of Base Rate Loans), on the Borrowing Date requested
         by the Borrower in funds immediately available to the Administrative
         Agent. Such borrowing will then be made available to the Borrower by
         the Administrative Agent in accordance with the Borrower's payment
         instructions with the aggregate of the amounts made available to the
         Administrative Agent by the Lenders and in like funds as received by
         the Administrative Agent. All notices given by the Borrower under this
         subsection 2.2 may be made by telephonic notice promptly confirmed in
         writing.

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

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

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


                  (a) Extension of Revolving 364 Day Termination Date. The
         Borrower may elect to forward to the Administrative Agent (for
         distribution to each Lender) no earlier than sixty (60) but no later
         than fifty-five (55) days prior to any scheduled Revolving 364 Day
         Termination Date a written request asking each Revolving 364 Day Lender
         to consent to the extension of the Revolving 364 Day Termination Date
         for an additional period not to exceed 364 days. Borrower may renew
         such extension requests annually. Not later than thirty (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



                                       31
<PAGE>


         Agreement, thereto have been satisfied. If all of the Revolving 364
         Day Lenders have consented in writing to such extension and all
         conditions set forth in subsection 5.2 shall have been satisfied, then
         effective on the initially scheduled Revolving 364 Day Termination
         Date, the Revolving 364 Day Termination Date shall be deemed
         automatically extended by the additional period to which the Revolving
         364 Day Lenders have consented, which shall not exceed 364 days
         (herein, the "Extension Option"). If less than all of the Revolving
         364 Day Lenders consent to the exercise of the proposed Extension
         Option (the "Extending Lenders"), the Borrower may replace all, some
         or none of such Nonconsenting Lenders on or before the initially
         scheduled Revolving 364 Day Termination Date pursuant to subsection
         2.17 and repay all outstanding Revolving 364 Day Loans owing to each
         Nonconsenting Lender that is not being replaced, if any, on the
         initially scheduled Revolving 364 Day Termination Date (without giving
         effect to the Extension Option); provided that if the Extending
         Lenders do not hold more than 50% of the outstanding Revolving 364 Day
         Commitments, the Borrower will not be entitled to exercise the
         Extension Option with respect to any Extending Lenders nor shall any
         Lender failing to consent to the Extension Option be deemed a
         Nonconsenting Lender and be subject to replacement under subsection
         2.17 as a result thereof. Subject to the foregoing proviso, if the
         Borrower desires to exercise the Extension Option with the Extending
         Lenders, Borrower shall provide the Administrative Agent (for
         distribution to each Lender) with not less than five (5) days prior
         written notice thereof in addition to satisfying all conditions
         precedent set forth above (other than the requirement that all
         Revolving 364 Day Lenders have timely consented to the Extension
         Option). On the date the Extension Option becomes effective, Schedule
         I hereto shall be deemed amended to accurately reflect the Revolving
         364 Day Commitments of the Revolving 364 Day Lenders then in existence
         and the Administrative Agent shall promptly deliver a copy of such
         amended Schedule I to each Lender and the Borrower.

                  (b) Conversion Option. Subject to the terms of this subsection
         2.5(b), whether or not the Extension Option is utilized, the Borrower
         shall be entitled as of the Revolving 364 Day Termination Date to
         convert the principal amount of any or all Revolving 364 Day Loans (but
         not any obligations in respect of any Letters of Credit) outstanding as
         of the Revolving 364 Day Termination Date into Term Loans so long as
         each of the following conditions are met as of the effective date of
         such conversion to the satisfaction of the Administrative Agent (the
         "Conversion Option"): (i) each of the conditions precedent set forth in
         subsection 5.2 of this Agreement shall be satisfied, (ii) not later
         than five (5) Business Days before the Revolving 364 Day Termination
         Date, all Letters of Credit shall have terminated and/or been released
         and canceled to the satisfaction of the Issuing Lender and the
         Administrative Agent and all outstanding L/C Obligations in respect of
         any Letters of Credit shall have been paid in full in cash or cash
         collateralized on terms deemed satisfactory by the Administrative Agent
         and the Issuing Lender and (iii) not later than five (5) days before
         the Revolving 364 Day Termination Date, the Borrower shall have
         provided the Administrative Agent

                                       32
<PAGE>

         (for distribution to each Lender) (x) written notice of the
         Borrower's desire to exercise the Conversion Option, (y) a certificate
         of a Responsible Officer of the Borrower specifying the aggregate
         amount of Revolving 364 Day Loans to be paid in full and the amount of
         such Loans which will be converted to Term Loans, in each case, on the
         Revolving 364 Day Termination Date and certifying that all conditions
         precedent to exercise of the Conversion Option are satisfied and will
         remain satisfied on the Revolving 364 Day Termination Date and (z) Term
         Notes in the form of Exhibit A-2 hereto for each Lender that requests a
         Term Note pursuant to subsection 2.5(g)(ii) in the amount of each such
         Lender's respective Revolving 364 Day Loans which are to be converted
         into Term Loans of such Lender. If the Conversion Option is exercised,
         the Term Loans shall be repaid by the Borrower on the Termination Date
         applicable to such Term Loans.

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

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

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

                  (f) Recording. Each Lender shall maintain in accordance with
         its usual practice an account or accounts evidencing indebtedness of
         the Borrower to such Lender resulting from each Loan of such Lender
         from time to time, including the amounts of principal and interest
         payable and paid to such Lender from time to time under this Agreement.

                  (g) Loan Accounts and Register; Notes.

         (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

                                       33
<PAGE>

    conclusive as to the amount of the Loans made by the Lender to the Borrower,
    the interest and payments thereon and any other amounts owing in respect of
    this Agreement. The Borrower hereby designates the Administrative Agent to
    serve as the Borrower's agent, solely for purposes of this subsection 2.5(g)
    and subsection 10.6, to maintain the Register on which it will record the
    Commitments from time to time of each of the Lenders, the Loans made by each
    of the Lenders and each repayment in respect of the principal amount of the
    Loans of each Lender. The Borrower agrees to indemnify the Administrative
    Agent from and against any and all losses, claims, damages and liabilities
    of whatsoever nature which may be imposed on, asserted against or incurred
    by the Administrative Agent in performing its duties under this subsection
    2.5(g) and subsection 10.6 (other than any losses, claims, damages and
    liabilities to the extent incurred by reason of the gross negligence or
    willful misconduct of the Administrative Agent).

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

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

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

         2.6 Optional Prepayments; Mandatory Prepayments and Reduction of
Commitments.

              (a) Subject to subsections 2.12 and 2.16, the Borrower may at any
         time and from time to time prepay any Loans, in whole or in part,
         without premium or penalty, upon irrevocable notice to the
         Administrative Agent prior to 11:00 A.M., New York City time, three
         Business Days prior to the date of prepayment in the case of Eurodollar
         Loans or on any Business Day in the case of Base Rate Loans, specifying
         the date and amount of prepayment, the Type of Loan to be prepaid
         (which Loans shall be prepaid on a pro rata basis among the

                                       34
<PAGE>

         applicable Lenders) and whether the prepayment is of Eurodollar
         Loans, Base Rate Loans or a combination thereof, and, if of a
         combination thereof, the amount allocable to each. Upon receipt of any
         such notice, the Administrative Agent shall promptly notify each
         applicable Lender thereof. If any such notice is given, the amount
         specified in such notice shall be due and payable on the date specified
         therein, together with any amounts payable pursuant to subsection 2.16.
         Partial prepayments shall be in an aggregate principal amount of
         $2,000,000 or a whole multiple of $100,000 in excess thereof. In the
         event of any voluntary prepayment of the Term Loans, such voluntary
         prepayment shall be deemed applied to the next scheduled amortization
         payment(s) as described in subsection 2.5(b) (rather than be applied in
         inverse order of maturity).

              (b) (i) If, subsequent to the Original Closing Date, Holdings or
         any of its Subsidiaries shall incur or permit the incurrence of any
         Indebtedness (other than Indebtedness permitted pursuant to subsection
         7.2, 100% of the Net Proceeds thereof shall be promptly ratably applied
         toward the prepayment of the Loans, the Facility A Loans and the
         Facility C Loans (if Facility C exists) and, unless the Required Class
         Lenders shall have waived such requirement in writing, on or before the
         60th day following the date of receipt of such Net Proceeds (the "Debt
         Prepayment Waiting Period"), the Commitments, the Facility A
         Commitments and the Facility C Commitments (if Facility C exists) shall
         be permanently reduced as set forth in clause (iii) of this subsection
         2.6(b) by the amount so prepaid on the last day of the Debt Prepayment
         Waiting Period. During the term of any Debt Prepayment Waiting Period,
         a portion of the Commitments, the Facility A Commitments and the
         Facility C Commitments (if Facility C exists) equal to the amount of
         prepayments received in respect of the Loans, the Facility A Loans and
         the Facility C Loans (if Facility C exists), as applicable, from the
         issuance and/or incurrence of such Indebtedness shall be unavailable to
         Borrower and deemed excluded from each Lender's, Facility A Lender's
         and Facility C Lender's (if Facility C exists) "Available Commitment"
         (as such term is defined herein and in each of the Facility A Credit
         Agreement and Facility C Credit Agreement, if Facility C exists) unless
         Borrower shall have received a written waiver of such mandatory
         commitment reduction from the Required Class Lenders. Nothing in this
         paragraph (b) shall be deemed to permit any Indebtedness not permitted
         by subsection 7.2.

         (ii) If, subsequent to the Closing Date, Holdings or any of its
    Subsidiaries shall receive Net Proceeds from any Asset Sale (other than in
    respect of a sale of all of the Capital Stock of the TCAS Subsidiary owned,
    directly or indirectly, by Borrower (a "Final TCAS Sale")), such Net
    Proceeds, subject to the Applicable Holdback (defined below) shall be
    promptly and ratably applied toward the prepayment of the Loans, the
    Facility A Loans and the Facility C Loans (if Facility C exists) and
    permanent reduction of the Commitments, the Facility A Commitments and the
    Facility C Commitments (if Facility C exists) as set forth in clause (iii)
    of this subsection 2.6(b); provided that Net Proceeds from any Asset Sales
    (other than in respect of a Final TCAS Sale) shall not be required to be so
    applied to the extent that such Net Proceeds are used by the Borrower or

                                       35
<PAGE>

    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 (iii) 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. If Holdings, Borrower or any of its Subsidiaries shall
    receive Net Proceeds from a Final TCAS Sale, such Net Proceeds shall be
    applied on or prior to the third Business Day after receipt thereof toward
    prepayment of the Loans, the Facility A Loans and the Facility C Loans (if
    Facility C exists) and, unless the Required Class Lenders shall have waived
    such requirement in writing, on or before the 60th day following the date of
    such Final TCAS Sale, the ("TCAS Waiting Period"), the Commitments, the
    Facility A Commitments and the Facility C Commitments (if Facility C exists)
    shall be permanently reduced as set forth in clause (iii) of this subsection
    2.6(b) by the amount so prepaid on the last day of the TCAS Waiting Period.
    During the term of any TCAS Waiting Period, a portion of the Commitments,
    the Facility A Commitments and the Facility C Commitments (if Facility C
    exists) equal to the amount of prepayments received in respect of the Loans,
    the Facility A Loans and the Facility C Loans (if Facility C exists) from
    such Final TCAS Sale shall be unavailable to Borrower and deemed excluded
    from each Lender's, Facility A Lender's and Facility C Lender's (if Facility
    C exists) "Available Commitment" (as such term is defined herein and in each
    of the Facility A Credit Agreement and Facility C Credit Agreement, if
    Facility C exists) unless Borrower shall have received a written waiver of
    such mandatory commitment reduction from the Required Class Lenders. As used
    herein, "Applicable Holdback" shall mean an amount of Net Proceeds not in
    excess of $20,000,000 derived from any Asset Sales (other than a Final TCAS
    Sale) 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 (iii) 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) 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 Loans, Facility A Loans and Facility C Loans (if Facility C
    exists), with a corresponding ratable permanent reduction of the
    Commitments, Facility A Commitments and the Facility C Commitments (if
    Facility C exists) as and when required by subsection 2.6(b)(i) and (ii).
    Commitment, Facility A Commitment and Facility C Commitment (if Facility C
    exists) reductions made pursuant to subsections 2.6(b)(i) and (ii) (and the
    corresponding subsections of the Facility A Credit Agreement and the
    Facility C Credit Agreement, if Facility C exists)

                                       36
<PAGE>

    shall be applied to each Lender's respective Commitment, each Facility
    A Lender's Facility A Commitment and/or each Facility C Lender's Facility C
    Commitment (if Facility C exists), as applicable, on a pro rata basis and
    shall reduce permanently such Commitments, Facility A Commitments and
    Facility C Commitments (if Facility C exists). At any time that an Event of
    Default has occurred and is continuing, all mandatory prepayments shall be
    applied in accordance with the terms of subsection 2.12 hereof (and the
    corresponding subsection of the Facility A Credit Agreement and the Facility
    C Credit Agreement, if Facility C exists). Mandatory prepayments shall not
    be subject to any minimum amount requirement.

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

         2.7 Conversion and Continuation Options.

              (a) The Borrower may elect from time to time to convert Eurodollar
         Loans to Base Rate Loans, by giving the Administrative Agent prior
         irrevocable notice of such election at or before 11:00 A.M. New York
         City time, on the Business Day immediately preceding the date of the
         proposed conversion and of the amount and Type of Loan to be converted,
         provided that any such conversion of Eurodollar Loans may only be made
         on the last day of an Interest Period with respect thereto. The
         Borrower may elect from time to time to convert Base Rate Loans to
         Eurodollar Loans by giving the Administrative Agent prior irrevocable
         notice of such election at or before 11:00 A.M., New York City time, on
         the third Business Day immediately preceding the date of the proposed
         conversion and of the amount and Type of Loan to be converted. Any such
         notice of conversion to

                                       37
<PAGE>

         Eurodollar Loans shall specify the length of the initial Interest
         Period or Interest Periods therefor. Upon receipt of any such notice
         the Administrative Agent shall promptly notify each applicable Lender
         thereof. All or any part of outstanding Eurodollar Loans and Base Rate
         Loans may be converted as provided herein, provided that (i) no Loan
         may be converted into a Eurodollar Loan when any Event of Default has
         occurred and is then continuing and (ii) no Loan may be converted into
         a Eurodollar Loan after the date that is one month prior to the
         Termination Date with respect to such Loan.

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

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

         2.8 Minimum Amounts and Maximum Number of Tranches. All borrowings,
conversions and continuations of Loans hereunder and all selections of Interest
Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, after giving effect thereto, the aggregate principal amount
of the Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or
a whole multiple of $100,000 in excess thereof; provided that the Borrower may
nevertheless borrow amounts in any Eurodollar Tranche below such minimum amounts
solely for the purpose of (i) converting Revolving 364 Day Loans into Term Loans
on the Revolving 364 Day Termination Date, (ii) repaying Revolving 364 Day Loans
owing to any Nonconsenting Lenders on the Revolving 364 Day Termination Date or
(iii) funding any scheduled amortization payment pursuant to subsection 2.5(b)
in respect of any Term Loans then outstanding. All Loans hereunder may be
converted or continued into Base Rate Loans without reference to the minimum
principal amount requirements for new Base Rate borrowings set forth in
subsection 2.2 above. In no event shall the number of outstanding Eurodollar
Tranches under this Agreement plus the number of outstanding Facility A
Eurodollar Tranches and Facility C Eurodollar Tranches (if Facility C exists)
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.

                                       38
<PAGE>

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

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

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

         2.10 Computation of Interest and Fees.

              (a) Interest on Base Rate Loans and fees shall be calculated on
         the basis of a 365- (or 366-, as the case may be) day year for the
         actual days elapsed; all other interest shall be calculated on the
         basis of a 360-day year for the actual days elapsed. The Administrative
         Agent shall as soon as practicable notify the Borrower and the Lenders
         of each determination of a Eurodollar Rate. Any change in the interest
         rate on a Loan resulting from a change in the Base Rate or the
         Eurocurrency Reserve Requirements shall become effective as of the
         opening of business on the day on which such change becomes effective.
         The Administrative Agent shall as soon as practicable notify the
         Borrower and the Lenders of the effective date and the amount of each
         such change in interest rate.

              (b) Each determination of an interest rate by the Administrative
         Agent pursuant to any provision of this Agreement shall be conclusive
         and binding on the Borrower and the Lenders in the absence of manifest
         error. The Administrative Agent shall, at the request of 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

                                       39
<PAGE>

              (b) the Administrative Agent shall have received notice from the
         Required Lenders that the Eurodollar Rate determined or to be
         determined for such Interest Period will not adequately and fairly
         reflect the cost to such Lenders (as conclusively certified by such
         Lenders) of making or maintaining their affected Loans during such
         Interest Period, the Administrative Agent shall give telecopy or
         telephonic notice thereof to the Borrower and the Lenders as soon as
         practicable thereafter. If such notice is given (x) any Eurodollar
         Loans requested to be made on the first day of such Interest Period
         shall be made as Base Rate Loans, (y) any Loans that were to have been
         converted on the first day of such Interest Period to Eurodollar Loans
         shall be converted to or continued as Base Rate Loans and (z) any
         outstanding Eurodollar Loans shall be converted, on the first day of
         such Interest Period, to Base Rate Loans. Until such notice has been
         withdrawn in writing by the Administrative Agent (which the
         Administrative Agent agrees to do when the Administrative Agent has
         determined, or has been instructed by the Required Lenders that, the
         circumstances that prompted the delivery of such notice no longer
         exist), no further Eurodollar Loans shall be made or continued as such,
         nor shall the Borrower have the right to convert Loans to Eurodollar
         Loans.

         2.12 Pro Rata Treatment and Payments.

              (a) Each borrowing by the Borrower from the Revolving 364 Day
         Lenders hereunder, each payment by the Borrower on account of any
         commitment fee hereunder and any reduction of the Revolving 364 Day
         Commitments of Revolving 364 Day Lenders shall be made pro rata
         according to the respective Commitment Percentages of the Revolving 364
         Day Lenders. Except during any period in which an Event of Default has
         occurred and is continuing, each payment (including each prepayment) by
         the Borrower on account of principal of and interest on any Term Loans
         and/or the Revolving 364 Day Loans, and any application by the
         Administrative Agent of the proceeds of any Collateral, shall be made
         pro rata according to the respective outstanding principal amounts of
         such Loans then held by the Lenders. All payments (including
         prepayments) to be made by the Borrower hereunder in respect of any
         Loan, whether on account of principal, interest, Reimbursement
         Obligations (whether in respect of Domestic L/Cs or Foreign L/Cs),
         fees, expenses or otherwise, shall be made without set off or
         counterclaim and shall be made prior to 11:00 A.M., New York City time,
         on the due date thereof to the Administrative Agent, for the account of
         the Lenders with respect to such Loans, at the Administrative Agent's
         office specified in subsection 10.2, in Dollars and in immediately
         available funds; provided, that, with respect to any Reimbursement
         Obligations of the Borrower arising from the presentment to the Issuing
         Lender of a draft under a Foreign L/C, the Borrower may make payment in
         the applicable Alternative Currency if such payment is received by the
         Issuing Lender on the date such draft is paid by the Issuing Lender. At
         any time that an Event of Default has occurred and is continuing, all
         payments (including prepayments) made by Borrower hereunder and any
         application by the Administrative Agent of the proceeds of any
         Collateral and/or payment under any Guarantee shall be applied in the
         following order: (1) to the ratable payment of all amounts due and
         owing by the Borrower pursuant to

                                       40
<PAGE>

         subsection 10.5 of this Agreement, subsection 10.5 of the Facility
         A Credit Agreement or subsection 10.5 or the Facility C Credit
         Agreement (if Facility C exists) to the Agents, the Facility A Agents
         and/or the Facility C Agents (if Facility C exists) and, after payment
         in full thereof, to any other Lender, Facility A Lender or Facility C
         Lender (if Facility C exists); (2) to the ratable payment of all
         interest, fees and commissions due and owing under this Agreement, the
         Facility A Credit Agreement or the Facility C Credit Agreement (if
         Facility C exists) or to the Agents, the Facility C Agents (if Facility
         C exists), the Facility A Agents, the Swing Line Lender, any Lender,
         any Facility A Lender or any Facility C Lender (if Facility C exists);
         (3) to the ratable payment (or cash collateralization) of the aggregate
         outstanding principal amount of Loans, Facility A Loans and Facility C
         Loans (if Facility C exists) and the aggregate L/C Obligations,
         Facility A L/C Obligations and Facility C L/C Obligations (if Facility
         C exists); and (4) to the ratable payment of all other obligations of
         the Borrower to the Agents, the Facility A Agents, the Facility C
         Agents (if Facility C exists), the Swing Line Lender, any Lender, any
         Facility A Lender or any Facility C Lender (if Facility C exists) under
         any Credit Document, Facility A Credit Document or Facility C Credit
         Document (if Facility C exists). For purposes of applying payments and
         proceeds distributed under clause 3 above, each Lender will first apply
         such amounts to all outstanding Loans of such Lender before such
         amounts will be held as cash collateral for L/C Obligations in which
         such Lender is a L/C Participant. The Administrative Agent, the
         Facility A Administrative Agent and the Facility C Administrative Agent
         (if Facility C exists) shall ratably distribute such payments to the
         applicable Lenders, the Facility A Lenders and the Facility C Lenders
         (if Facility C exists) promptly upon receipt in like funds as received.
         If any payment hereunder becomes due and payable on a day other than a
         Business Day, such payment shall be extended to the next succeeding
         Business Day, and, with respect to payments of principal, interest
         thereon shall be payable at the then applicable rate during such
         extension.

              (b) Unless the Administrative Agent shall have been notified in
         writing by any Lender prior to a borrowing that such Lender will not
         make the amount that would constitute its Commitment Percentage of such
         borrowing available to the Administrative Agent, the Administrative
         Agent may assume that such Lender is making such amount available to
         the Administrative Agent on such Borrowing Date, and the Administrative
         Agent may, in reliance upon such assumption, make available to the
         Borrower a corresponding amount. If such amount is not made available
         to the Administrative Agent by the required time on the Borrowing Date
         therefor, such Lender shall pay to the Administrative Agent, on demand,
         such amount with interest thereon at a rate equal to the daily average
         Federal Funds Effective Rate for the period until such Lender makes
         such amount immediately available to the Administrative Agent. A
         certificate of the Administrative Agent submitted to any Lender with
         respect to any amounts owing under this subsection shall be conclusive
         in the absence of manifest error. If such Lender's Commitment
         Percentage of such borrowing is not made available to the
         Administrative Agent by such Lender within three Business Days of such

                                       41
<PAGE>

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

         (i) shall subject any Lender to any tax of any kind whatsoever with
    respect to this Agreement, any Note, any Letter of Credit, any Application
    or any Eurodollar Loan made by it, or change the basis of taxation of
    payments to such Lender in respect thereof (except for Non-Excluded Taxes
    covered by subsection 2.15 and changes in the rate of net income taxes
    (including branch profits taxes and minimum taxes) or franchise taxes
    (imposed in lieu of net income taxes) of such Lender);

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

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

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit or to reduce any amount

                                       42
<PAGE>

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 Authority made subsequent to the date
         hereof shall have the effect of reducing the rate of return on such
         Lender's or such corporation's capital as a consequence of its
         obligations hereunder or under any Letter of Credit to a level below
         that which such Lender or such corporation could have achieved but for
         such adoption, change or compliance (taking into consideration such
         Lender's or such corporation's policies with respect to capital
         adequacy) by an amount deemed by such Lender to be material, then from
         time to time, after submission by such Lender to the Borrower (with a
         copy to the Administrative Agent) of a prompt written request therefor,
         the Borrower shall promptly pay to such Lender such additional amount
         or amounts as will compensate such Lender for such reduction. Each
         Lender shall notify the Borrower within 120 days after it becomes aware
         of the imposition of such additional amount or amounts; provided that
         if such Lender fails to so notify the Borrower within such 120-day
         period, such Lender shall not be entitled to claim any additional
         amount or amounts pursuant to this subsection for any period ending on
         a date which is prior to 120 days before such notification.

              (c) If any Lender becomes entitled to claim any additional amounts
         pursuant to this subsection, it shall promptly notify the Borrower
         (with a copy to the Administrative Agent) of the event by reason of
         which it has become so

                                       43
<PAGE>

         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 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.

                                       44
<PAGE>

              (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 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

                                       45
<PAGE>

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 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.

                                       46
<PAGE>

         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.

         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

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<PAGE>

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 the Fee Letter.

         2.19 Certain Rules Relating to the Payment of Additional Amounts.

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

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


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<PAGE>

                          SECTION 3. LETTERS OF CREDIT

         3.1 L/C Commitment.

              (a) Subject to the terms and conditions hereof, the Issuing
         Lender, in reliance on the agreements of the Revolving 364 Day Lenders
         set forth in subsection 3.4(a), agrees to issue letters of credit
         ("Letters of Credit") for the account of the Borrower on any Business
         Day during the Revolving 364 Day Commitment Period in such form as may
         be approved from time to time by the Issuing Lender; provided that the
         Issuing Lender shall have no obligation to issue any Letter of Credit
         if, after giving effect to such issuance, (x) the L/C Obligations would
         exceed the Revolving 364 Day Commitments or (y) the Available
         Commitment with respect to Revolving 364 Day Loans of all Revolving 364
         Day Lenders then outstanding would be less than zero.

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

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

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

              (e) The Issuing Lender shall not at any time be obligated to issue
         any Letter of Credit hereunder if (i) such issuance would conflict
         with, or cause the Issuing Lender or any L/C Participant to exceed any
         limits imposed by, any applicable Requirement of Law or any policies of
         the Issuing Lender or (ii) in the case of any Foreign L/C, it has
         determined that it cannot provide such Letter of Credit in the
         applicable Alternative Currency.

3.2 Procedure for Issuance of Letters of Credit. The Borrower may from time to
time request that the Issuing Lender issue a Letter of Credit at any time prior
to the fifth Business Day prior to the Revolving 364 Day Termination Date by
delivering to the Issuing

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<PAGE>

Lender with a copy to the Administrative Agent at its address for notices
specified herein an Application therefor, completed to the satisfaction of the
Issuing Lender, and such other certificates, documents and other papers and
information as the Issuing Lender may reasonably request. Upon receipt of any
Application, the Issuing Lender will process such Application and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event shall the
Issuing Lender be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed by the Issuing Lender and the Borrower. The Issuing
Lender shall furnish a copy of such Letter of Credit to the Borrower and the
Administrative Agent (with copies for each Lender) promptly following the
issuance thereof.

         3.3 Fees, Commissions and Other Charges.

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

              (b) In addition to the foregoing fees and commissions, the
         Borrower shall pay or reimburse the Issuing Lender for such normal and
         customary costs and expenses as are incurred or charged by the Issuing
         Lender in issuing,

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<PAGE>

         effecting payment under, amending or otherwise administering any
         Letter of Credit.

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

         3.4 L/C Participation.

              (a) The Issuing Lender irrevocably agrees to sell and hereby sells
         to each L/C Participant, and, to induce the Issuing Lender to issue
         Letters of Credit hereunder, each L/C Participant irrevocably agrees to
         accept and purchase and hereby accepts and purchases from the Issuing
         Lender, on the terms and conditions hereinafter stated, for such L/C
         Participant's own account and risk an undivided interest equal to such
         L/C Participant's Commitment Percentage with respect to Revolving 364
         Day Loans from time to time in effect in the Issuing Lender's
         obligations and rights under each Letter of Credit issued hereunder and
         the amount of each draft paid by the Issuing Lender thereunder. Each
         L/C Participant unconditionally and irrevocably agrees with the Issuing
         Lender that, if a draft is paid under any Letter of Credit for which
         the Issuing Lender is not reimbursed in full by the Borrower in
         accordance with the terms of this Agreement or any such reimbursement
         payment received by the Issuing Lender is avoided or required to be
         returned in accordance with applicable law, such L/C Participant shall
         pay to the Issuing Lender upon demand in Dollars at the Issuing
         Lender's address for notices specified herein an amount equal to such
         L/C Participant's then Commitment Percentage with respect to Revolving
         364 Day Loans of the Dollar Equivalent of the amount of such draft
         (determined on the date such draft is paid), or any part thereof, which
         is not so indefeasibly reimbursed; provided that, if such demand is
         made prior to 11:00 A.M., New York City time, on a Business Day, such
         L/C Participant shall make such payment to the Issuing Lender prior to
         the end of such Business Day and otherwise such L/C Participant shall
         make such payment on the next succeeding Business Day.

              (b) If any amount required to be paid by any L/C Participant to
         the Issuing Lender pursuant to subsection 3.4(a) in respect of any
         portion of any payment made by the Issuing Lender under any Letter of
         Credit is paid to the Issuing Lender within three Business Days after
         the date such payment is due, such L/C Participant shall pay to the
         Issuing Lender on demand an amount equal to the product of (i) such
         amount, times (ii) the daily average Federal Funds Effective Rate, as
         quoted by the Issuing Lender, during the period from and including the
         date such payment is required to the date on which such payment is
         immediately available to the Issuing Lender, times (iii) a fraction the
         numerator of which is the number of days that elapse during such period
         and the denominator of which is 360. If any such amount required to be
         paid by any L/C Participant pursuant to subsection 3.4(a) is not in
         fact made available to the Issuing Lender


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<PAGE>

         by such L/C Participant within three Business Days after the date
         such payment is due, the Issuing Lender shall be entitled to recover
         from such L/C Participant, on demand, such amount with interest thereon
         calculated from such due date at the rate per annum applicable to Base
         Rate Loans hereunder. A certificate of the Issuing Lender submitted to
         any L/C Participant with respect to any amounts owing under this
         subsection shall be conclusive in the absence of manifest error.

              (c) Whenever, at any time after the Issuing Lender has made
         payment under any Letter of Credit and has received from any L/C
         Participant its pro rata share of such payment in accordance with
         subsection 3.4(a), the Issuing Lender receives any payment related to
         such Letter of Credit (whether directly from the Borrower or otherwise,
         including proceeds of collateral applied thereto by the Issuing
         Lender), or any payment of interest on account thereof, the Issuing
         Lender will, if such payment is received prior to 11:00 A.M., New York
         City time, on a Business Day, distribute to such L/C Participant its
         pro rata share thereof prior to the end of such Business Day and
         otherwise the Issuing Lender will distribute such payment on the next
         succeeding Business Day; provided, however, that in the event that any
         such payment received by the Issuing Lender and distributed to the L/C
         Participants shall be required to be returned by the Issuing Lender,
         each such L/C Participant shall return to the Issuing Lender the
         portion thereof previously distributed by the Issuing Lender to it.

         3.5 Reimbursement Obligation of the Borrower.

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

              (b) Interest shall be payable on the Dollar Equivalent of any and
         all amounts remaining unpaid by the Borrower under this subsection from
         the date a draft presented under any Letter of Credit is paid by the
         Issuing Lender until

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<PAGE>

         payment in full (i) at the rate which would be payable on any
         Loans that are Base Rate Loans at such time until such payment is
         required to be made pursuant to subsection 3.5(a), and (ii) thereafter,
         at the rate which would be payable on any Loans that are Base Rate
         Loans at such time which were then overdue.

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

         3.6 Obligations Absolute.

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

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

              (c) Neither the Issuing Lender nor any L/C Participant shall be
         liable for any error, omission, interruption or delay in transmission,
         dispatch or delivery of any message or advice, however transmitted, in
         connection with any Letter of Credit, except for errors or omissions
         caused by the Issuing Lender's gross negligence or willful misconduct.

              (d) The Borrower agrees that any action taken or omitted by the
         Issuing Lender under or in connection with any Letter of Credit or the
         related drafts or documents, if done in the absence of gross negligence
         or willful misconduct and in accordance with the standards of care
         specified in the Uniform Commercial Code of the State of New York,
         shall be binding on the Borrower and shall not result in any liability
         of the Issuing Lender or any L/C Participant to the Borrower.

         3.7 Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify the
Borrower and the Administrative Agent of the date and the Dollar Equivalent of
the amount thereof (and, in the

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<PAGE>

case of a Foreign L/C, the amount thereof stated in the applicable Alternative
Currency). If any draft shall be presented for payment under any Letter of
Credit, the responsibility of the Issuing Lender to the Borrower in connection
with such draft shall, in addition to any payment obligation expressly provided
for in such Letter of Credit, be limited to determining that the documents
(including each draft) delivered under such Letter of Credit in connection with
such presentment appear on their face to be in conformity with such Letter of
Credit.

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

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

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

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

         4.1 Financial Condition.

         The audited consolidated balance sheets at December 31, 2000 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. 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.

         4.2 No Change. Since December 31, 2000, 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 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

                                       54
<PAGE>

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 6.12
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.

         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.

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<PAGE>

         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
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 Lockheed 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

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<PAGE>

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 of, 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.

         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 subject to
regulation under any Federal or State statute or regulation (other than
Regulation X of the Board of Governors of the Federal Reserve System) which
limits its ability to incur Indebtedness.

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

         4.15 Purpose of Loans. The proceeds of the Loans shall be used by the
Borrower (i) to pay fees and expenses related to the preparation and negotiation
of this Agreement and the other Credit Documents, (ii) to refinance and/or repay
all Indebtedness outstanding under the New 364-Day Credit Agreement, and (iii)
for working capital, capital expenditures and other lawful corporate purposes,
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

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<PAGE>

         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 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.

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<PAGE>

         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. The hours worked and payments made
to employees of Holdings, the Borrower and each of its Subsidiaries (and their
predecessors) have not been in violation of the Fair Labor Standards Act or any
other applicable Requirement of Law, except to the extent such violations could
not, or in the aggregate, be reasonably expected to have a Material Adverse
Effect.

                        SECTION 5. CONDITIONS PRECEDENT

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

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

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

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<PAGE>

         by the Agents in connection with this Agreement (for which
         invoices have been furnished to Borrower) shall have been paid on or
         before the Closing Date.

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

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

              (e) Insurance. The Lenders shall have received (i) a reasonably
         satisfactory schedule describing all insurance maintained by the
         Borrower and its Subsidiaries pursuant to subsection 6.5, and (ii)
         binders (or other customary evidence as to the obtaining and
         maintenance by the Borrower and its Subsidiaries of such insurance) for
         each policy set forth on such schedule insuring against casualty and
         other usual and customary risks.

              (f) Litigation. On the Closing Date, there shall be no actions,
         suits or proceedings pending or threatened in any court or before any
         arbitrator or Governmental Authority against any Credit Party (a) with
         respect to this Agreement or any other Credit Document or any
         Transaction Document or the transactions contemplated hereby or thereby
         or the ability of any Credit Party to perform their respective
         obligations under the Credit Documents or (b) which the Agents or the
         Required Lenders shall determine could reasonably be expected to have a
         Material Adverse Effect.

              (g) Borrowing Certificate. If any Loan is to be requested on the
         Closing Date, the Administrative Agent shall have received, with a
         counterpart for each Lender, a certificate of the Borrower, dated the
         Closing Date, substantially in the form of Exhibit D, with appropriate
         insertions and attachments, reasonably satisfactory in form and
         substance to the Administrative Agent, executed by the President or any
         Vice President and the Secretary or any Assistant Secretary of the
         Borrower.

              (h) Corporate Proceedings of the Borrower. The Administrative
         Agent shall have received, with a counterpart for each Lender, a copy
         of the resolutions, in form and substance reasonably satisfactory to
         the Administrative Agent, of the Board of Directors of the Borrower
         authorizing (i) the execution, delivery and performance of the Credit
         Documents to which it is a party, (ii) the borrowings contemplated
         hereunder, and (iii) the stock pledges pursuant to the Borrower Pledge
         Agreement, certified by the Secretary or an Assistant Secretary

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<PAGE>

         of the Borrower as of the Closing Date, which certificate shall be
         in form and substance reasonably satisfactory to the Administrative
         Agent and shall state that the resolutions thereby certified have not
         been amended, modified, revoked or rescinded.

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

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

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

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

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

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<PAGE>

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

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

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

              (q) Termination of New 364-Day Credit Agreement. Borrower shall
         have caused the payment in full of all Indebtedness outstanding under
         and the termination of all commitments in respect of that certain New
         364-Day Credit Agreement dated as of April 24, 2000, among Borrower,
         BOA as administrative agent, the other parties named as agents therein
         and the lenders party thereto (as amended, supplemented, restated or
         otherwise modified from time to time, the "New 364-Day Credit
         Agreement").

              (r) Closing Certificate. The Administrative Agent shall have
         received, with a counterpart for each Lender, a Certificate of the
         Borrower, dated the Closing Date, certifying that as of the Closing
         Date, no Liens exist upon any Credit Parties' assets except for Liens
         permitted pursuant to subsection 7.3.

              (s) Facility A Credit Agreement. All conditions set forth in
         clauses (a) through (r) 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 effect a waiver of such condition.

         5.2 Conditions to Each Extension of Credit. The agreement of each
Lender to make any extension of credit (including the issuance of any Letter of
Credit) requested to be provided by it on any date (including, without
limitation, its initial Loan and Letter(s) of Credit) is subject to the
satisfaction of the following conditions precedent:

              (a) Representations and Warranties. Each of the representations
         and warranties made by any Credit Party in or pursuant to the Credit
         Documents shall be true and correct in all material respects on and as
         of such date as if made on and as of such date, except for any
         representation and warranty which is expressly made as of an earlier
         date, which representation and warranty shall have been true and
         correct in all material respects as of such earlier date.

              (b) No Default. No Default or Event of Default shall have occurred
         and be continuing on such date or will occur or exist after giving
         effect to the extensions of credit requested to be made on such date.
         Borrower shall not be in violation of Section 4.09 (Incurrence of
         Indebtedness and Issuance of Preferred Stock) of any of the Original
         Indenture, the New Subordinated Debt Indenture or

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<PAGE>

         the December 1998 Subordinated Debt Indenture on such date nor
         will such a violation occur or exist after giving effect to the
         extensions of credit requested to be made on such date.

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

Each borrowing by, and each Letter of Credit issued on behalf of, the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date thereof that the conditions contained in this subsection have been
satisfied.

                        SECTION 6. AFFIRMATIVE COVENANTS

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

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

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<PAGE>

         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

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

         6.3 Payment of Taxes and Material Obligations. Pay, discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all its (i) material taxes, fees, assessments, and other
governmental charges and (ii) other 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

                                       64
<PAGE>

(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:

              (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

                                       65
<PAGE>

         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 Lockheed of sponsorship of any
         Single Employer Plan, (ii) except where such event or liability could
         not reasonably be expected to have a Material Adverse Effect, the
         occurrence or expected occurrence of any Reportable Event with respect
         to any Plan (other than a Multiple Employer Plan), or any withdrawal
         from, or the termination, Reorganization or Insolvency of, any
         Multiemployer Plan, or a failure to make any required contribution to a
         Plan, (iii) the institution of proceedings by the PBGC with respect to
         the withdrawal from, or the terminating, Reorganization or Insolvency
         of, any Single Employer Plan or Multiemployer Plan or (iv) except as
         could not reasonably be expected to have a Material Adverse Effect, the
         institution of proceedings or the taking of any other action with
         respect to the withdrawal from or termination of any Single Employer
         Plan;

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

         6.8 Environmental Laws.

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

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<PAGE>

         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; provided that if an Immaterial Subsidiary ceases to be an
         Immaterial Subsidiary, Borrower shall within thirty (30) days of such
         event comply with the foregoing requirements.

              (b) With respect to any Person that, subsequent to the Original
         Closing Date, becomes a direct or indirect Subsidiary of the Borrower,
         promptly (and in any event within 30 days after such Person becomes a
         Subsidiary): (i) cause such new Subsidiary to become a party to the
         Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if
         requested by the Administrative Agent or the Required Lenders, deliver
         to the Administrative Agent legal opinions relating to the matters
         described in clause (i) immediately preceding, which opinions shall be
         in form and substance, and from counsel, reasonably satisfactory to the
         Administrative Agent. Notwithstanding the foregoing, no Immaterial
         Subsidiary, Foreign Subsidiary or TCAS Subsidiary (except as provided
         below) 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; provided, that if, after the consummation of any
         sale of a portion of Capital Stock of the TCAS Subsidiary, the TCAS
         Subsidiary thereafter becomes a Wholly Owned Subsidiary, then the TCAS
         Subsidiary shall become a party to the Subsidiary Guarantee and
         Subsidiary Pledge Agreement and Borrower shall promptly (and in any
         event within 30 days

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         after such event occurs) comply with the requirements of this
         subsection 6.10(b) with respect to the TCAS Subsidiary.

         6.11 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.

         6.12 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.

         6.13 TCAS Subsidiary. The Borrower shall at all times own, directly or
indirectly, at least fifty-one percent (51%) of the Capital Stock of the TCAS
Subsidiary; provided, that Borrower shall be permitted to sell all of the
Capital Stock of the TCAS Subsidiary owned, directly or indirectly, by Borrower
without violating the terms of this subsection so long as the Net Proceeds
resulting therefrom are applied in accordance with the terms of subsection
2.6(b)(ii) and (iii) hereof.

         6.14 Required Distributions for TCAS Subsidiary. To the extent not
prohibited under applicable law, the Borrower shall cause the TCAS Subsidiary to
distribute to the holders of Capital Stock of the TCAS Subsidiary not later than
the 50th day after each fiscal quarter of Borrower for the immediately preceding
fiscal quarter (i) all amounts necessary to fund tax obligations arising by
virtue of the ownership of such Capital Stock ("Tax Distributions") and (ii)
after giving effect to the funding of such quarterly Tax Distributions, all
unrestricted cash on hand not needed to fund the anticipated working capital and
capital expenditure needs of the TCAS Subsidiary.

                         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 date on which such fiscal quarter ends:

                  Fiscal Quarter Ending             Ratio

                  June 30, 2001                     4.50

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                  September 30, 2001                4.50
                  December 31, 2001                 4.50

                  March 31, 2002                    4.50
                  June 30, 2002                     4.50
                  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

              (b) Interest Coverage. Permit the ratio of (i) Consolidated EBITDA
         to (ii) Consolidated Cash Interest Expense at the last day of any
         fiscal quarter set forth below to be less than the ratio set forth
         opposite the date on which such fiscal quarter ends (such ratio, the
         "Interest Coverage Ratio"):

                  Fiscal Quarter Ending              Interest Coverage Ratio

                  June 30, 2001                               2.50
                  September 30, 2001                          2.50
                  December 31, 2001                           2.50

                  March 31, 2002                              2.50
                  June 30, 2002                               2.50
                  September 30, 2002                          2.50
                  December 31, 2002                           2.75

                  March 31, 2003                              2.75
                  June 30, 2003                               2.75
                  September 30, 2003                          2.75
                  December 31, 2003 and thereafter            3.00

         7.2 Limitation on Indebtedness. Create, incur, assume or suffer to
exist any Indebtedness, except:

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

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<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 $50,000,000 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 and/or its
         Subsidiaries not exceeding $75,000,000 in aggregate principal amount at
         any one time outstanding (of which up to $50,000,000 may be secured by
         Liens permitted pursuant to subsection 7.3(i) hereof);

              (e) Indebtedness of the Borrower or any Subsidiary in respect of
         any Subordinated Debt;

              (f) the Indebtedness of the Borrower and its Subsidiaries
         outstanding on the 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; and

              (k) Indebtedness of the Borrower in respect of any Interest Rate
         Agreements.

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

              (a) Liens for taxes not yet due or which are being contested in
         good faith by appropriate proceedings, provided that adequate reserves
         with respect

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<PAGE>

         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 subsection 7.2(b) 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 at the time it was
         acquired;

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<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)
         $50,000,000 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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<PAGE>

              (b) Guarantee Obligations of Holdings, Borrower or its
         Subsidiaries incurred after the date hereof in respect of an aggregate
         amount of obligations not to exceed $50,000,000 at any one time
         outstanding;

              (c) Guarantee Obligations of Holdings, Borrower or any Subsidiary
         in respect of any Subordinated Debt provided such Guarantee Obligations
         are subordinated to the Obligations on terms no less favorable to the
         Lenders, Facility A Lenders and Facility C Lenders (if Facility C
         exists) than those governing the Subordinated Debt;

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

              (e) L/C Obligations, Facility A L/C Obligations and Facility C L/C
         Obligations (if Facility C exists);

              (f) Guarantee Obligations of Holdings, Borrower or any Subsidiary
         in respect of obligations of a Subsidiary permitted to be incurred by
         such Subsidiary by this Agreement; provided, that so long as the TCAS
         Subsidiary is not a Wholly Owned Subsidiary, no Guarantee Obligations
         by Borrower or any Subsidiary in respect of obligations of the TCAS
         Subsidiary shall be permitted under this clause (f) in excess of
         $3,000,000 at any time;

              (g) Guarantee Obligations in respect of up to $300,000,000
         principal amount of Convertible Securities issued by Holdings having an
         initial annual interest rate not in excess of 7% per annum which
         initial annual interest rate may be subject to subsequent adjustments
         in accordance with the terms of such Convertible Securities in the
         event of a Reset Transaction (the "Permitted Convertible Securities").
         As used herein, a "Reset Transaction" shall have the meaning ascribed
         to such term in the Indenture governing the issuance of the Convertible
         Senior Subordinated Notes of Holdings due 2009 as in effect at the time
         of such issuance; and

              (h) Guarantee Obligations of Holdings or any Subsidiary of the
         Borrower in respect of obligations of Borrower permitted to be incurred
         by Borrower under this Agreement other than in respect of Indebtedness
         of Borrower permitted under subsection 7.2(e).

         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

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<PAGE>

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

         7.6 Limitation on Sale of Assets. Convey, sell, lease, assign, transfer
or otherwise dispose of any of its property, business or assets (including,
without limitation, receivables and leasehold interests), whether now owned or
hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares
of such Subsidiary's Capital Stock to any Person other than the Borrower or any
wholly owned Subsidiary, except:

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

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

              (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

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<PAGE>

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 Designated Senior Debt. Designate any Indebtedness or other
obligation, other than Indebtedness under the Credit Documents, the Facility A
Credit Documents and the Facility C Credit Documents (if Facility C exists) as
"Designated Senior Debt," as such term is defined in the Original 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 Original 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).

         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 and
         extensions, renewals, modifications or restatements or replacements
         thereof;

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<PAGE>

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

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

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

              (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; provided, further, that in connection
         with each individual, or series of related, Investments made pursuant
         to this subsection 7.9(k) exceeding $50,000,000, the Borrower shall
         deliver to the Administrative Agent, no later than two (2) Business
         Days after 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;

              (l) Investments consisting of intercompany advances by Borrower to
         Holdings to fund interest or dividend expense in respect of the
         Permitted Convertible Securities issued by Holdings, provided that such
         intercompany advances shall not, in any fiscal year, exceed an amount
         equal to the interest or dividends actually accruing on the outstanding
         principal amount of such Permitted Convertible Securities in such
         fiscal year less the sum of all Permitted Stock Payments funded
         pursuant to clause (D) of the definition thereof by Borrower to
         Holdings in respect of such Permitted Convertible Securities in such
         fiscal year; and

              (m) solely with respect to the TCAS Subsidiary (I) Investments by
         Borrower in the TCAS Subsidiary consisting of a contribution of all
         assets related to the TCAS Acquired Company occurring substantially
         concurrent with Borrower's sale of a portion of the Capital Stock of
         the TCAS Subsidiary to another Person and (II) at any time the TCAS
         Subsidiary is not a Wholly Owned Subsidiary, the aggregate amount of
         Investments by Borrower or any other Subsidiaries in the TCAS
         Subsidiary at any time (other than and in addition to the contribution
         to the TCAS Subsidiary by Borrower of (x) the assets related to the
         TCAS Acquired Company in an amount not to exceed the product of (a) the
         final purchase price paid by Borrower for the TCAS Acquired Company
         pursuant to the TCAS Acquisition Documents, after giving effect to any
         post-

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<PAGE>

         closing purchase price adjustments required pursuant to such TCAS
         Acquisition Documents and (b) the Borrower's percentage ownership
         interest in the TCAS Subsidiary immediately following such transaction
         and (y) subject to the written consent of the Agents, which shall not
         be unreasonably withheld or delayed, cash for the ongoing operating
         needs of the TCAS Subsidiary funded within 3 months after the date the
         TCAS Subsidiary ceases to be a Wholly Owned Subsidiary), provided that
         such Investments do not at any time exceed the greater of (i)
         $17,000,000 or (ii) the sum of $10,000,000 plus an amount equal to ten
         percent (10%) of the aggregate cash distributions received by Borrower
         from the TCAS Subsidiary during the immediately preceding 12-month
         period.

         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
         (other than any such amendment, modification or change which would
         extend the maturity or reduce the amount of any payment of principal
         thereof or which would reduce the rate or extend the date for payment
         of interest thereon).

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

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

         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;

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<PAGE>

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

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

              (iv) transactions described in the Transaction Documents.

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

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

         7.14 Limitation on Negative Pledge Clauses. Enter into with any Person
any agreement, other than (a) this Agreement, the Facility A Credit Agreement
and the Facility C Credit Agreement (if Facility C exists), (b) the 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.

                          SECTION 8. EVENTS OF DEFAULT

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

              (a) The Borrower shall fail to pay any principal of any Loan or
         any Reimbursement Obligation when due in accordance with the terms
         thereof or hereof; or the Borrower shall fail to pay any interest on
         any Loan, or any other

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<PAGE>

         amount payable hereunder, within five days after any such interest
         or other amount becomes due in accordance with the terms thereof or
         hereof;

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

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

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

              (e) The Borrower or any of its Subsidiaries shall (i) default (x)
         in any payment of principal of or interest of any Indebtedness (other
         than the Loans, the L/C Obligations and any intercompany debt) or
         Interest Rate Agreement Obligations or (y) in the payment of any
         Guarantee Obligation (excluding any guaranties of the Obligations),
         beyond the period of grace, if any, provided in the instrument or
         agreement under which such Indebtedness, Interest Rate Agreement
         Obligation or Guarantee Obligation was created; or (ii) default in the
         observance or performance of any other agreement or condition relating
         to any such Indebtedness, Interest Rate Agreement Obligation or
         Guarantee Obligation or contained in any instrument or agreement
         evidencing, securing or relating thereto, or any other event shall
         occur or condition exist, the effect of which default or other event or
         condition is to cause, or to permit the holder or holders of such
         Indebtedness or beneficiary or beneficiaries of such Guarantee
         Obligation (or a trustee or agent on behalf of such holder or holders
         or beneficiary or beneficiaries) to cause, with the giving of notice if
         required, such Indebtedness to become due prior to its stated maturity
         or such Guarantee Obligation to become payable; provided, however, that
         no Default or Event of Default shall exist under this paragraph unless
         (i) the aggregate amount of Indebtedness, Interest Rate Agreement
         Obligations and/or Guarantee Obligations in respect of which any
         default or other event or condition referred to in this paragraph shall
         have occurred shall be equal to at least $15,000,000 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

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<PAGE>

         law of any jurisdiction, domestic or foreign, relating to
         bankruptcy, insolvency, reorganization or relief of debtors, seeking to
         have an order for relief entered with respect to it, or seeking to
         adjudicate it a bankrupt or insolvent, or seeking reorganization,
         arrangement, adjustment, winding-up, liquidation, dissolution,
         composition or other relief with respect to it or its debts, or (B)
         seeking appointment of a receiver, trustee, custodian, conservator or
         other similar official for it or for all or any substantial part of its
         assets, or Holdings, the Borrower or any of its Subsidiaries shall make
         a general assignment for the benefit of its creditors; or (ii) there
         shall be commenced against Holdings, the Borrower or any of its
         Subsidiaries any case, proceeding or other action of a nature referred
         to in clause (i) above which (A) results in the entry of an order for
         relief or any such adjudication or appointment or (B) remains
         undismissed, undischarged or unbonded for a period of 60 days; or (iii)
         there shall be commenced against 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

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<PAGE>

         liability (not paid or fully covered by insurance (which coverage
         has been acknowledged by the appropriate insurers)) of $15,000,000 or
         more, and all such judgments or decrees shall not have been vacated,
         discharged, stayed or bonded pending appeal within 60 days from the
         entry thereof;

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

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

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

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

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section above with respect to the
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) and the Notes
shall immediately become due and payable, and (B) if such event is any other
Event of Default, either or both of the following actions may be taken: (i) with
the consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to
the Borrower declare the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate; and (ii) with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice of default to the
Borrower, declare the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) and the Notes to be due and payable forthwith, whereupon the same
shall immediately become due and payable.

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<PAGE>

         With respect to all Letters of Credit with respect to which presentment
for honor shall not have occurred at the time of an acceleration pursuant to the
preceding paragraph, the Borrower shall at such time deposit in a cash
collateral account opened by the Administrative Agent an amount equal to the
Dollar Equivalent of the aggregate then undrawn and unexpired amount of such
Letters of Credit. The Borrower hereby grants to the Administrative Agent, for
the benefit of the Issuing Lender and the L/C Participants (and the benefit of
each such "Issuing Lender" and the "L/C Participants" as defined in the Facility
A Credit Agreement and the Facility C Credit Agreement, if Facility C exists), a
security interest in such cash collateral to secure all obligations of the
Borrower under this Agreement, the Facility A Credit Agreement, and the Facility
C Credit Agreement (if Facility C exists), the other Credit Documents, the other
Facility A Credit Documents and the Facility C Credit Documents (if Facility C
exists). Amounts held in such cash collateral account shall be applied by the
Administrative Agent in accordance with subsection 2.12 hereof. The Borrower
shall execute and deliver to the Administrative Agent, for the account of the
Issuing Lender and the L/C Participants (and each applicable "Issuing Lender"
and the "L/C Participants" as defined in the Facility A Credit Agreement and the
Facility C Credit Agreement, if Facility C exists), such further documents and
instruments as the Administrative Agent may request to evidence the creation and
perfection of the within security interest in such cash collateral account.

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

                      SECTION 9. THE AGENTS; THE ARRANGERS

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

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Agreement or any other Credit Document (except for its or such Person's own
gross negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made
by the Borrower or any officer thereof contained in this Agreement or any other
Credit Document or in any certificate, report, statement or other document
referred to or provided for in, or received by such Agent under or in connection
with, this Agreement or any other Credit Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Credit Document or for any failure of the Borrower to perform its
obligations hereunder or thereunder. None of the Agents shall be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Credit Document, or to inspect the properties, books or
records of the Borrower.

         9.4 Reliance by Agents. The Agents shall be entitled to rely, and shall
be fully protected in relying, upon any Note, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and other experts
selected by such Agent. The Agents may deem and treat the payee of any Note as
the owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with such Agent. Except as
expressly provided in this Agreement, the Agents shall be fully justified in
failing or refusing to take any action under this Agreement or any other Credit
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Agents shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Credit Documents in accordance with a
request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

         9.5 Notice of Default. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless
such Agent has received notice from a Lender or the Borrower referring to this
Agreement, describing such Default or 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 Class 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, the Facility A Lenders and the Facility C Lenders
(if Facility C exists) taken as a whole.

         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,

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<PAGE>

shall be deemed to constitute any representation or warranty by any of the
Agents to any Lender. Each Lender represents to each of the Agents that it has,
independently and without reliance upon any of the Agents or any other Lender,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and credit worthiness of the Borrower and made its
own decision to make its Loans hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon any
of the Agents or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this
Agreement and the other Credit Documents, and to make such investigation as it
deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrower. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by any of the Agents hereunder (or copies of which have been provided to
the Administrative Agent pursuant to this Agreement), none of the Agents shall
have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of any Credit Party which may come
into the possession of such Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

         9.7 Indemnification. The Lenders agree to indemnify each of the Agents
in their respective capacities as such (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so), ratably
according to their respective Commitment Percentages with respect to all Types
of Loans in effect on the date on which indemnification is sought, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against any of the Agents in any way relating to or arising out of, the
Commitments, this Agreement, any of the other Credit Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by any of the
Agents under or in connection with any of the foregoing provided that no Lender
shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from such Agent's gross negligence or willful
misconduct. The agreements in this subsection shall survive the payment of the
Loans and all other amounts payable hereunder.

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

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<PAGE>

         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 Senior Managing Agents. Except as expressly
set forth herein, each of the Arrangers and the Senior 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.

                           SECTION 10. MISCELLANEOUS

         10.1 Amendments and Waivers. Neither this Agreement nor any other
Credit Document, nor any terms hereof or thereof may be amended, supplemented,
waived or modified except in accordance with the provisions of this subsection.
The Required Lenders may, or, with the written consent of the Required Lenders,
the Administrative Agent may, from time to time, (a) enter into with the
Borrower written amendments, supplements or modifications hereto and to the
other Credit Documents for the purpose of adding any provisions to this
Agreement or the other Credit Documents or changing in any manner the rights of
the Lenders or of the Borrower hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Credit Documents or any Default or Event of Default and
its consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) reduce the amount or extend any scheduled
date of maturity of any Loan, extend the expiration of any Letter of Credit
beyond the Revolving 364 Day

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<PAGE>

Termination Date, or reduce the stated rate or amount of any interest or fee
payable hereunder or extend the scheduled date of any payment thereof, in each
case without the consent of each Lender affected thereby, or increase the
commitment of any Lender or extend the expiry of the commitment of any Lender
without the consent of such Lender, (ii) amend, modify or waive the definition
of Required Lenders, or consent to the assignment or transfer by the Borrower of
any of its rights and obligations under this Agreement and the other Credit
Documents, in each case without the written consent of all the Lenders, (iii)
release all or substantially all of the Collateral or release all or
substantially all of the Credit Parties from their Guarantee Obligations under
the Credit Documents without the consent of all Lenders, (iv) amend, modify or
waive any provision of Section 9 without the written consent of the then Agents,
or (v) amend, modify or waive any provision of this Agreement or any other
Credit Document which would directly and adversely affect the Arrangers or the
Agents or the Issuing Lender without the written consent of the Arrangers, the
Agents or the Issuing Lender, as the case may be. In addition to the foregoing,
(A) no amendment, modification, termination or waiver of any provision of
subsection 2.5, subsection 2.6 or subsection 2.12 which has the effect of
changing any interim scheduled payments, voluntary or mandatory prepayments, the
application of any scheduled payment or voluntary or mandatory prepayment, the
application of proceeds of any Collateral or any Commitment reductions
applicable to any Class (an "Affected Class") in a manner that
disproportionately disadvantages such Class relative to the other Class shall be
effective without the written concurrence of the Requisite Class Lenders of the
Affected Class (it being understood and agreed that any amendment, modification,
termination or waiver of any provision which only postpones or reduces any
interim scheduled payment, voluntary or mandatory prepayment or Commitment
reduction from those set forth in subsection 2.6 with respect to only one Class
shall be deemed to not disproportionately disadvantage the other Class and,
therefore, shall not require the consent of Requisite Class Lenders of such
other Class), (B) no amendment, modification, termination or waiver of any
provision of any Guarantee or Pledge Agreement shall be effective without the
written concurrence of the Requisite Class Lenders for each Class, (C) no
amendment, modification, termination or waiver of any provision of subsection
2.1(a) which specifically requires the written consent of the Required Class
Lenders shall be effective without the written concurrence of the Required Class
Lenders of each Class; and (D) no amendment, modification or waiver with respect
to any provision of this subsection 10.1 or to the definition of "Requisite
Class Lenders" or "Required Class Lenders" shall be effective without the
written concurrence of all Lenders, all Facility A Lenders and all Facility C
Lenders (if Facility C exists). 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 the Issuing Lender and
all future holders of the Loans. Any extension of a Letter of Credit by the
Issuing Lender shall be treated hereunder as issuance of a new Letter of Credit.
In the case of any waiver, the Borrower, the Lenders and the Agents and the
Issuing Lender shall be restored to their former positions and rights hereunder
and under the other Credit Documents, and any Default or Event of Default waived
shall be deemed to be cured and not continuing; no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereon.

         10.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the

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<PAGE>

case of delivery by hand, when delivered, (b) in the case of delivery by mail,
three days after being deposited in the mails, postage prepaid, or (c) in the
case of delivery by facsimile transmission, when sent and receipt has been
confirmed, addressed as follows in the case of the Borrower, the Administrative
Agent, Issuing Lender, the Syndication Agent and the Documentation Agent, and as
set forth in Schedule I in the case of the other parties hereto, or to such
other address as may be hereafter notified by the respective parties hereto:

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

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


                                 with a copy to

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

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

                                 Bank of America, N.A.
                                 101 N. Tryon Street, 15th Floor
                                 Charlotte, NC 28255

                                 Attention:  Jennifer Thompson
                                 Fax:        (704) 409-0024
                                 Tel:        (704) 388-1558


                                 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

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<PAGE>

                                 Attention:  Agency Management #10831
                                             Liliana Claar, Vice President
                                 Fax:        (415) 436-3425
                                 Tel:        (415) 436-2770


                                 with a copy to:

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

                                 Attention:  Steve Aronowitz
                                 Fax:  (212) 503-7066
                                 Tel:  (212) 503-7950

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

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


         The Documentation
                  Agent:         Lehman Commercial Paper Inc.
                                 3 World Financial Center, 11th Floor
                                 New York, New York  10285

                                 Attention:  Andrew Keith
                                 Fax:  (212) 526-0242

         The Syndication
                  Agent:         Lehman Commercial Paper Inc.
                                 3 World Financial Center, 11th Floor
                                 New York, New York 10285

                                 Attention: Andrew Keith
                                 Fax:  (212) 526-0242

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.

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<PAGE>

         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 Agents for all of their respective reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to,
this Agreement and the other Credit Documents and any other documents prepared
in connection herewith or therewith, and the consummation and administration of
the transactions contemplated hereby and thereby, including, without limitation,
the reasonable fees, charges and disbursements of a single counsel for the
Lenders (in addition to any local counsel), (b) to pay or reimburse each Lender
and each Agent for all its costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the other Credit
Documents and any such other documents, including, without limitation, the fees
and disbursements of counsel to each Lender and of counsel to any Agent, (c) to
pay, indemnify, and hold each Lender and each Agent and each Issuing Lender
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this
Agreement, the other Credit Documents and any such other documents, and (d) to
pay, indemnify, and hold each Lender and each Arranger, each Agent and each
Issuing Lender harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement or the other Credit Documents or the use of the proceeds of the Loans
in connection with the Transaction, including, without limitation, any of the
foregoing relating to the violation of, noncompliance with or liability under,
any Environmental Law applicable to the operations of the Borrower, any of its
Subsidiaries or any of the Properties (all the foregoing in this clause (d),
collectively, the "indemnified liabilities"), it being understood that the
Borrower shall have an obligation hereunder to the Lender or any Agent with
respect to any indemnified liabilities incurred by any Agents, Arranger or the
Issuing Lender or any Lender as a result of any Materials of Environmental
Concern that are first manufactured, emitted, generated, treated, released,
spilled, stored or disposed of on, at or from any Property or any violation of
any Environmental Law, which in any case first occurs on or with respect to such
Property (i) after the Property is transferred to any Agent, Arranger, Issuing
Lender or any Lender or their successors or assigns

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<PAGE>

by foreclosure sale, deed in lieu of foreclosure, or similar transfer or,
following such transfer, (ii) in connection with, but prior to, the sale,
leasing or other transfer of such Property by such Agent, Arranger, Issuing
Lender, or any Lender or their successors or assigns to one or more third
parties; provided, however, that the Borrower shall have no obligation hereunder
to any Agent or the Issuing Lender or any Lender with respect to otherwise
indemnified liabilities arising from the gross negligence or willful misconduct
of such Agent or the Issuing Lender or any such Lender, or with respect to
otherwise indemnified liabilities following the sale, leasing or other transfer
of such Property to one or more third parties. The agreements in this subsection
shall survive repayment of the Loans and all other amounts payable hereunder.

         10.6 Successors and Assigns; Participation and Assignments.

              (a) This Agreement shall be binding upon and inure to the benefit
         of the Borrower, the Lenders, the Agents and their respective
         successors and assigns, except that the Borrower may not assign or
         transfer any of its rights or obligations under this Agreement without
         the prior written consent of each Lender.

              (b) Any Lender may, in the ordinary course of its business and in
         accordance with applicable law and the limitations set forth in
         subsection 2.1(a)(ii), at any time sell to one or more banks or other
         entities ("Participants") participating interests in any Loan owing to
         such Lender or any other interest of such Lender hereunder and under
         the other Credit Documents. In the event of any such sale by a Lender
         of a participating interest to a Participant, such Lender's obligations
         under this Agreement to the other parties to this Agreement shall
         remain unchanged, such Lender shall remain solely responsible for the
         performance thereof, such Lender shall remain the holder of any such
         Loan for all purposes under this Agreement and the other Credit
         Documents, and the Borrower and the Agents shall continue to deal
         solely and directly with such Lender in connection with such Lender's
         rights and obligations under this Agreement and the other Credit
         Documents. No Lender shall be entitled to create in favor of any
         Participant, in the participation agreement pursuant to which such
         Participant's participating interest shall be created or otherwise, any
         right to vote on, consent to or approve any matter relating to this
         Agreement or any other Credit Document except for those specified in
         clauses (i), (ii) and (iii) of the proviso to subsection 10.1. The
         Borrower agrees that if amounts outstanding under this Agreement are
         due or unpaid, or shall have been declared or shall have become due and
         payable upon the occurrence of an Event of Default, each Participant
         shall, to the maximum extent permitted by applicable law, be deemed to
         have the right of setoff in respect of its participating interest in
         amounts owing under this Agreement to the same extent as if the amount
         of its participating interest were owing directly to it as a Lender
         under this Agreement; provided that, in purchasing such participating
         interest, such Participant shall be deemed to have agreed to share with
         the Lenders the proceeds thereof as provided in subsection 10.7(a) as
         fully as if it were a Lender hereunder. The Borrower also agrees that
         each Participant shall be entitled to the benefits of subsections 2.14,
         2.15 and 2.16 with respect to its participation in the Letters of
         Credit, the Commitments and the

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<PAGE>

         Loans outstanding from time to time as if it was a Lender;
         provided that in the case of subsection 2.15, such Participant shall
         have complied with the requirements of said subsection; provided,
         further, that no Participant shall be entitled to receive any greater
         amount pursuant to any such subsection than the transferor Lender would
         have been entitled to receive in respect of the amount of the
         participation transferred by such transferor Lender to such Participant
         had no such transfer occurred.

              (c) Any Lender may, in the ordinary course of its business and in
         accordance with applicable law and the limitations set forth in
         subsection 2.1(a)(ii), at any time and from time to time assign to any
         Lender, any affiliate thereof or, in the case of Lender that is an
         investment fund which is regularly engaged in making, purchasing or
         investing in loans or securities (an "Investment Fund"), any other such
         Investment Fund which is under common management with such Lender, or,
         with the consent of the Borrower, the Administrative Agent, the
         Syndication Agent and each Applicable Issuing Lender (which in each
         case shall not be unreasonably withheld), to an additional bank,
         Investment Fund or financial institution (an "Assignee") all or any
         part of its rights and obligations under this Agreement and the other
         Credit Documents pursuant to an Assignment and Acceptance,
         substantially in the form of Exhibit F, executed by such Assignee, such
         assigning Lender (and, in the case of an Assignee that is not then a
         Lender or an affiliate thereof, by the Borrower, the Administrative
         Agent, the Syndication Agent and each Applicable Issuing Lender) and
         delivered to the Administrative Agent for its acceptance and recording
         in the Register with a copy to the Syndication Agent, provided that, in
         the case of any such assignment to an additional bank or financial
         institution, (A) either (x) such assignment is of all the rights and
         obligations of the assigning Lender or (y) the sum of the aggregate
         principal amount of the Loans, the aggregate amount of the L/C
         Obligations and the aggregate amount of the unused Commitments being
         assigned and, if such assignment is of less than all of the rights and
         obligations of the assigning Lender, the sum of the aggregate principal
         amount of the Loans, the aggregate amount of the L/C Obligations and
         the aggregate amount of the unused Commitments remaining with the
         assigning Lender are each not less than $5,000,000 (or such lesser
         amount as may be agreed to by the Borrower and the Administrative
         Agent) and (B) each Assignee which is a Non-U.S. Lender shall comply
         with the provisions of clause (A) of subsection 2.15(b) hereof, or,
         with the prior written consent of the Borrower, which shall not be
         unreasonably withheld, the provisions of clause (B) of subsection
         2.15(b) hereof (and, in either case, with all of the other provisions
         of subsection 2.15(b) hereof). Upon such execution, delivery,
         acceptance and recording, from and after the effective date determined
         pursuant to such Assignment and Acceptance, (x) the Assignee thereunder
         shall be a party hereto and, to the extent provided in such Assignment
         and Acceptance, have the rights and obligations of a Lender hereunder
         with a Commitment as set forth therein and (y) the assigning Lender
         thereunder shall, to the extent provided in such Assignment and
         Acceptance, be released from its obligations under this Agreement (and,
         in the case of an Assignment and Acceptance covering all or the

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<PAGE>

         remaining portion of an assigning Lender's rights and obligations under
         this Agreement, such assigning Lender shall cease to be a party
         hereto). Notwithstanding any provision of this paragraph (c) and
         paragraph (f) of this subsection, the consent of the Borrower shall not
         be required for any assignment which occurs at any time when any of the
         events described in clause (f) of Section 8 shall have occurred and be
         continuing.

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

              (e) Upon its receipt of an Assignment and Acceptance executed by
         an assigning Lender and an Assignee (and, in the case of an Assignee
         that is not then a Lender or an affiliate thereof, by the Borrower the
         Administrative Agent, the Syndication Agent and each Applicable Issuing
         Lender) together with payment to the Administrative Agent of a
         registration and processing fee of $3,500 (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

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<PAGE>

         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 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.

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<PAGE>

         10.7 Adjustments; Set-off.

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

              (b) In addition to any rights and remedies of the Lenders provided
         by law, each Lender shall have the right, without prior notice to the
         Borrower, any such notice being expressly waived by the Borrower to the
         extent permitted by applicable law, upon any amount becoming due and
         payable by the Borrower hereunder (whether at the stated maturity, by
         acceleration or otherwise) to set-off and appropriate and apply against
         such amount any and all deposits (general or special, time or demand,
         provisional or final), in any currency, and any other 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

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<PAGE>

         2.12 and 10.7(a) hereof to the same extent as if an Event of
         Default had occurred and was then continuing.

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

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

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

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

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

              (a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
         PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS TO
         WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT
         IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE
         COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF
         AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS
         FROM ANY THEREOF;

              (b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN
         SUCH COURTS AND WAIVES ANY OBJECTION THAT 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

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<PAGE>

         THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY
         SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS
         SET FORTH IN SUBSECTION 10.2 OR AT SUCH OTHER ADDRESS OF WHICH THE
         ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;

              (d) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
         SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
         THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

              (e) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT
         IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING
         REFERRED TO IN THIS SUBSECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
         CONSEQUENTIAL DAMAGES.

         10.13 Acknowledgments. The Borrower hereby acknowledges that:

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

              (b) none of the Arrangers, the Agents nor any Lender has any
         fiduciary relationship with or duty to the Borrower arising out of or
         in connection with this Agreement or any of the other Credit Documents,
         and the relationship between any of the Agents and the Lenders, on one
         hand, and the Borrower, on the other hand, in connection herewith or
         therewith is solely that of debtor and creditor; and

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

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

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

                                       96
<PAGE>

or such contractual counterparties' professional advisors which
receives such information and agrees to be bound by the confidentiality
provisions hereof, (iii) to its employees, directors, agents, attorneys,
accountants and other professional advisors, (iv) upon the request or demand of
any Governmental Authority having jurisdiction over such Lender, (v) in response
to any order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (vi) which has been publicly
disclosed other than in breach of this Agreement, or (vii) in connection with
the exercise of any remedy hereunder.

         10.16 Conversion of Currencies.

              (a) If, for the purpose of obtaining judgment in any court, it is
         necessary to convert a sum owing hereunder in one currency into another
         currency, each party hereto agrees, to the fullest extent that it may
         effectively do so, that the rate of exchange used shall be that at
         which in accordance with normal banking procedures in the relevant
         jurisdiction the first currency could be purchased with such other
         currency on the Business Day immediately preceding the date on which
         final judgment is given.

              (b) The obligations of the Borrower in respect of any sum due to
         any party hereto or any holder of the obligations owing hereunder (the
         "Applicable Creditor") shall, notwithstanding any judgment in a
         currency (the "Judgment Currency") other than the currency in which
         such sum is stated to be due hereunder (the "Agreement Currency"), be
         discharged only to the extent that, on the Business Day following
         receipt by the Applicable Creditor of any sum adjudged to be so due in
         the Judgment Currency, the Applicable Creditor may in accordance with
         normal banking procedures in the relevant jurisdiction purchase the
         Agreement Currency with the Judgment Currency; if the amount of the
         Agreement Currency so purchased is less than the sum originally due to
         the Applicable Creditor in the Agreement Currency, the Borrower agrees,
         as a separate obligation and notwithstanding any such judgment, to
         indemnify the Applicable Creditor against such loss. The obligations of
         the Borrower contained in this subsection 10.16 shall survive the
         termination of this Agreement and the payment of all other amounts
         owing hereunder.

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

         10.18 Closing Date Loans and Assignments.

              (a) On and as of the Closing Date, each of the Departing Lenders,
         Continuing Lenders and Additional Lenders shall sell, assign and
         transfer, or purchase and assume, as the case may be, such interests in
         (i) the Commitments (as defined in the Original Credit Agreement, the
         "Existing Commitments") and (ii) the Loan Exposure (as defined in the
         Original Credit Agreement, the "Existing Loan Exposure") of the
         Departing Lenders and Continuing Lenders immediately

                                       97
<PAGE>

         prior to the Closing Date, as shall be necessary in order that,
         after giving effect to all such assignments and purchases, the Existing
         Commitments and the Existing Loan Exposure will be held by the
         Continuing Lenders and Additional Lenders as set forth in Schedule I to
         this Agreement. Each Additional Lender and Continuing Lender purchasing
         interests of any type under this Section shall be deemed to have
         purchased such interests from each Departing Lender and Continuing
         Lender selling interests of such type ratably in accordance with the
         amounts of such interests sold by such Departing Lenders and Continuing
         Lenders. The assignments and purchases provided for in this Section
         shall be without recourse, warranty or representation, except that each
         Departing Lender and Continuing Lender assigning any interests shall be
         deemed to have represented that it is the legal and beneficial owner of
         the interests assigned by it and that such interests are free and clear
         of any adverse claim, and the purchase price for each such assignment
         and purchase shall equal the principal amount of the Loans purchased.
         All accrued but unpaid interest and fees due and owing thereon through
         but not including the Closing Date shall be paid to such Departing
         Lender by Borrower on or as of the Closing Date. Concurrently with the
         effectiveness of the assignments and purchases provided for above, the
         Departing Lenders shall cease to be parties to the Original Credit
         Agreement and shall be released from all further obligations thereunder
         and shall have no further rights to or interest in any of the
         Collateral (as defined in the Original Credit Agreement); provided,
         however, that the Departing Lenders shall continue to be entitled to
         the benefits of Sections 2.14, 2.15, 2.16, 9.7, 10.5 and 10.16 of the
         Original Loan Agreement as in effect immediately prior to the Closing
         Date.

              (b) On the Closing Date, (i) each Additional Lender and Continuing
         Lender that is purchasing interests in the Existing Loan Exposure and
         Existing Commitments pursuant to subsection (a) above shall pay the
         purchase price for the interests purchased by it pursuant to such
         subsection (a) by wire transfer of immediately available funds to the
         Administrative Agent not later than 1:00 p.m. (New York time), and (ii)
         the Administrative Agent shall pay to each Departing Lender and
         Continuing Lender that is assigning interests in Existing Loan Exposure
         and Existing Commitments pursuant to subsection (a) above, out of the
         amounts received by the Administrative Agent from each Additional
         Lender and Continuing Lender pursuant to clause (i) of this subsection
         (b), the purchase price for the interests assigned by it pursuant to
         such subsection (a) by wire transfer of immediately available funds not
         later than 3:00 p.m. (New York time).

              (c) Each of the parties hereto hereby consents to the assignments
         and purchases provided for in subsections (a) and (b) above and agrees
         that (i) each Additional Lender and Continuing Lender that is
         purchasing or accepting interests in the Existing Commitments, the
         Existing Loan Exposure pursuant to subsection (a) above are assignees
         of the Departing Lenders and certain Continuing Lenders permitted under
         Section 10.6 of the Original Loan Agreement and (ii) each Additional
         Lender and each Continuing Lender shall have all the

                                       98
<PAGE>

         rights and obligations of a Lender under this Agreement with
         respect to the interests purchased by it pursuant to such subsections.



                            [SIGNATURE PAGES FOLLOW]



                                       99
<PAGE>

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

                           L-3 COMMUNICATIONS CORPORATION


                           By:__________________________________________
                              Title:


                           BANK OF AMERICA, N.A.
                             as Administrative Agent


                           By:__________________________________________
                             Title:


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


                           By:__________________________________________
                             Title:


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


                           By:__________________________________________
                             Title:


     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT



<PAGE>





                           THE BANK OF NEW YORK


                           By:__________________________________________
                              Title:









     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
<PAGE>


                                            BANK ONE, N.A.


                                            By:________________________
                                              Title:

     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

<PAGE>

                                            FLEET NATIONAL BANK


                                            By:____________________________
                                              Title:










     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
<PAGE>



                                            CREDIT LYONNAIS


                                            By:_______________________________
                                               Title:








    SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
<PAGE>


                                            FIRST UNION COMMERCIAL CORPORATION


                                            By:_________________________________
                                               Title:





     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT

<PAGE>


                                            THE FUJI BANK, LIMITED


                                            By:_____________________________-
                                              Title:



     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT


<PAGE>


                                            HSBC BANK USA


                                            By:_____________________________
                                              Title:



     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT




<PAGE>


                                            THE GOVERNOR AND COMPANY OF THE
                                            BANK OF IRELAND


                                            By: ________________________________
                                              Title:

                                            By: ________________________________
                                              Title:



     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT


<PAGE>



                                BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                By:______________________________________
                                   Title:



     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>


                                            COMERICA BANK


                                            By:____________________________
                                              Title:



     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT


<PAGE>


                                           CREDIT INDUSTRIEL ET COMMERCIAL


                                            By:_______________________________
                                               Title:



     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>

                                        THE DAI-ICHI KANGYO BANK, LTD.


                                            By:_______________________________
                                               Title:

     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>


                                        BARCLAYS BANK PLC

                                            By:_______________________________
                                               Title:

     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>

                                        RZB FINANCE LLC


                                        By:_______________________________
                                           Title:


     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT


<PAGE>

                                        ERSTE BANK, NEW YORK


                                        By:_______________________________
                                           Title:

     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>


                                        GENERAL ELECTRIC CAPITAL CORPORATION


                                        By:_______________________________
                                           Title:

     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>


                                        THE INDUSTRIAL BANK OF JAPAN, LIMITED


                                        By:_______________________________
                                           Title:



     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>


                                        MITSUBISHI TRUST AND BANKING CORPORATION


                                        By:_______________________________
                                           Title:



     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT


<PAGE>



                                        SOCIETE GENERALE


                                        By:_______________________________
                                           Title:








     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>


                                        SUNTRUST BANK

                                        By:_______________________________
                                           Title:


     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>


                                        DEPARTING LENDER:

                                        The undersigned Departing Lender hereby
                                        consents to the amendment and
                                        restatement of the Original Credit
                                        Agreement and agrees to be bound by
                                        Section 10.18 of this Agreement.

                                        THE BANK OF NOVA SCOTIA

                                        By:_____________________________________
                                           Name: _______________________________
                                           Title: ______________________________

                                        Address:        One Liberty Plaza
                                                        New York, NY 10006
                                                        Attn:   Ben Sileo
                                        Facsimile No.: (212) 225-5099


     SIGNATURE PAGES TO SECOND AMENDED AND RESTATED 364 DAY CREDIT AGREEMENT

<PAGE>

                                                                      Schedule I
                                                             To Credit Agreement

Lenders/Address for Notices                         Revolving 364-Day Commitment
LEHMAN COMMERCIAL PAPER INC.                                    $17,500,000.00
3 World Financial Center, 11th Floor
New York, New York  10285

Attention:________Andrew Keith
Fax      :________(212) 526-0242
Tel      :________(212) 526-4059

BANK OF AMERICA, N.A.                                           $17,500,000.00
335 Madison Avenue
New York, New York 10017

Attention:        Steve Aronowitz
Fax:              (212) 503-7066
Tel:              (212) 503-7950
with a copy to other parties listed inss.10.2
for BOA.

CREDIT LYONNAIS                                                 $15,000,000.00
1301 Avenue of the Americas
New York, NY  10019-6022
Attention:________Judy Domkowski
Fax:     _________(212) 459-3179
Tel:     _________(212) 261-7341

FLEET NATIONAL BANK                                             $15,000,000.00
100 Federal Street MA DE 10010A
Boston, MA  02110
Attention:________Roger Boucher
Fax:     _________(617) 434-0601
Tel:     _________(617) 434-3951

BARCLAYS BANK PLC                                               $15,000,000.00
222 Broadway
New York, NY 10038
Attention:________L. Peter Yetman
Fax:     _________(212) 412-7683
Tel:     _________(212) 412-4000

                                      I-1

<PAGE>

BANK ONE, N.A.                                                   $8,333,333.33
153 West 51st Street
New York, NY  10019-6025
Attention:________Andrea Kantor
Fax:     _________(212) 373-1180
Tel:     _________(212) 373-1023

THE BANK OF NEW YORK                                            $15,000,000.00
One Wall Street
New York, NY  10286
Attention:________Ken Sneider
Fax:     _________(212) 635-6999
Tel:     _________(212) 635-6863

SOCIETE GENERALE                                                 $8,333,333.33
181 West Madison
Chicago, IL  60602
Attention:________John Root
Fax:     _________(312) 578-5099
Tel:     _________(312) 578-5158

HSBC BANK USA                                                    $8,333,333.33
452 Fifth Ave.
New York, NY  10018
Attention:________Bruce Wicks
Fax:     _________(212) 525-2556
Tel:     _________(212) 525-2534

FIRST UNION COMMERCIAL CORPORATION                              $15,000,000.00
301 S. College Street
Charlotte, NC  28288-0860
Attention:________Barbara VanMeerten
Fax:     _________(704) 374-4793
Tel:     _________(704) 374-7115

THE FUJI BANK LIMITED                                            $5,000,000.00
Two World Trade Center, 79th Floor
New York, NY  10048-0001
Attention:________David Manheim
Fax:     _________(212) 898-2399
Tel:     _________(212) 898-2723

                                      I-2
<PAGE>

BANK OF TOKYO - MITSUBISHI TRUST COMPANY                         $5,000,000.00
1251 Avenue of the Americas, 18th Floor
New York, NY  10020
Attention:________Hidekazu Kojima
Fax:     _________(212) 782-4981
Tel:     _________(212) 782-4795

COMERICA BANK                                                    $6,666,666.67
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                                  $8,333,333.33
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.                                   $5,000,000.00
One World Trade Center, 48th Floor
New York, NY  10048
Attention:________Nicholas A. Fiore
Fax:     _________(212) 912-1879
Tel:     _________(212) 432-6784

RZB FINANCE LLC                                                  $1,666,666.68
1133 Avenue of the Americas
New York, NY  10036
Attention:________Klaus D. Hein
Fax:     _________(212)
Tel:     _________(212) 845-4100

ERSTE BANK, NEW YORK                                             $5,000,000.00
280 Park Avenue, 32nd Floor, West Building
New York, NY  10017
Attention:________John Fay
Fax:     _________(212) 984-5627
Tel:     _________(212) 984-5636

                                      I-3
<PAGE>

GE CAPITAL COMMERCIAL FINANCE, INC.                              $5,000,000.00
60 Long Ridge Road
Stamford, CT  06927-5100
Attention:________Andrew Santacroce
Fax:     _________(203) 316-7978
Tel:     _________(203) 961-2577

THE INDUSTRIAL BANK OF JAPAN, LIMITED                            $5,000,000.00
1251 Avenue of the Americas
New York, NY  10020
Attention:________Wayne Wright
Fax:     _________(212) 282-4488
Tel:     _________(212) 282-3462

THE MITSUBISHI TRUST AND BANKING CORPORATION                     $5,000,000.00
520 Madison Avenue
New York, NY  10022
Attention:________Rosetta Conti
Fax:     _________(212) 644-6825
Tel:     _________(212) 891-8268

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND                  $5,000,000.00
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

SUNTRUST BANK                                                    $8,333,333.33
711 Fifth Avenue, 16th Floor
New York, NY  10022
Attention:________Armen Karozichian
Fax:     _________(212) 371-9386
Tel:     _________(212) 583-2604

                                      I-4

<PAGE>

                                                                     Schedule II
                                                             to Credit Agreement

                                  PRICING GRID*

<TABLE>
<CAPTION>
                 REVOLVING 364 DAY FACILITY    REVOLVING 364 DAY FACILITY
                  AND TERM LOAN APPLICABLE      AND TERM LOAN APPLICABLE       REVOLVING 364 DAY
  DEBT RATIO      MARGIN-EURODOLLAR RATE**         MARGIN-BASE RATE**           COMMITMENT FEE**
---------------- ---------------------------- ------------------------------ -----------------------
<S>                         <C>                           <C>                          <C>
    >4.25x                  300.0                         200.0                        45
    >3.75x                  250.0                         150.0                        45
    >3.25x                  200.0                         100.0                        40
    >2.75x                  175.0                         75.0                         35
    <2.75x                  150.0                         50.0                         30
</TABLE>

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

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

**       Notwithstanding the foregoing Pricing Grid, the Applicable Margins and
         the Commitment Fee Rate for the Revolving 364 Day Facility for the
         period following the Closing Date through but excluding the Adjustment
         Date related to the fiscal quarter ending as of September 30, 2001 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.

                                       I-1