<PAGE>
 
================================================================================

                                                                   EXHIBIT 10.10

                                Credit Agreement



                                  Dated as of
                               December 20, 1995


                                    between


                              Newport Corporation



                                      and



              ABN AMRO Bank N.V., Los Angeles International Branch



================================================================================
<PAGE>
 
                                      35
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section                                                   Description                                       Page
<S>                    <C>                                                                                  <C>
Section 1.             The Credits..........................................................................   1
   Section 1.1.            Revolving Credit.................................................................   1
   Section 1.2.            Revolving Credit Loans...........................................................   1
   Section 1.3.            Letters of Credit................................................................   2
   Section 1.4.            Manner and Disbursement of Loans.................................................   3
Section 2.             Interest and Change In Circumstances.................................................   3
   Section 2.1.            Interest Rate Options............................................................   3
   Section 2.2.            Minimum Amounts..................................................................   4
   Section 2.3.            Computation of Interest..........................................................   5
   Section 2.4.            Manner of Rate Selection.........................................................   5
   Section 2.5.            Change of Law....................................................................   5
   Section 2.6.            Unavailability of Deposits or Inability to Ascertain Adjusted LIBOR..............   5
   Section 2.7.            Taxes and Increased Costs........................................................   5
   Section 2.8.            Change in Capital Adequacy Requirements..........................................   7
   Section 2.9.            Funding Indemnity................................................................   7
   Section 2.10.           Lending Branch...................................................................   7
   Section 2.11.           Discretion of Bank as to Manner of Funding.......................................   7
Section 3.             Fees, Prepayments, Terminations and Applications.....................................   8
   Section 3.1.            Fees.............................................................................   8
   Section 3.2.            Voluntary Prepayments............................................................   8
   Section 3.3.            Mandatory Prepayments............................................................   9
   Section 3.4.            Terminations.....................................................................   9
   Section 3.5.            Place and Application of Payments................................................   9
   Section 3.6.            Notations........................................................................   9
Section 4.             [intentionally left blank]...........................................................  10
Section 5.             Definitions; Interpretation..........................................................  10
   Section 5.1.            Definitions......................................................................  10
   Section 5.2.            Interpretation...................................................................  18
</TABLE>

                                      36
<PAGE>
 
<TABLE>
<CAPTION>
Section                                                   Description                                       Page
<S>                    <C>                                                                                  <C>
Section 6.             Representations and Warranties.......................................................  18
   Section 6.1.            Organization and Qualification...................................................  18
   Section 6.2.            Subsidiaries.....................................................................  18
   Section 6.3.            Corporate Authority and Validity of Obligations..................................  18
   Section 6.4.            Use of Proceeds; Margin Stock....................................................  19
   Section 6.5.            Financial Reports................................................................  19
   Section 6.6.            No Material Adverse Change.......................................................  19
   Section 6.7.            Full Disclosure..................................................................  20
   Section 6.8.            Good Title.......................................................................  20
   Section 6.9.            Litigation and Other Controversies...............................................  20
   Section 6.10.           Taxes............................................................................  20
   Section 6.11.           Approvals........................................................................  20
   Section 6.12.           Affiliate Transactions...........................................................  20
   Section 6.13.           Investment Company; Public Utility Holding Company...............................  21
   Section 6.14.           ERISA............................................................................  21
   Section 6.15.           Compliance with Laws.............................................................  21
   Section 6.16.           Other Agreements.................................................................  21
   Section 6.17.           No Default.......................................................................  21
Section 7.             Conditions Precedent.................................................................  21
   Section 7.1.           All Advances......................................................................  21
   Section 7.2.           Initial Advance...................................................................  22
Section 8.             Covenants............................................................................  23
   Section 8.1.           Maintenance of Business...........................................................  23
   Section 8.2.           Maintenance of Properties.........................................................  23
   Section 8.3.           Taxes and Assessments.............................................................  24
   Section 8.4.           Insurance.........................................................................  24
   Section 8.5.           Financial Reports.................................................................  24
   Section 8.6.           Inspection........................................................................  26
   Section 8.7.           Quick Ratio.......................................................................  26
   Section 8.8.           Leverage Ratio....................................................................  26
   Section 8.9.           Tangible Net Worth................................................................  26
   Section 8.10.          Net Income........................................................................  26
   Section 8.11.          Interest Coverage Ratio...........................................................  26
   Section 8.12.          Capital Expenditures..............................................................  26
   Section 8.13.          Indebtedness for Borrowed Money...................................................  26
   Section 8.14.          Liens.............................................................................  27
</TABLE>

                                      37

<PAGE>
 
<TABLE>
<CAPTION>
Section                                                   Description                                       Page
<S>                    <C>                                                                                  <C>
   Section 8.15.           Investments, Acquisitions, Loans, Advances and Guaranties.......................   28
   Section 8.16.           Mergers, Consolidations and Sales...............................................   29
   Section 8.17.           Maintenance of Subsidiaries.....................................................   30
   Section 8.18.           Dividends and Certain Other Restricted Payments.................................   30
   Section 8.19.           ERISA...........................................................................   30
   Section 8.20.           Compliance with Laws............................................................   30
   Section 8.21.           Burdensome Contracts With Affiliates............................................   30
   Section 8.22.           No Changes in Fiscal Year.......................................................   30
   Section 8.23.           Formation of Subsidiaries.......................................................   31
   Section 8.24.           Change in the Nature of Business................................................   31
   Section 8.25.           Limitation on Certain Restrictions on Subsidiaries..............................   31
Section 9.             Events of Default and Remedies......................................................   31
   Section 9.1.            Events of Default...............................................................   31
   Section 9.2.            Non-Bankruptcy Defaults.........................................................   33
   Section 9.3.            Bankruptcy Defaults.............................................................   33
   Section 9.4.            Collateral for Undrawn Letters of Credit........................................   33
Section 10.            Miscellaneous.......................................................................   34
   Section 10.1.           Non-Business Day................................................................   34
   Section 10.2.           No Waiver, Cumulative Remedies..................................................   34
   Section 10.3.           Amendments, Etc.................................................................   34
   Section 10.4.           Costs and Expenses..............................................................   34
   Section 10.5.           Documentary Taxes...............................................................   35
   Section 10.6.           Survival of Representations.....................................................   35
   Section 10.7.           Survival of Indemnities.........................................................   35
   Section 10.8.           Notices.........................................................................   35
   Section 10.9.           Headings........................................................................   36
   Section 10.10.          Severability of Provisions......................................................   36
   Section 10.11.          Counterparts....................................................................   36
   Section 10.12.          Binding Nature, Governing Law, Etc..............................................   36
   Section 10.13.          Submission to Jurisdiction; Appointment of Agent for Process;
                           Waiver of Jury Trial............................................................   37
Signature..................................................................................................   37

</TABLE>
Exhibit A - Revolving Credit Note

                                      38
<PAGE>
 
Exhibit B - Borrowing Base Certificate
Exhibit C - Compliance Certificate
Exhibit D - Permitted Liens
Exhibit E - Letter of Credit Application
Exhibit F - Disclosure Schedule
Schedule 6.2 - Subsidiaries

                                      39
<PAGE>
 
                                CREDIT AGREEMENT

ABN AMRO Bank N.V.
Los Angeles International Branch
Los Angeles, California

Ladies and Gentlemen:

     The undersigned, Newport Corporation, a Nevada corporation (the "Company"),
applies to you (the "Bank") for your commitment, subject to the terms and
conditions hereof and on the basis of the representations and warranties
hereinafter set forth, to extend credit to the Company, all as more fully
hereinafter set forth.

Section 1.  The Credits.

          Section 1.1.  Revolving Credit.  Subject to the terms and conditions
hereof, the Bank agrees to extend a revolving credit (the "Revolving Credit") to
the Company which may be availed of by the Company from time to time during the
period from and including the date hereof to but not including the Termination
Date, at which time the commitment of the Bank to extend credit under the
Revolving Credit shall expire.  The Revolving Credit may be utilized by the
Company in the form of Loans and Letters of Credit, all as more fully
hereinafter set forth, provided that the aggregate principal amount of Loans and
Letters of Credit outstanding at any one time shall not exceed the lesser of (i)
$15,000,000 (the "Commitment", as such amount may be reduced pursuant to Section
3.4 hereof) and (ii) the Borrowing Base as then determined and computed.  During
the period from and including the date hereof to but not including the
Termination Date, the Company may use the Commitment by borrowing, repaying and
reborrowing Loans in whole or in part and/or by having the Bank issue Letters of
Credit, having such Letters of Credit expire or otherwise terminate without
having been drawn upon or, if drawn upon, reimbursing the Bank for each such
drawing, and having the Bank issue new Letters of Credit, all in accordance with
the terms and conditions of this Agreement.

          Section 1.2.  Revolving Credit Loans.  Subject to the terms and
conditions hereof, the Revolving Credit may be availed of by the Company in the
form of loans (individually a "Loan" and collectively the "Loans").  Each Loan
shall be in a minimum amount of $100,000.  Each Loan shall be made against and
evidenced by a single promissory note of the Company in the form (with
appropriate insertions) attached hereto as Exhibit A (the "Note") payable to the
order of the Bank in the principal amount of $15,000,000.  The Note shall be
dated the date of issuance thereof, be expressed to bear interest as set forth
in Section 2 hereof, and be expressed to mature

                                      40
<PAGE>
 
on the Termination Date. Without regard to the principal amount of the Note
stated on its face, the actual principal amount at any time outstanding and
owing by the Company on account of the Note shall be the sum of all Loans made
hereunder less all payments of principal actually received by the Bank.

          Section 1.3.  Letters of Credit.

          (a) General Terms.  Subject to the terms and conditions hereof, the
Revolving Credit may be availed of by the Company in the form of standby and
commercial letters of credit issued by the Bank for the account of the Company
(individually a "Letter of Credit" and collectively the "Letters of Credit"),
provided that the aggregate amount of Letters of Credit issued and outstanding
hereunder shall not at any one time exceed $7,500,000.  For purposes of this
Agreement, a Letter of Credit shall be deemed outstanding as of any time in an
amount equal to the maximum amount which could be drawn thereunder under any
circumstances and over any period of time plus any unreimbursed drawings then
outstanding with respect thereto.  If and to the extent any Letter of Credit
expires or otherwise terminates without having been drawn upon, the availability
under the Commitment shall to such extent be reinstated.

          (b) Term.  Each Letter of Credit issued hereunder shall expire not
later than the earlier of (i) twelve (12) months from the date of issuance (or
be cancelable not later than twelve (12) months from the date of issuance and
each renewal) or (ii) the Termination Date.

          (c) General Characteristics.  Each Letter of Credit issued hereunder
shall be payable in U.S. Dollars, conform to the general requirements of the
Bank for the issuance of a standby or commercial letter of credit, as the case
may be, as to form and substance, and be a letter of credit which the Bank may
lawfully issue.

          (d) Applications.  At the time the Company requests each Letter of
Credit to be issued (or prior to the first issuance of a Letter of Credit in the
case of a continuing application), the Company shall execute and deliver to the
Bank an application for such Letter of Credit substantially in the form attached
hereto as Exhibit E (individually an "Application" and collectively the
"Applications").  Subject to the other provisions of this subsection, the
obligation of the Company to reimburse the Bank for drawings under a Letter of
Credit shall be governed by the Application for such Letter of Credit.  If the
Bank shall receive any draft presented under any Letter of Credit, the Bank
shall, promptly following its receipt thereof, examine all documents purporting
to represent such demand for payment to ascertain that the same appear on their
face to be in substantial conformity with the terms and conditions of such
Letter of Credit. The Bank shall, as soon as reasonably practicable, give
notification (which may be oral or written) to the Company of such demand for
payment and the determination by the Bank as to whether such demand for payment
was in accordance with the terms and conditions of such Letter of Credit and

                                      41
<PAGE>
 
whether the Bank has made or will make a disbursement thereunder, provided that
the failure to give such notice shall not relieve the Company of its obligation
to reimburse the Bank for the amount of such draft paid.  In the event the Bank
is not reimbursed by the Company for the amount the Bank pays on any draft drawn
under a Letter of Credit issued hereunder by 11:00 a.m. (Los Angeles time) on
the date when such drawing is paid, the obligation of the Company to reimburse
the Bank for the amount of such draft paid shall bear interest (which the
Company hereby promises to pay on demand) from and after the date the draft is
paid until payment in full thereof at the fluctuating rate per annum determined
by adding 2% to the Domestic Rate as from time to time in effect (provided,
however, that if and so long as Bank shall have not given the Company notice of
its payment of such draft, such rate per annum shall equal the Domestic Rate as
from time to time in effect).  Notwithstanding the foregoing but subject to
Section 7 hereof, the Company may, but shall not be obligated to, satisfy its
reimbursement obligation to the Bank by requesting the Bank to make a Loan in
the amount of such reimbursement obligation.  Anything contained in the
Applications to the contrary notwithstanding, (i) the Company shall pay fees in
connection with each Letter of Credit as set forth in Section 3 hereof, (ii)
except as otherwise provided in Section 3.3 hereof, prior to the occurrence of a
Default or an Event of Default the Bank will not call for additional collateral
security for the obligations of the Company under the Applications other than
collateral security consisting of rights in goods (or documents of title
evidencing the same) financed under such Applications, and (iii) except as
otherwise provided in Section 3.3 hereof, prior to the occurrence of a Default
or an Event of Default the Bank will not call for the funding of a Letter of
Credit by the Company prior to being presented with a draft drawn thereunder
(or, in the event the draft is a time draft, prior to its due date).  In the
event any drafts are drawn under a Letter of Credit and are not repaid by the
Company within the period set forth above, the Company hereby irrevocably
authorizes the Bank, upon prior notice to the Company, to charge any of the
Company's deposit accounts maintained with the Bank for the amount necessary to
reimburse the Bank for any drafts drawn under Letters of Credit issued
hereunder.

          Section 1.4.  Manner and Disbursement of Loans.  The Company shall
give written or telephonic notice to the Bank (which notice shall be irrevocable
once given and, if given by telephone, shall be promptly confirmed in writing)
by no later than 11:00 a.m. (Los Angeles time) on the date the Company requests
the Bank to make a Loan hereunder.  Each such notice shall specify the date of
the Loan requested (which must be a Business Day) and the amount of such Loan.
Each Loan shall initially constitute part of the Domestic Rate Portion except to
the extent the Company has otherwise timely elected as provided in Section 2
hereof.  The Company agrees that the Bank may rely upon any written or
telephonic notice given by any person the Bank in good faith believes is an
Authorized Representative without the necessity of independent investigation
and, in the event any telephonic notice conflicts with the written confirmation,
such telephonic notice shall govern if the Bank has acted in reliance thereon.
Subject to the provisions

                                      42
<PAGE>
 
of Section 7 hereof, the proceeds of each Loan shall be made available to the
Company at the principal office of the Bank in New York, New York, in
immediately available funds.

Section 2.  Interest and Change In Circumstances.

          Section 2.1.  Interest Rate Options.

          (a) Subject to all of the terms and conditions of this Section 2,
portions of the principal indebtedness evidenced by the Note (all of the
indebtedness evidenced by the Note bearing interest at the same rate for the
same period of time being hereinafter referred to as a "Portion") may, at the
option of the Company, bear interest with reference to the Domestic Rate (the
"Domestic Rate Portion") or with reference to an Adjusted LIBOR ("LIBOR
Portions"), and Portions may be converted from time to time from one basis to
the other.  All of the indebtedness evidenced by the Note which is not part of a
Fixed Rate Portion shall constitute a single Domestic Rate Portion.  All of the
indebtedness evidenced by the Note which bears interest with reference to a
particular Adjusted LIBOR for a particular Interest Period shall constitute a
single LIBOR Portion.  Anything contained herein to the contrary
notwithstanding, the obligation of the Bank to create, continue or effect by
conversion any Fixed Rate Portion shall be conditioned upon the fact that at the
time no Default or Event of Default shall have occurred and be continuing.  The
Company hereby promises to pay interest on each Portion at the rates and times
specified in this Section 2.

          (b) Domestic Rate Portion.  The Domestic Rate Portion shall bear
interest at the  rate per annum determined by adding 1/2 of 1% to the Domestic
Rate as in effect from time to time, provided that if the Domestic Rate Portion
or any part thereof is not paid when due (whether by lapse of time, acceleration
or otherwise) such Portion shall bear interest, whether before or after
judgment, until payment in full thereof at the rate per annum determined by
adding 2% to the interest rate which would otherwise be applicable thereto from
time to time.  Interest on the Domestic Rate Portion shall be payable monthly on
the last day of each month in each year (commencing January 31, 1996) and at
maturity of the Note, and interest after maturity (whether by lapse of time,
acceleration or otherwise) shall be due and payable upon demand.  Any change in
the interest rate on the Domestic Rate Portion resulting from a change in the
Domestic Rate shall be effective on the date of the relevant change in the
Domestic Rate.

          (c) Libor Portions.  Each LIBOR Portion shall bear interest for each
Interest Period selected therefor at a rate per annum determined by adding 2% to
the Adjusted LIBOR for such Interest Period, provided that if any LIBOR Portion
is not paid when due (whether by lapse of time, acceleration or otherwise) such
Portion shall bear interest, whether before or after judgment, until payment in
full thereof through the end of the Interest Period then applicable thereto at
the rate per annum determined by adding 2% to the interest rate which would
otherwise be applicable

                                      43
<PAGE>
 
thereto, and effective at the end of such Interest Period such LIBOR Portion
shall automatically be converted into and added to the Domestic Rate Portion and
shall thereafter bear interest at the interest rate applicable to the Domestic
Rate Portion after default. Interest on each LIBOR Portion shall be due and
payable on the last day of each Interest Period applicable thereto and, with
respect to any Interest Period applicable to a LIBOR Portion in excess of three
(3) months, on the date occurring every three (3) months after the date such
Interest Period began and at the end of such Interest Period, and interest after
maturity (whether by lapse of time, acceleration or otherwise) shall be due and
payable upon demand. The Company shall notify the Bank on or before 11:00 a.m.
(Los Angeles time) on the third Business Day preceding the end of an Interest
Period applicable to a LIBOR Portion whether such LIBOR Portion is to continue
as a LIBOR Portion, in which event the Company shall notify the Bank of the new
Interest Period selected therefor, and in the event the Company shall fail to so
notify the Bank, such LIBOR Portion shall automatically be converted into and
added to the Domestic Rate Portion as of and on the last day of such Interest
Period.

          Section 2.2.  Minimum Amounts.  Each Fixed Rate Portion shall be in an
amount equal to $1,000,000 or such greater amount which is an integral multiple
of $100,000.

          Section 2.3.  Computation of Interest.  All interest on the Note shall
be computed on the basis of a year of 360 days for the actual number of days
elapsed.

          Section 2.4.  Manner of Rate Selection. The Company shall notify the
Bank by 11:00 a.m. (Los Angeles time) at least three (3) Business Days prior to
the date upon which the Company requests that any LIBOR Portion be created or
that any part of the Domestic Rate Portion be converted into a LIBOR Portion
(each such notice to specify in each instance the amount thereof and the
Interest Period selected therefor).  If any request is made to convert a Fixed
Rate Portion into another type of Portion available hereunder, such conversion
shall only be made so as to become effective as of the last day of the Interest
Period applicable thereto.  All requests for the creation, continuance and
conversion of Portions under this Agreement shall be irrevocable.  Such requests
may be written or oral and the Bank is hereby authorized to honor telephonic
requests for creations, continuances and conversions received by it from any
person the Bank in good faith believes to be an Authorized Representative
without the necessity of independent investigation, the Company hereby
indemnifying the Bank from any liability or loss ensuing from so acting.

          Section 2.5.  Change of Law.  Notwithstanding any other provisions of
this Agreement or the Note, if at any time the Bank shall determine that any
change in applicable laws, treaties or regulations or in the interpretation
thereof makes it unlawful for the Bank to create or continue to maintain any
Fixed Rate Portion, it shall promptly so notify the Company and the obligation
of the Bank to create, continue or maintain any such Fixed Rate Portion under
this Agreement shall 

                                      44
<PAGE>
 
terminate until it is no longer unlawful for the Bank to create, continue or
maintain such Fixed Rate Portion. The Company, on demand, shall, if the
continued maintenance of any such Fixed Rate Portion is unlawful, thereupon
prepay the outstanding principal amount of the affected Fixed Rate Portion,
together with all interest accrued thereon and all other amounts payable to the
Bank with respect thereto under this Agreement; provided, however, that the
Company may elect to convert the principal amount of the affected Portion into
another type of Portion available hereunder, subject to the terms and conditions
of this Agreement.

          Section 2.6.  Unavailability of Deposits or Inability to Ascertain
Adjusted LIBOR.  Notwithstanding any other provision of this Agreement or the
Note, if prior to the commencement of any Interest Period, the Bank shall
determine that deposits in the amount of any LIBOR Portion scheduled to be
outstanding during such Interest Period are not readily available to the Bank in
the relevant market or, by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining Adjusted
LIBOR, then the Bank shall promptly give notice thereof to the Company and the
obligations of the Bank to create or effect by conversion any such Fixed Rate
Portion in such amount and for such Interest Period shall terminate until
deposits in such amount and for the Interest Period selected by the Company
shall again be readily available in the relevant market and adequate and
reasonable means exist for ascertaining Adjusted LIBOR.

          Section 2.7.  Taxes and Increased Costs.  With respect to any Fixed
Rate Portion, if the Bank shall determine that any change in any applicable law,
treaty, regulation or guideline (including, without limitation, Regulation D of
the Board of Governors of the Federal Reserve System) or any new law, treaty,
regulation or guideline, or any interpretation of any of the foregoing by any
governmental authority charged with the administration thereof or any central
bank or other fiscal, monetary or other authority having jurisdiction over the
Bank or its lending branch or the Fixed Rate Portions contemplated by this
Agreement (whether or not having the force of law), shall:

                    (i) impose, increase, or deem applicable any reserve,
          special deposit or similar requirement against assets held by, or
          deposits in or for the account of, or loans by, or any other
          acquisition of funds or disbursements by, the Bank which is not in any
          instance already accounted for in computing the interest rate
          applicable to such Fixed Rate Portion;

                    (ii) subject the Bank, any Fixed Rate Portion or the Note
          to the extent it evidences such a Portion to any tax (including,
          without limitation, any United States interest equalization tax or
          similar tax however named applicable to the acquisition or holding of
          debt obligations and any interest or penalties with respect thereto),
          duty, charge, stamp tax, fee, deduction or withholding in respect of
          this Agreement, any Fixed Rate Portion or the Note to the extent it
          evidences such a Portion, except such taxes as 

                                      45
<PAGE>
 
          may be measured by the overall net income or gross receipts of the
          Bank or its lending branches and imposed by the jurisdiction, or any
          political subdivision or taxing authority thereof, in which the Bank's
          principal executive office or its lending branch is located;

                    (iii) change the basis of taxation of payments of principal
          and interest due from the Company to the Bank hereunder or under the
          Note to the extent it evidences any Fixed Rate Portion (other than by
          a change in taxation of the overall net income or gross receipts of
          the Bank); or

                    (iv) impose on the Bank any penalty with respect to the 
          foregoing or any other condition regarding this Agreement, any Fixed
          Rate Portion, or its disbursement, or the Note to the extent it
          evidences any Fixed Rate Portion;

and the Bank shall determine that the result of any of the foregoing is to
increase the cost (whether by incurring a cost or adding to a cost) to the Bank
of creating or maintaining any Fixed Rate Portion hereunder or to reduce the
amount of principal or interest received or receivable by the Bank (without
benefit of, or credit for, any prorations, exemption, credits or other offsets
available under any such laws, treaties, regulations, guidelines or
interpretations thereof), then the Company shall pay on demand to the Bank from
time to time as specified by the Bank such additional amounts as the Bank shall
reasonably determine are sufficient to compensate and indemnify it for such
increased cost or reduced amount.  If the Bank makes such a claim for
compensation, it shall provide to the Company a certificate setting forth the
computation of the increased cost or reduced amount as a result of any event
mentioned herein in reasonable detail and such certificate shall be conclusive
if reasonably determined.

          Section 2.8.  Change in Capital Adequacy Requirements.  If the Bank
shall determine that the adoption after the date hereof of any applicable law,
rule or regulation regarding capital adequacy, or any change in any existing
law, rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by the Bank (or
any of its branches) with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on the Bank's capital as a consequence of its obligations hereunder or for the
credit which is the subject matter hereof to a level below that which the Bank
could have achieved but for such adoption, change or compliance (taking into
consideration the Bank's policies with respect to liquidity and capital
adequacy) by an amount deemed by the Bank to be material, then from time to
time, within fifteen (15) days after demand by the Bank, the Company shall pay
to the Bank such additional amount or amounts reasonably determined by the Bank
as will compensate the Bank for such reduction.

                                      46
<PAGE>
 
          Section 2.9.  Funding Indemnity.  In the event the Bank shall incur
any loss, cost or expense (including, without limitation, any loss (including
loss of profit), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired or contracted to be acquired by
the Bank to fund or maintain any Fixed Rate Portion or the relending or
reinvesting of such deposits or other funds or amounts paid or prepaid to the
Bank) as a result of:

                    (i) any payment of a Fixed Rate Portion on a date other than
          the last day of the then applicable Interest Period for any reason,
          whether before or after default, and whether or not such payment is
          required by any provision of this Agreement; or

                    (ii) any failure by the Company to create, borrow, continue
          or effect by conversion a Fixed Rate Portion on the date specified in
          a notice given pursuant to this Agreement;

then upon the demand of the Bank, the Company shall pay to the Bank such amount
as will reimburse the Bank for such loss, cost or expense.  If the Bank requests
such a reimbursement, it shall provide to the Company a certificate setting
forth the computation of the loss, cost or expense giving rise to the request
for reimbursement in reasonable detail and such certificate shall be conclusive
if reasonably determined.

          Section 2.10.  Lending Branch. The Bank may, at its option, elect to
make, fund or maintain Portions of the Loans hereunder at such of its branches
or offices as the Bank may from time to time elect.

          Section 2.11.  Discretion of Bank as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary, the Bank shall
be entitled to fund and maintain its funding of all or any part of the Note in
any manner it sees fit, it being understood, however, that for the purposes of
this Agreement all determinations hereunder (including, without limitation,
determinations under Sections 2.6, 2.7 and 2.9 hereof) shall be made as if the
Bank had actually funded and maintained each Fixed Rate Portion during each
Interest Period applicable thereto through the purchase of deposits in the
relevant market in the amount of such Fixed Rate Portion, having a maturity
corresponding to such Interest Period, and bearing an interest rate equal to the
LIBOR for such Interest Period.

Section 3.  Fees, Prepayments, Terminations and Applications.

          Section 3.1.  Fees.

          (a) Closing Fee.  The Company shall pay to the Bank on the date hereof
a non-refundable closing fee in the amount of $37,500.

                                      47

<PAGE>
 
          (b) Commitment Fee.  For the period from and including the date hereof
to but not including the Termination Date, the Company shall pay to the Bank a
commitment fee at the rate of 3/8 of 1% per annum (computed on the basis of a
year of 360 days for the actual number of days elapsed) on the average daily
unused portion of the Commitment.  Such commitment fee shall be payable quarter-
annually in arrears on the last day of each March, June, September and December
in each year (commencing March 31, 1996) and on the Termination Date.

          (c) Letter of Credit Fees.  On the date of issuance of each standby
Letter of Credit, and as a condition thereto, and annually thereafter, the
Company shall pay to the Bank a letter of credit fee computed at the rate of
1.50% per annum  (computed on the basis of a year of 360 days for the actual
number of days elapsed) on the maximum amount of the related Letter of Credit
which is scheduled to be outstanding during the immediately succeeding twelve
(12) months.  In connection with the issuance of each commercial Letter of
Credit, the Company further agrees to pay to the Bank such fees as the Bank from
time to time customarily imposes in connection with the issuance of commercial
letters of credit.  In addition to the letter of credit fees called for above,
the Company further agrees to pay to the Bank such processing and transaction
fees and charges as the Bank from time to time customarily imposes in connection
with any amendment, cancellation, negotiation and/or payment of letters of
credit and drafts drawn thereunder.

          Section 3.2.  Voluntary Prepayments.

          (a) Domestic Rate Portion.  The Company may prepay without premium or
penalty and in whole or in part (but if in part, then in an amount not less than
$100,000 or the total amount then outstanding, whichever is less) the Domestic
Rate Portion of the Note at any time upon notice to the Bank prior to 11:00 a.m.
(Los Angeles time) on the date fixed for prepayment, each such prepayment to be
made by the payment of the principal amount to be prepaid.

          (b) Fixed Rate Portions.  The Company may prepay any Fixed Rate
Portion of the Note only on the last date of the then applicable Interest
Period, in whole or in part (but if in part, then in an amount not less than
$100,000 or such greater amount which is an integral multiple of $100,000), upon
three (3) Business Days  prior notice to the Bank (which notice shall be
irrevocable once given, must be received by the Bank no later than 11:00 a.m.
(Los Angeles time) on the third Business Day preceding the date of such
prepayment, and shall specify the principal amount to be repaid); provided,
however, that the outstanding principal amount of any Fixed Rate Portion of the
Note prepaid in part shall not be less than $1,000,000 or such greater amount
which is an integral multiple of $100,000 after giving effect to such
prepayment.  Any such prepayment shall be effected by payment of the principal
amount to be prepaid and accrued interest thereon to the end of the applicable
Interest Period.

                                      48
<PAGE>
 
          Section 3.3.  Mandatory Prepayments.  The Company covenants and agrees
that if at any time the sum of the then unpaid principal balance of the Note
plus the then outstanding amount of Letters of Credit shall be in excess of the
Borrowing Base as then determined and computed, the Company shall immediately
and without notice or demand pay over the amount of the excess to the Bank as
and for a mandatory prepayment on such Obligations, with each such prepayment
first to be applied to the Note until payment in full thereof with any remaining
balance to be held by the Bank as collateral security for the Obligations owing
under the Applications.  Each such prepayment shall be accompanied by any
amounts due to the Bank under Section 2.9 hereof.

          Section 3.4.  Terminations. The Company shall have the right at any
time and from time to time, upon three (3) Business Days' prior notice to the
Bank, to terminate without premium or penalty and in whole or in part (but if in
part, then in an amount not less than $1,000,000) the Commitment, provided that
the Commitment may not be reduced to an amount less than the aggregate principal
amount of the Loans and Letters of Credit then outstanding.  Any termination of
the Commitment pursuant to this Section may not be reinstated.

          Section 3.5.  Place and Application of Payments.  All payments of
principal, interest, fees and all other Obligations payable hereunder and under
the other Loan Documents shall be made to the Bank at its principal office in
Los Angeles, California (or at such other place as the Bank may specify) no
later than 11:00 a.m. (Los Angeles time) on the date any such payment is due and
payable.  Payments received by the Bank after 11:00 a.m. (Los Angeles time)
shall be deemed received as of the opening of business on the next Business Day.
All such payments shall be made in lawful money of the United States of America,
in immediately available funds at the place of payment, without set-off or
counterclaim and without reduction for, and free from, any and all present or
future taxes, levies, imposts, duties, fees, charges, deductions, withholdings,
restrictions and conditions of any nature imposed by any government or any
political subdivision or taxing authority thereof (but excluding any taxes
imposed on or measured by the net income of the Bank).  Unless the Company
otherwise directs, principal payments shall be applied first to the Domestic
Rate Portion until payment in full thereof, with any balance applied to the
Fixed Rate Portions in the order in which their Interest Periods expire.

          Section 3.6.  Notations.  All Loans made against the Note, the status
of all amounts evidenced by the Note as constituting part of the Domestic Rate
Portion or a LIBOR Portion and, in the case of any Fixed Rate Portion, the rates
of interest and Interest Periods applicable to such Portions shall be recorded
by the Bank on its books and records or, at its option in any instance, endorsed
on a schedule to the Note and the unpaid principal balance and status, rates and
Interest Periods so recorded or endorsed by the Bank shall be prima facie
evidence in any court or other proceeding brought to enforce the Note of the
principal amount remaining unpaid thereon, the status of the Loans evidenced
thereby and the interest rates and Interest Periods applicable

                                      49
<PAGE>
 
thereto; provided that the failure of the Bank to record any of the foregoing
shall not limit or otherwise affect the obligation of the Company to repay the
principal amount of the Note together with accrued interest thereon. Prior to
any negotiation of the Note, the Bank shall record on a schedule thereto the
status of all amounts evidenced thereby as constituting part of the Domestic
Rate Portion or a LIBOR Portion and, in the case of any Fixed Rate Portion, the
rates of interest and the Interest Periods applicable thereto.

Section 4.  [intentionally left blank]

Section 5.  Definitions; Interpretation.

          Section 5.1. Definitions. The following terms when used herein shall
have the following meanings:

     "Acquisition" shall mean any transaction, or any series of related
transactions, consummated after the date of this Agreement, by which the Company
or any of its Subsidiaries (i) acquires any ongoing business or all or
substantially all of the assets of any Person or division thereof, whether
through purchase of assets, merger or otherwise, or (ii) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the voting stock of a
corporation or other firm.

     "Adjusted LIBOR" means a rate per annum determined by the Bank in
accordance with the following formula:

                  Adjusted LIBOR =         LIBOR
                                  -----------------------
                                  100%-Reserve Percentage

"Reserve Percentage" means, for the purpose of computing Adjusted LIBOR, the
daily average for the applicable Interest Period of the maximum rate at which
reserves (including, without limitation, any marginal, emergency, supplemental
or other special reserves) are imposed during such Interest Period by the Board
of Governors of the Federal Reserve System (or any successor) under Regulation D
on "eurocurrency liabilities" (as such term is defined in Regulation D) (or in
respect of any other category of liabilities that includes deposits by reference
to which the interest rate on LIBOR Portions is determined or any category of
extensions of credit or other assets that include loans by non-United States
offices of the Bank to United States residents), but subject to any amendments
to such reserve requirement by such Board or its successor, and taking into
account any transitional adjustments thereto becoming effective during such
Interest Period.  For purposes of this definition, LIBOR Portions shall be
deemed to be Eurocurrency liabilities as defined in Regulation D without benefit
of or credit for prorations, exemptions or offsets under Regulation D.  "LIBOR"
means, for each Interest Period, the arithmetic average of the rates of 

                                      50

<PAGE>
 
interest per annum (rounded upward, if necessary, to the nearest 1/100th of 1%)
at which deposits in U.S. Dollars in immediately available funds are offered to
the Bank at 11:00 a.m. (London, England time) two (2) Business Days before the
beginning of such Interest Period by three (3) or more major banks in the
interbank eurodollar market selected by the Bank for a period equal to such
Interest Period and in an amount equal or comparable to the applicable LIBOR
Portion scheduled to be outstanding from the Bank during such Interest Period.
Each determination of LIBOR made by the Bank shall be conclusive and binding
absent manifest error.

     "Affiliate" means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, another Person.
A Person shall be deemed to control another Person for the purposes of this
definition if such Person possesses, directly or indirectly, the power to
direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, common directors,
trustees or officers, by contract or otherwise; provided that, in any event for
purposes of this definition, any Person that owns, directly or indirectly, 5% or
more of the securities having the ordinary voting power for the election of
directors or governing body of a corporation or 5% or more of the partnership or
other ownership interests of any other Person (other than as a limited partner
of such other Person) will be deemed to control such corporation or other
Person.

     "Agreement" means this Credit Agreement, as the same may be amended,
modified or restated from time to time in accordance with the terms hereof.

     "Application" is defined in Section 1.3 hereof.

     "Authorized Representative" means those persons shown on the lists of
officers provided by the Company pursuant to Section 7.2(a) hereof or on any
update of any such list provided by the Company to the Bank, or any further or
different officer of the Company so named by any Authorized Representative of
the Company in a written notice to the Bank.

     "Bank" is defined in the introductory paragraph hereof.

     "Borrowing Base" means, as of any time it is to be determined, 80% of the
then outstanding unpaid amount of Eligible Accounts.

provided that the Borrowing Base shall be computed only as against and on so
much of the Eligible Accounts as are included on the certificates to be
furnished from time to time by the Company pursuant to Section 8.5(a) hereof
and, if required by the Bank pursuant to any of the terms hereof, as verified by
such other evidence reasonably required to be furnished to the Bank pursuant
hereto.

                                      51
<PAGE>
 
     "Business Day" means any day other than a Saturday or Sunday on which the
Bank is not authorized or required to close in Los Angeles, California and New
York, New York and, when used with respect to LIBOR Portions, a day on which the
Bank is also dealing in United States Dollar deposits in the interbank market in
London, England.

     "Capital Lease" means any lease of Property which in accordance with GAAP
is required to be capitalized on the balance sheet of the lessee.

     "Capitalized Lease Obligation" means the amount of the liability shown on
the balance sheet of any Person in respect of a Capital Lease determined in
accordance with GAAP.

     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.

     "Commitment" is defined in Section 1.1 hereof.

     "Company" is defined in the introductory paragraph hereof.

     "Consolidated Subsidiary" means any Subsidiary whose accounts are required
to be consolidated with those of the Company in accordance with GAAP.

     "Controlled Group" means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which, together with the Company or any of its Subsidiaries, are treated as a
single employer under Section 414 of the Code.

     "Default" means any event or condition the occurrence of which would, with
the passage of time or the giving of notice, or both, constitute an Event of
Default.

     "Domestic Rate" means, for any day, the greater of (i) the rate of interest
announced by the Bank from time to time as its prime rate for U.S. dollar loans,
as in effect on such day; and (ii) the sum of (x) the Federal Funds Rate plus
(y) 1/2 of 1% (.500%).

     "Domestic Rate Portion" is defined in Section 2.1(a) hereof.

     "Domestic Restricted Subsidiary" means a Restricted Subsidiary which is
organized under the laws of the United States or any State thereof and which
conducts substantially all of its business and has substantially all of its
assets within the United States.

                                      52
<PAGE>
 
     "EBITDA" means, with reference to any period, Net Income for such period
plus all amounts deducted in arriving at such Net Income amount in respect of
(i) Interest Expense for such period, plus (ii) federal, state and local income
taxes for such period, plus (iii) all amounts properly charged for depreciation
of fixed assets and amortization of intangible assets during such period on the
books of the Company and its Subsidiaries.

     "Eligible Account" means each account receivable of the Company or any
Consolidated Subsidiary that:

                    (a) arises out of the sale by the Company or such
          Consolidated Subsidiary of finished goods inventory delivered to and
          accepted by, or out of the rendition of services fully performed by
          the Company or such Consolidated Subsidiary and accepted by, the
          account debtor on such account receivable, and such account receivable
          otherwise represents a final sale;

                    (b) is the valid, binding and legally enforceable 
          obligation of the account debtor obligated thereon and such account
          debtor is not (i) a Subsidiary or an Affiliate of the Company or such
          Consolidated Subsidiary, (ii) a shareholder, director, officer or
          employee of the Company or any Subsidiary, (iii) a debtor under any
          proceeding under the United States Bankruptcy Code, as amended, or any
          other comparable bankruptcy or insolvency law, or (iv) an assignor for
          the benefit of creditors;

                    (c) is an asset of the Company to which it has good and
          marketable title, is freely assignable, and is free and clear of any
          other Lien other than Liens permitted by Section 8.14(a) and (b)
          hereof;

                    (d) is net of any credit or allowance given by the Company
          or such Consolidated Subsidiary to such account debtor;

                    (e) is not subject to any offset, counterclaim or other
          defense with respect thereto;

                    (f) is not unpaid more than 120 days after the due date
          thereof; and

                    (g) does not arise from a sale to an account debtor on a
          bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval,
          consignment or any other repurchase or return basis.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute thereto.

                                      53
<PAGE>
 
     "Event of Default" means any event or condition identified as such in
Section 9.1 hereof.

     "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day, provided that (i) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (ii) if no such rate is so published on such next succeeding Business Day
(as provided in clause (i)), the Federal Funds Rate for such day shall be the
average rate quoted to ABN AMRO Bank N.V., Los Angeles Branch on such day on
such transactions as determined by the Bank.

     "Fixed Rate Portions" means and includes the LIBOR Portions.

     "GAAP" means generally accepted accounting principles as in effect from
time to time, applied by the Company and its Subsidiaries on a basis consistent
with the preparation of the Company's most recent financial statements furnished
to the Bank pursuant to Section 6.4 hereof.

     "Indebtedness for Borrowed Money" means for any Person (without
duplication) all of the obligations of such Person which, in accordance with
GAAP, would be included on the liability side of the balance sheet of such
Person prepared at such time, and shall include (i) all indebtedness created,
assumed or incurred in any manner by such Person representing money borrowed
(including by the issuance of debt securities), (ii) all indebtedness for the
deferred purchase price of property or services (other than trade accounts
payable arising in the ordinary course of business which are not more than 90
days past due), (iii) all indebtedness secured by any Lien upon Property of such
Person, whether or not such Person has assumed or become liable for the payment
of such indebtedness, (iv) all Capitalized Lease Obligations of such Person and
(v) all obligations of such Person on or with respect to letters of credit,
bankers' acceptances and other extensions of credit whether or not representing
obligations for borrowed money.

     "Interest Expense" means, with reference to any period, the sum of all
interest charges (including imputed interest charges with respect to Capitalized
Lease Obligations and all amortization of debt discount and expense) of the
Company and its Subsidiaries for such period determined in accordance with GAAP.

     "Interest Period" means, with respect to any LIBOR Portion, the period
commencing on, as the case may be, the creation, continuation or conversion date
with respect to such LIBOR Portion and ending one (1), two (2), three (3) or
six (6) months thereafter as selected by the 

                                      54
<PAGE>
 
Company in its notice as provided herein; provided that all of the foregoing
provisions relating to Interest Periods are subject to the following:

                    (i) if any Interest Period would otherwise end on a day
          which is not a Business Day, that Interest Period shall be extended to
          the next succeeding Business Day, unless in the case of an Interest
          Period for a LIBOR Portion 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) no Interest Period may extend beyond the final maturity
          date of the Note;

                    (iii) the interest rate to be applicable to each Portion for
          each Interest Period shall apply from and including the first day of
          such Interest Period to but excluding the last day thereof; and

                    (iv) no Interest Period may be selected if after giving 
          effect thereto the Company will be unable to make a principal
          payment scheduled to be made during such Interest Period without
          paying part of a Fixed Rate Portion on a date other than the last day
          of the Interest Period applicable thereto.

For purposes of determining an Interest Period, a month means a period starting
on one day in a calendar month and ending on a numerically corresponding day in
the next calendar month, provided, however, if an Interest Period begins on the
last day of a month or if there is no numerically corresponding day in the month
in which an Interest Period is to end, then such Interest Period shall end on
the last Business Day of such month.

     "Letter of Credit" is defined in Section 1.3 hereof.

     "LIBOR Portions"  is defined in Section 2.1(a) hereof.

     "Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor under any conditional sale, Capital Lease or other title
retention arrangement.

     "Loan" is defined in Section 1.2 hereof.

     "Loan Documents" means this Agreement, the Note and the Applications.

                                      55
<PAGE>
 
     "Materially Adverse Effect" means, in relation to any event or occurrence
of whatever nature (including any adverse determination in any litigation,
arbitration or governmental investigation or proceeding),

                    (a) a materially adverse effect on the business, Property,
          operations, prospects or condition, financial or otherwise, of the
          Company and its Subsidiaries, taken as a whole;

                    (b) an adverse effect on the ability of the Company to
          perform any of its payment or other material Obligations under any
          Loan Document; or

                    (c) an impairment of the validity or enforceability of
          any Loan Document or any material impairment of the rights, remedies
          or benefits available to the Bank under any Loan Document.

     "Net Income" means, with reference to any period, the net income (or net
loss) of the Company and its Subsidiaries for such period as computed on a
consolidated basis in accordance with GAAP, and, without limiting the foregoing,
after deduction from gross income of all expenses and reserves, including
reserves for all taxes on or measured by income, but excluding any extraordinary
profits and also excluding any taxes on such profits.

     "Note" is defined in Section 1.2 hereof.

     "Obligations" means all obligations of the Company to pay principal and
interest on the Loans, all reimbursement obligations owing under the
Applications, all fees and charges payable hereunder, and all other payment
obligations of the Company and the Guarantors arising under or in relation to
any Loan Document, in each case whether now existing or hereafter arising, due
or to become due, direct or indirect, absolute or contingent, and howsoever
evidenced, held or acquired.

     "PBGC" means the Pension Benefit Guaranty Corporation or any Person
succeeding to any or all of its functions under ERISA.

     "Person" means an individual, partnership, corporation, association, trust,
unincorporated organization or any other entity or organization, including a
government or agency or political subdivision thereof.

     "Plan" means any employee pension benefit plan covered by Title IV of ERISA
or subject to the minimum funding standards under Section 412 of the Code that
either (i) is maintained by a member of the Controlled Group for employees of a
member of the Controlled Group or (ii) is

                                      56
<PAGE>
 
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
a member of the Controlled Group is then making or accruing an obligation to
make contributions or has within the preceding five plan years made
contributions.

     "Portion" is defined in Section 2.1(a) hereof.

     "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

     "Quick Ratio" means, as of any time the same is to be determined, the ratio
of current assets minus inventory of the Company and its Subsidiaries to current
liabilities of the Company and its Subsidiaries, all as determined on a
consolidated basis in accordance with GAAP, but subject nevertheless to the
express limitations and restrictions hereinafter set forth.  There shall be
excluded from current assets all deferred assets, prepaid expenses, the
surrender value of insurance and investments in and loans and advances to any
Person, other than investments permitted by Section 8.15(a)-(c), both inclusive,
of this Agreement and further provided that there shall be excluded from current
liabilities all obligations of the Company with respect to the Loans hereunder.

     "Restricted Subsidiary" means any Subsidiary the total assets of which
constitutes 10% or more of total assets of the Company and its Subsidiaries
computed on a consolidated basis in accordance with GAAP, and of which 100% (by
number of votes) of the voting stock is at all times owned by the Company and/or
one or more Restricted Subsidiaries.

     "Revolving Credit" is defined in Section 1.1 hereof.

     "Subsidiary" means any corporation or other Person more than 50% of the
outstanding ordinary voting shares or other equity interests of which is at the
time directly or indirectly owned by the Company, by one or more of its
Subsidiaries, or by the Company and one or more of its Subsidiaries.

     "Tangible Net Worth" means, as of any time the same is to be determined,
the total shareholders' equity (including capital stock, additional paid-in-
capital and retained earnings after deducting treasury stock, but excluding
minority interests in Subsidiaries) which would appear on the balance sheet of
the Company and its Subsidiaries determined on a consolidated basis in
accordance with GAAP, less the sum of (i) all notes receivable from officers and
employees of the Company and its Subsidiaries, (ii) the aggregate book value of
all assets which would be classified as intangible assets under GAAP, including,
without limitation, goodwill, patents, trademarks, trade names, copyrights,
franchises and deferred charges (including, without limitation,

                                      57
<PAGE>
 
unamortized debt discount and expense, organization costs and deferred research
and development expense) and similar assets and (iii) the write-up of assets
above cost.

     "Termination Date" means December 31, 1997, or such earlier date on which
the Commitment is terminated in whole pursuant to Section 3.4, 9.2 or 9.3
hereof.

     "Total Liabilities" means, as of any time the same is to be determined, the
aggregate of all indebtedness, obligations, liabilities, reserves and any other
items which would be listed as a liability on a balance sheet of the Company and
its Subsidiaries determined on a consolidated basis in accordance with GAAP, and
in any event including all indebtedness and liabilities of any other Person
which the Company or any Subsidiary may guarantee or otherwise be responsible or
liable for (other than any liability arising out of the endorsement of
commercial paper for deposit or collection received in the ordinary course of
business), all indebtedness and liabilities secured by any Lien on any Property
of the Company or any Subsidiary, whether or not the same would be classified as
a liability on a balance sheet, the liability of the Company or any Subsidiary
in respect of banker's acceptances and letters of credit, and the aggregate
amount of rentals or other consideration payable by the Company or any
Subsidiary in accordance with GAAP over the remaining unexpired term of all
Capital Leases, but excluding all general contingency reserves and reserves for
deferred income taxes and investment credit.

     "Unfunded Vested Liabilities" means, for any Plan at any time, the amount
(if any) by which the present value of all vested nonforfeitable accrued
benefits under such Plan exceeds the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.

     "Welfare Plan" means a "welfare plan" as defined in Section 3(1) of ERISA.

     "Wholly-Owned Subsidiary" means a Subsidiary of which all of the issued and
outstanding shares of capital stock (other than directors' qualifying shares as
required by law) or other equity interests are owned by the Company and/or one
or more Wholly-Owned Subsidiaries within the meaning of this definition.

          Section 5.2.  Interpretation.  The foregoing definitions are equally
applicable to both the singular and plural forms of the terms defined.  The
words "hereof", "herein", and "hereunder" and words of like import when used in
this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement.  All references to time of day herein
are references to Chicago, Illinois time unless otherwise specifically provided.
Where the character or amount of any asset or liability or item of income or
expense is required to be determined or any consolidation or other accounting
computation is required to be made for the

                                      58
<PAGE>
 
purposes of this Agreement, it shall be done in accordance with GAAP except
where such principles are inconsistent with the specific provisions of this
Agreement.

Section 6.  Representations and Warranties.

     The Company represents and warrants to the Bank as follows:

          Section 6.1.  Organization and Qualification.  The Company is duly
organized, validly existing and in good standing as a corporation under the laws
of the State of Nevada, has full and adequate corporate power to own its
Property and conduct its business as now conducted, and is duly licensed or
qualified and in good standing in each jurisdiction in which the nature of the
business conducted by it or the nature of the Property owned or leased by it
requires such licensing or qualifying except where the failure to so qualify or
be licensed would not result in a Materially Adverse Effect.

          Section 6.2.  Subsidiaries.  Each Subsidiary is duly organized,
validly existing and in good standing under the laws of the jurisdiction in
which it is incorporated or organized, as the case may be, has full and adequate
power to own its Property and conduct its business as now conducted, and is duly
licensed or qualified and in good standing in each jurisdiction in which the
nature of the business conducted by it or the nature of the Property owned or
leased by it requires such licensing or qualifying except where the failure to
so qualify or be licensed would not result in a Materially Adverse Effect.
Schedule 6.2 hereto identifies each Subsidiary, the jurisdiction of its
incorporation or organization, as the case may be, the percentage of issued and
outstanding shares of each class of its capital stock or other equity interests
owned by the Company and the Subsidiaries and, if such percentage is not 100%
(excluding directors' qualifying shares as required by law), a description of
each class of its authorized capital stock and other equity interests and the
number of shares of each class issued and outstanding.  All of the outstanding
shares of capital stock and other equity interests of each Subsidiary are
validly issued and outstanding and fully paid and nonassessable and all such
shares and other equity interests indicated on Schedule 6.2 as owned by the
Company or a Subsidiary are owned, beneficially and of record, by the Company or
such Subsidiary free and clear of all Liens.  There are no outstanding
commitments or other obligations of any Subsidiary to issue, and no options,
warrants or other rights of any Person to acquire, any shares of any class of
capital stock or other equity interests of any Subsidiary.

          Section 6.3.  Corporate Authority and Validity of Obligations.  The
Company has full right and authority to enter into this Agreement and the other
Loan Documents and to perform all of its obligations hereunder and under the
other Loan Documents.  The Loan Documents delivered by the Company have been
duly authorized, executed and delivered by the Company and constitute valid and
binding obligations of the Company enforceable in accordance with their

                                      59
<PAGE>
 
terms except as enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting creditors' rights generally and
general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at law); and this
Agreement and the other Loan Documents do not, nor does the performance or
observance by the Company of any of the matters and things herein or therein
provided for, contravene or constitute a default under any provision of law or
any judgment, injunction, order or decree binding upon the Company or any
provision of the charter, articles of incorporation or by-laws of the Company
or, except as disclosed on Exhibit F hereto, any covenant, indenture or
agreement of or affecting the Company or any of its Properties, except where
such default would not constitute a Materially Adverse Effect or result in the
creation or imposition of any Lien on any Property of the Company.

          Section 6.4.  Use of Proceeds; Margin Stock.  The Company shall use
the proceeds of the Loans and other extensions of credit made available
hereunder solely for the refinancing of the indebtedness owing to the lenders
described in Section 7.2(g) hereof and for its general working capital purposes
and shall use standby Letters of Credit issued hereunder solely in connection
with performance bonding requirements in the ordinary course of its business.
Neither the Company nor any Subsidiary is engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U of the Board of Governors of the Federal Reserve
System), and no part of the proceeds of any Loan or any other extension of
credit made hereunder will be used to purchase or carry any such margin stock or
to extend credit to others for the purpose of purchasing or carrying any such
margin stock.

          Section 6.5.  Financial Reports.  The consolidated balance sheet of
the Company and its Subsidiaries as at December 31, 1994 and the related
consolidated statements of income, retained earnings and cash flows of the
Company and its Subsidiaries for the fiscal year then ended, and accompanying
notes thereto, which financial statements are accompanied by the audit report of
Ernst & Young, independent public accountants, and the unaudited interim
consolidated balance sheet of the Company and its Subsidiaries as at
September 30, 1995 and the related consolidated statements of income, retained
earnings and cash flows of the Company and its Subsidiaries for the nine (9)
months then ended, heretofore furnished to the Bank, fairly present the
consolidated financial condition of the Company and its Subsidiaries as at said
dates and the consolidated results of their operations and cash flows for the
periods then ended in conformity with generally accepted accounting principles
applied on a consistent basis.  Neither the Company nor any Subsidiary has
contingent liabilities which are material to it other than as indicated on such
financial statements or, with respect to future periods, on the financial
statements furnished pursuant to Section 8.5 hereof.

          Section 6.6.  No Material Adverse Change.  Since September 30, 1995,
there has been no change in the condition (financial or otherwise) or business
prospects of the Company or any

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<PAGE>
 
Subsidiary except those occurring in the ordinary course of business, none of
which individually or in the aggregate constitute a Materially Adverse Effect.

          Section 6.7.  Full Disclosure.  The statements and information
furnished to the Bank in connection with the negotiation of this Agreement and
the other Loan Documents and the commitment by the Bank to provide all or part
of the financing contemplated hereby do not contain any untrue statements of a
material fact or omit a material fact necessary to make the material statements
contained herein or therein not misleading, the Bank acknowledging that as to
any projections furnished to the Bank, the Company only represents that the same
were prepared on the basis of information and estimates the Company believed to
be reasonable at the time made.

          Section 6.8.  Good Title.  The Company and its Subsidiaries each have
good and valid title to their assets as reflected on the most recent
consolidated balance sheet  of the Company and its Subsidiaries furnished to the
Bank (except for sales of assets by the Company and its Subsidiaries in the
ordinary course of business), subject to no Liens other than such thereof as are
permitted by Section 8.14 hereof.

          Section 6.9.  Litigation and Other Controversies.  Except as disclosed
on Exhibit F hereto, there is no litigation or governmental proceeding or labor
controversy pending, nor to the knowledge of the Company threatened, against the
Company or any Subsidiary which if adversely determined would result in a
Materially Adverse Effect.

          Section 6.10.  Taxes.  Except as disclosed on Exhibit F hereto, all
tax returns required to be filed by the Company or any Subsidiary in any
jurisdiction have, in fact, been filed, and all taxes, assessments, fees and
other governmental charges upon the Company or any Subsidiary or upon any of
their respective Properties, income or franchises, which are shown to be due and
payable in such returns, have been paid.  The Company does not know of any
proposed additional tax assessment against it or its Subsidiaries for which
adequate provision in accordance with GAAP has not been made on its accounts.
Adequate provisions in accordance with GAAP for taxes on the books of the
Company and each Subsidiary have been made for all open years, and for its
current fiscal period.

          Section 6.11.  Approvals.  No authorization, consent, license, or
exemption from, or filing or registration with, any court or governmental
department, agency or instrumentality, nor any approval or consent of the
stockholders of the Company or any other Person, is or will be necessary to the
valid execution, delivery or performance by the Company of this Agreement or any
other Loan Document except as have been made or obtained prior to the date
hereof.

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<PAGE>
 
          Section 6.12.  Affiliate Transactions.  Neither the Company nor any
Subsidiary is a party to any contracts or agreements with any of its Affiliates
(other than with Wholly-Owned Subsidiaries) on terms and conditions which are
less favorable to the Company or such Subsidiary than would be usual and
customary in similar contracts or agreements between Persons not affiliated with
each other.

          Section 6.13.  Investment Company; Public Utility Holding Company.
Neither the Company nor any Subsidiary is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "public utility holding company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

          Section 6.14.  ERISA.  The Company and each other member of its
Controlled Group has fulfilled its obligations under the minimum funding
standards of and is in compliance in all material respects with ERISA and the
Code to the extent applicable to it and has not incurred any liability to the
PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA.  Neither the Company nor any Subsidiary
has any contingent liabilities with respect to any post-retirement benefits
under a Welfare Plan, other than liability for continuation coverage described
in article 6 of Title I of ERISA.

          Section 6.15.  Compliance with Laws.  The Company and each of its
Subsidiaries are in compliance with the requirements of all federal, state and
local laws, rules and regulations applicable to or pertaining to their
Properties or business operations (including, without limitation, the
Occupational Safety and Health Act of 1970, the Americans with Disabilities Act
of 1990, and laws and regulations establishing quality criteria and standards
for air, water, land and toxic or hazardous wastes and substances), non-
compliance with which could result in a Materially Adverse Effect.  Neither the
Company nor any Subsidiary has received notice to the effect that its operations
are not in compliance with any of the requirements of applicable federal, state
or local environmental, health and safety statutes and regulations or are the
subject of any governmental investigation evaluating whether any remedial action
is needed to respond to a release of any toxic or hazardous waste or substance
into the environment, which non-compliance or remedial action could result in a
Materially Adverse Effect.

          Section 6.16.  Other Agreements.  Neither the Company nor any
Subsidiary is in default under the terms of any covenant, indenture or agreement
of or affecting the Company, any Subsidiary or any of their Properties, which
default if uncured would have a material adverse effect on the financial
condition, Properties, business or operations of the Company or any Subsidiary.

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<PAGE>
 
          Section 6.17. No Default. No Default or Event of Default has occurred
and is continuing.

Section 7.  Conditions Precedent.

     The obligation of the Bank to make any Loan or to issue any Letter of
Credit under this Agreement is subject to the following conditions precedent:

          Section 7.1. All Advances. As of the time of the making of each
extension of credit (including the initial extension of credit) hereunder:

                    (a) each of the representations and warranties set forth in
          Section 6 hereof and in the other Loan Documents shall be true and
          correct as of such time, except to the extent the same expressly
          relate to an earlier date;

                    (b) the Company shall be in full compliance with all of
          the terms and conditions of this Agreement and of the other Loan
          Documents, and no Default or Event of Default shall have occurred and
          be continuing or would occur as a result of making such extension of
          credit;

                    (c) after giving effect to such extension of credit the
          aggregate principal amount of all Loans and Letters of Credit
          outstanding under this Agreement shall not exceed the lesser of (i)
          the Commitment and (ii) the Borrowing Base;

                    (d) such extension of credit shall not violate any order,
          judgment or decree of any court or other authority or any provision of
          law or regulation applicable to the Bank (including, without
          limitation, Regulation U of the Board of Governors of the Federal
          Reserve System) as then in effect; and

                    (e) in the case of the issuance of any Letter of Credit, the
          Bank shall have received a properly completed Application therefor
          together with the fees called for hereby.

The Company's request for any Loan or Letter of Credit shall constitute its
warranty as to the facts specified in subsections (a) through (d), both
inclusive, above.

     Section 7.2.  Initial Advance.  At or prior to the making of the initial
extension of credit hereunder, the following conditions precedent shall also
have been satisfied:

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<PAGE>
 
               (a) the Bank shall have received the following (each to be
          properly executed and completed) and the same shall have been approved
          as to form and substance by the Bank:

                    (i)  the Note;

                    (ii) copies of resolutions of the Board of Directors or
          other appropriate body of the Company authorizing the execution and
          delivery of the Loan Documents to which it is a party, certified by
          the Secretary or Assistant Secretary of the Company and of all other
          legal documents or proceedings taken in connection with the execution
          and delivery of this Agreement and the other Loan Documents to the
          extent the Bank or its counsel may reasonably request;

                    (iii) an incumbency certificate containing the name,
          title and genuine signatures of each of the Company's Authorized
          Representatives; and

                    (iv) certified copies of the articles of incorporation or
          charter and bylaws of the Company;

               (b) the Bank shall have received the initial fees called for
          hereby;

               (c) the Bank shall have received such valuations and
          certifications as it may reasonably require in order to satisfy itself
          as to the value and computation of the Borrowing Base, the financial
          condition of the Company and its Subsidiaries, and the lack of
          material contingent liabilities of the Company and its Subsidiaries;

               (d) legal matters incident to the execution and delivery of this
          Agreement and the other Loan Documents and to the transactions
          contemplated hereby shall be reasonably satisfactory to the Bank and
          its counsel; and the Bank shall have received the favorable written
          opinion of counsel for the Company in form and substance reasonably
          satisfactory to the Bank and its counsel;

               (e) the Bank shall have received a Borrowing Base certificate in
          the form attached hereto as Exhibit B showing the computation of the
          Borrowing Base in reasonable detail as of the last day of the
          preceding fiscal month of the Company;

               (f) the Bank shall have received a good standing certificate for
          the Company (dated as of the date no earlier than thirty (30) days
          prior to the date hereof) from the office of the secretary of state of
          the state of its incorporation and each state in which it is qualified
          to do business as a foreign corporation;

                                      64
<PAGE>
 
               (g) payoff letters from the holders of indebtedness to be
          satisfied with proceeds of initial Loan hereunder together with
          releases and terminations of all liens and security interests securing
          such indebtedness, in each case reasonably satisfactory to the Bank;
          and

               (h) the Bank shall have received such other agreements,
          instruments, documents, certificates and opinions as the Bank may
          reasonably request.

Section 8.  Covenants.

     The Company agrees that, so long as any credit is available to or in use by
the Company hereunder, except to the extent compliance in any case or cases is
waived in writing by the Bank:

          Section 8.1.  Maintenance of Business.  The Company shall, and shall
cause each Subsidiary to, preserve and maintain its existence.  The Company
shall, and shall cause each Subsidiary to, preserve and keep in force and effect
all licenses, permits and franchises necessary to the proper conduct of its
business.

          Section 8.2.  Maintenance of Properties.  The Company shall maintain,
preserve and keep its property, plant and equipment in good repair, working
order and condition (ordinary wear and tear excepted) and shall from time to
time make all needful and proper repairs, renewals, replacements, additions and
betterments thereto so that at all times the efficiency thereof shall be fully
preserved and maintained, and shall cause each Subsidiary to do so in respect of
Property owned or used by it.

          Section 8.3.  Taxes and Assessments.  The Company shall duly pay and
discharge, and shall cause each Subsidiary to duly pay and discharge, all taxes,
rates, assessments, fees and governmental charges upon or against it or its
Properties, in each case before the same become delinquent and before penalties
accrue thereon, unless and to the extent that the same are being contested in
good faith and by appropriate proceedings which prevent enforcement of the
matter under contest and adequate reserves are provided therefor.

          Section 8.4.  Insurance.  The Company shall insure and keep insured,
and shall cause each Subsidiary to insure and keep insured, with good and
responsible insurance companies, all insurable Property owned by it which is of
a character usually insured by Persons similarly situated and operating like
Properties against loss or damage from such hazards and risks, and in such
amounts, as are insured by Persons similarly situated and operating like
Properties; and the Company shall insure, and shall cause each Subsidiary to
insure, such other hazards and risks (including employers' and public liability
risks) with good and responsible insurance companies as and to the extent
usually insured by Persons similarly situated and conducting similar businesses.

                                      65
<PAGE>
 
The Company shall upon request furnish to the Bank a certificate setting forth
in summary form the nature and extent of the insurance maintained pursuant to
this Section.

          Section 8.5.  Financial Reports.  The Company shall, and shall cause
each Subsidiary to, maintain a standard system of accounting in accordance with
GAAP and shall furnish to the Bank and its duly authorized representatives such
information respecting the business and financial condition of the Company and
its Subsidiaries as the Bank may reasonably request; and without any request,
shall furnish to the Bank:

                    (a) as soon as available, and in any event within twenty
          (20) days after the last day of each calendar month, a Borrowing Base
          certificate in the form attached hereto as Exhibit B showing the
          computation of the Borrowing Base in reasonable detail as of the close
          of business on the last day of such month, prepared by the Company and
          certified to by the chief financial officer of the Company;

                    (b) as soon as available, and in any event within forty-
          five (45) days after the close of each quarterly accounting period of
          the Company, a copy of the consolidated and consolidating balance
          sheet of the Company and its Subsidiaries as of the last day of such
          period and the consolidated and consolidating statements of income,
          retained earnings and cash flows of the Company and its Subsidiaries
          for the quarter and the fiscal year-to date period then ended, each in
          reasonable detail showing in comparative form the figures for the
          corresponding date and period in the previous fiscal year, prepared by
          the Company in accordance with GAAP and certified to by the President
          or chief financial officer of the Company;

                    (c) as soon as available, and in any event within one
          hundred twenty (120) days after the close of each annual accounting
          period of the Company, a copy of the consolidated balance sheet of the
          Company and its Subsidiaries as of the close of such period and the
          consolidated statements of income, retained earnings and cash flows of
          the Company and its Subsidiaries for such period, and accompanying
          notes thereto, each in reasonable detail showing in comparative form
          the figures for the previous fiscal year, accompanied by an
          unqualified opinion thereon of Ernst & Young or another firm of
          independent public accountants of recognized national standing,
          selected by the Company and satisfactory to the Bank, to the effect
          that the financial statements have been prepared in accordance with
          GAAP and present fairly in all material respects in accordance with
          GAAP the consolidated financial condition of the Company and its
          Subsidiaries as of the close of such fiscal year and the results of
          their operations and cash flows for the fiscal year then ended;

                                      66
<PAGE>
 
                    (d) within the period provided in subsection (c) above,
          the written statement of the accountants who certified the audit
          report thereby required that in the course of their audit they have
          obtained no knowledge of any Default or Event of Default, or, if such
          accountants have obtained knowledge of any such Default or Event of
          Default, they shall disclose in such statement the nature and period
          of the existence thereof;

                    (e) promptly upon the filing or making thereof, copies 
          of each filing and report made by the Company or any Subsidiary with
          or to any securities exchange or the Securities and Exchange
          Commission, and of each communication from the Company or any
          Subsidiary to shareholders generally;

                    (f) promptly after receipt thereof, any additional written
          reports, management letters or other detailed information contained in
          writing concerning significant aspects of the Company's or any
          Subsidiary's operations and financial affairs given to it by its
          independent public accountants;

                    (g) as soon as available, and in any event within thirty
          (30) days following the end of each fiscal year of the Company, a copy
          of the Company's consolidated and consolidating business plan for the
          following fiscal year, such business plan to show the Company's
          projected consolidated and consolidating revenues, expenses, and
          balance sheet on month-by-month basis, such business plan to be in
          reasonable detail prepared by the Company and in form reasonably
          satisfactory to the Bank; and

                    (h) promptly after knowledge thereof shall have come to the
          attention of any responsible officer of the Company, written notice of
          any threatened or pending litigation or governmental proceeding or
          labor controversy against the Company or any Subsidiary which, if
          adversely determined, would constitute a Materially Adverse Effect or
          of the occurrence of any Default or Event of Default hereunder.

Each of the financial statements furnished to the Bank pursuant to
subsections (b) and (c) of this Section shall be accompanied by a written
certificate in the form attached hereto as Exhibit C signed by the President or
chief financial officer of the Company to the effect that to the best of such
officer's knowledge and belief no Default or Event of Default has occurred
during the period covered by such statements or, if any such Default or Event of
Default has occurred during such period, setting forth a description of such
Default or Event of Default and specifying the action, if any, taken by the
Company to remedy the same.  Such certificate shall also set forth the
calculations supporting such statements in respect of Sections 8.7, 8.8, 8.9,
8.10, 8.11 and 8.12 of this Agreement.

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<PAGE>
 
          Section 8.6.  Inspection.  The Company shall, and shall cause each
Subsidiary to, permit the Bank and its duly authorized representatives and
agents to visit and inspect any of the Properties, corporate books and financial
records of the Company and each Subsidiary, to examine and make copies of the
books of accounts and other financial records of the Company and each
Subsidiary, and to discuss the affairs, finances and accounts of the Company and
each Subsidiary with, and to be advised as to the same by, its officers,
employees and independent public accountants (and by this provision the Company
hereby authorizes such accountants to discuss with the Bank the finances and
affairs of the Company and of each Subsidiary) at such reasonable times and
reasonable intervals as the Bank may designate.

          Section 8.7. Quick Ratio. The Company will at all times maintain a
Quick Ratio of not less than 1.0 to 1.0.

          Section 8.8.  Leverage Ratio.  The Company will at all times maintain
a ratio of Total Liabilities to Tangible Net Worth (the "Leverage Ratio") of not
more than 1.35 to 1.00.

          Section 8.9.  Tangible Net Worth.  The Company will at all times
maintain Tangible Net Worth at not less than the sum of $32,000,000 plus, on a
cumulative basis, 75% of positive Net Income for each fiscal year subsequent to
the fiscal year ended December 31, 1994.

          Section 8.10.  Net Income.  The Company will not permit Net Income to
be less than $0 for any two consecutive fiscal quarters nor will it permit any
negative Net Income for any single fiscal quarter to exceed the negative
equivalent of 10% of Tangible Net Worth.

          Section 8.11.  Interest Coverage Ratio.  The Company will, as of the
last day of each fiscal quarter of the Company, maintain the ratio of EBITDA for
the four fiscal quarters of the Company then ended to Interest Expense for the
same four fiscal quarters then ended (the "Interest Coverage Ratio") of not less
than 3.5 to 1.0.

          Section 8.12.  Capital Expenditures.  The Company will not, nor will
it permit any Subsidiary to, expend or become obligated for capital expenditures
(as determined in accordance with GAAP) in an aggregate amount in excess of
$7,000,000 during any fiscal year of the Company.

          Section 8.13.  Indebtedness for Borrowed Money.  The Company shall
not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have
outstanding any Indebtedness for Borrowed Money; provided, however, that the
foregoing shall not restrict nor operate to prevent any of the following
("Permitted Indebtedness"):

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<PAGE>
 
                    (a) the Obligations of the Company owing to the Bank and
          other indebtedness and obligations of the Company or any Subsidiary
          from time to time owing to the Bank;

                    (b) purchase money indebtedness and Capitalized Lease 
          Obligations secured by Liens permitted by Section 8.14(e) hereof in an
          aggregate amount not to exceed $7,000,000 at any one time outstanding;

                    (c) Indebtedness secured by Liens of carriers, warehousemen,
          mechanics, landlords or materialmen that constitute Permitted Liens
          under Section 8.14(a) below;

                    (d) Indebtedness in respect of liabilities permitted under
          Section 8.14(c) below; and

                    (e) unsecured term debt owed by Micro-Controle, S.A. to 
          financial institutions as of the date of this Agreement.

          Section 8.14.  Liens.  The Company shall not, nor shall it permit any
Subsidiary to, create, incur or permit to exist any Lien of any kind on any
Property owned by the Company or any Subsidiary; provided, however, that the
foregoing shall not apply to nor operate to prevent:

                    (a) Liens arising by statute in connection with worker's
          compensation, unemployment insurance, old age benefits, social
          security obligations, taxes, assessments, statutory obligations or
          other similar charges, good faith cash deposits in connection with
          tenders, contracts or leases to which the Company or any Subsidiary is
          a party or other cash deposits required to be made in the ordinary
          course of business, provided in each case that the obligation is not
          for borrowed money and that the obligation secured is not overdue or,
          if overdue, is being contested in good faith by appropriate
          proceedings which prevent enforcement of the matter under contest and
          adequate reserves have been established therefor;

                    (b) mechanics', workmen's, materialmen's, landlords',
          carriers', or other similar Liens arising in the ordinary course of
          business with respect to obligations which are not due or which are
          being contested in good faith by appropriate proceedings which prevent
          enforcement of the matter under contest;

                    (c) the pledge of assets for the purpose of securing an
          appeal, stay or discharge in the course of any legal proceeding,
          provided that the aggregate amount of liabilities of the Company and
          its Subsidiaries secured by a pledge of assets permitted under this
          subsection, including interest and penalties thereon, if any, shall
          not be in excess of $1,000,000 at any one time outstanding;

                                      69
<PAGE>
 
                    (d) the Liens existing as of the date hereof and disclosed
          on Exhibit D hereto;

                    (e) Liens on property of the Company or any of its 
          Subsidiaries created solely for the purpose of securing indebtedness
          permitted by Section 8.13(b) hereof, representing or incurred to
          finance, refinance or refund the purchase price of Property, provided
          that no such Lien shall extend to or cover other Property of the
          Company or such Subsidiary other than the respective Property so
          acquired, and the principal amount of indebtedness secured by any such
          Lien shall at no time exceed the original purchase price of such
          Property; and

                    (f) easements, right-of-way, zoning and similar restrictions
          and other similar encumbrances or title defects 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
          interfere with the ordinary conduct of the business of the Company.

          Section 8.15.  Investments, Acquisitions, Loans, Advances and
Guaranties.  The Company shall not, nor shall it permit any Subsidiary to,
directly or indirectly, make, retain or have outstanding any investments
(whether through purchase of stock or obligations or otherwise) in, or loans or
advances (other than for travel advances and other similar cash advances made to
employees in the ordinary course of business) to, any other Person, or acquire
all or any substantial part of the assets or business of any other Person or
division thereof, or be or become liable as endorser, guarantor, surety or
otherwise for any debt, obligation or undertaking of any other Person, or
otherwise agree to provide funds for payment of the obligations of another, or
supply funds thereto or invest therein or otherwise assure a creditor of another
against loss, or apply for or become liable to the issuer of a letter of credit
which supports an obligation of another, or subordinate any claim or demand it
may have to the claim or demand of any other Person; provided, however, that the
foregoing shall not apply to nor operate to prevent:

                    (a) investments in direct obligations of the United States
          of America or of any agency or instrumentality thereof whose
          obligations constitute full faith and credit obligations of the United
          States of America, provided that any such obligations shall mature
          within one year of the date of issuance thereof;

                    (b) investments in commercial paper rated at least P-1
          by Moody's Investors Services, Inc. and at least A-1 by Standard &
          Poor's Corporation maturing within 270 days of the date of issuance
          thereof;

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<PAGE>
 
                    (c) investments in certificates of deposit issued by any
          United States commercial bank having capital and surplus of not less
          than $100,000,000 which have a maturity of one year or less;

                    (d) endorsement of items for deposit or collection of 
          commercial paper received in the ordinary course of business;

                    (e) the present investments, loans and advances by the 
          Company in its Subsidiaries as disclosed on Schedule 6.2 hereof and
          additional investments, loans and advances by the Company of up to
          $12,000,000 in and to Subsidiaries;

                    (f) the Company's guarantee of the indebtedness permitted
          under Section 8.13(c) hereof;

                    (g) Acquisitions by the Company of substantially all of
          the assets of corporations or Acquisitions of Wholly-Owned Domestic
          Restricted Subsidiaries from and after the date hereof so long as (i)
          the aggregate amount of cash consideration payable in connection with
          such Acquisitions does not exceed $1,000,000, (ii) the aggregate
          amount of stock consideration payable in connection with such
          Acquisitions does not exceed $3,000,000, (iii) the Acquisition of a
          Domestic Restricted Subsidiary shall have been approved by the board
          of directors of such Person prior to such Acquisition and (iv) such
          acquired Domestic Restricted Subsidiary shall have complied with the
          provisions of Section 8.23 hereof, it being agreed that the
          acquisition of substantially all of the assets of MikroPrecision
          Instruments, Inc. by the Company shall not be subject to such limits;

                   (h) investments in the form of accounts receivable arising
          from sales of goods or services in the ordinary course of business;
          and

                   (i) investments in the form of advances or prepayments to 
          suppliers in the ordinary course of business.

In determining the amount of investments, acquisitions, loans, advances and
guarantees permitted under this Section 8.15, investments and acquisitions shall
always be taken at the original cost thereof (regardless of any subsequent
appreciation or depreciation therein), loans and advances shall be taken at the
principal amount thereof then remaining unpaid, and guarantees shall be taken at
the amount of obligations guaranteed thereby.

          Section 8.16.  Mergers, Consolidations and Sales.  The Company shall
not, nor shall it permit any Subsidiary to, be a party to any merger or
consolidation, or sell, transfer, lease or otherwise dispose of all or any
substantial part of its Property, including any disposition of a

                                      71
<PAGE>
 
substantial part of its Property as part of a sale and leaseback transaction,
or in any event sell or discount (with or without recourse) any of its notes or
accounts receivable; provided, however, that this Section shall not apply to nor
operate to prevent the Company or any Subsidiary from (a) selling its inventory
in the ordinary course of its business, (b) selling its equipment or other
tangible Property that is obsolete or no longer useful or necessary to its
business in the ordinary course of its business, or (c) selling its cash
equivalents or marketable securities in the ordinary course of its business and
in a manner consistent with its customary and usual cash management practices.
As used in this Section 8.16, a sale, lease, transfer or disposition of assets
shall be deemed to be of a "substantial part" of the Company's or any
Subsidiary's Property if the book value of such assets, when added to the book
value of all other assets sold, leased, transferred or disposed of by the
Company or such Subsidiary exceeds 5% of its tangible assets and, further
provided, that any Subsidiary of the Company may merge or consolidate with or
into or sell, lease or otherwise convey all or a substantial part of its assets
to the Company or any Wholly-Owned Domestic Restricted Subsidiary; provided
that, in any such merger or consolidation involving the Company, the Company
shall be the surviving or continuing corporation.

          Section 8.17.  Maintenance of Subsidiaries.  The Company shall not
assign, sell or transfer, or permit any Subsidiary to issue, assign, sell or
transfer, any shares of capital stock of a Subsidiary; provided that the
foregoing shall not operate to prevent the issuance, sale and transfer to any
person of any shares of capital stock of a Subsidiary solely for the purpose of
qualifying, and to the extent legally necessary to qualify, such person as a
director of such Subsidiary.

          Section 8.18.  Dividends and Certain Other Restricted Payments.  The
Company shall not during any fiscal year (a) declare or pay any dividends on or
make any other distributions in respect of any class or series of its capital
stock (other than dividends payable on its common stock of up to $.04 per share
per annum and dividends payable solely in its capital stock and repurchases of
up to 50,000 shares of its capital stock per year) or (b) directly or indirectly
purchase, redeem or otherwise acquire or retire any of its capital stock.

          Section 8.19.  ERISA.  The Company shall, and shall cause each
Subsidiary to, promptly pay and discharge all obligations and liabilities
arising under ERISA of a character which if unpaid or unperformed might result
in the imposition of a Lien against any of its Properties.  The Company shall,
and shall cause each Subsidiary to, promptly notify the Bank of (i) the
occurrence of any reportable event (as defined in ERISA) with respect to a Plan,
(ii) receipt of any notice from the PBGC of its intention to seek termination of
any Plan or appointment of a trustee therefor, (iii) its intention to terminate
or withdraw from any Plan, and (iv) the occurrence of any event with respect to
any Plan which would result in the incurrence by the Company or any Subsidiary
of any material liability, fine or penalty, or any material increase in the
contingent liability of the Company or any Subsidiary with respect to any post-
retirement Welfare Plan benefit.

                                      72
<PAGE>
 
          Section 8.20.  Compliance with Laws.  The Company shall, and shall
cause each Subsidiary to, comply in all respects with the requirements of all
federal, state and local laws, rules, regulations, ordinances and orders
applicable to or pertaining to their Properties or business operations, non-
compliance with which could result in a Materially Adverse Effect.

          Section 8.21.  Burdensome Contracts With Affiliates.  The Company
shall not, nor shall it permit any Subsidiary to, enter into any contract,
agreement or business arrangement with any of its Affiliates (other than with
Wholly-Owned Subsidiaries) on terms and conditions which are less favorable to
the Company or such Subsidiary than would be usual and customary in similar
contracts, agreements or business arrangements between Persons not affiliated
with each other.

          Section 8.22.  No Changes in Fiscal Year.  Neither the Company nor any
Subsidiary shall change its fiscal year from its present basis without the prior
written consent of the Bank.

          Section 8.23.  Formation of Subsidiaries.  Except for existing
Subsidiaries designated on Schedule 6.2 hereto, the Company shall not, nor shall
it permit any Subsidiary to, form or acquire any Subsidiary without the prior
written consent of the Bank, such consent not to be unreasonably withheld.

          Section 8.24.  Change in the Nature of Business.  The Company shall
not, and shall not permit any Subsidiary to, engage in any business or activity
if as a result the general nature of the business of the Company or any
Subsidiary would be changed in any material respect from the general nature of
the business engaged in by the Company or such Subsidiary on the date of this
Agreement.

          Section 8.25.  Limitation on Certain Restrictions on Subsidiaries.
The Company will not, and will not permit any of its Subsidiaries to, directly
or indirectly, create or otherwise permit to exist or become effective any Lien
or restriction on the ability of any such Subsidiary to (a) pay dividends or
make any other distributions on its capital stock or any other interest or
participation in profits owned by the Company or any Subsidiary or pay any
indebtedness owed to the Company or (b) make loans or advances to the Company or
any of its Subsidiaries, except for such Liens or restrictions existing under or
by reason of (i) applicable law or (ii) this Agreement and the other Loan
Documents.

Section 9.  Events of Default and Remedies.

     Section 9.1.  Events of Default.  Any one or more of the following shall
constitute an "Event of Default" hereunder:

                                      73
<PAGE>
 
                    (a) default in the payment when due of all or any part of
          any Obligation payable by the Company hereunder or under any other
          Loan Document (whether at the stated maturity thereof or at any other
          time provided for in this Agreement), or default shall occur in the
          payment when due of any other indebtedness or obligation (whether
          direct, contingent or otherwise) of the Company owing to the Bank; or

                    (b) default in the observance or performance of any
          covenant set forth in Sections 8.7 through 8.12 or 8.16, 8.18, 8.19,
          8.24 or 8.25 hereof; or

                    (c) default in the observance or performance of any other
          provision hereof or of any other Loan Document which is not remedied
          within thirty (30) days after the earlier of (i) the date on which
          such failure shall first become known to any officer of the Company or
          (ii) written notice thereof is given to the Company by the Bank; or
   
                    (d) any representation or warranty made by the Company 
          herein or in any other Loan Document, or in any statement or
          certificate furnished by it pursuant hereto or thereto, or in
          connection with any extension of credit made hereunder, proves untrue
          in any material respect as of the date of the issuance or making
          thereof; or

                    (e) any event occurs or condition exists (other than
          those described in subsections (a) through (d) above) which is
          specified as an event of default under any of the other Loan
          Documents, or any of the Loan Documents shall for any reason not be or
          shall cease to be in full force and effect, or any of the Loan
          Documents is declared to be null and void, or the Company or any
          Person acting on its behalf or any shall challenge the validity of any
          Loan Document or the obligations of the Company thereunder; or

                    (f) default shall occur under any Indebtedness for Borrowed
          Money in an aggregate principal amount of $500,000 or more issued,
          assumed or guaranteed by the Company or any Subsidiary, or under any
          indenture, agreement or other instrument under which the same may be
          issued, and such default shall continue for a period of time
          sufficient to permit the acceleration of the maturity of any such
          Indebtedness for Borrowed Money (whether or not such maturity is in
          fact accelerated), or any such Indebtedness for Borrowed Money shall
          not be paid when due (whether by lapse of time, acceleration or
          otherwise); or

                    (g) any judgment or judgments, writ or writs, or warrant or
          warrants of attachment, or any similar process or processes in an
          aggregate amount in excess of $500,000 shall be entered or filed
          against the Company or any Subsidiary or against any of their Property
          and which remains unvacated, unbonded, unstayed or unsatisfied for a
          period of thirty (30) days; or

                                      74
<PAGE>
 
                    (h) the Company or any member of its Controlled Group 
          shall fail to pay when due an amount or amounts aggregating in excess
          $250,000 which it shall have become liable to pay to the PBGC or to a
          Plan under Title IV of ERISA; or notice of intent to terminate a Plan
          or Plans having aggregate Unfunded Vested Liabilities in excess of
          $250,000 (collectively, a "Material Plan") shall be filed under
          Title IV of ERISA by the Company or any other member of its Controlled
          Group, any plan administrator or any combination of the foregoing; or
          the PBGC shall institute proceedings under Title IV of ERISA to
          terminate or to cause a trustee to be appointed to administer any
          Material Plan or a proceeding shall be instituted by a fiduciary of
          any Material Plan against the Company or any member of its Controlled
          Group to enforce Section 515 or 4219(c)(5) of ERISA and such
          proceeding shall not have been dismissed within thirty (30) days
          thereafter; or a condition shall exist by reason of which the PBGC
          would be entitled to obtain a decree adjudicating that any Material
          Plan must be terminated; or

                   (i) dissolution or termination of the existence of the 
          Company or any Subsidiary; or

                   (j) the Company or any Restricted Subsidiary shall (i) have
          entered involuntarily against it an order for relief under the United
          States Bankruptcy Code, as amended, (ii) not pay, or admit in writing
          its inability to pay, its debts generally as they become due, (iii)
          make an assignment for the benefit of creditors, (iv) apply for, seek,
          consent to, or acquiesce in, the appointment of a receiver, custodian,
          trustee, examiner, liquidator or similar official for it or any
          substantial part of its Property, (v) institute any proceeding seeking
          to have entered against it an order for relief under the United States
          Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking
          dissolution, winding up, liquidation, reorganization, arrangement,
          adjustment or composition of it or its debts under any law relating to
          bankruptcy, insolvency or reorganization or relief of debtors or fail
          to file an answer or other pleading denying the material allegations
          of any such proceeding filed against it, (vi) take any corporate
          action in furtherance of any matter described in parts (i) through (v)
          above, or (vii) fail to contest in good faith any appointment or
          proceeding described in Section 9.1(k) hereof; or

                  (k) a custodian, receiver, trustee, examiner, liquidator or
          similar official shall be appointed for the Company or any Restricted
          Subsidiary or any substantial part of any of their Property, or a
          proceeding described in Section 9.1(j)(v) shall be instituted against
          the Company or any Restricted Subsidiary, and such appointment
          continues undischarged or such proceeding continues undismissed or
          unstayed for a period of sixty (60) days.

                                      75
<PAGE>
 
          Section 9.2.  Non-Bankruptcy Defaults.  When any Event of Default
described in subsection (a) through (i), both inclusive, of Section 9.1 has
occurred and is continuing, the Bank may, by notice to the Company, take one or
more of the following actions:

                    (a) terminate the obligation of the Bank to extend any
          further credit hereunder on the date (which may be the date thereof)
          stated in such notice;

                    (b) declare the principal of and the accrued interest on
          the Note to be forthwith due and payable and thereupon the Note,
          including both principal and interest and all fees, charges and other
          Obligations payable hereunder and under the other Loan Documents,
          shall be and become immediately due and payable without further
          demand, presentment, protest or notice of any kind; and

                    (c) enforce any and all rights and remedies available to it
          under the Loan Documents or applicable law.

          Section 9.3.  Bankruptcy Defaults.  When any Event of Default
described in subsection (j) or (k) of Section 9.1 has occurred and is
continuing, then the Note, including both principal and interest, and all fees,
charges and other Obligations payable hereunder and under the other Loan
Documents, shall immediately become due and payable without presentment, demand,
protest or notice of any kind, and the obligation of the Bank to extend further
credit pursuant to any of the terms hereof shall immediately terminate.  In
addition, the Bank may exercise any and all remedies available to it under the
Loan Documents or applicable law.

          Section 9.4.  Collateral for Undrawn Letters of Credit.   When any
Event of Default, other than an Event of Default described in subsection (j) or
(k) of Section 9.1, has occurred and is continuing, the Company shall, upon
demand of the Bank, and when any Event of Default described in subsection (j) or
(k) of Section 9.1 has occurred the Company shall, without notice or demand from
the Bank, immediately pay to the Bank the full amount of each Letter of Credit
then outstanding, the Company agreeing to immediately make such payment and
acknowledging and agreeing that the Bank would not have an adequate remedy at
law for failure of the Company to honor any such demand and that the Bank shall
have the right to require the Company to specifically perform such undertaking
whether or not any draws have been made under any such Letters of Credit.

Section 10.  Miscellaneous.

          Section 10.1.  Non-Business Day.  If any payment hereunder becomes due
and payable on a day which is not a Business Day, the due date of such payment
shall be extended to the next succeeding Business Day on which date such payment
shall be due and payable.  In the case of

                                      76
<PAGE>
 
any payment of principal falling due on a day which is not a Business Day,
interest on such principal amount shall continue to accrue during such extension
at the rate per annum then in effect, which accrued amount shall be due and
payable on the next scheduled date for the payment of interest.

          Section 10.2.  No Waiver, Cumulative Remedies.  No delay or failure on
the part of the Bank or on the part of the holder of the Obligations in the
exercise of any power or right shall operate as a waiver thereof or as an
acquiescence in any default, nor shall any single or partial exercise of any
power or right preclude any other or further exercise thereof or the exercise of
any other power or right.  The rights and remedies hereunder of the Bank and of
the holder of the Obligations are cumulative to, and not exclusive of, any
rights or remedies which any of them would otherwise have.

          Section 10.3.  Amendments, Etc.  No amendment, modification,
termination or waiver of any provision of this Agreement or of any other Loan
Document, nor consent to any departure by the Company therefrom, shall in any
event be effective unless the same shall be in writing and signed by the Bank
and the Company.  No notice to or demand on the Company in any case shall
entitle the Company to any other or further notice or demand in similar or other
circumstances.

          Section 10.4.  Costs and Expenses.  The Company agrees to pay on
demand the reasonable costs and expenses of the Bank in connection with the
negotiation, preparation, execution and delivery of this Agreement, the other
Loan Documents and the other instruments and documents to be delivered hereunder
or thereunder, and in connection with the transactions contemplated hereby or
thereby, and in connection with any consents hereunder or waivers or amendments
hereto or thereto, including the fees and expenses of Messrs. Chapman and
Cutler, counsel for the Bank, with respect to all of the foregoing (whether or
not the transactions contemplated hereby are consummated).  The Company further
agrees to pay to the Bank or any other holder of the Obligations all costs and
expenses (including court costs and attorneys' fees), if any, incurred or paid
by the Bank or any other holder of the Obligations in connection with any
Default or Event of Default or in connection with the enforcement of this
Agreement or any of the other Loan Documents or any other instrument or document
delivered hereunder or thereunder.  The Company further agrees to indemnify the
Bank, and any security trustee, and their respective directors, officers and
employees, against all losses, claims, damages, penalties, judgments,
liabilities and expenses (including, without limitation, all expenses of
litigation or preparation therefor, whether or not the indemnified Person is a
party thereto) which any of them may pay or incur arising out of or relating to
any Loan Document or any of the transactions contemplated thereby or the direct
or indirect application or proposed application of the proceeds of any extension
of credit made available hereunder, other than those which arise from the gross
negligence or willful misconduct of the party claiming indemnification.  The
Company, upon demand by the Bank at any time, shall reimburse the Bank for any
legal or other expenses incurred 

                                      77
<PAGE>
 
in connection with investigating or defending against any of the foregoing
except if the same is directly due to the gross negligence or willful misconduct
of the party to be indemnified. The obligations of the Company under this
Section 10.4 shall survive the termination of this Agreement.

          Section 10.5.  Documentary Taxes.  The Company agrees to pay on demand
any documentary, stamp or similar taxes payable in respect of this Agreement or
any other Loan Document, including interest and penalties, in the event any such
taxes are assessed, irrespective of when such assessment is made and whether or
not any credit is then in use or available hereunder.

          Section 10.6.  Survival of Representations.  All representations and
warranties made herein or in any of the other Loan Documents or in certificates
given pursuant hereto or thereto shall survive the execution and delivery of
this Agreement and the other Loan Documents, and shall continue in full force
and effect with respect to the date as of which they were made as long as any
credit is in use or available hereunder.

          Section 10.7.  Survival of Indemnities.  All indemnities and other
provisions relative to reimbursement to the Bank of amounts sufficient to
protect the yield of the Bank with respect to the Loans, including, but not
limited to, Sections 2.7 and 2.9 hereof, shall survive the termination of this
Agreement and the payment of the Note.

          Section 10.8.  Notices.  Except as otherwise specified herein, all
notices hereunder shall be in writing (including cable, telecopy or telex) and
shall be given to the relevant party at its address, telecopier number or telex
number set forth below, or such other address, telecopier number or telex number
as such party may hereafter specify by notice to the other given by United
States certified or registered mail, by telecopy or by other telecommunication
device capable of creating a written record of such notice and its receipt.
Notices hereunder shall be addressed:

               to the Company at:
               Newport Corporation
               1791 Deere Avenue
               Irvine, California  92714
               Attention:  Robert C. Hewitt
               Telephone:  (714) 253-1405
               Telecopy:   (714) 253-1671
               Telex:  n/a

               to the Bank at:
               ABN AMRO Bank N.V.


                                      78
<PAGE>
 
               Los Angeles International Branch
               300 South Grand Avenue
               Suite 1115
               Los Angeles, California  90071-7519
               Attention:  Mr. John A. Miller
               Telephone:  (213) 687-2072
               Telecopy:   (213) 687-2061
               Telex:  n/a

Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section 10.8 and a confirmation of such telecopy has been
received by the sender, (ii) if given by telex, when such telex is transmitted
to the telex number specified in this Section 10.8 and the answer back is
received by sender, (iii) if given by mail, five (5) days after such
communication is deposited in the mail, certified or registered with return
receipt requested, addressed as aforesaid or (iv) if given by any other means,
when delivered at the addresses specified in this Section 10.8; provided that
any notice given pursuant to Section 1 or Section 2 hereof shall be effective
only upon receipt.

          Section 10.9.  Headings.  Section headings used in this Agreement are
for convenience of reference only and are not a part of this Agreement for any
other purpose.

          Section 10.10.  Severability of Provisions.  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 or
affecting the validity or enforceability of such provision in any other
jurisdiction.

          Section 10.11.  Counterparts.  This Agreement may be executed in any
number of counterparts, and by different parties hereto on separate counterpart
signature pages, and all such counterparts taken together shall be deemed to
constitute one and the same instrument.

          Section 10.12.  Binding Nature, Governing Law, Etc.  This Agreement
shall be binding upon the Company and its successors and assigns, and shall
inure to the benefit of the Bank and the benefit of its successors and assigns,
including any subsequent holder of the Obligations.  The Company may not assign
its rights hereunder without the written consent of the Bank.  This Agreement
constitutes the entire understanding of the parties with respect to the subject
matter hereof and any prior agreements, whether written or oral, with respect
thereto are superseded hereby.  THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.

                                      79
<PAGE>
 
          Section 10.13.  Submission to Jurisdiction; Appointment of Agent for
Process; Waiver of Jury Trial.  The Company hereby submits to the nonexclusive
jurisdiction of the Federal or State courts sitting in Orange County, California
for purposes of all legal proceedings arising out of or relating to this
Agreement, the other Loan Documents or the transactions contemplated hereby or
thereby.  The Company irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the venue
of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
THE COMPANY AND THE BANK EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

     Upon your acceptance hereof in the manner hereinafter set forth, this
Agreement shall constitute a contract between us for the uses and purposes
hereinabove set forth.

     Dated as of this 20th day of December, 1995.



                                     Newport Corporation

                                     By:
                                         Name:_______________________________

                                         Title:______________________________


     Accepted and agreed to at Chicago, Illinois as of the day and year last
above written.

                                     ABN AMRO Bank N.V., Los Angeles
                                         International Branch

                                     By:
                                         Name:_______________________________

                                         Title:______________________________


                                      80
<PAGE>
 
                                   EXHIBIT A

                              NEWPORT CORPORATION
                             REVOLVING CREDIT NOTE

                                                               Chicago, Illinois
$15,000,000                                                    December 20, 1995

     On the Termination Date, for value received, the undersigned, Newport
Corporation, a Nevada corporation (the "Company"), hereby promises to pay to the
order of ABN AMRO Bank N.V. (the "Bank") at its office at 300 South Grand
Avenue, Los Angeles, California, the principal sum of (i) Fifteen Million and
no/100 Dollars ($15,000,000), or (ii) such lesser amount as may at the time of
the maturity hereof, whether by acceleration or otherwise, be the aggregate
unpaid principal amount of all Loans owing from the Company to the Bank under
the Revolving Credit provided for in the Credit Agreement hereinafter mentioned.

     This Note evidences Loans made and to be made to the Company by the Bank
under the Revolving Credit provided for under that certain Credit Agreement
dated as of December 20, 1995 between the Company and the Bank (said Credit
Agreement, as the same may be amended, modified or restated from time to time,
being referred to herein as the "Credit Agreement"), and the Company hereby
promises to pay interest at the office described above on such Loans evidenced
hereby at the rates and at the times and in the manner specified therefor in the
Credit Agreement.

     Each Loan made under the Revolving Credit against this Note, any repayment
of principal hereon, the status of each such Loan from time to time as part of
the Domestic Rate Portion or a LIBOR Portion and, in the case of any Fixed Rate
Portion, the interest rate and Interest Period applicable thereto shall be
endorsed by the holder hereof on a schedule to this Note or recorded on the
books and records of the holder hereof (provided that such entries shall be
endorsed on a schedule to this Note prior to any negotiation hereof).  The
Company agrees that in any action or proceeding instituted to collect or enforce
collection of this Note, the entries endorsed on a schedule to this Note or
recorded on the books and records of the holder hereof shall be prima facie
evidence of the unpaid principal balance of this Note, the status of each Loan
from time to time as part of the Domestic Rate Portion or a LIBOR Portion and,
in the case of any Fixed Rate Portion, the interest rate and Interest Period
applicable thereto.

     This Note is issued by the Company under the terms and provisions of the
Credit Agreement and this Note and the holder hereof are entitled to all of the
benefits and security 

                                      81
<PAGE>
 
provided for thereby or referred to therein, to which reference is hereby made
for a statement thereof. This Note may be declared to be, or be and become, due
prior to its expressed maturity, voluntary prepayments may be made hereon, and
certain prepayments are required to be made hereon, all in the events, on the
terms and with the effects provided in the Credit Agreement. All capitalized
terms used herein without definition shall have the same meanings herein as such
terms are defined in the Credit Agreement.

     The Company hereby promises to pay all costs and expenses (including
attorneys' fees) suffered or incurred by the holder hereof in collecting this
Note or enforcing any rights in any collateral therefor.  The Company hereby
waives presentment for payment and demand.  THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                                     Newport Corporation

                                     By:
                                         Name:_______________________________

                                         Title:______________________________

                                      82
<PAGE>
 
                                   EXHIBIT B

                           BORROWING BASE CERTIFICATE


To:  ABN AMRO Bank N.V.

     Pursuant to the terms of the Credit Agreement dated as of December 20, 1995
between us (the "Credit Agreement"), we submit this Borrowing Base Certificate
to you and certify that the information set forth below and on any attachments
to this certificate is true, correct and complete as of the date of this
certificate.

I.   Borrowing Base calculations

<TABLE>
<CAPTION>
     A.  Accounts in Borrowing Base
<S>  <C>                               <C>
         1.  Gross Accounts            _________ 
                                          A1

         2.  Less Ineligible Accounts  _________  
                                          A1
 
         3.  Eligible Accounts         _________
             (line A1 minus line A2)      A3
 
         4.  Accounts in Borrowing Base
                                       ========= 
             (line A3 x .80)              A4
 
II.  Borrowing Base
                                       ========= 
             (Line A4)                    II
 
III. Revolving Credit Outstanding
 
     A.  Loans                         _________
 
     B.  Letters of Credit             _________
</TABLE> 

                                      83
<PAGE>
 
     Total Revolving Credit Outstanding
          (line III A plus III B) 
                                   =========        
                                      III

IV.  Unused Availability
          (line II minus line III) 
                                   =========
                                      IV
          

     Dated as of this ___________ day of __________________, 19____.

                             ___________________________________________________

                             ______________________________, ___________________
                                    (Type or Print Name)        (Title)

                                      84
<PAGE>
 
                                   EXHIBIT C

                             COMPLIANCE CERTIFICATE

     This Compliance Certificate is furnished to ABN AMRO Bank N.V. (the "Bank")
pursuant to that certain Credit Agreement dated as of December 20, 1995, by and
between Newport Corporation (the "Company") and the Bank (the "Credit
Agreement").  Unless otherwise defined herein, the terms used in this Compliance
Certificate have the meanings ascribed thereto in the Credit Agreement.

     The Undersigned hereby certifies that:

               1.   I am the duly elected ____________________________ of the
     Company;

               2.   I have reviewed the terms of the Credit Agreement and I
     have made, or have caused to be made under my supervision, a detailed
     review of the transactions and conditions of the Company and its
     Subsidiaries during the accounting period covered by the attached financial
     statements;

               3.   The examinations described in paragraph 2 did not disclose,
     and I have no knowledge of, the existence of any condition or the
     occurrence of any event which constitutes a Default or Event of Default
     during or at the end of the accounting period covered by the attached
     financial statements or as of the date of this Certificate, except as set
     forth below;

               4.   The financial statements required by Section 8.5 of the
     Credit Agreement and being furnished to you concurrently with this
     certificate are, to the best of my knowledge, true, correct and complete as
     of the dates and for the periods covered thereby; and

               5.   The Attachment hereto sets forth financial data and
     computations evidencing the Company's compliance with certain covenants of
     the Credit Agreement, all of which data and computations are, to the best
     of my knowledge, true, complete and correct and have been made in
     accordance with the relevant Sections of the Credit Agreement.

                                      85
<PAGE>
 
     Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Company has taken, is taking, or proposes to
take with respect to each such condition or event:

 ______________________________________________________________________
 ______________________________________________________________________
 ______________________________________________________________________
 ______________________________________________________________________

     The foregoing certifications, together with the computations set forth in
the Attachment hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this _________ day of
__________________, 19___.

 
                             ___________________________________________________

                             ______________________________, ___________________
                                    (Type or Print Name)        (Title)


                                      86
<PAGE>
 
                     ATTACHMENT TO COMPLIANCE CERTIFICATE
                              NEWPORT CORPORATION

                 Compliance Calculations for Credit Agreement
                         Dated as of December 20, 1995
                    Calculations as of _____________, 19___

------------------------------------------------------------------------------
 
A.   Quick Ratio (Section 8.7)
     -------------------------

     1. Current assets                                    $__________
                                                               A1

     2. Inventory                                         $__________
                                                               A2

     3. Line A1 minus Line A2                             $__________
                                                               A3

     4. Current liabilities (excluding Loans)             $__________
                                                               A4

     5. Ratio of Line A3 to Line A4                       ______: 1.0


     6. Line A5 ratio must not be less than                 1.0 : 1.0

        Company in compliance?                               yes/no


B.   Tangible Net Worth (Section 8.9)
     --------------------------------

     1. Total shareholder's equity                        $__________
                                                               B1

     2. Sum of:
 
        (i)   intangibles            $___________

        (ii)  write-up of assets     $___________         $__________
                                                               B2

                                      87
<PAGE>
 
   3.  Line B1 minus Line B2                                $=========
       (Tangible Net Worth)                                     B3

   4.  Line B3 must be greater than or equal to             $_________

       Company in compliance?                                 yes/no

C. Leverage Ratio (Section 8.8)
   ----------------------------

   1.  Total liabilities                                    $_________
                                                                C1

   2.  Tangible Net Worth (line B3 above)                   $_________
                                                                C2

   3.  Ratio of Line C1 to Line C2                          _____: 1.0

   4.  Line C3 ratio must not be greater than               1.35 : 1.0

       Company in compliance?                                 yes/no

D. Interest Coverage Ratio (Section 8.11)
   --------------------------------------

   1.  Net Income for past 4 quarters                       $_________
                                                                D1

   2.  Interest Expense for past 4 quarters                 $_________
                                                                D2

   3.  Federal, state and local income                      $_________
       taxes for past 4 quarters                                D3

   4.  Depreciation and amortization for                    $_________
       past 4 quarters                                          D4

   5.  Add Lines D1, D2, D3 and D4                          $=========
       (EBITDA)                                                 D5


                                      88
<PAGE>
 
   6.  Ratio of Line D5 to Line D2                              _____: 1.0

   7.  Line D6 ratio must not be less than                       3.5 : 1.0

       Company in compliance?                                     yes/no

E. Net Income (Section 8.10)
   -------------------------

   1.  Net Income for past quarter                              __________
                                                                    E1

   2.  Net Income for fiscal quarter preceding                  __________
       Line E1 quarter                                              E2

   3.  10% of Tangible Net Worth (Line B3 above)                __________
                                                                    E3
   4.  Line E1 amount must not exceed Line E3

   5.  Line E2 amount must exceed $0
   
       Company in compliance?                                     yes/no

F. Capital Expenditures (Section 8.12)
   -----------------------------------

   1.  Capital expenditures fiscal year to date                 __________
                                                                    F1
   2.  Line F1 amount must not exceed $7,000,000

       Company in compliance?                                     yes/no


                                      89
<PAGE>
 
                                   EXHIBIT D

                                PERMITTED LIENS



                                      90
<PAGE>
 
                                  SCHEDULE 6.2

                                  SUBSIDIARIES
<TABLE>
<CAPTION>
                                                                                    Amount of             Interco.
                                             Jurisdiction of     Percentage         Investment            Loans at
                  Name                        Incorporation      Ownership          (9/30/95)             9/30/95
<S>                                         <C>                  <C>               <C>                  <C>
Micro-Controle Benelux S.A.                      Belgium            100*                43,000                   -

Light Control Instruments, Inc.                California           100                      -                   -

Newport Domestic International Sales           California           100                      -                   -
 Corp. (Inactive)

Newport European Distribution Company          California           100              9,000,000                   -

Newport Government Systems, Inc.               California           100                      -                   -
 (Inactive)

RAM Optical Instrumentation, Inc.              California           100                      -                   -

Newport Instruments Canada Corporation           Canada             100                      -                   -

MC Holding S.A.                                  France             100*             1,016,000           9,948,000

Micro-Controle S.A./(1)/                         France             100*                     -          16,461,000

Micro-Controle GmbH                              Germany            100                 70,000                   -

Newport GmbH                                     Germany            100                771,000           1,601,000

Micro-Controle Italia                             Italy             100                710,000                   -

Newport BV                                     Netherlands          100                 25,000             213,000

Klinger Scientific Corporation                  New York            100              1,578,000                   -

Newport Instruments AG                         Switzerland          100                 43,000             461,000

Newport Taiwan                                   Taiwan             100                185,000                   -

Micro-Controle Holdings Ltd.                 United Kingdom         100                      -                   -
</TABLE>

                                      91
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                    Amount of             Interco.
                                             Jurisdiction of     Percentage         Investment            Loans at
                  Name                        Incorporation      Ownership          (9/30/95)             9/30/95
<S>                                        <C>                   <C>              <C>                 <C>
 (Inactive)/(2)/

Micro-Controle Ltd.                          United Kingdom        100                     -                    -
 (Inactive)/(2)/

Micro-Controle UK Ltd.                       United Kingdom        100                     -                    -
 (Inactive)/(2)/

Newport Ltd.                                 United Kingdom        100             1,254,000              236,000

Newport Foreign Sales                      U.S. Virgin Islands     100                     -                    -
 Corporation

MPI Acquisition Corp.                            Nevada            100                     -                    -
</TABLE>

*  Director's Shares exist for Micro-Controle Benelux S.A., MC Holding S.A. and
   Micro-Controle S.A.

/(1)/Owned directly by MC Holding S.A.

/(2)/Owned directly by Newport Ltd.

                                      92