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                                                                    Exhibit 4.16

                                    AMENDMENT
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          AMENDMENT (this "Amendment"), dated as of October 26, 2001, among
UNITED DEFENSE INDUSTRIES, INC., a Delaware corporation (the "Borrower"), the
lenders from time to time party to the Credit Agreement referred to below (the
"Lenders"), CITICORP USA INC., THE BANK OF NOVA SCOTIA and CREDIT LYONNAIS NEW
YORK BRANCH, as Documentation Agents (the "Documentation Agents"), LEHMAN
COMMERCIAL PAPER INC. as Syndication Agent (the "Syndication Agent") and BANKERS
TRUST COMPANY, as Administrative Agent (the "Administrative Agent"). Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, the Borrower, the Lenders, the Documentation Agents, the
Syndication Agent and the Administrative Agent are parties to a Credit
Agreement, dated as of August 13, 2001 (as in effect on the date hereof, the
"Credit Agreement"); and

          WHEREAS, the parties hereto wish to amend the Credit Documents as
herein provided;

          NOW, THEREFORE, it is agreed:

          1.   Section 7.12 of the Credit Agreement is hereby amended by
changing the reference to "90 days" therein to read "180 days".

          2.   In order to induce the Lenders to enter into this Amendment, the
Borrower hereby represents and warrants that:

          (a)  no Default or Event of Default exists as of the Effective Date
(as hereinafter defined), both before and after giving effect to this Amendment;
and

          (b)  all of the representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects as of the Effective Date, with the same effect as though such
representations and warranties had been made on and as of the Effective Date (it
being understood that any representation or warranty made as of a specific date
shall be true and correct in all material respects as of such specific date).

          3.   This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or of any other Credit Document.

          4.   This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.

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          5.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

          6.  From and after the Effective Date, all references in the Credit
Agreement and each of the other Credit Documents to the Credit Agreement shall
be deemed to be references to the Credit Agreement as modified hereby.

          7.  This Amendment shall become effective as of the date hereof once
each of the Borrower and the Required Lenders shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have delivered
(including by way of facsimile transmission) the same to the Administrative
Agent at the Notice Office.