Common use of STATEMENT OF PURPOSE Clause in Contracts

STATEMENT OF PURPOSE. The Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 28, 2001 (as amended by the First Amendment, dated as of March 26, 2002, as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower, the Lenders, the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions of this Agreement, the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;

STATEMENT OF PURPOSE. The BorrowerMortgagor executed and delivered to the Mortgagee a Leasehold Mortgage dated as of July 21, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry (as amended, restated or otherwise modified, the Lenders "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the Administrative Agent are parties to lenders party thereto (the "Original Lenders"), and First Union as administrative agent, entered into a Credit Agreement dated as of September 28July 21, 2001 1995 (as amended amended, the "Original Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the First AmendmentMortgagor and such affiliates in favor of the Original Lenders, dated and such other documents as of March 26, 2002may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as amended herebyBorrowers, the Lenders, and First Union, as may be Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date (as further amended, restated, supplemented restated or otherwise modified from time to timemodified, the "Amended and Restated Credit Agreement"), by providing for Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) and among the Borrowerother modifications set forth therein. The Mortgagor, such Affiliates thereof, the Lenders, the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions of this Agreement, the Administrative Agent Mortgagee and the Lenders are willing desire by this instrument to agree modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to the requested waivers, consents and amendments;following amendment of the Leasehold Mortgage:

STATEMENT OF PURPOSE. The Borrower, Pursuant to the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 28April 30, 2001 1997 (as amended supplemented by the First Amendment, Joinder Agreement No. 1 dated as of March 26June 11, 20021997, as amended herebysupplemented by the consent and waiver letter dated November 14, 1997, and as may be further amended, restated, supplemented or otherwise modified from time to timemodified, the "Credit Agreement"), ) by and among the BorrowerBorrowers, the LendersLenders party thereto. the Administrative Agent and the Co-Agent, the Administrative Lenders agreed to extend certain loans to the Borrowers as more particularly described therein. Pursuant to the Purchase and Sale Agreement dated as of October 24, 1997 (the "Purchase and Sale Agreement") by and among ShoLodge and certain of its Subsidiaries (the "Sellers") and Hospitality Properties Trust (the "Purchaser"), the Sellers have agreed to sell, and the Purchaser has agreed to purchase, certain properties, and the Sellers have agreed to assign, and the Purchaser has agreed to assume, certain interests under a ground lease, as more particularly described therein. Pursuant to the Agreement to Lease dated as of October 24, 1997 (the "Agreement to Lease" and together with the Purchase and Sale Agreement, the "Primary Sale-Leaseback Agreements") by and between ShoLodge and the Purchaser, HPT Suite Properties Trust, a Wholly-Owned Subsidiary of the Purchaser (the "Landlord"), has agreed to lease to Suite Tenant, Inc.. a Wholly-Owned Subsidiary of ShoLodge (the "Tenant"), and the Tenant has agreed to lease from the Landlord, certain properties as more particularly described therein. In connection with the Primary Sale-Leaseback Agreements, the following documents (substantially in the form attached as Exhibits to the Agreement to Lease) were executed: (i) the Lease Agreement dated as of November 19, 1997 (the "Lease") by and between the Landlord and the Tenant, (it) the Security Agreement dated as of November 19, 1997 (the "Security Agreement") by and between the Landlord and the Tenant, (iii) the Assignment and Security Agreement dated as of November 19, 1997 (the "Assignment and Security Agreement") by and between the Landlord and the Tenant, (iv) the Stock Pledge dated as of November 19, 1997 (the "Pledge") made by ShoLodge in favor of the Landlord and (v) the Limited Guaranty Agreement dated as of November 19, 1997 (the "Guaranty Agreement", and together with the Lease, the Security Agreement, the Assignment and Security Agreement, the Pledge and the Guaranty Agreement, the "Additional Sale-Leaseback Agreements") made by ShoLodge in favor of the Landlord. The Primary Sale-Leaseback Agreements and the Additional Sale-Leaseback Agreements shall be collectively referred to as the "Sale-Leaseback Agreements". In connection with the series of transactions set forth in Sale-Leaseback Agreements (the "Sale-Leaseback Transactions"), ShoLodge has created the Tenant for the purpose of leasing certain properties from the Landlord. The Borrowers have requested, and the Agent, TD Securities (USA) Inc., as Syndication the Co-Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended agreed, to amend the Credit Agreement to provide for, among other matters, (i) the confirmation and acceptance of the Sale-Leaseback Transactions, (it) certain credit facilities amendments to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") financial covenants provided for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 Article IX of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (ciii) amend the Credit Agreement in certain respects as more fully described below; Subject other amendments provided for herein, said amendment being pursuant to the terms and conditions of this Agreement, the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;First Amendment.

STATEMENT OF PURPOSE. The Borrower, Pursuant to the Lenders and the Administrative Agent are parties to a Credit Pledge Agreement dated as of September 28October 14, 2001 1998 (as amended by previously amended, restated or otherwise modified, the "INITIAL PLEDGE AGREEMENT"), the Company, the Pledgors and the Issuers party thereto granted a security interest in the collateral referred to therein in order to secure the obligations under the Initial Credit Agreement. Pursuant to the First AmendmentAmended and Restated Credit Agreement, the Pledgors and the Issuers party thereto entered into the Amended and Restated Pledge Agreement dated as of March 26November 3, 20021999 (the "FIRST AMENDED AND RESTATED PLEDGE AGREEMENT"), whereby the parties thereto agreed to modify the Initial Pledge Agreement in certain respects as amended herebyreflected in therein. Pursuant to the Second Amended and Restated Credit Agreement, the Pledgors and the Issuers party thereto entered into the Second Amended and Restated Pledge Agreement dated as may be of August 1, 2000 (the "SECOND AMENDED AND RESTATED PLEDGE AGREEMENT"), whereby the parties thereto agreed to modify the First Amended and Restated Pledge Agreement in certain respects as reflected in therein. Pursuant to the Third Amended and Restated Credit Agreement of even date herewith (as further amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit AgreementCREDIT AGREEMENT"), by and among the BorrowerChoice One Communications Inc., as Guarantor, its Subsidiaries party thereto, as Borrowers, the Lenders, the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bankthe other Agents party thereto, N.A., as Documentation Agent pursuant to which the Lenders have extended certain agreed to modify the Second Amended and Restated Credit Agreement as more specifically described in the Credit Agreement. The Credit Facilities described in the Credit Agreement represent a continuation of the existing credit facilities provided to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 Borrowers pursuant to the Asset Sale Purchase Initial Credit Agreement, the First Amended and Restated Credit Agreement dated and the Second Amended and Restated Credit Agreement, subject to the addition of two term loan facilities and certain other amendments as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement. The Credit Facilities have been and continue to be secured by, Section 11.8 of among other things, the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given Initial Pledge Agreement, as amended and restated by the Required Lenders First Amended and Section 11.3 of the Credit Restated Pledge Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated as further amended and restated by the Seller Note without the consent of the Required LendersSecond Amended and Restated Pledge Agreement. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions of this AgreementPledgors, the Administrative Agent and the Lenders are willing have determined to agree modify the Second Amended and Restated Pledge Agreement in certain respects, and for ease of reference have elected to incorporate such modifications in this Pledge Agreement which is an amendment and restatement of such Second Amended and Restated Pledge Agreement. This Pledge Agreement continues the pledge and grant of security interests under the Initial Pledge Agreement as reaffirmed by the First Amended and Restated Pledge Agreement and by the Second Amended and Restated Pledge Agreement, pursuant to the requested waiversterms amended and restated in certain respects as set forth below. The Pledgors are the legal and beneficial owners of (a) the shares of Pledged Stock (as hereinafter defined), consents (b) the Pledged Debt (as hereinafter defined) and amendments;(c) the Partnership/LLC Interests (as hereinafter defined), in each case issued by the issuers (the "ISSUERS"), as specified on SCHEDULE 1 hereto.

STATEMENT OF PURPOSE. The Borrower, Pursuant to the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 28, 2001 (as amended by the First AmendmentBridge Financing Agreement, dated as of March 26August 1, 20022000, as previously amended herebyand amended and restated as of the date hereof, and as may be further amended, amended and restated, supplemented or otherwise modified from time to time (the "BRIDGE AGREEMENT"), among the Company, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent, and the Bridge Lenders, the Bridge Lenders made certain rollover loans to the Company (the "ROLLOVER LOANS"). Pursuant to the Third Amended and Restated Credit Agreement of even date herewith (as further amended, restated, supplemented or otherwise modified from time to time, the "Credit AgreementSENIOR CREDIT AGREEMENT"), by and among the BorrowerCompany, as Guarantor, its Subsidiaries party thereto, as Borrowers, the lenders party thereto (the "SENIOR LENDERS"), Wachovia Investors, Inc. (formerly known as First Union Investors, Inc.) as administrative agent (the "SENIOR ADMINISTRATIVE AGENT") and the other Agents party thereto, the Senior Lenders agreed to extend two additional term loan facilities (the "EXTENSIONS OF CREDIT") and certain other amendments as provided in the Senior Credit Agreement. Pursuant to the Third Amended and Restated Security Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the "SENIOR SECURITY AGREEMENT"), the grantors party thereto granted a security interest in the collateral referred to therein in order to secure the obligations under the Senior Credit Agreement. It is a condition precedent to the obligation of the Senior Lenders to make the Extensions of Credit to the Grantors and to the Bridge Lenders amending the Bridge Agreement to allow for the Extensions of Credit that the Grantors shall have executed and delivered the subordinated upstream guarantee of the Bridge Agreement, dated as of the date hereof (the "SUBORDINATED GUARANTEE"), to the Bridge Lenders. Pursuant to the Subordinated Guarantee, each Grantor has guaranteed the prompt payment and performance when due of all obligations of the Company under the Bridge Agreement and granted a subordinated security interest in the Collateral (as defined herein). The Subordinated Guarantee shall be secured by, among other things, this Bridge Security Agreement. The Grantors, the Bridge Lenders, Senior Lenders, the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions of this Agreement, the Senior Administrative Agent and the Lenders are willing Bridge Collateral Agent have entered into an Intercreditor Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to agree to time, the requested waivers, consents and amendments;"INTERCREDITOR AGREEMENT").

STATEMENT OF PURPOSE. The Borrower, certain Affiliates (as defined below) of the Lenders Borrower and the Administrative Agent are parties to a certain lenders previously entered into an Amended and Restated Credit Agreement dated as of September 28October 23, 1998 (the "1998 Credit Agreement"), as amended by (i) a First Amendment to Amended and Restated Credit Agreement dated as of December 10, 1998, (ii) a Second Amendment to Amended and Restated Credit Agreement dated as of February 10, 1999, (iii) a Third Amendment to Amended and Restated Credit Agreement dated as of July 22, 1999, (iv) a Fourth Amendment to Amended and Restated Credit Agreement dated as of November 15, 1999, and (v) a Fifth Amendment to Amended and Restated Credit Agreement dated as of May 30, 2000 (the 1998 Credit Agreement, as so amended and restated is hereby referred to as the "Original Credit Agreement"). The Borrower, certain Affiliates of the Borrower party to the Original Credit Agreement, and the lenders party to the Original Credit Agreement subsequently amended and restated the Original Credit Agreement in its entirety pursuant to a Second Amended and Restated Credit Agreement dated as of January 12, 2001 (as amended by the First Amendment, dated as of March 26, 2002, as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to timedate, the "Second Amended and Restated Credit Agreement"), by . The Borrower and among certain lenders subsequently amended and restated the Borrower, the Lenders, the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent Second Amended and Mellon Bank, N.A., as Documentation Agent Restated Credit Agreement in its entirety pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Third Amended and Restated Credit Agreement dated as April 4of July 25, 2002 by and among DRS Air2001 (as amended to date, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Existing Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders"). The Borrower has requested that and certain Lenders desire to amend and restate the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Existing Credit Agreement in certain respects as more fully described below; Subject to its entirety on the terms and conditions of set forth in this Agreement, the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;.

STATEMENT OF PURPOSE. The BorrowerBorrowers, the Lenders GTS, Wells Fargo Bank, National Association, Bank Leumi UXX xxd Wells Fargo Bank, National Association, as administrxxxxx agent, swingline lender and the Administrative Agent issuing lender, are parties to a that certain Amended and Restated Credit Agreement dated as of September 28December 30, 2001 (2010, as amended by the that certain First Amendment, Amendment to Amended and Restated Credit Agreement dated as of March 26April 20, 2002, 2012 (as so amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time prior to timethe date hereof, the "Existing Credit Agreement"). As of March 21, 2014 (which date is the Closing Date) and prior to giving effect to any additional Borrowings requested by and among the BorrowerBorrowers to be made on the Closing Date, the Lendersoutstanding principal balance of the "Revolving Credit Loans" (as defined in the Existing Credit Agreement) is $10,000,000 (the "Existing Revolving Credit Loans"), the outstanding principal balance of the "Swing Line Loans" (as defined in the Existing Credit Agreement) is $-0- (the "Existing Swingline Loans"), the outstanding face amount of all "Letters of Credit" (as defined in the Existing Credit Agreement) is $-0- (the "Existing Letters of Credit") and the outstanding principal amount of the "Term Loans" (as defined in the Existing Credit Agreement) is $62,688,888.86 (the "Existing Term Loans"). The Borrowers and the Guarantors have requested, and, subject to the terms and conditions hereof, the Administrative Agent, TD Securities (USA) Inc.the Swingline Lender, as Syndication Agent the LC Issuer and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended agreed, that certain amendments be made to the existing credit facilities under the Existing Credit Agreement, including but not limited to an increase in the amount of certain of such credit facilities and the extension of the maturity thereof, and that the Existing Credit Agreement be amended and restated to provide for such amended credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement Borrowers on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions set forth herein. In consideration of this Agreementthe mutual covenants and agreements herein contained, the Administrative Agent parties hereto covenant and the Lenders are willing to agree to the requested waiversas follows: Obligor Name: Southwest Convenience Stores, consents LLC and amendments;Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 1 42575.100083 EMF_US 48981686v14

STATEMENT OF PURPOSE. The Borrower, the Lenders banks and other financial institutions party thereto (the “Lenders”) and the Administrative Agent are parties to a that certain Credit Agreement dated as of November 10, 2011 (as supplemented by that certain Consent and Waiver No. 1 to Credit Agreement, dated as of May 9, 2012 (as amended by the First Amendment to Consent and Waiver No. 1 to Credit Agreement, dated as of August 9, 2012) and by the certain Consent and Waiver No. 2 to Credit Agreement, dated as of August 29, 2012 and as amended and supplemented by the First Amendment and Consent and Waiver No. 3 to Credit Agreement dated as of September 2811, 2001 (2012, that certain Second Amendment to Credit Agreement dated as amended by the of December 20, 2012 and that certain Third Amendment to Credit Agreement and First Amendment, Amendment to Subsidiary Guaranty Agreement dated as of March 264, 2002, as amended hereby, 2013 and as may be further amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement"”), . The Borrower has informed the Administrative Agent that it intends to consummate the Online Resources Acquisition and acquire the Online Resources Acquired Business pursuant to (a) the purchase by and among the BorrowerOnline Resources AcquisitionCo of all of Online Resources’ Series A-1 convertible preferred stock (collectively, the Lenders, “Online Resources Preferred Shares”) from the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities holders thereof at a cash price equal to the Borrowers; DRS Air“Series A-1 Preference Amount” (as defined in the Certificate of Designations, Inc. (now known as DRS Unmanned TechnologiesPowers, Inc.)Preferences and Rights for the Online Resources Preferred Shares filed with the Delaware Secretary of State on July 3, an Unrestricted Subsidiary 2006) immediately following the purchase of the BorrowerOnline Resources Shares tendered to, acquired assets of Meggitt Defense Systemsand accepted by, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 Online Resources AcquisitionCo pursuant to the Asset Sale Purchase Online Resources Tender Offer on the Online Resources Tender Offer Closing Date (as defined below) pursuant to the Online Resources Shareholder Agreement dated as April 4, 2002 by and among DRS Air, Inc.(b) the Online Resources Tender Offer. If the Online Resources Tender Offer Closing Date occurs, as Buyersoon as practicable thereafter, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parentthe Borrower intends to consummate the Online Resources Merger pursuant to the Online Resources Acquisition Agreement. The funding In order to finance the consideration for the Online Resources Acquisition, including, without limitation, the purchase of the Online Resources Preferred Shares (such consideration, the “Online Resources Acquisition Consideration”), which consideration shall not exceed $275,000,000 (such amount, the "Acquisition Funding") was provided to DRS Air“Online Resources Maximum Consideration”), Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of has requested that the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management 2013 Incremental Term Lenders make an Incremental Term Loan in exchange for a promissory note (the "Seller Note") in the an aggregate principal amount of $2,813,000 as such amount may be adjusted 300,000,000 (the “2013 Incremental Term Loan”) in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by and conditions of Section 11.5(e) 2.8 of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions of this Agreement, the Administrative Agent and the 2013 Incremental Term Lenders are willing to agree to make the requested waivers, consents and amendments;2013 Incremental Term Loan.

STATEMENT OF PURPOSE. The Lenders have extended certain credit facilities to the Borrower pursuant to the First Lien Senior Secured Credit Agreement dated as of December 30, 2005 by and among the Borrower, the Parent, the Subsidiary Guarantors, the Lenders and the Administrative Agent are parties to a Credit Agreement (as amended by Amendment No. 1 dated as of May 19, 2006, Consent and Amendment No. 2 dated as of September 2814, 2001 (2006, Amendment No. 3 dated as amended by the First Amendmentof November 9, 2007, Amendment No. 4 dated as of February 15, 2008, Amendment No. 5 dated as of March 2631, 2002, as amended hereby2009, and as may be further amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement"”). On September 14, 2009, in connection with a proposed restructuring of certain claims against, and equity interests in, the Loan Parties (the “Restructuring”), by and among the Loan Parties filed a Plan of Reorganization (the “Plan of Reorganization”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), pursuant to which (i) all obligations of the Borrower, the Lenders, Parent and the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent Subsidiary Guarantors under the Loan Documents will be reinstated pursuant to which section 1124(2) of the Lenders have extended certain credit facilities to the Borrowers; DRS AirBankruptcy Code, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary ii) all obligations of the Borrower, acquired assets the Parent and the Subsidiary Guarantors under the Second Lien Loan Documents will be terminated and (iii) the lenders party to the Second Lien Term Loan Facility will receive shares of Meggitt Defense Systems, Inc., a Texas corporation common stock of the Parent and $10,000,000 in original principal amount of second lien senior secured notes (the "Acquisition"“Second Lien Notes”) for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggittco-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. issued by the Borrower or one and the Parent, guaranteed by the Subsidiary Guarantors and secured by substantially the same collateral that now secures the obligations of its Restricted Subsidiariessuch parties under the Second Lien Loan Documents. DRS Data Systems, Inc., a Restricted Subsidiary The Plan of Reorganization was confirmed by an Order of the Borrower desires Bankruptcy Court entered on December 8, 2009. The conditions to sell its remaining assets (the "Data Asset Sale") consummation of the Plan of Reorganization include the execution of an amendment to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms Credit Agreement modifying certain provisions contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement. Accordingly, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent amend such provisions pursuant to the Borrower's sale terms of certain assets of DRS Data Systemsthis Amendment, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Noteand, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject subject to the terms and conditions of this Agreementset forth herein, the Administrative Agent and the Lenders party hereto are willing to agree to the requested waivers, consents and amendments;such modifications.

STATEMENT OF PURPOSE. The Borrower, Pursuant to the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 28July 31, 2001 1998 (as amended and restated by the Amended and Restated Credit Agreement dated as of June 23, 1999 and as further amended, restated, supplemented or otherwise modified as of the date hereof, the "Existing Credit Agreement"), by and among the Company and certain of its Subsidiaries, as borrowers, the lenders party thereto and the Administrative Agent, the lenders party thereto extended certain credit facilities to the Company and such Subsidiaries. Pursuant to the terms of the Existing Credit Agreement, the Company and certain of its Subsidiaries entered into a Pledge Agreement dated as of July 31, 1998 (as amended by the First Amendment, Amended and Restated Credit Agreement dated as of March 26June 23, 2002, as amended hereby, 1999 and as may be further amended, restated, supplemented or otherwise modified as of the date hereof, the "Existing Pledge Agreement") pursuant to which the Company and certain of its Subsidiaries granted to the Administrative Agent a security interest in the collateral described therein to secure the obligations of the Company and certain of its Subsidiaries under the Existing Credit Agreement. Pursuant to the terms of the Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), ) by and among the BorrowerPledgors, the LendersIssuers, the Partership/LLCs, the Lenders and the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent such parties have amended and Mellon Bank, N.A., as Documentation Agent pursuant to which restated their respective rights and obligations under the Existing Credit Agreement. To induce the Lenders have extended certain credit facilities and the Administrative Agent to amend and restate the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Existing Credit Agreement, Section 11.8 and as a condition to the making of any Extensions of Credit under the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions of this Agreement, the Administrative Agent and the Lenders are willing have required the Pledgors, the Issuers and the Partnership/LLCs, and the Pledgors, the Issuers and the Partnership/LLCs desire, to agree (i) amend and restate the Existing Pledge Agreement and (ii) deliver the Pledged Stock and grant a security interest therein and in the Partnership/LLC Interests to the requested waiversAdministrative Agent, consents for the ratable benefit of itself and amendments;the Lenders. The Pledgors are the legal and beneficial owners of (a) the shares of Pledged Stock (as hereinafter defined) issued by certain corporations (collectively, the "Issuers") as specified on Schedule I hereto and incorporated herein by reference (as such schedule may be amended, restated, supplemented or modified from time to time) and (b) the Partnership/LLC Interests (as hereinafter defined) in the partnerships and limited liability companies (collectively, the "Partnerships/LLCs") listed on Schedule I hereto and incorporated herein by reference (as such schedule may be amended, restated, supplemented or modified from time to time).

STATEMENT OF PURPOSE. The Borrower, Pursuant to the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 28, 2001 (as amended by the First AmendmentAgreement, dated as of March 26December 29, 2002, 2017 (as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement"”), by and among the Borrower, the Lenders, Lenders from time to time party thereto and the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities agreed to make Extensions of Credit to the Borrowers; DRS AirBorrower upon the terms and subject to the conditions set forth therein. Pursuant to the terms of the Subsidiary Guaranty Agreement, Inc. dated as of December 29, 2017 (now known as DRS Unmanned Technologiesamended, Inc.restated, supplemented or otherwise modified from time to time, the “Subsidiary Guaranty Agreement”), an Unrestricted by the Existing Subsidiary Guarantors in favor of the BorrowerAdministrative Agent, acquired assets the Existing Subsidiary Guarantors have guaranteed the payment and performance of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant Secured Obligations. Pursuant to the Asset Sale Purchase Agreement terms of the Collateral Agreement, dated as April 4of December 29, 2002 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Agreement”), by and among DRS Airthe Borrower and the Existing Subsidiary Guarantors in favor of the Administrative Agent, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller the Borrower and Meggitt-USA Inc., as Parentthe Existing Subsidiary Guarantors have granted a security interest in their respective Collateral to secure the Secured Obligations. The funding for Borrower, the Acquisition (Existing Subsidiary Guarantors and the "Acquisition Funding") was provided Additional Subsidiary Guarantors, though separate legal entities, comprise one integrated financial enterprise, and all Extensions of Credit to DRS Air, Inc. by the Borrower will inure, directly or one indirectly, to the benefit of its Restricted Subsidiarieseach Existing Subsidiary Guarantor and each Additional Subsidiary Guarantor. DRS Data Systems, Inc., It is a Restricted Subsidiary condition precedent to the obligation of the Borrower desires Lenders to sell its remaining assets (make the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of Delayed Draw Term Loans under the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by that each Additional Subsidiary Guarantor shall have executed and delivered this Agreement to the Required Lenders and Section 11.3 Administrative Agent, for the benefit of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions of this Agreement, the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;Secured Parties.

STATEMENT OF PURPOSE. The BorrowerBorrowers, the Lenders lenders listed therein, First Union National Bank, as domestic agent, and the Administrative Agent First Union National Bank, as multicurrency agent, and SunTrust Bank, as collateral agent, are parties to a certain Fourth Amended and Restated Credit Agreement dated as of September 28, 2001 (as amended by the First Amendment, dated as of March 26January 17, 2002, as amended herebyby a certain First Amendment to Credit Agreement and Letter of Credit Agreement dated as of December 12, and 2002 (as may be further so amended, restated, supplemented or otherwise modified from time to time, the "Credit AgreementEXISTING CREDIT AGREEMENT"). The Borrowers, the Subsidiary L/C Account Parties, the lenders listed therein, First Union National Bank, as domestic agent, multicurrency agent, domestic letter of credit issuer, and multicurrency letter of credit issuer, and SunTrust Bank, as collateral agent and letter of credit issuer of certain letters of credit are party to a certain Fourth Amended and Restated Letter of Credit Agreement dated as of January 17, 2002, as amended by a certain First Amendment to Credit Agreement and among Letter of Credit Agreement dated as of December 12, 2002 (the Borrower"LETTER OF CREDIT AGREEMENT"). The Borrowers and the Subsidiary L/C Account Parties have requested, and the Lenders, the Administrative AgentL/C Issuers, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and MeggittCo-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller NoteAgents, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject Collateral Agent have agreed, subject to the terms and conditions contained herein, to amend and restate the Existing Credit Agreement and to generally amend and restate in Article IIA hereof and elsewhere herein the letter of this Agreementcredit facility established in the Letter of Credit Agreement (which shall be superceded by the terms hereof) so that, among other things, letters of credit may be issued hereunder, all outstanding letters of credit issued under the Administrative Agent Letter of Credit Agreement shall be governed by the terms hereof, and the Lenders are willing all reimbursement obligations with respect to agree to the requested waivers, consents and amendments;such letters of credit will be payable as described herein.

STATEMENT OF PURPOSE. The Borrower, Pursuant to the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 28, 2001 (as amended by the First AmendmentBridge Financing Agreement, dated as of March 26August 1, 20022000, as previously amended herebyand amended and restated as of the date hereof, and as may be further amended, amended and restated, supplemented or otherwise modified from time to time (the "BRIDGE AGREEMENT"), among the Company, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and the Bridge Lenders, the Bridge Lenders made certain rollover loans to the Company (the "ROLLOVER LOANS"). Pursuant to the Third Amended and Restated Credit Agreement of even date herewith (as further amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit SENIOR CREDIT Agreement"), by and among the BorrowerCompany, as Guarantor, its Subsidiaries party thereto, as Borrowers, the lenders party thereto (the "SENIOR LENDERS"), the Senior Administrative Agent, as administrative agent and the other Agents party thereto, the Senior Lenders agreed to extend two additional term loan facilities (the "EXTENSIONS OF CREDIT") and certain other amendments as provided in the Senior Credit Agreement. Pursuant to the Third Amended and Restated Pledge Agreement dated as of the date hereof (as amended, amended and restated or otherwise modified from time to time, the "SENIOR PLEDGE AGREEMENT"), the pledgors party thereto granted a security interest in the collateral referred to therein in order to secure the obligations under the Senior Credit Agreement. It is a condition precedent to the obligation of the Senior Lenders to make the Extensions of Credit to the Pledgors and to the Bridge Lenders amending the Bridge Agreement to allow for the Extensions of Credit that the Pledgors shall have executed and delivered the subordinated upstream guarantee of the Bridge Agreement, dated as of the date hereof (the "SUBORDINATED GUARANTEE"), to the Bridge Lenders. Pursuant to the Subordinated Guarantee, each Pledgor has guaranteed the prompt payment and performance when due of all obligations of the Company under the Bridge Agreement and granted a subordinated security interest in the Collateral (as defined herein). The Subordinated Guarantee shall be secured by, among other things, this Bridge Pledge Agreement. The Pledgors, the Bridge Lenders, the Senior Lenders, the Senior Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bankthe Bridge Collateral Agent have entered into an Intercreditor Agreement, N.A., dated as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrowerdate hereof (as amended, acquired assets of Meggitt Defense Systemsamended and restated, Inc.supplemented or otherwise modified from time to time, a Texas corporation (the "AcquisitionINTERCREDITOR AGREEMENT") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent). The funding for Pledgors are the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one legal and beneficial owners of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event shares of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition FundingPledged Stock (as hereinafter defined), (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, Pledged Debt (as hereinafter defined) and (c) amend the Credit Agreement Partnership/LLC Interests (as hereinafter defined), in certain respects each case issued by the issuers (the "ISSUERS"), as more fully described below; Subject to the terms and conditions of this Agreement, the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;specified on SCHEDULE 1 hereto.

STATEMENT OF PURPOSE. The Borrower, KO Sub and CCBCC Sub are equal partners in the Lenders Partnership and the Administrative Agent are parties to a Credit Agreement that certain Partnership Agreement, dated as of September 28July 2, 2001 1993 (as amended by that certain First Amendment, dated August 5, 1993, and by that certain Second Amendment, dated August 12, 1993, the "Partnership Agreement"). CCBCC serves as the manager of the day-to-day operation of the business of the Partnership pursuant to the terms and conditions of that certain Management Agreement, dated as of July 2, 1993, by and among CCBCC, the Partnership, CCBC Wilmington, KO Sub and CCBCC Sub (as amended by that certain First Amendment, dated as of March 26January 1, 2002, as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to time2001, the "Credit Management Agreement"). Simultaneously with the execution and delivery of the Partnership Agreement and the Management Agreement, the Partnership, CCBC Wilmington, CCBCC, CCBCC Sub, KO and KO Sub entered into that certain Definition and Adjustment Agreement, dated as of July 2, 1993 (the "DAA Agreement"), by which contains certain defined terms used in the Partnership Agreement and among the Borrower, Management Agreement and provided for certain adjustments that were made in connection with the Lenders, the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary initial capitalization of the BorrowerPartnership. Pursuant to that certain Securities Purchase Agreement, acquired assets dated as of Meggitt Defense Systemseven date herewith, Inc.between CCBCC Sub and KO Sub, CCBCC Sub will purchase from KO Sub, and KO Sub will sell to CCBCC Sub, a Texas corporation 4.651% interest in the capital, profits and losses of the Partnership, including, without limitation, 9.302% of KO Sub's Capital Account, KO Sub's rights to allocations of net profit and net loss and distributions of cash flow and capital items of the Partnership (the "AcquisitionPurchase Transaction") for ), such that immediately after the consummation of the Purchase Transaction, CCBCC Sub and KO Sub will have a purchase price 54.651% and 45.349% respective interest in the capital, profits and losses of $750,000 pursuant the Partnership. In connection with the Purchase Transaction, the parties hereto desire to consent to the Asset Sale Purchase Agreement dated as April 4, 2002 by Transaction and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for to amend the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Partnership Agreement, Section 11.8 of the Credit Management Agreement prohibits transactions with Affiliates unless prior written approval is given by and the Required Lenders and Section 11.3 of the Credit DAA Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders to, among other things, (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Fundingupdate certain addresses contained therein, (b) consent adjust the relative ownership percentages of the Partners to give effect to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects Purchase Transaction as more fully described below; Subject herein, (c) revise the liquidation mechanics upon dissolution of the Partnership to reflect the terms and conditions current intention of this Agreement, the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;the

STATEMENT OF PURPOSE. The Borrower, Pursuant to the Lenders Amended and the Administrative Agent are parties to a Restated Credit Agreement dated as of September 28March 16, 2001 1998 (as amended by the First Amendment, Amendment dated as of March 26June 30, 2002, as amended hereby, 1998 and as may be further amended, restated, supplemented or otherwise modified from time to timemodified, the "Credit Agreement"), ) by and among the Borrower, the Lenders, the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation party thereto (the "AcquisitionLenders") for a purchase price and the Agent, the Lenders agreed to make certain Extensions of $750,000 Credit to the Borrower. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Credit Agreement. This Agreement shall be deemed to be one of the Loan Documents under and pursuant to the Asset Sale Purchase Agreement Credit Agreement. Pursuant to a letter from the Agent and the Lenders to the Borrower dated as April 4of February 11, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition 2000 (the "Acquisition FundingWaiver Letter") was provided to DRS Air), Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data SystemsAgent and the Lenders waived provisionally for a specified period ending March 14, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets 2000 (the "Data Asset SaleWaiver Period") the Defaults or Events of Default which resulted, absent such waiver, solely from the non-compliance with (i) Section 9.1 (Total Debt Leverage Ratio), Section 9.2 (Total Debt to members of its management in exchange for a promissory note Total Capitalization) and Section 9.3 (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(eFixed Charge Coverage Ratio) of the Credit Agreement, and (ii) the representations and warranties contained in Section 11.8 6.1(p) (No Material Adverse Change) of the Credit Agreement prohibits transactions as they relate to charges taken in the second fiscal quarter ended December 31, 1999 in connection with Affiliates unless prior written approval is given the restructuring program announced by the Required Lenders and Section 11.3 Borrower pursuant to a news release dated January 27, 2000 (collectively, the "Acknowledged Defaults"). The Waiver Letter shall be deemed to be one of the Loan Documents under and pursuant to the Credit Agreement prohibits Agreement. Pursuant to the terms of the Waiver Letter, the Borrower agreed to enter into good faith negotiations with the Agent and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of to amend the Credit Agreement on account of or before March 14, 2000 (the Acquisition Funding, (b) consent to the "Waiver Termination Date"). The Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions of this Agreement, the Administrative Agent and the Lenders are willing continuing to agree negotiate but have not yet reached an agreement on the terms of such amendment, and the Borrower, as a result, has requested an additional period of time in which to the requested waivers, consents and amendments;continue such negotiations.

STATEMENT OF PURPOSE. The Borrower, Pursuant to the Lenders Assignment and the Administrative Agent are parties to a Credit Assumption Agreement dated as of September 28__________, 2001 1996 between the Sirrom Capital Corporation (as amended by the First Amendment"Parent") and the Borrower, the Parent has transferred all of its rights and obligations under the Third Amended and Restated Loan Agreement dated as of March 26December 27, 20021995, as amended herebyamended, by and among the Parent, as borrower, the Lenders party thereto, and the Agent (the "Existing Loan Agreement"), and the documents executed in connection therewith, to the Borrower, and the Borrower has assumed all of such rights and obligations. Pursuant to the terms of the Fourth Amended and Restated Loan Agreement of even date among the Pledgor, as may be further Borrower, the Parent, as Guarantor, the Lenders, and the Agent (as amended, restated, supplemented modified or otherwise modified supplemented from time to time, the "Credit Loan Agreement"), by and among the Borrower, the Lenders, the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities agreed to amend and restate the Existing Loan Agreement in order to transfer the rights and obligations of the Guarantor, as borrower, to the Borrowers; DRS Air, Inc. Pledgor and to extend a certain revolving credit facility to the Pledgor as more particularly described therein. The Pledgor is the legal and beneficial owner of (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary a) the Pledged Securities of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation issuers (the "AcquisitionIssuers") for a purchase price of $750,000 pursuant to listed on Schedule I hereto and (b) the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition indebtedness (the "Acquisition FundingPledged Debt") was provided to DRS Air, Inc. described on Schedule I and issued by the Borrower or one of its Restricted Subsidiariesobligors named therein. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance In connection with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without Loan Agreement and as a condition precedent to the consent extensions of the Required Lenders. The Borrower has requested that credit thereunder, the Lenders (a) waive have requested, and the Default Pledgor has agreed to execute and Event of Default resulting from the breach of Section 11.3 of the Credit deliver, this Pledge Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, Pledged Securities and (c) the Pledged Debt in order to amend the Credit Agreement in certain respects as more fully described below; Subject to and restate the terms and conditions of this Agreementthe Pledge Agreement dated as of December 27, 1995 made by the Administrative Agent Guarantor, as pledgor, in favor of the Agent, for the ratable benefit of itself and the Lenders are willing to agree to the requested waivers, consents and amendments;Lenders.

STATEMENT OF PURPOSE. The Borrower, certain Affiliates (as defined below) of the Borrower and certain Lenders previously entered into an Amended and the Administrative Agent are parties to a Restated Credit Agreement dated as of September 28October 23, 1998 (the "1998 Credit Agreement"), as amended by (i) a First Amendment to Amended and Restated Credit Agreement dated as of December 10, 1998, (ii) a Second Amendment to Amended and Restated Credit Agreement dated as of February 10, 1999, (iii) a Third Amendment to Amended and Restated Credit Agreement dated as of July 22, 1999, (iv) a Fourth Amendment to Amended and Restated Credit Agreement dated as of November 15, 1999, and (v) a Fifth Amendment to Amended and Restated Credit Agreement dated as of May 30, 2000 (the 1998 Credit Agreement, as so amended is hereby referred to as the "Original Credit Agreement"). The Borrower, certain Affiliates of the Borrower party to the Original Credit Agreement, and the Lenders party to the Existing Credit Agreement subsequently amended and restated the Original Credit Agreement in its entirety pursuant to a Second Amended and Restated Credit Agreement dated as of January 12, 2001 (as amended by the First Amendment, dated as of March 26, 2002, as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to timedate, the "Existing Credit Agreement"), by and among the Borrower, the Lenders, the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject Pursuant to the terms and conditions of a certain Consent Agreement dated as of the date hereof (the "Consent Agreement"), the Administrative Agent, on behalf of itself and the Lenders, agreed that (i) Inergy Partners, LLC, a Delaware limited liability company ("Inergy Partners"), (ii) Xxxxxx Oil Company of Xxxxxxxx County, Inc., a North Carolina corporation ("Xxxxxx Oil"), and (iii) Rolesville Gas and Oil Company, Inc., a North Carolina corporation ("Rolesville"), are no longer required to be parties to the Existing Credit Agreement. The Borrower and certain Lenders party to the Existing Credit Agreement desire to amend and restate the Existing Credit Agreement in its entirety on the terms and conditions set forth in this Agreement, as of the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;Effective Date.

STATEMENT OF PURPOSE. The Borrower, certain Affiliates (as defined below) of the Lenders Borrower and the Administrative Agent are parties to a certain lenders previously entered into an Amended and Restated Credit Agreement dated as of September 28October 23, 1998 (the “1998 Credit Agreement”), as amended by (i) a First Amendment to Amended and Restated Credit Agreement dated as of December 10, 1998, (ii) a Second Amendment to Amended and Restated Credit Agreement dated as of February 10, 1999, (iii) a Third Amendment to Amended and Restated Credit Agreement dated as of July 22, 1999, (iv) a Fourth Amendment to Amended and Restated Credit Agreement dated as of November 15, 1999, and (v) a Fifth Amendment to Amended and Restated Credit Agreement dated as of May 30, 2000 (the 1998 Credit Agreement, as so amended and restated is hereby referred to as the “Original Credit Agreement”). The Borrower, certain Affiliates of the Borrower party to the Original Credit Agreement, and the lenders party to the Original Credit Agreement subsequently amended and restated the Original Credit Agreement in its entirety pursuant to a Second Amended and Restated Credit Agreement dated as of January 12, 2001 (as amended, the “Second Amended and Restated Credit Agreement”). The Borrower and certain lenders subsequently amended and restated the Second Amended and Restated Credit Agreement in its entirety pursuant to a Third Amended and Restated Credit Agreement dated as of July 25, 2001 (as amended, the “Third Amended and Restated Credit Agreement”). The Borrower and certain lenders subsequently amended and restated the Third Amended and Restated Credit Agreement in its entirety pursuant to at Fourth Amended and Restated Credit Agreement dated as of December 20, 2001 (as amended by the First Amendment, dated as of March 26, 2002, as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to timedate, the "“Existing Credit Agreement"), by and among the Borrower, the Lenders, the Administrative Agent, TD Securities (USA”) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making certain Lenders desire to amend and restate the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Existing Credit Agreement in certain respects as more fully described below; Subject to its entirety on the terms and conditions of set forth in this Agreement, the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;.

STATEMENT OF PURPOSE. The Borrower, Pursuant to the Lenders terms and provisions of the Administrative Agent are parties to a Credit Agreement dated as of September 28May 30, 2001 (as amended by the First Amendment, dated as of March 26, 2002, as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), 1995 by and among the BorrowerBORROWER, the LendersADMINISTRATIVE AGENT, the Administrative AgentCOLLATERAL AGENT, TD Securities (USA) Inc.FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Syndication Agent issuer of certain letters of credit, and Mellon Bank, N.A.the LENDERS, as Documentation Agent pursuant amended by Amendment No. 1 to which Credit Agreement dated August 30, 1995 ("CREDIT AGREEMENT"), the Lenders have extended LENDERS agreed to extend certain credit facilities to the Borrowers; DRS AirBORROWER. The GUARANTORS have guaranteed the obligations of the BORROWER under the CREDIT AGREEMENT pursuant to the terms of various Guaranty And Security Agreements dated May 30, Inc. 1995 (now known collectively, "GUARANTIES"). CFC ACQUISITION has been formed as DRS Unmanned Technologiesa subsidiary of the BORROWER for the purpose of acquiring substantially all of the assets of CFC AVIATION SERVICES, Inc.L.P., a Delaware limited partnership and CFC AVIATION COMPANY, L.L.C., a Delaware limited liability company (collectively, "GARRET") pursuant to the terms and provisions of that certain Asset Purchase Agreement dated as of January 15, 1996 by and among the BORROWER, CFC ACQUISITION, GARRET, CFC AVIATION, INC., CARLISLE ENTERPRISES, L.P., FIRST CAPITAL CORPORATION OF CHICAGO and CROSS CREEK PARTNERS III ("PURCHASE AGREEMENT"). In order to finance the acquisition of substantially all of the assets of GARRET pursuant to the terms of the PURCHASE AGREEMENT ("ACQUISITION"), an Unrestricted Subsidiary the BORROWER intends to: (a) issue and sell One Hundred Twenty-Five Million Dollars ($125,000,000.00) of the Borrower, acquired assets its Senior Subordinated Debentures Due 2006 ("NEW SUBORDINATED DEBENTURES"); and (b) issue and sell two hundred fifty thousand (250,000) shares of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for its Series B Senior Cumulative Convertible Preferred Stock at a purchase price of One Hundred Dollars ($750,000 100.00) per share all pursuant to the Asset Sale terms of a Stock Purchase Agreement dated as April of October 4, 2002 1995 by and among DRS Airthe BORROWER, Inc.NETWORK III HOLDINGS LDC, as BuyerXXXXX INVESTMENT COMPANY, Meggitt Defense SystemsIRON CITY PARTNERS, Inc.INC., as Seller ARIEL FUND, LTD. and Meggitt-USA Inc.PEQUOD INVESTMENTS, as ParentL.P. ("STOCK PURCHASE AGREEMENT"). The funding for BORROWER has requested the Acquisition LENDERS' consent to (1) CFC ACQUISITION completing the "Acquisition Funding"ACQUISITION, (2) was provided the BORROWER incurring the indebtedness under the NEW SUBORDINATED DEBENTURES, and (3) the BORROWER selling the preferred stock pursuant to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary terms of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required LendersSTOCK PURCHASE AGREEMENT. The Borrower BORROWER has also requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 LENDERS agree to amend certain provisions of the Credit Agreement on account of the Acquisition Funding, (b) CREDIT AGREEMENT. The LENDERS are willing to consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower BORROWER'S requests subject and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject pursuant to the terms and conditions of provisions set forth in this Agreement, the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;AMENDMENT.

STATEMENT OF PURPOSE. The Borrower, Pursuant to the Lenders Assignment and the Administrative Agent are parties to a Credit Assumption Agreement dated as of September 28__________, 2001 (as amended by 1996 between the First AmendmentGuarantor and the Borrower, the Guarantor has transferred all of its rights and obligations under the Third Amended and Restated Loan Agreement dated as of March 26December 27, 20021995, as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Guarantor, as borrower, the Lenders party thereto, and the Agent (the "Existing Loan Agreement"), and the documents executed in connection therewith, to the Borrower, and the Borrower has assumed all of such rights and obligations. Pursuant to the terms of the Fourth Amended and Restated Loan Agreement of even date herewith by and among the Grantor, as Borrower, Sirrom Capital Corporation, as Guarantor, the Lenders, and the Administrative AgentAgent (as amended, TD Securities (USA) Inc.modified, as Syndication Agent and Mellon Bankor otherwise supplemented, N.A.the "Loan Agreement"), as Documentation Agent pursuant to which the Lenders have extended certain credit facilities agreed to amend and restate the Existing Loan Agreement in order to transfer the rights and obligations of the Guarantor, as borrower, to the Borrowers; DRS Air, Inc. Grantor and to extend Loans to the Grantor in the principal amount of up to $50,000,000 (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary may be increased pursuant to Section 2.8 of the BorrowerLoan Agreement, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "AcquisitionLoans") for a purchase price of $750,000 pursuant to ). The Agent and the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc.Lenders, as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided a condition precedent to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by Loans and an inducement therefor, have required the Seller Note without the consent execution of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit this Agreement in certain respects as more fully described below; Subject order to amend and restate the terms and conditions of this Agreementthe Security Agreement dated December 23, 1994 between the Guarantor and First Union, as amended and restated by the Amended and Restated Security Agreement dated February 1, 1995, the Administrative Agent First Amendment to Amended and Restated Security Agreement dated June 13, 1995 and the Lenders are willing to agree to Second Amended and Restated Security Agreement dated December 27, 1995 (the requested waivers, consents and amendments;"Existing Security Agreement").

STATEMENT OF PURPOSE. The Lenders agreed to extend certain credit facilities to CCA pursuant to the Credit Agreement dated as of September 6, 1996 by and among the Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 28, 2001 (as amended by the First Amendment, dated as of March 26, 2002, as amended hereby, and as may be further amended, restated, supplemented modified or otherwise modified supplemented from time to time, the "Credit Agreement"). CCA intends to enter into a series of transactions, by as described below (collectively, the "Sale-Leaseback Transactions"), with CCA Prison Realty Trust, a Maryland real estate investment trust ("CCA Prison Realty Trust"), pursuant to which CCA will sell (or grant an option to purchase or a right of first refusal with respect to the purchase of) its interest in certain correctional and among detention facilities and related real property (the Borrower"Facilities") to CCA Prison Realty Trust and lease such Facilities back from CCA Prison Realty Trust. CCA Prison Realty Trust intends to sell shares of its common stock in a public offering registered with the Securities and Exchange Commission (the "Offering") to finance the initial acquisition of Facilities under the Sale-Leaseback Transactions. In connection with the Sale-Leaseback Transactions, CCA and CCA Prison Realty Trust will enter into the following agreements (collectively, the "Sale-Leaseback Agreements," such definition to include any amendment or modification of any such documents to which, if such amendment or modification could reasonably be expected to be adverse to the interests of the Lenders, the Administrative Agent, TD Securities Agent has consented in writing): (USAi) Inc., as Syndication Agent the Agreement of Sale and Mellon Bank, N.A., as Documentation Agent pursuant Purchase providing for the sale by CCA of nine Facilities to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation CCA Prison Realty Trust (the "AcquisitionAgreement of Sale and Purchase"), (ii) the Option Agreement granting CCA Prison Realty Trust the option to acquire five additional Facilities (the "Option Facilities") from CCA on terms substantially similar to the Agreement of Sale and Purchase (the "Option Agreement"), (iii) the Right to Purchase Agreement granting CCA Prison Realty Trust the option and the right of first refusal to acquire certain other Facilities owned by CCA (the "Right to Purchase Agreement"), (iv) a Lease Agreement providing for a purchase price the lease-back by CCA of $750,000 each Facility sold to CCA Prison Realty Trust pursuant to the Asset Sale Purchase Sale-Leaseback Transactions (each, a "Lease Agreement") and (vi) a Master Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding of Lease providing certain terms for the Acquisition incorporation into each such Lease Agreement (the "Acquisition FundingMaster Agreement") was provided to DRS Air). On April 18, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems1997, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 Agreement was modified by execution of a letter agreement which waived certain provisions of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by in order to permit the Required Lenders and Section 11.3 Sale-Leaseback Transactions, subject to the execution of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lendersthis Amendment. The Borrower has requested that and the Administrative Agent and the Required Lenders have agreed (ai) waive the Default and Event of Default resulting from the breach of Section 11.3 to certain waivers of the Credit Agreement on account in order to permit the closing of the Acquisition Funding, (b) consent to Sale-Leaseback Transactions evidenced by the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, Sale-Leaseback Agreements and (cii) to waive and amend the Credit Agreement in certain respects as more fully described below; Subject to other respects, in each case on the terms and conditions of this Agreement, the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;set forth below.

STATEMENT OF PURPOSE. The Guarantor, the Borrowers, certain financial institutions (the "Prior Lenders") and the Administrative Agent are party to that certain Credit Agreement dated as of December 22, 1998 (as amended, restated or otherwise modified prior to the date hereof the "Original Credit Agreement") under the terms of which the Prior Lenders provided the Borrowers with a secured $50,000,000 revolving credit facility. The Borrowers' obligations under the Original Credit Agreement are unconditionally guaranteed by the Guarantor and secured by Liens granted and assignments made to the Administrative Agent by the Borrowers and the Guarantor, for the ratable benefit of itself and the Prior Lenders, in each case pursuant to the Security Documents (as defined in the Original Credit Agreement). The Guarantor, the Borrowers, the Lenders (including certain Prior Lenders) and the Administrative Agent now desire to amend and restate the provisions of the Original Credit Agreement pursuant to the Amended and Restated Credit Agreement of even date herewith (as amended, restated or otherwise modified, the "Credit Agreement") by and among the Guarantor, the Borrower, the Lenders and the Administrative Agent Agent. Certain of the Security Documents are parties being amended and restated pursuant to the terms of a Credit Collateral Agreement dated as of September 28the date hereof among Borrowers, 2001 (as amended by the First Amendment, dated as of March 26, 2002, as amended hereby, Guarantor and as may be further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower, the Lenders, the Administrative Agent. The Borrowers and the Guarantor have entered into the agreements listed on Schedule 1 hereto (the "Reaffirmed Documents"). Copies of the agreements listed on Schedule 1 are attached hereto as Exhibit A. In connection with the transactions contemplated by the Credit Agreement and as a condition precedent thereto, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities requested that the Borrowers and the Guarantor execute and deliver this Reaffirmation and the Borrowers and the Guarantor have agreed to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 execute and deliver this Reaffirmation pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions of this Agreement, the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;hereof.

STATEMENT OF PURPOSE. The Borrower, Reference is hereby made to (i) the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 28, 2001 (as amended by the First AmendmentAgreement, dated as of March 26, 2002, even date herewith (as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement"”), by and among the BorrowerHoldings, the LendersBorrowers, the Administrative Agent, TD Securities the banks and other financial institutions who are or may become party thereto (USA) Inc.the “Lenders”), CoBank, ACB, as Syndication Agent, General Electric Capital Corporation, as Co-Documentation Agent, The Royal Bank of Scotland plc, as Co-Documentation Agent and Mellon Wachovia Capital Markets, LLC, as sole lead arranger and sole bookrunner, and (ii) the Guaranty Agreement, dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty Agreement”) made by Holdings and certain of its Subsidiaries (collectively, the “Guarantors”) in favor of the Administrative Agent. Reference is hereby made to the Indenture, dated as of April 14, 2004 (as amended, restated, supplemented or otherwise modified, the “Indenture”), between Holdings (as successor to all of the rights and obligations of Consolidated Communications Illinois Holdings, Inc., Consolidated Communications Texas Holdings, Inc. and Homebase Acquisition LLC), as issuer, and Wxxxx Fargo Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation trustee (the "Acquisition") for a purchase price of $750,000 pursuant “Indenture Trustee”). Pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 the Lenders have agreed to make their respective extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein. Pursuant to the Guaranty Agreement, the Guarantors have guaranteed payment and performance of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 Obligations (as defined below) of the Credit Agreement prohibits Borrowers upon the Borrower terms and subject to the conditions set forth therein. Pursuant to the Indenture, Holdings and its Restricted Subsidiaries from making (as defined in the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (aIndenture) waive the Default and Event of Default resulting from the breach of Section 11.3 of may not secure the Credit Agreement on account Obligations of the Acquisition Funding, Grantors unless Holdings shall have made effective provision to secure the Indenture Obligations (bas defined below) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to Holdings on an Affiliate of the Borrower equal and to the financing of the Data Asset Sale ratable basis with the Seller Note, and (c) amend the Credit Agreement in certain respects Obligations for so long as more fully described below; Subject the Credit Agreement Obligations shall be secured. It is a condition precedent to the terms obligation of the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and conditions of delivered this Agreement, Agreement to the Administrative Agent and Agent, for the Lenders are willing to agree to ratable benefit of the requested waivers, consents and amendments;Secured Parties.

STATEMENT OF PURPOSE. The Borrower, Pursuant to the Lenders and terms of the Administrative Agent are parties to a Credit Agreement dated as of September 2829, 2001 2000 (as amended by the First AmendmentAmendment and Consent Agreement dated as of September 20, 2001, the Second Amendment dated as of March 261, 2002, the Third Amendment dated as amended hereby, of the date hereof (the "Third Amendment") and as may be further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among LECG, LLC, a California limited liability company (the "Borrower"), LECG Holding Company, LLC, a California limited liability company (the Lenders"Company"), Wachovia Bank, National Association (formerly known as First Union National Bank), as Administrative Agent (the "Administrative Agent"), TD Securities for the ratable benefit of itself and the financial institutions (USAthe "Lenders") Inc., as Syndication Agent from time to time parties to the Credit Agreement and Mellon Bank, N.A.U.S. Bank National Association, as Documentation Agent pursuant to which Agent, the Lenders have extended certain credit facilities to the Borrowers; DRS AirBorrower as more specifically described in the Credit Agreement. In addition, Inc. (now known TCEP, as DRS Unmanned Technologiesan inducement to the Lenders, Inc.)has entered into that certain Guaranty Agreement dated as of June 12, an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation 2002 (the "AcquisitionTCEP Guaranty") in favor of the Administrative Agent, for a purchase price the ratable benefit of $750,000 pursuant itself and the Lenders guaranteeing repayment of certain Loans made by the Lenders to the Asset Sale Purchase Borrower. The Borrower is a wholly-owned subsidiary of the Company. The Guarantor owns a substantial share of the outstanding member interests in the Company, and all Extensions of Credit under the Credit Agreement to the Borrower and the benefit provided by the TCEP Guaranty will inure, directly or indirectly, to the benefit of the Guarantor. In connection with the transactions contemplated by the Third Amendment and a letter agreement dated as April 4June 12, 2002 by between the Guarantor and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition TCEP (the "Acquisition FundingLetter Agreement") was provided and as a condition precedent to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower Letter Agreement, TCEP has requested that the Lenders (a) waive the Default Guarantor execute and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Notedeliver this Guaranty, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject Guarantor has agreed to do so pursuant to the terms and conditions of this Agreement, the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;hereof.

STATEMENT OF PURPOSE. The Borrower, Pursuant to the Lenders terms and provisions of the Administrative Agent are parties to a Amended And Restated Credit Agreement dated as of September 28May 22, 2001 (1996 by and among the BORROWER, the ADMINISTRATIVE AGENT, the COLLATERAL AGENT, the ISSUING BANK and the LENDERS, as amended by the First AmendmentAmendment No. 1 To Amended And Restated Credit Agreement dated October 2, dated as of March 26, 2002, as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to time, the 1996 ("Credit AgreementCREDIT AGREEMENT"), by and among the Borrower, the Lenders, the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders LENDERS have extended certain credit facilities to the Borrowers; DRS Air, Inc. BORROWER in the maximum principal amount of One Hundred Ten Million Dollars (now known as DRS Unmanned Technologies, Inc.$110,000,000.00) ("CREDIT FACILITY"), an Unrestricted Subsidiary . The BORROWER from time to time makes advances and other credit accommodations to each of the Borrower, acquired assets GUARANTORS with proceeds of Meggitt Defense Systems, Inc., the CREDIT FACILITY and such advances and credit accommodations to each GUARANTOR are evidenced by a Texas corporation secured promissory note from each such GUARANTOR to the order of the BORROWER which has been assigned by the BORROWER to the COLLATERAL AGENT (all of such secured promissory notes are collectively herein referred to as the "AcquisitionGUARANTOR NOTES") for a purchase price of $750,000 ). The BORROWER'S obligations under the CREDIT FACILITY are secured by, among other things, the security interests and liens granted by the BORROWER to the COLLATERAL AGENT, pursuant to the Asset Sale Purchase Agreement terms of the Security Agremeent dated as April 4May 22, 2002 1996 executed by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parentthe BORROWER ("SECURITY AGREEMENT"). The funding for GUARANTORS have guaranteed the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary obligations of the Borrower desires BORROWER under the CREDIT FACILITY pursuant to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreementvarious Guaranty And Security Agreements (individually "GUARANTY" and collectively, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders"GUARANTIES"). The Borrower BORROWER has requested that the Lenders (a) waive LENDER increase the Default and Event of Default resulting from the breach of Section 11.3 maximum principal amount of the Credit Agreement on account CREDIT FACILITY from One Hundred Ten Million Dollars ($110,000,000.00) to One Hundred Twelve Million Dollars ($112,000,000.00). The LENDERS are willing to increase the maximum principal amount of the Acquisition Funding, (b) consent to CREDIT FACILITY as requested by the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject BORROWER pursuant to the terms and conditions provisions of this Agreement, the Administrative Agent and the Lenders are willing to agree to the requested waivers, consents and amendments;AMENDMENT.

STATEMENT OF PURPOSE. The Each of the US Borrower, the Lenders Canadian Borrower and the Administrative Agent Dutch Borrower (collectively, the “Existing Borrowers”) are parties party to a that certain Amended and Restated Credit Agreement dated as of September 2829, 2001 2017 (as amended by the that certain First Amendment, Amendment to Amended and Restated Credit Agreement dated as of March 26September 21, 2002, as amended hereby2018, and as may be further amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement"”), by and among the BorrowerExisting Borrowers, each lender party thereto (collectively, the “Lenders” and, each individually, a “Lender”) and the Administrative Agent. Certain Domestic Subsidiaries (collectively, TD Securities (USAthe “Subsidiary Guarantors”) Inc., as Syndication Agent entered into that certain Amended and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Restated Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Guaranty Agreement dated as April 4of September 29, 2002 by 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Subsidiary Guaranty Agreement”) in favor of the Administrative Agent for the benefit of itself and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parentthe other Guaranteed Parties. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The US Borrower has requested informed the Administrative Agent that the Lenders it plans to (a) waive enter into a transaction or series of transactions whereby it will dissolve, liquidate, wind-up or merge out of existence the Default and Event of Default resulting from Dutch Borrower under the breach of Section 11.3 laws of the Credit Agreement on account of Netherlands (any such actions, collectively, the Acquisition Funding“SCP Pool B.V. Transition”), and (b) consent assign all of the obligations of the Dutch Borrower under the Loan Documents to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate Euro Borrower and the Euro Borrower will assume all of the Borrower rights and to the financing obligations of the Data Asset Sale with Dutch Borrower under the Seller NoteLoan Documents. The Borrowers have requested, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions of this Agreement, the Administrative Agent and the Lenders are willing to agree have agreed, subject to the requested waiversterms and conditions set forth herein, consents to consent to the SCP Pool B.V. Transition and amendments;to amend the Credit Agreement and the Subsidiary Guaranty Agreement, in each case as specifically set forth herein.

STATEMENT OF PURPOSE. The Borrower, certain Affiliates (as defined below) of the Lenders Borrower and the Administrative Agent are parties to a certain lenders previously entered into an Amended and Restated Credit Agreement dated as of September 28October 23, 1998 (the “1998 Credit Agreement”), as amended by (i) a First Amendment to Amended and Restated Credit Agreement dated as of December 10, 1998, (ii) a Second Amendment to Amended and Restated Credit Agreement dated as of February 10, 1999, (iii) a Third Amendment to Amended and Restated Credit Agreement dated as of July 22, 1999, (iv) a Fourth Amendment to Amended and Restated Credit Agreement dated as of November 15, 1999, and (v) a Fifth Amendment to Amended and Restated Credit Agreement dated as of May 30, 2000 (the 1998 Credit Agreement, as so amended and restated is hereby referred to as the “Original Credit Agreement”). The Borrower, certain Affiliates of the Borrower party to the Original Credit Agreement, and the lenders party to the Original Credit Agreement subsequently amended and restated the Original Credit Agreement in its entirety pursuant to a Second Amended and Restated Credit Agreement dated as of January 12, 2001 (as amended, the “Second Amended and Restated Credit Agreement”). The Borrower and certain lenders subsequently amended by and restated the First Amendment, Second Amended and Restated Credit Agreement in its entirety pursuant to a Third Amended and Restated Credit Agreement dated as of March 26July 25, 2002, 2001 (as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to time, the "“Third Amended and Restated Credit Agreement"”), by . The Borrower and among certain lenders subsequently amended and restated the Borrower, the Lenders, the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent Third Amended and Mellon Bank, N.A., as Documentation Agent Restated Credit Agreement in its entirety pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Fourth Amended and Restated Credit Agreement dated as April 4of December 20, 2002 by 2001 (as amended, the “Fourth Amended and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Restated Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders”). The Borrower has requested that and certain lenders subsequently amended and restated the Lenders (a) waive the Default Fourth Amended and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Restated Credit Agreement in certain respects its entirety pursuant to a Fifth Amended and Restated Credit Agreement dated as more fully described below; Subject of July 30, 2003 (as amended to date, the terms and conditions of this “Existing Credit Agreement”). The Borrower, the Administrative Agent and certain Lenders desire to amend and restate the Lenders are willing to agree to Existing Credit Agreement in its entirety on the requested waivers, consents terms and amendments;conditions set forth in this Agreement.

STATEMENT OF PURPOSE. The Borrower, A credit facility was extended to the Lenders Borrowers pursuant to the terms and the Administrative Agent are parties to a conditions of that certain Amended and Restated Credit Agreement dated as of September 28, 2001 (as amended by the First AmendmentAgreement, dated as of March 26October 19, 2002, 2011 (as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to timetime prior to the date hereof, the "“Existing Credit Agreement"”), by and among the BorrowerBorrowers, the LendersPersons party thereto from time to time as Guarantors (as defined in the Existing Credit Agreement), the Administrative Agentfinancial institutions party thereto from time to time as Lenders (as defined in the Existing Credit Agreement), TD Securities and Xxxxx Fargo Capital Finance, LLC (USA) Inc.as successor-by-merger to Wachovia Capital Finance Corporation (Central)), as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parentadministrative agent. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance In connection with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Existing Credit Agreement, Section 11.8 the Borrowers and the Guarantors executed and delivered the Security Documents (as defined in the Existing Credit Agreement) in favor of the Credit Agreement prohibits transactions with Affiliates unless prior written approval is given by Administrative Agent to secure the Required Lenders payment and Section 11.3 performance of the Obligations (as defined in the Existing Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required LendersAgreement). The Borrower has Borrowers have requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Existing Credit Agreement on account of the Acquisition Fundingbe amended, (b) consent to the Borrower's sale of certain assets of DRS Data Systemsmodified and restated, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject pursuant to the terms and conditions of this set forth herein. Each Credit Party (as defined herein) acknowledges and agrees that the security interests and Liens (as defined in the Existing Credit Agreement, ) granted to the Administrative Agent pursuant to the Existing Credit Agreement and the Lenders other Security Documents (as defined in the Existing Credit Agreement), shall remain outstanding and in full force and effect, without interruption or impairment of any kind, in accordance with the Existing Credit Agreement and shall continue to secure the Obligations (as defined herein), except as such security interest and Liens (as defined in the Existing Credit Agreement) are willing amended, restated or modified in this Agreement and the related Security Documents (as defined herein). Each Credit Party acknowledges and agrees that (a) the Obligations (as defined herein) represent, among other things, the amendment, restatement, renewal, extension, consolidation and modification of the Obligations (as defined in the Existing Credit Agreement) arising in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith; (b) the Borrower Parties intend that the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith and the collateral pledge thereunder shall secure, without interruption or impairment of any kind, all existing Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, as they may be amended, restated, renewed, extended, consolidated and modified hereunder, together with all other obligations hereunder; (c) all Liens (as defined in the Existing Credit Agreement) evidenced by the Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith are hereby ratified, confirmed and continued, except as such Liens are amended, restated or modified in this Agreement and the related Security Documents (as defined herein); and (d) the Loan Documents (as defined herein) are intended to agree restate, renew, extend, consolidate, amend and modify the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith. The Borrower intends that (a) the provisions of the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, to the requested waiversextent restated, consents renewed, extended, consolidated, amended and amendments;modified hereby and by the other Loan Documents (as defined herein), be hereby superseded and replaced by the provisions hereof and of the other Loan Documents (as defined herein); and (b) by entering into and performing its obligations hereunder, this contract shall not constitute a novation of the Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement, which remain outstanding or evidence repayment of any of the Obligations.

STATEMENT OF PURPOSE. The BorrowerPursuant to the terms of the Credit Agreement, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 2811, 2001 1998 (as amended by the First Amendment, dated as of March 26, 2002, as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to timemodified, the "Credit Agreement"), by and among the Borrower, the Lenders, Lenders and the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended agreed to make certain credit facilities Extensions of Credit to the Borrowers; DRS Air, Inc. (now known Borrower as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for a purchase price of $750,000 pursuant to the Asset Sale Purchase Agreement dated as April 4, 2002 by and among DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parentmore particularly described therein. The funding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance In connection with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) execution and delivery of the Credit Agreement, Section 11.8 the Borrower executed and delivered in favor of the Administrative Agent a Pledge Agreement, dated as of September 11, 1998 (as heretofore amended, restated, supplemented or otherwise modified, the "Existing Pledge Agreement"), pursuant to which the Borrower pledged to the Administrative Agent, for the ratable benefit of the Lenders, the Collateral to secure the Obligations (as such terms are defined in the Existing Pledge Agreement). The Borrower, the Lenders and the Administrative Agent have agreed to execute a Second Amendment, Waiver and Agreement, dated as of June 29, 1999 (the "Second Amendment"), under the Credit Agreement prohibits to, among other things, amend certain provisions thereof. The Pledgors are the record and beneficial owner of (a) the shares of Pledged Stock (as hereinafter defined) issued by certain corporations as specified on Schedule I attached hereto and incorporated herein by reference (collectively, the "Issuers") and (b) the Partnership/LLC Interests (as hereinafter defined) in the partnerships and limited liability companies listed on Schedule I hereto (collectively, the "Partnerships/LLCs"). In connection with the transactions with Affiliates unless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default Second Amendment and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions of this Agreementa condition precedent thereto, the Administrative Agent and the Lenders are willing to agree have requested that the Existing Pledge Agreement be amended and restated, and that each Pledgor execute and deliver this Pledge Agreement together with, the Pledged Stock, to the requested waiversextent not previously delivered to the Administrative Agent, consents and amendments;the Partnership/LLC Interests to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, and each of the Pledgors has agreed to do so pursuant to the terms hereof.