CREDIT AGREEMENT

EXHIBIT 10.01
EXECUTION COPY

CREDIT AGREEMENT

Dated as of February 5, 1998

among

IFR SYSTEMS, INC.

THE INSTITUTIONS FROM TIME TO TIME
PARTIES HERETO AS LENDERS

and

THE FIRST NATIONAL BANK OF CHICAGO,
as Agent

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ARTICLE I: DEFINITIONS
1.1 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . .1
1.2 References. . . . . . . . . . . . . . . . . . . . . . . . . . 23
1.3 Supplemental Disclosure . . . . . . . . . . . . . . . . . . . 23

ARTICLE II: THE TERM LOAN AND REVOLVING LOAN FACILITIES
2.1 Term Loans. . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.2 Revolving Loans . . . . . . . . . . . . . . . . . . . . . . . 27
2.3 Swing Line Loans. . . . . . . . . . . . . . . . . . . . . . . 27
2.4 Rate Options for all Advances; Maximum Interest Periods . . . 29
2.5 Optional Payments; Mandatory Prepayments. . . . . . . . . . . 29
2.6 Reduction of Commitments. . . . . . . . . . . . . . . . . . . 31
2.7 Method of Borrowing . . . . . . . . . . . . . . . . . . . . . 31
2.8 Method of Selecting Types and Interest
Periods for Advances. . . . . . . . . . . . . . . . . . . . . 32
2.9 Minimum Amount of Each Advance. . . . . . . . . . . . . . . . 32
2.10 Method of Selecting Types and Interest Periods for Conversion
and Continuation of Advances. . . . . . . . . . . . . . . . . 32
2.11 Default Rate. . . . . . . . . . . . . . . . . . . . . . . . . 33
2.12 Method of Payment . . . . . . . . . . . . . . . . . . . . . . 33
2.13 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.14 Telephonic Notices. . . . . . . . . . . . . . . . . . . . . . 34
2.15 Promise to Pay; Interest and Commitment Fees; Interest Payment
Dates;
Interest and Fee Basis; Taxes; Loan and Control Accounts. . . 34
2.16 Notification of Advances, Interest Rates, Prepayments and
Aggregate Revolving Loan Commitment Reductions. . . . . . . . 40
2.17 Lending Installations . . . . . . . . . . . . . . . . . . . . 40
2.18 Non-Receipt of Funds by the Agent . . . . . . . . . . . . . . 40
2.19 Termination Date. . . . . . . . . . . . . . . . . . . . . . . 40
2.20 Replacement of Certain Lenders. . . . . . . . . . . . . . . . 40
2.21 Judgment Currency . . . . . . . . . . . . . . . . . . . . . . 41
2.22 Market Disruption . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE III: THE LETTER OF CREDIT FACILITY
3.1 Obligation to Issue . . . . . . . . . . . . . . . . . . . . . 42
3.2 Reserved. . . . . . . . . . . . . . . . . . . . . . . . . . . 42
3.3 Types and Amounts . . . . . . . . . . . . . . . . . . . . . . 42
3.4 Conditions. . . . . . . . . . . . . . . . . . . . . . . . . . 43
3.5 Procedure for Issuance of Letters of Credit . . . . . . . . . 43
3.6 Letter of Credit Participation. . . . . . . . . . . . . . . . 44
3.7 Reimbursement Obligation. . . . . . . . . . . . . . . . . . . 44
3.8 Letter of Credit Fees . . . . . . . . . . . . . . . . . . . . 44
3.9 Issuing Bank Reporting Requirements . . . . . . . . . . . . . 45

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3.10 Indemnification: Exoneration. . . . . . . . . . . . . . . . . 45
3.11 Cash Collateral . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE IV: CHANGE IN CIRCUMSTANCES
4.1 Yield Protection. . . . . . . . . . . . . . . . . . . . . . . 46
4.2 Changes in Capital Adequacy Regulations . . . . . . . . . . . 47
4.3 Availability of Types of Advances . . . . . . . . . . . . . . 48
4.4 Funding Indemnification . . . . . . . . . . . . . . . . . . . 48
4.5 Lender Statements: Survival of Indemnity. . . . . . . . . . . 48

ARTICLE V: CONDITIONS PRECEDENT
5.1 Initial Advances and Letters of Credit. . . . . . . . . . . . 49
5.2 Each Advance and Letter of Credit . . . . . . . . . . . . . . 50

ARTICLE VI: REPRESENTATIONS AND WARRANTIES
6.1 Organization; Corporate Powers. . . . . . . . . . . . . . . . 51
6.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . 51
6.3 No Conflict; Governmental Consents. . . . . . . . . . . . . . 51
6.4 Financial Statements. . . . . . . . . . . . . . . . . . . . . 52
6.5 No Material Adverse Change. . . . . . . . . . . . . . . . . . 53
6.6 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
6.7 Litigation; Loss Contingencies and Violations . . . . . . . . 53
6.8 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . 54
6.9 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
6.10 Accuracy of Information . . . . . . . . . . . . . . . . . . . 55
6.11 Securities Activities . . . . . . . . . . . . . . . . . . . . 55
6.12 Material Agreements . . . . . . . . . . . . . . . . . . . . . 55
6.13 Compliance with Laws. . . . . . . . . . . . . . . . . . . . . 55
6.14 Assets and Properties . . . . . . . . . . . . . . . . . . . . 55
6.15 Statutory Indebtedness Restrictions . . . . . . . . . . . . . 56
6.16 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 56
6.17 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . 56
6.18 Marconi Acquisition . . . . . . . . . . . . . . . . . . . . . 56
6.19 Environmental Matters . . . . . . . . . . . . . . . . . . . . 56
6.20 Solvency. . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE VII: COVENANTS
7.1 Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . 57
7.2 Affirmative Covenants . . . . . . . . . . . . . . . . . . . . 62
7.3 Negative Covenants. . . . . . . . . . . . . . . . . . . . . . 64
7.4 Financial Covenants . . . . . . . . . . . . . . . . . . . . . 70

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ARTICLE VIII: DEFAULTS

8.1 Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . 71

ARTICLE IX: ACCELERATION, DEFAULTING LENDERS; WAIVERS,
AMENDMENTS AND REMEDIES
9.1 Termination of Commitments; Acceleration. . . . . . . . . . . 74
9.2 Defaulting Lender . . . . . . . . . . . . . . . . . . . . . . 74
9.3 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . 75
9.4 Preservation of Rights. . . . . . . . . . . . . . . . . . . . 76

ARTICLE X: GENERAL PROVISIONS
10.1 Survival of Representations . . . . . . . . . . . . . . . . . 77
10.2 Governmental Regulation . . . . . . . . . . . . . . . . . . . 77
10.3 Performance of Obligations. . . . . . . . . . . . . . . . . . 77
10.4 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10.5 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . 77
10.6 Several Obligations; Benefits of this Agreement . . . . . . . 77
10.7 Expenses; Indemnification . . . . . . . . . . . . . . . . . . 78
10.8 Numbers of Documents. . . . . . . . . . . . . . . . . . . . . 79
10.9 Accounting. . . . . . . . . . . . . . . . . . . . . . . . . . 79
10.10 Severability of Provisions. . . . . . . . . . . . . . . . . . 79
10.11 Nonliability of Lenders . . . . . . . . . . . . . . . . . . . 79
10.12 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 80
10.13 Consent to Jurisdiction; Service of Process; Jury Trial . . . 80

ARTICLE XI: THE AGENT
11.1 Appointment; Nature of Relationship . . . . . . . . . . . . . 81
11.2 Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.3 General Immunity. . . . . . . . . . . . . . . . . . . . . . . 81
11.4 No Responsibility for Loans, Creditworthiness, Recitals, Etc. 82
11.5 Action on Instructions of Lenders . . . . . . . . . . . . . . 82
11.6 Employment of Agents and Counsel. . . . . . . . . . . . . . . 82
11.7 Reliance on Documents; Counsel. . . . . . . . . . . . . . . . 82
11.8 The Agent's Reimbursement and Indemnification . . . . . . . . 82
11.9 Rights as a Lender. . . . . . . . . . . . . . . . . . . . . . 83
11.10 Lender Credit Decision. . . . . . . . . . . . . . . . . . . . 83
11.11 Successor Agent . . . . . . . . . . . . . . . . . . . . . . . 83
11.12 Collateral Documents. . . . . . . . . . . . . . . . . . . . . 83

ARTICLE XII: SETOFF; RATABLE PAYMENTS
12.1 Setoff. . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
12.2 Ratable Payments. . . . . . . . . . . . . . . . . . . . . . . 84

iii

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12.3 Application of Payments . . . . . . . . . . . . . . . . . . . 85
12.4 Relations Among Lenders . . . . . . . . . . . . . . . . . . . 86

ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
13.1 Successors and Assigns. . . . . . . . . . . . . . . . . . . . 86
13.2 Participations. . . . . . . . . . . . . . . . . . . . . . . . 86
13.3 Assignments . . . . . . . . . . . . . . . . . . . . . . . . . 87
13.4 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . 88
13.5 Dissemination of Information. . . . . . . . . . . . . . . . . 88

ARTICLE XIV: NOTICES
14.1 Giving Notice . . . . . . . . . . . . . . . . . . . . . . . . 89
14.2 Change of Address . . . . . . . . . . . . . . . . . . . . . . 89

ARTICLE XV: COUNTERPARTS

EXHIBITS AND SCHEDULES

EXHIBITS

EXHIBIT A -- Commitments
(Definitions)

EXHIBIT B-1 -- Form of Revolving Note
(Definitions)

EXHIBIT B-2 -- Form of Swing Line Note
(Definitions)

EXHIBIT B-3 -- Form of Tranche A Term Note (Definitions)

EXHIBIT B-4 -- Form of Tranche B Term Note (Definitions)

EXHIBIT C -- Form of Borrowing/Conversion/Continuation Notice
(Section 2.3 and Section 2.8 and Section 2.10)

EXHIBIT D -- Form of Request for Letter of Credit (Section 3.4)

EXHIBIT E -- Form of Assignment and Acceptance Agreement
(Sections 2.20 and 13.3)

EXHIBIT F -- Form of Borrower's US Counsel's Opinion and Form of
Borrower's UK Counsel's Opinion (Section 5.1)

EXHIBIT G -- List of Closing Documents
(Section 5.1)

EXHIBIT H -- Form of Officer's Certificate
(Sections 5.2 and 7.1(A)(iii))

EXHIBIT I -- Form of Compliance Certificate
(Sections 5.2 and 7.1(A)(iii))

EXHIBIT J -- Form of Subsidiary Guaranty
(Definitions)

SCHEDULES

Schedule 1.1.1 -- Permitted Existing Indebtedness (Definitions)

Schedule 1.1.2 -- Permitted Existing Investments (Definitions)

Schedule 1.1.3 -- Permitted Existing Liens (Definitions)

Schedule 1.1.4 -- Permitted Existing Contingent Obligations (Definitions)

Schedule 6.3 -- Conflicts; Governmental Consents (Section 6.3)

Schedule 6.4 -- Pro Forma Financial Statements (Section 6.4(A))

Schedule 6.7 -- Litigation; Loss Contingencies (Section 6.7)

Schedule 6.8 -- Subsidiaries (Section 6.8)

Schedule 6.9 -- ERISA (Section 6.9)

Schedule 6.16 -- Insurance (Sections 6.16 and 7.2(E))

Schedule 6.18 -- Marconi Acquisition Conditions (Section 6.18)

Schedule 6.19 -- Environmental Matters (Section 6.19)

Schedule I -- Eurocurrency Payment Office

CREDIT AGREEMENT

This Credit Agreement dated as of February 5, 1998 is entered into among
IFR Systems, Inc., a Delaware corporation, the institutions from time to time
parties hereto as Lenders, whether by execution of this Agreement or an
Assignment Agreement pursuant to SECTION 13.3, and The First National Bank of
Chicago, in its capacity as contractual representative for itself and the other
Lenders. The parties hereto agree as follows:

ARTICLE I: DEFINITIONS

1.1 CERTAIN DEFINED. In addition to the terms defined above, the
following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined.

As used in this Agreement:

"ACQUISITION" means any transaction, or any series of related transactions,
consummated on or after the date of this Agreement, by which the Borrower or any
of its Subsidiaries (i) acquires any going business or all or substantially all
of the assets of any firm, corporation or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or indirectly acquires
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage of voting power) of the outstanding
equity interests of another Person.

"ACQUISITION AGREEMENT" means that certain Share Sale and Purchase
Agreement, dated as of February 5, 1998, by and among The General Electric
Company, p.l.c., IFR Systems Limited and the Borrower.

"ADVANCE" means a borrowing hereunder consisting of the aggregate amount of
the several Loans made by the Lenders to the Borrower of the same Type and, in
the case of Eurocurrency Rate Advances, in the same currency and for the same
Interest Period.

"AFFECTED LENDER" is defined in SECTION 2.20 hereof.

"AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of greater than ten percent (10%) or more of any class of voting
securities (or other voting interests) of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
Capital Stock, by contract or otherwise.

"AGENT" means First Chicago in its capacity as contractual representative
for itself and the Lenders pursuant to ARTICLE XI hereof and any successor Agent
appointed pursuant to ARTICLE XI hereof.

"AGGREGATE REVOLVING LOAN COMMITMENT" means the aggregate of the Revolving
Loan

Commitments of all the Lenders, as may be reduced from time to time pursuant to
the terms hereof. The initial Aggregate Revolving Loan Commitment is Thirty
Million and 00/100 Dollars ($30,000,000.00).

"AGGREGATE TERM LOAN COMMITMENT" means the aggregate of the Tranche A Term
Loan Commitments and the Tranche B Term Loan Commitments of all the Lenders.
The Aggregate Term Loan Commitment is One Hundred Million and 00/100 Dollars
($100,000,000.00).

"AGREED CURRENCIES" means (i) Dollars, (ii) so long as such currency
remains an Eligible Currency, Pounds Sterling; and (iii) any other Eligible
Currency which the Borrower requests the Agent to include as an Agreed Currency
hereunder and which is acceptable to one-hundred percent (100%) of the Lenders;
PROVIDED that the Agent shall promptly notify each Lender of each such request
and each Lender shall be deemed not to have agreed to each such request unless
its written consent thereto has been received by the Agent within five (5)
Business Days from the date of such notification by the Agent to such Lender.

"AGREEMENT" means this Credit Agreement, as it may be amended, restated or
otherwise modified and in effect from time to time.

"AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States as of the date of this Agreement,
applied in a manner consistent with that used in preparing the financial
statements of the Borrower referred to in SECTION 6.4(B)(1) hereof, PROVIDED,
HOWEVER, that with respect to the calculation of financial ratios and other
financial tests required by this Agreement, "Agreement Accounting Principles"
means generally accepted accounting principles as in effect in the United States
as of the date of this Agreement, applied in a manner consistent with that used
in preparing the financial statements of the Borrower referred to in SECTION
6.4(A) hereof; PROVIDED, FURTHER, HOWEVER, all PRO FORMA financial statements
reflecting Acquisitions shall be prepared in accordance with the requirements
established by the Commission for acquisition accounting for reporting
acquisitions by public companies (whether or not such Acquisitions are required
to be publicly reported).

"ALTERNATE BASE RATE" means, for any day, a fluctuating rate of interest
per annum equal to the higher of (i) the Corporate Base Rate for such day and
(ii) the sum of (a) the Federal Funds Effective Rate for such day and (b)
one-half of one percent (0.5%) per annum.

"APPLICABLE COMMITMENT FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under SECTION 2.15(C)(i) hereof determined in accordance with the
provisions of SECTION 2.15(D)(ii) hereof.

"APPLICABLE EUROCURRENCY MARGINS" means, as at any date of determination,
the rate per annum then applicable to Eurocurrency Rate Loans which are Tranche
A Term Loans, Revolving Loans or Tranche b Term Loans, as applicable, determined
in accordance with the provisions of SECTION 2.15(D)(ii) hereof.

"APPLICABLE FLOATING RATE MARGINS" means, as at any date of determination,
the rate per annum then applicable to Floating Rate Loans which are Tranche A
Term Loans, Revolving Loans or Tranche B Term Loans, as applicable, determined
in accordance with the provisions of SECTION 2.15(D)(ii) hereof.

"APPLICABLE L/C FEE PERCENTAGE" means, as at any date of determination, a
rate per annum

equal to the Applicable Eurocurrency Margin for Tranche A Term Loans and
Revolving Loans in effect on such date.

"APPROXIMATE EQUIVALENT AMOUNT" of any currency with respect to any amount
of Dollars shall mean the Equivalent Amount of such currency with respect to
such amount of Dollars at such date, rounded up to the nearest amount of such
currency as determined by the Agent from time to time.

"ARRANGER" means First Chicago Capital Markets, Inc., in its capacity as
the arranger for the loan transaction evidenced by this Agreement.

"ASSIGNMENT AGREEMENT" shall mean an assignment and acceptance agreement
entered into in connection with an assignment pursuant to SECTION 13.3 hereof in
substantially the form of EXHIBIT E.

"ASSET SALE" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets
(including by way of a sale-leaseback transaction and including the sale or
other transfer of any of the Equity Interests of any Subsidiary of such Person)
other than (i) the sale of Inventory in the ordinary course of business and (ii)
the sale or other disposition of any obsolete manufacturing Equipment disposed
of in the ordinary course of business.

"AUTHORIZED OFFICER" means any of the President, any Vice President or
Chief Financial Officer of the Borrower, acting singly.

"BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35) of
ERISA (other than a Multiemployer Plan) in respect of which the Borrower or any
other member of the Controlled Group is, or within the immediately preceding six
(6) years was, an "employer" as defined in Section 3(5) of ERISA.

"BORROWER" means IFR Systems, Inc., a Delaware corporation, together with
its successors and assigns, including a debtor-in-possession on behalf of the
Borrower.

"BORROWER PLEDGE AGREEMENT" means that certain Pledge Agreement of even
date herewith executed by the Borrower in favor of the Agent for the benefit of
the Holders of Secured Obligations, as amended, restated or otherwise modified
from time to time, pledging (i) 100% of the Capital Stock of each Domestic
Incorporated Subsidiary and (ii) the lesser of (a) 65% of all of the outstanding
Capital Stock of each Foreign Incorporated Subsidiary and (b) all of the
outstanding Capital Stock of capital stock of each Foreign Incorporated
Subsidiary currently or hereafter owned by the Borrower.

"BORROWING DATE" means a date on which an Advance or Swing Line Loan is
made hereunder.

"BORROWING/CONVERSION/CONTINUATION NOTICE" is defined in SECTION 2.8
hereof.

"BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Loans bearing interest at the Eurocurrency Rate, a day (other than
a Saturday or Sunday) on which banks are open for business in Chicago, Illinois
and New York, New York and on which dealings in Dollars and the other Agreed
Currencies are carried on in the London interbank market and (ii) for all other
purposes a day (other than a Saturday or Sunday) on which banks are open for
business in Chicago, Illinois and New York, New York.

"CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities and including
Capitalized Leases and Permitted Purchase Money Indebtedness) by the Borrower
and its Subsidiaries during that period that, in conformity with Agreement
Accounting Principles, are required to be included in or reflected by the
property, plant, Equipment or similar fixed asset accounts reflected in the
consolidated balance sheet of the Borrower and its Subsidiaries.

"CAPITAL STOCK" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

"CAPITALIZED LEASE" of a Person means any lease of property by such Person
as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.

"CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be capitalized
on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.

"CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States government and backed by the
full faith and credit of the United States government; (ii) domestic and
Eurocurrency certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies (fully protected against
currency fluctuations for any such deposits with a term of more than ninety (90)
days); (iii) shares of money market, mutual or similar funds having assets in
excess of $100,000,000 and the investments of which are limited to investment
grade securities (i.e., securities rated at least Baa by Xxxxx'x Investors
Service, Inc. or at least BBB by Standard & Poor's Corporation); and (iv)
commercial paper of United States and foreign banks and bank holding companies
and their subsidiaries and United States and foreign finance, commercial
industrial or utility companies which, at the time of acquisition, are rated A-1
(or better) by Standard & Poor's Corporation or P-1 (or better) by Xxxxx'x
Investors Services, Inc.; PROVIDED that the maturities of such Cash Equivalents
shall not exceed 365 days.

"CHANGE" is defined in SECTION 4.2 hereof.

"CHANGE OF CONTROL" means an event or series of events by which:

(a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act of 1934), becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act of 1934, except
that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of twenty percent (20%) or more of the combined voting power of
the Borrower's outstanding Capital Stock ordinarily having the right to
vote at an election of directors; or

(b) during any period of twelve (12) consecutive calendar months,
individuals: (i)

who were directors of the Borrower on the first day of such period, or (ii)
whose election or nomination for election to the board of directors of the
Borrower was recommended or approved by at least a majority of the
directors then still in office who were directors of the Borrower on the
first day of such period, or whose election or nomination for election was
so approved, shall cease to constitute a majority of the board of directors
of the Borrower; or

(c) the Borrower consolidates with or merges into another corporation
or conveys, transfers or leases all or substantially all of its property to
any Person, or any corporation consolidates with or merges into the
Borrower, in either event pursuant to a transaction in which the
outstanding Capital Stock of the Borrower is reclassified or changed into
or exchanged for cash, securities or other property; or

(d) the Borrower shall cease to own and control all of the economic
and voting rights associated with all of the outstanding Capital Stock of
its Subsidiaries, including, without limitation, Marconi (US) and Marconi
(UK).

"CLOSING DATE" means the date on which the Term Loans and the initial
Revolving Loans are advanced hereunder.

"CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

"COLLATERAL" means all property and interests in property now owned or
hereafter acquired by the Borrower or any of its Subsidiaries in or upon which a
security interest, lien or mortgage is granted to the Agent, for the benefit of
the Holders of Secured Obligations, or to the Agent, for the benefit of the
Lenders, whether under the Security Agreement, under any of the other Collateral
Documents or under any of the other Loan Documents.

"COLLATERAL DOCUMENTS" means all agreements, instruments and documents
executed in connection with this Agreement, including, without limitation, the
Security Agreement, the Borrower Pledge Agreement, the Guaranties, the
Subsidiary Security Agreements, the Intellectual Property Security Agreements,
the Equitable Charge and all other security agreements, mortgages, loan
agreements, notes, guarantees, pledges, powers of attorney, consents,
assignments, contracts, fee letters, notices, leases, financing statements and
all other written matter whether heretofore, now, or hereafter executed by or on
behalf of the Borrower or any of its Subsidiaries and delivered to the Agent or
any of the Lenders, together with all agreements and documents referred to
therein or contemplated thereby.

"COMMISSION" means the Securities and Exchange Commission and any Person
succeeding to the functions thereof.

"COMMITMENT" means, for each Lender, collectively, such Lender's Revolving
Loan Commitment, Tranche A Term Loan Commitment and Tranche B Term Loan
Commitment.

"CONSOLIDATED NET WORTH" means, at a particular date, all amounts which
would be included under shareholders' or members' equity for the Borrower and
its consolidated Subsidiaries determined in accordance with Agreement Accounting
Principles PLUS an amount equal to the actual amount of any reduction of the
Borrower's and its consolidated Subsidiaries' Consolidated Net Worth
attributable to write-offs for goodwill made in connection with the Marconi
Acquisition to the extent such reduction is taken on or before June 30, 1998 and
in an amount not to exceed $20,000,000.

"CONSOLIDATED TANGIBLE ASSETS" means the total assets of the Borrower and
its Subsidiaries on a consolidated basis, but excluding therefrom all items that
are treated as intangibles under Agreement Accounting Principles.

"CONTAMINANT" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls ("PCBs"), or any
constituent of any such substance or waste, and includes but is not limited to
these terms as defined in Environmental, Health or Safety Requirements of Law.

"CONTINGENT OBLIGATION", as applied to any Person, means any Contractual
Obligation, contingent or otherwise, of that Person with respect to any
Indebtedness of another or other obligation or liability of another, including,
without limitation, any such Indebtedness, obligation or liability of another
directly or indirectly guaranteed, endorsed (otherwise than for collection or
deposit in the ordinary course of business), co-made or discounted or sold with
recourse by that Person, or in respect of which that Person is otherwise
directly or indirectly liable, including Contractual Obligations (contingent or
otherwise) arising through any agreement to purchase, repurchase, or otherwise
acquire such Indebtedness, obligation or liability or any security therefor, or
to provide funds for the payment or discharge thereof (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise), or to
maintain solvency, assets, level of income, or other financial condition, or to
make payment other than for value received. The amount of any Contingent
Obligation shall be equal to the present value of the portion of the obligation
so guaranteed or otherwise supported, in the case of known recurring
obligations, and the maximum reasonably anticipated liability in respect of the
portion of the obligation so guaranteed or otherwise supported assuming such
Person is required to perform thereunder, in all other cases.

"CONTRACTUAL OBLIGATION", as applied to any Person, means any provision of
any equity or debt securities issued by that Person or any indenture, mortgage,
deed of trust, security agreement, pledge agreement, guaranty, contract,
undertaking, agreement or instrument, in any case in writing, to which that
Person is a party or by which it or any of its properties is bound, or to which
it or any of its properties is subject.

"CONTROLLED GROUP" means the group consisting of (i) any corporation which
is a member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Borrower; (ii) a partnership or other trade
or business (whether or not incorporated) which is under common control (within
the meaning of Section 414(c) of the Code) with the Borrower; and (iii) a member
of the same affiliated service group (within the meaning of Section 414(m) of
the Code) as the Borrower, any corporation described in CLAUSE (i) above or any
partnership or trade or business described in CLAUSE (ii) above.

"CONTROLLED SUBSIDIARY" of any Person means a Subsidiary of such Person (i)
90% or more of the total Equity Interests or other ownership interests of which
(other than directors' qualifying shares) shall at the time be owned by such
Person or by one or more wholly-owned Subsidiaries of such Person and (ii) of
which such Person possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies, whether through the ownership
of voting securities, by agreement or otherwise.

"CORPORATE BASE RATE" means the corporate base rate of interest announced
by First Chicago from time to time, changing when and as said corporate base
rate changes.

"CURE LOAN" is defined in SECTION 9.2(iii) hereof.

"CUSTOMARY PERMITTED LIENS" means:

(i) Liens (other than Environmental Liens and Liens in favor of the
IRS or the PBGC) with respect to the payment of taxes, assessments or
governmental charges in all cases which are not yet due or (if foreclosure,
distraint, sale or other similar proceedings shall not have been commenced
or any such proceeding after being commenced is stayed) which are being
contested in good faith by appropriate proceedings properly instituted and
diligently conducted and with respect to which adequate reserves or other
appropriate provisions are being maintained in accordance with Agreement
Accounting Principles;

(ii) statutory Liens of landlords and Liens of suppliers, mechanics,
carriers, materialmen, warehousemen or workmen and other similar Liens
imposed by law created in the ordinary course of business for amounts not
yet due or which are being contested in good faith by appropriate
proceedings properly instituted and diligently conducted and with respect
to which adequate reserves or other appropriate provisions are being
maintained in accordance with Agreement Accounting Principles;

(iii) Liens (other than Environmental Liens and Liens in favor of the
IRS or the PBGC) incurred or deposits made in the ordinary course of
business in connection with worker's compensation, unemployment insurance
or other types of social security benefits or to secure the performance of
bids, tenders, sales, contracts (other than for the repayment of borrowed
money), surety, appeal and performance bonds; PROVIDED that (A) all such
Liens do not in the aggregate materially detract from the value of the
Borrower's or such Subsidiary's assets or property taken as a whole or
materially impair the use thereof in the operation of the businesses taken
as a whole, and (B) all Liens securing bonds to stay judgments or in
connection with appeals do not secure at any time an aggregate amount
exceeding $1,000,000;

(iv) Liens arising with respect to zoning restrictions, easements,
licenses, reservations, covenants, rights-of-way, utility easements,
building restrictions and other similar charges or encumbrances on the use
of real property which do not in any case materially detract from the value
of the property subject thereto or interfere with the ordinary conduct of
the business of the Borrower or any of its Subsidiaries;

(v) Liens of attachment or judgment with respect to judgments, writs
or warrants of attachment, or similar process against the Borrower or any
of its Subsidiaries which do not constitute a Default under SECTION 8.1(H)
hereof; and

(vi) any interest or title of the lessor in the property subject to
any operating lease entered into by the Borrower or any of its Subsidiaries
in the ordinary course of business.

"DEFAULT" means an event described in ARTICLE VIII hereof.

"DOL" means the United States Department of Labor and any Person succeeding
to the functions thereof.

"DOLLAR" and "$" means dollars in the lawful currency of the United States.

"DOLLAR AMOUNT" of any currency at any date shall mean (i) the amount of
such currency if such currency is Dollars or (ii) the Equivalent Amount of
Dollars if such currency is any currency other than Dollars, calculated on the
basis of the arithmetical mean of the buy and sell spot rates of exchange of the
Agent for such Currency on the London market at 11:00 a.m. (London time) two
Business Days prior to the date on which such amount is to be determined.

"DOMESTIC INCORPORATED SUBSIDIARY" means a Subsidiary of the Borrower
organized under the laws of a jurisdiction located in the United States of
America.

"EBITDA" means, for any period, on a consolidated basis for the Borrower
and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) Net Income, PLUS (ii) accrued interest expense to the extent
deducted in computing Net Income, PLUS (iii) charges against income for foreign,
federal, state and local taxes to the extent deducted in computing Net Income,
PLUS (iv) depreciation expense to the extent deducted in computing Net Income,
PLUS (v) amortization expense, including, without limitation, amortization of
goodwill and other intangible assets to the extent deducted in computing Net
Income, PLUS (vi) other non-cash charges classified as long-term deferrals in
accordance with Agreement Accounting Principles to the extent deducted in
computing Net Income, PLUS (vii) other extraordinary non-cash charges to the
extent deducted in computing Net Income, MINUS (viii) other extraordinary
non-cash credits to the extent added in computing Net Income.

"ELIGIBLE CURRENCY" means any currency other than Dollars that is readily
available, freely traded, in which deposits are customarily offered to banks in
the London interbank market, convertible into Dollars in the international
interbank market available to the Lenders in such market and as to which an
Equivalent Amount may be readily calculated. If, after the designation by the
Lenders of any currency as an Agreed Currency, currency control or other
exchange regulations are imposed in the country in which such currency is issued
with the result that different types of such currency are introduced, such
country's currency is, in the determination of the Agent, no longer readily
available or freely traded or (ii) as to which, in the determination of the
Agent, an Equivalent Amount is not readily calculable (each of CLAUSE (i) and
(ii), a "DISQUALIFYING EVENT"), then the Agent shall promptly notify the Lenders
and the Borrower, and such country's currency shall no longer be an Agreed
Currency until such time as the Disqualifying Event(s) no longer exist, but in
any event within five (5) Business Days of receipt of such notice from the
Agent, the Borrower shall repay all Loans in such currency to which the
Disqualifying Event applies or convert such Loans into Loans in Dollars or
another Agreed Currency, subject to the other terms contained in ARTICLES II and
IV.

"ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to federal, state and local laws or
regulations relating to or addressing pollution or protection of the
environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Section 9601 ET SEQ., the Occupational Safety and Health Act of
1970, 29 U.S.C. Section 651 ET SEQ., and the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. Section 6901 ET SEQ., in each case including any
amendments thereto, any successor statutes, and any regulations or guidance
promulgated thereunder, and any state or local equivalent thereof.

"ENVIRONMENTAL LIEN" means a lien in favor of any Governmental Authority
for (a) any liability under Environmental, Health or Safety Requirements of Law,
or (b) damages arising from, or costs incurred by such Governmental Authority in
response to, a Release or threatened Release of a Contaminant into the
environment.

"ENVIRONMENTAL PROPERTY TRANSFER ACT" means any applicable requirement of
law that conditions, restricts, prohibits or requires any notification or
disclosure triggered by the closure of any property or the transfer, sale or
lease of any property or deed or title for any property for environmental
reasons, including, but not limited to, any so-called "Industrial Site Recovery
Act" or "Responsible Property Transfer Act."

"EQUIPMENT" means all of the Borrower's present and future (i) equipment,
including, without limitation, machinery, manufacturing, distribution, selling,
data processing and office equipment, assembly systems, tools, molds, dies,
fixtures, appliances, furniture, furnishings, vehicles, vessels, aircraft,
aircraft engines, and trade fixtures, (ii) other tangible personal property
(other than the Borrower's Inventory), and (iii) any and all accessions, parts
and appurtenances attached to any of the foregoing or used in connection
therewith, and any substitutions therefor and replacements, products and
proceeds thereof.

"EQUITABLE CHARGE" means that certain Fixed and Floating Charge of even
date herewith executed by the Borrower in favor of the Agent for the benefit of
the Holders of Secured Obligations, as amended, restated, supplemented or
otherwise modified from time to time.

"EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

"EQUIVALENT AMOUNT" of any Agreed Currency with respect to any amount of
Dollars at any date shall mean the equivalent in such Currency of such amount of
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Agent for such other Currency at 11:00 a.m.
(London time) two Business Days prior to the date on which such amount is to be
determined.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

"EUROCURRENCY BASE RATE" means, with respect to any Eurocurrency Rate
Advance for any specified Interest Period, either (i) the rate of interest per
annum equal to the rate for deposits in the applicable Agreed Currency in the
approximate amount of the pro rata share of the Agent of such Eurocurrency
Advance with a maturity approximately equal to such Interest Period which
appears on Telerate Page 3740 or Telerate Page 3750, as applicable, or, if there
is more than one such rate, the average of such rates rounded to the nearest
1/100 of 1%, as of 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period or (ii) if no such rate of interest appears on
Telerate Page 3740 or Telerate Page 3750, as applicable, for any specified
Interest Period, the rate at which deposits in the applicable Agreed Currency
are offered by the Agent to first-class banks in the London interbank market at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period, in the approximate amount of the pro rata share of the
Agent of such Eurocurrency Advance and having a maturity approximately equal to
such Interest Period. The terms "Telerate Page 3740" and "Telerate Page 3750"
mean the display designated as "Page 3740" and "Page 3750", as applicable, on
the Associated Press-Dow Xxxxx Telerate Service (or such other page as may
replace Page 3740 or Page 3750, as applicable, on the Associated Press-Dow Xxxxx
Telerate Service or such other service as may be nominated by the British
Bankers' Association as the information vendor for the purpose of displaying
British Bankers' Association interest rate

settlement rates for the relevant Agreed Currency). Any Eurocurrency Base Rate
determined on the basis of the rate displayed on Telerate Page 3740 or Telerate
Page 3750 in accordance with the foregoing provisions of this subparagraph shall
be subject to corrections, if any, made in such rate and displayed by the
Associated Press-Dow Xxxxx Telerate Service within one hour of the time when
such rate is first displayed by such service.

"EUROCURRENCY PAYMENT OFFICE" of the Agent shall mean, for each of the
Agreed Currencies, the office, branch or affiliate of the Agent, specified as
the "EUROCURRENCY PAYMENT OFFICE" for such Agreed Currency in SCHEDULE I hereto
or such other office, branch, affiliate or correspondent bank of the Agent, as
it may from time to time specify to the Borrower and each Lender as its
Eurocurrency Payment Office.

"EUROCURRENCY RATE" means, with respect to a Eurocurrency Rate Loan for the
relevant Interest Period, the Eurocurrency Base Rate applicable to such Interest
Period PLUS the then Applicable Eurocurrency Margin. The Eurocurrency Rate
shall be rounded to the next higher multiple of 1/16 of 1% if the rate is not
such a multiple.

"EUROCURRENCY RATE ADVANCE" means an Advance which bears interest at the
Eurocurrency Rate.

"EUROCURRENCY RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Eurocurrency Rate.

"EXCESS CASH FLOW" means an amount equal to the Borrower's and its
Subsidiaries' consolidated (i) EBITDA for such period, MINUS (ii) income taxes
paid in cash for such period, MINUS (iii) Capital Expenditures paid in cash
during such period, MINUS (iv) Interest Expense for such period, MINUS
(v) scheduled amortization of the principal portion of the Term Loans and
scheduled amortization of the principal portion of all other Indebtedness of the
Borrower and its Subsidiaries during such period, MINUS (vi) the increase (or
PLUS the decrease) in Working Capital during such period, in each case as
calculated in accordance with Agreement Accounting Principles. All such amounts
shall be calculated assuming that the Borrower has conducted its business in the
ordinary course and in accordance with past practices.

"FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
discretion.

"FINANCING" means, with respect to any Person, the issuance or sale by such
Person of any Equity Interests of such Person or any Indebtedness consisting of
debt securities of such Person.

"FIRST CHICAGO" means The First National Bank of Chicago, in its individual
capacity, and its successors.

"FIXED CHARGE COVERAGE RATIO" is defined in SECTION 7.4(A) hereof.

"FLOATING RATE" means, for any day for any Loan, a rate per annum equal to
the Alternate Base Rate for such day, changing and as the Alternate Base Rate
changes, PLUS the then Applicable Floating Rate Margin.

"FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

"FLOATING RATE LOAN" means a Loan, or portion thereof, which bears interest
at the Floating Rate.

"FOREIGN INCORPORATED SUBSIDIARY" means a Subsidiary of the Borrower which
is not a Domestic Incorporated Subsidiary.

"GOVERNMENTAL ACTS" is defined in SECTION 3.10(A) hereof.

"GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

"GROSS NEGLIGENCE" means recklessness, or actions taken or omitted with
conscious indifference to or the complete disregard of consequences. Gross
Negligence does not mean the absence of ordinary care or diligence, or an
inadvertent act or inadvertent failure to act. If the term "gross negligence"
is used with respect to the Agent or any Lender or any indemnitee in any of the
other Loan Documents, it shall have the meaning set forth herein.

"GUARANTY" means each of those certain Guaranties executed from time to
time by each of the Subsidiaries of the Borrower in favor of the Agent for the
benefit of itself and the Holders of Secured Obligations, as amended, restated,
supplemented or otherwise modified from time to time, in substantially the form
of EXHIBIT J attached hereto.

"HEDGING OBLIGATIONS" of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party's assets, liabilities
or exchange transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants, and (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any of the
foregoing.

"HOLDERS OF SECURED OBLIGATIONS" shall mean the holders of the Secured
Obligations from time to time and shall include their respective successors,
transferees and assigns.

"INDEBTEDNESS" of any Person means, without duplication, such Person's (a)
obligations for borrowed money, (b) obligations representing the deferred
purchase price of property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (c) obligations, whether or not assumed, secured by Liens or payable out
of the proceeds or production from property or assets now or hereafter owned or
acquired by such Person, (d) obligations which are evidenced by notes,
acceptances or other instruments, (e) Capitalized Lease Obligations, (f)
Contingent Obligations, (g) obligations with respect to letters of

credit, (h) Hedging Obligations and (i) Off Balance Sheet Liabilities. The
amount of Indebtedness of any Person at any date shall be without duplication
(i) the outstanding balance at such date of all unconditional obligations as
described above and the maximum liability of any such Contingent Obligations at
such date and (ii) in the case of Indebtedness of others secured by a Lien to
which the property or assets owned or held by such Person is subject, the lesser
of the fair market value at such date of any asset subject to a Lien securing
the Indebtedness of others and the amount of the Indebtedness secured.

"INDEMNIFICATION LETTER" means that certain Letter, dated as of February 5,
1998, issued by First Chicago in favor of National Westminster Bank PLC pursuant
to which First Chicago shall indemnify National Westminster Bank PLC for certain
amounts not to exceed in the aggregate L10,713,653.

"INDEMNIFIED MATTERS" is defined in SECTION 10.7(B) hereof.

"INDEMNITEES" is defined in SECTION 10.7(B) hereof.

"INTELLECTUAL PROPERTY SECURITY AGREEMENTS" means (i) the Patent Security
Agreement of even date herewith executed by the Borrower in favor of the Agent
for the benefit of the Holders of Secured Obligations, (ii) the Trademark
Security Agreement of even date herewith executed by the Borrower in favor of
the Agent for the benefit of the Holders of Secured Obligations, and (iii) each
trademark, patent, copyright or other intellectual property security agreement
executed from time to time by any of the Subsidiaries of the Borrower in favor
of the Agent for the benefit of the Holders of Secured Obligations, in each case
as amended, restated, supplemented or otherwise modified from time to time.

"INTEREST EXPENSE" means, for any period, the total interest expense of the
Borrower and its consolidated Subsidiaries, whether paid or accrued (including
the interest component of Capitalized Leases, commitment and letter of credit
fees), but excluding interest expense not payable in cash (including
amortization of discount), all as determined in conformity with Agreement
Accounting Principles.

"INTEREST PERIOD" means, with respect to a Eurocurrency Rate Loan, a period
of fourteen (14) days or one (1), two (2), three (3) months or six (6) months or
such other period as the Borrower may request and the Lenders, in their
discretion, shall agree to, commencing on a Business Day selected by the
Borrower on which a Eurocurrency Rate Advance is made to Borrower pursuant to
this Agreement. Such Interest Period shall end on (but exclude) the day which
corresponds numerically to such date fourteen (14) days or one, two, three or
six months thereafter (or as agreed); PROVIDED, HOWEVER, that if there is no
such numerically corresponding day in such next, second, third or sixth
succeeding month, such Interest Period shall end on the last Business Day of
such next, second, third or sixth succeeding month. If an Interest Period would
otherwise end on a day which is not a Business Day, such Interest Period shall
end on the next succeeding Business Day, PROVIDED, HOWEVER, that if said next
succeeding Business Day falls in a new calendar month, such Interest Period
shall end on the immediately preceding Business Day.

"INTEREST RATE AGREEMENTS" is defined in SECTION 7.3(P) hereof.

"INVENTORY" shall mean any and all goods, including, without limitation,
goods in transit, wheresoever located, whether now owned or hereafter acquired
by the Borrower or any of its Subsidiaries, which are held for sale or lease,
furnished under any contract of service or held as raw

materials, work in process or supplies, and all materials used or consumed in
the business of Borrower or any of its Subsidiaries, and shall include all
right, title and interest of the Borrower or any of its Subsidiaries in any
property the sale or other disposition of which has given rise to Receivables
and which has been returned to or repossessed or stopped in transit by the
Borrower or any of its Subsidiaries.

"INVESTMENT" means, with respect to any Person, (i) any purchase or other
acquisition by that Person of any Indebtedness, Equity Interests or other
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business conducted by another
Person, and (iii) any loan, advance (other than deposits with financial
institutions available for withdrawal on demand, prepaid expenses, accounts
receivable, advances to employees and similar items made or incurred in the
ordinary course of business) or capital contribution by that Person to any other
Person, including all Indebtedness to such Person arising from a sale of
property by such Person other than in the ordinary course of its business.

"IRS" means the Internal Revenue Service and any Person succeeding to the
functions thereof.

"ISSUING BANKS" means First Chicago and any Lender which, at the Borrower's
request, agrees, in each such Lender's sole discretion, to become an Issuing
Bank for the purpose of issuing Letters of Credit, and their respective
successors and assigns, in each case in such Lender's separate capacity as an
issuer of Letters of Credit pursuant to SECTION 3.1. The designation of any
Lender as an Issuing Bank after the date hereof shall be subject to the prior
written consent of the Agent.

"L/C DOCUMENTS" is defined in Section 3.4 hereof.

"L/C DRAFT" means a draft drawn on an Issuing Bank pursuant to a Letter of
Credit.

"L/C INTEREST" shall have the meaning ascribed to such term in SECTION 3.6
hereof.

"L/C OBLIGATIONS" means, without duplication, an amount equal to the sum of
(i) the aggregate of the amount then available for drawing under each of the
Letters of Credit or otherwise payable in respect of the Indemnification Letter,
(ii) the face amount of all outstanding L/C Drafts corresponding to the Letters
of Credit, which L/C Drafts have been accepted by the applicable Issuing Bank,
(iii) the aggregate outstanding amount of all Reimbursement Obligations at such
time and (iv) the aggregate face amount of all Letters of Credit requested by
the Borrower but not yet issued (unless the request for an unissued Letter of
Credit has been denied).

"LENDERS" means the lending institutions listed on the signature pages of
this Agreement and their respective successors and assigns.

"LENDING INSTALLATION" means, with respect to a Lender or the Agent, any
office, branch, subsidiary or affiliate of such Lender or the Agent.

"LETTER OF CREDIT" means the letters of credit to be issued by the Issuing
Banks pursuant to SECTION 3.1 hereof or (ii) the Indemnification Letter.

"LEVERAGE RATIO" is defined in SECTION 7.4(B) hereof.

"LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, the interest of a vendor or lessor
under any conditional sale, Capitalized Lease or other title retention
agreement).

"LOAN(S)" means, with respect to a Lender, such Lender's portion of any
Advance made pursuant to SECTION 2.1 or SECTION 2.2 hereof, as applicable, and
in the case of the Swing Line Bank, any Swing Line Loan made pursuant to SECTION
2.3 hereof, and collectively all Term Loans, Revolving Loans and Swing Line
Loans, whether made or continued as or converted to Floating Rate Loans or
Eurocurrency Rate Loans.

"LOAN ACCOUNT" is defined in SECTION 2.15(F) hereof.

"LOAN DOCUMENTS" means this Agreement, the Notes, the L/C Documents and all
other documents, instruments and agreements executed in connection therewith or
contemplated thereby, as the same may be amended, restated or otherwise modified
and in effect from time to time.

"MARCONI ACQUISITION" means the purchase by IFR Systems Limited, a
corporation organized under English law, of all of the "Shares" (as defined in
the Acquisition Agreement) of Marconi (UK) and the purchase by the Borrower of
all of the "Shares" (as defined in the Acquisition Agreement) of Marconi (US),
in each case, pursuant to the terms of the Acquisition Agreement as in effect on
the Closing Date and without giving any effect to any amendment or modification
thereto.

"MARCONI (UK)" means Marconi Instruments Limited, a corporation organized
under English law.

"MARCONI (US)" means Marconi Instruments Inc., a Delaware corporation.

"MARGIN STOCK" shall have the meaning ascribed to such term in Regulation
U.

"MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a) the
business, condition (financial or otherwise), operations, performance,
properties or prospects of the Borrower, or the Borrower and its Subsidiaries,
taken as a whole, (b) the ability of the Borrower or any of its Subsidiaries to
perform their respective obligations under the Loan Documents in any material
respect, or (c) the ability of the Lenders or the Agent to enforce in any
material respect the Obligations.

"MAXIMUM EUROCURRENCY AMOUNT" means $10,000,000 or such other greater
amount as the Borrower may from time to time designate in writing to the Agent
provided such designated amount shall be agreed to by the Required Lenders.

"MULTIEMPLOYER PLAN" means a "Multiemployer Plan" as defined in
Section 4001(a)(3) of ERISA which is, or within the immediately preceding six
(6) years was, contributed to by either the Borrower or any member of the
Controlled Group.

"NET CASH PROCEEDS" means, with respect to any Asset Sale by any Person,
(a) cash (freely convertible into Dollars) received by such Person or any
Subsidiary of such Person from such Asset Sale (including cash received as
consideration for the assumption or incurrence of liabilities incurred in
connection with or in anticipation of such Asset Sale), after (i) provision for
all income or other taxes measured by or resulting from such Asset Sale, (ii)
payment of all brokerage commissions and

other fees and expenses related to such Asset Sale, (iii) all amounts used to
repay Indebtedness secured by a Lien on any asset disposed of in such Asset Sale
or which is or may be required (by the express terms of the instrument governing
such Indebtedness) to be repaid in connection with such Asset Sale (including
payments made to obtain or avoid the need for the consent of any holder of such
Indebtedness), and (iv) deduction of appropriate amounts to be provided by such
Person or a Subsidiary of such Person as a reserve, in accordance with Agreement
Accounting Principles, against any liabilities associated with the assets sold
or disposed of in such Asset Sale and retained by such Person or a Subsidiary of
such Person after such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with
the assets sold or disposed of in such Asset Sale; and (b) cash payments in
respect of any other consideration received by such Person or any Subsidiary of
such Person from such Asset Sale upon receipt of such cash payments by such
Person or such Subsidiary.

"NET INCOME" means, for any period, the net earnings (or loss) after taxes
of the Borrower and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with Agreement
Accounting Principles.

"NON PRO RATA LOAN" is defined in SECTION 9.2 hereof.

"NOTES" means the Revolving Notes, Swing Line Notes and Term Notes.

"NOTICE OF ASSIGNMENT" is defined in SECTION 13.3(B) hereof.

"OBLIGATIONS" means all Loans, advances, debts, liabilities, obligations,
covenants and duties owing by the Borrower to the Agent, any Lender, the Swing
Line Bank, the Arranger, any Affiliate of the Agent or any Lender, any Issuing
Bank or any Indemnitee, of any kind or nature, present or future, arising under
this Agreement, the Notes, the L/C Documents or any other Loan Document, whether
or not evidenced by any note, guaranty or other instrument, whether or not for
the payment of money, whether arising by reason of an extension of credit, loan,
guaranty, indemnification, or in any other manner, whether direct or indirect
(including those acquired by assignment), absolute or contingent, due or to
become due, now existing or hereafter arising and however acquired. The term
includes, without limitation, all interest, charges, expenses, fees, attorneys'
fees and disbursements, paralegals' fees (in each case whether or not allowed),
and any other sum chargeable to the Borrower under this Agreement or any other
Loan Document.

"OFF BALANCE SHEET LIABILITIES" of a Person means (a) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to accounts or notes receivable sold by such Person or any of its Subsidiaries,
(b) any liability under any sale and leaseback transactions which do not create
a liability on the consolidated balance sheet of such Person, (c) any liability
under any financing lease or so-called "synthetic" lease transaction, or (d) any
obligations arising with respect to any other transaction which is the
functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the consolidated balance sheets of such Person and its
Subsidiaries.

"OTHER TAXES" is defined in SECTION 2.15(E)(ii) hereof.

"PARTICIPANTS" is defined in SECTION 13.2(A) hereof.

"PAYMENT DATE" means the 15th day of each month.

"PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

"PERMITTED ACQUISITION" is defined in SECTION 7.3(G) hereof.

"PERMITTED EXISTING CONTINGENT OBLIGATIONS" means the Contingent
Obligations of the Borrower and its Subsidiaries identified as such on SCHEDULE
1.1.4 to this Agreement.

"PERMITTED EXISTING INDEBTEDNESS" means the Indebtedness of the Borrower
and its Subsidiaries identified as such on SCHEDULE 1.1.1 to this Agreement.

"PERMITTED EXISTING INVESTMENTS" means the Investments of the Borrower and
its Subsidiaries identified as such on SCHEDULE 1.1.2 to this Agreement.

"PERMITTED EXISTING LIENS" means the Liens on assets of the Borrower and
its Subsidiaries identified as such on SCHEDULE 1.1.3 to this Agreement.

"PERMITTED PURCHASE MONEY INDEBTEDNESS" is defined in SECTION 7.3(A)(vii)
hereof.

"PERSON" means any individual, corporation, firm, enterprise, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, limited liability company or other entity of any kind, or any
government or political subdivision or any agency, department or instrumentality
thereof.

"PLAN" means an employee benefit plan defined in Section 3(3) of ERISA in
respect of which the Borrower or any member of the Controlled Group is, or
within the immediately preceding six (6) years was, an "employer" as defined in
Section 3(5) of ERISA.

"PLEDGE AGREEMENT" means that certain Pledge Agreement of even date
herewith executed by the Borrower in favor of the Agent for the benefit of the
Holders of Secured Obligations, as amended, restated, supplemented or otherwise
modified from time to time.

"PRO RATA SHARE" means, with respect to any Lender, (i) at any time prior
to the Closing Date, the percentage obtained by dividing (A) such Lender's
Commitments at such time (in each case, as adjusted from time to time in
accordance with the provisions of this Agreement) by (B) the sum of the
Aggregate Term Loan Commitment and the Aggregate Revolving Loan Commitment at
such time and (ii) at any time after the Closing Date, the percentage obtained
by dividing (A) the sum of such Lender's Term Loans and Revolving Loan
Commitment at such time (in each case, as adjusted from time to time in
accordance with the provisions of this Agreement) by (B) the sum of the
aggregate amount of all of the Term Loans and the Aggregate Revolving Loan
Commitment at such time; PROVIDED, HOWEVER, if all of the Commitments are
terminated pursuant to the terms of this Agreement, then "Pro Rata Share" means
the percentage obtained by dividing (x) the sum of such Lender's Term Loans and
Revolving Loans and, in the case of the Swing Line Bank, Swing Lines Loans, by
(y) the aggregate amount of all Term Loans, Revolving Loans and Swing Line
Loans.

"PURCHASERS" is defined in SECTION 13.3(A) hereof.

"RATE OPTION" means the Eurocurrency Rate or the Floating Rate.

"RECEIVABLE(S)" means and includes all of the Borrower's presently existing
and hereafter

arising or acquired accounts, accounts receivable, and all present and future
rights of the Borrower to payment for goods sold or leased or for services
rendered (except those evidenced by instruments or chattel paper), whether or
not they have been earned by performance, and all rights in any merchandise or
goods which any of the same may represent, and all rights, title, security and
guaranties with respect to each of the foregoing, including, without limitation,
any right of stoppage in transit.

"REGISTER" is defined in SECTION 13.3(C) hereof.

"REGULATION G" means Regulation G of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by nonbank, nonbroker lenders for the purpose of purchasing
or carrying margin stock (as defined therein).

"REGULATION T" means Regulation T of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

"REGULATION U" means Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying Margin
Stock applicable to member banks of the Federal Reserve System.

"REGULATION X" means Regulation X of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

"REIMBURSEMENT OBLIGATION" is defined in SECTION 3.7 hereof.

"RELEASE" means any release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching or migration into the indoor
or outdoor environment, including the movement of Contaminants through or in the
air, soil, surface water or groundwater.

"RENTALS" of a Person means the aggregate fixed amounts payable by such
Person under any lease of real or personal property but does not include any
amounts payable under Capitalized Leases of such Person.

"REPLACEMENT LENDER" is defined in SECTION 2.20 hereof.

"REPORTABLE EVENT" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days after
such event occurs, PROVIDED, HOWEVER, that a failure to meet the minimum funding
standards of Section 412 of the Code and of Section 302 of ERISA shall be a
Reportable Event regardless of the issuance of any such waiver of the notice
requirement in accordance with either Section 4043(a) of ERISA or Section 412(d)
of the Code.

"REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the aggregate,
are greater than fifty percent (50%); PROVIDED, HOWEVER, that, if any of the
Lenders shall have failed to fund its

Pro Rata Share of any Revolving Loan requested by the Borrower, or any Swing
Line Loan as requested by the Agent, which such Lenders are obligated to fund
under the terms of this Agreement and any such failure has not been cured, then
for so long as such failure continues, "REQUIRED LENDERS" means Lenders
(excluding all Lenders whose failure to fund their respective Pro Rata Shares of
such Revolving Loans or Swing Line Loans has not been so cured) whose Pro Rata
Shares represent greater than fifty percent (50%) of the aggregate Pro Rata
Shares of such Lenders; PROVIDED FURTHER, HOWEVER, that, if the Commitments have
been terminated pursuant to the terms of this Agreement, "REQUIRED LENDERS"
means Lenders (without regard to such Lenders' performance of their respective
obligations hereunder) whose aggregate ratable shares (stated as a percentage)
of the aggregate outstanding principal balance of all Loans and L/C Obligations
are greater than fifty percent (50%).

"REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws or
other organizational or governing documents of such Person, and any law, rule or
regulation, or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject including,
without limitation, the Securities Act of 1933, the Securities Exchange Act of
0000, Xxxxxxxxxxx X, X, U and X, ERISA, the Fair Labor Standards Act, the Worker
Adjustment and Retraining Notification Act, Americans with Disabilities Act of
1990, and any certificate of occupancy, zoning ordinance, building,
environmental or land use requirement or permit or environmental, labor,
employment, occupational safety or health law, rule or regulation, including
Environmental, Health or Safety Requirements of Law.

"RESERVES" shall mean the maximum reserve requirement, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) with respect
to "Eurocurrency liabilities" or in respect of any other category of liabilities
which includes deposits by reference to which the interest rate on Eurocurrency
Rate Loans is determined or category of extensions of credit or other assets
which includes loans by a non-United States office of any Lender to United
States residents.

"RESTRICTED PAYMENT" means (i) any dividend or other distribution, direct
or indirect, on account of any Equity Interests of the Borrower now or hereafter
outstanding, except a dividend payable solely in the Borrower's Capital Stock or
in options, warrants or other rights to purchase such Capital Stock, and
(ii) any redemption, retirement, purchase or other acquisition for value, direct
or indirect, of any Equity Interests of the Borrower or any of its Subsidiaries
now or hereafter outstanding, other than in exchange for, or out of the proceeds
of, the substantially concurrent sale (other than to a Subsidiary of the
Borrower) of other Equity Interests of the Borrower.

"REVOLVING CREDIT AVAILABILITY" means, at any particular time, the amount
by which the Aggregate Revolving Loan Commitment at such time exceeds the Dollar
Amount of the Revolving Credit Obligations at such time.

"REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum of
(i) the outstanding principal amount of the Revolving Loans at such time, PLUS
(ii) the outstanding principal amount of the Swing Line Loans at such time, PLUS
(iii) the L/C Obligations at such time.

"REVOLVING LOAN" is defined in SECTION 2.2 hereof.

"REVOLVING LOAN COMMITMENT" means, for each Lender, the obligation of such
Lender to make Revolving Loans and to purchase participations in Letters of
Credit not exceeding the amount

set forth on EXHIBIT A to this Agreement opposite its name thereon under the
heading "Revolving Loan Commitment" or the signature page of the assignment and
acceptance by which it became a Lender, as such amount may be modified from time
to time pursuant to the terms of this Agreement or to give effect to any
applicable assignment and acceptance.

"REVOLVING LOAN TERMINATION DATE" means February 5, 2004.

"REVOLVING NOTE" means a promissory note, in substantially the form of
EXHIBIT B-1 hereto, duly executed by the Borrower and payable to the order of a
Lender in the amount of its Revolving Loan Commitment, including any amendment,
restatement, modification, renewal or replacement of such Revolving Note.

"RISK-BASED CAPITAL GUIDELINES" is defined in SECTION 4.2 hereof.

"SECURED OBLIGATIONS" means, collectively, (i) the Obligations and (ii) all
Hedging Obligations owing under Interest Rate Agreements to any Lender or any
affiliate of any Lender.

"SECURITY AGREEMENT" means that certain Security Agreement of even date
herewith executed by the Borrower in favor of the Agent for the benefit of the
Holders of Secured Obligations, as amended, restated, supplemented or otherwise
modified from time to time.

"SINGLE EMPLOYER PLAN" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

"SOLVENT" shall mean, when used with respect to any Person, that at the
time of determination:

(i) the fair value of its assets (both at fair valuation and at
present fair saleable value) is equal to or in excess of the total amount
of its liabilities, including, without limitation, contingent liabilities;
and

(ii) it is then able and expects to be able to pay its debts as they
mature; and

(iii) it has capital sufficient to carry on its business as conducted
and as proposed to be conducted.

With respect to contingent liabilities (such as litigation, guarantees and
pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can be reasonably be expected to become an actual or
matured liability.

"SUBSIDIARY" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, joint venture or similar business
organization more than 50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled. Unless otherwise
expressly provided, all references herein to a "Subsidiary" shall mean a
Subsidiary of the Borrower.

"SUBSIDIARY SECURITY AGREEMENT" means that certain Security Agreement of
even date

herewith executed by each of the Domestic Incorporated Subsidiaries of the
Borrower listed on SCHEDULE 6.8 in favor of the Agent for the benefit of the
Holders of Secured Obligations, in each case as amended, restated, supplemented
or otherwise modified from time to time.

"SWING LINE BANK" means First Chicago or any other Lender as a successor
Swing Line Bank pursuant to the terms hereof.

"SWING LINE COMMITMENT" means the obligation of the Swing Line Bank to make
Swing Line Loans up to a maximum principal amount of $5,000,000 at any one time
outstanding.

"SWING LINE LOAN" means a Loan made available to the Borrower by the Swing
Line Bank pursuant to SECTION 2.3 hereof.

"SWING LINE NOTE" means a promissory note, in substantially the form of
EXHIBIT B-2 hereto, duly executed by the Borrower and payable to the order of
the Swing Line Bank in the amount of its Swing Line Commitment, including any
amendment, restatement, modification, renewal or replacement of such Swing Line
Note.

"TAXES" is defined in SECTION 2.15(E)(i) hereof.

"TERM LOANS" means, collectively, the Tranche A Term Loans and the Tranche
B Term Loans.

"TERM NOTES" means, collectively, the Tranche A Term Notes and the Tranche
B Term Notes.

"TERMINATION DATE" means the earlier of (a) the Revolving Loan Termination
Date, and (b) the date of termination in whole of the Aggregate Revolving Loan
Commitment pursuant to SECTION 2.6 hereof or the Commitments pursuant to SECTION
9.1 hereof.

"TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Borrower or any member of the
Controlled Group from a Benefit Plan during a plan year in which the Borrower or
such Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or the cessation of operations which results in the
termination of employment of twenty percent (20%) of Benefit Plan participants
who are employees of the Borrower or any member of the Controlled Group; (iii)
the imposition of an obligation on the Borrower or any member of the Controlled
Group under Section 4041 of ERISA to provide affected parties written notice of
intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to
terminate a Benefit Plan; (v) any event or condition which might constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Benefit Plan; or (vi) the partial or complete
withdrawal of the Borrower or any member of the Controlled Group from a
Multiemployer Plan.

"TRANCHE A PRO RATA SHARE" shall mean, at any particular time and with
respect to any Lender, a fraction (expressed as a percentage), the numerator of
which shall be the then aggregate amount of such Lender's Revolving Loan
Commitment plus the outstanding principal balance of such Lender's Tranche A
Term Loans and the denominator of which shall be the then aggregate amount of
all Revolving Loan Commitments and the outstanding principal balance of the
Tranche A Term Loans.

"TRANCHE A TERM LOAN" is defined in SECTION 2.1(A)(i) hereof.

"TRANCHE A TERM LOAN COMMITMENT" means, for each Lender, the obligation of
such Lender to make its Tranche A Term Loan pursuant to the terms and conditions
of this Agreement, and which shall not exceed the principal amount set forth on
EXHIBIT A to this Agreement opposite its name thereon under the heading "Tranche
A Term Loan Commitment", as such amount may be modified from time to time
pursuant to the terms hereof.

"TRANCHE A TERM LOAN LENDER" means any Lender with a Tranche A Term Loan
Commitment.

"TRANCHE A TERM LOAN TERMINATION DATE" means February 5, 2004.

"TRANCHE A TERM NOTE" means a promissory note, in substantially the form of
EXHIBIT B-3 hereto, duly executed by the Borrower and payable to the order of a
Lender in the amount of its Tranche A Term Loan Commitment, including any
amendment, restatement, modification, renewal or replacement of such Tranche A
Term Note.

"TRANCHE B PRO RATA SHARE" shall mean, at any particular time and with
respect to any Lender, a fraction (expressed as a percentage), the numerator of
which shall be the then outstanding principal balance of such Lender's Tranche B
Term Loans and the denominator of which shall be the then outstanding principal
balance of all Tranche B Term Loans.

"TRANCHE B TERM LOAN" is defined in SECTION 2.1(A)(ii) hereof.

"TRANCHE B TERM LOAN COMMITMENT" means, for each Lender, the obligation of
such Lender to make its Tranche B Term Loan pursuant to the terms and conditions
of this Agreement, and which shall not exceed the principal amount set forth on
EXHIBIT A to this Agreement opposite its name thereon under the heading "Tranche
B Term Loan Commitment", as such amount may be modified from time to time
pursuant to the terms hereof.

"TRANCHE B TERM LOAN LENDER" means any Lender with a Tranche B Term Loan
Commitment.

"TRANCHE B TERM LOAN TERMINATION DATE" means February 5, 2005.

"TRANCHE B TERM NOTE" means a promissory note, in substantially the form of
EXHIBIT B-4 hereto, duly executed by the Borrower and payable to the order of a
Lender in the amount of its Tranche B Term Loan Commitment, including any
amendment, restatement, modification, renewal or replacement of such Tranche B
Term Note.

"TRANSACTION DOCUMENTS" means the Loan Documents and the documents executed
and delivered by the Borrower or any of its Subsidiaries in connection with the
Marconi Acquisition, including, without limitation, the Acquisition Agreement.

"TRANSFEREE" is defined in SECTION 13.5 hereof.

"TYPE" means, with respect to any Loan, its nature as a Floating Rate Loan
or a Eurocurrency Rate Loan.

"UNFUNDED LIABILITIES" means (i) in the case of Single Employer Plans, the
amount (if any) by which the present value of all vested nonforfeitable benefits
under all Single Employer Plans exceeds the fair market value of all such Plan
assets allocable to such benefits, all determined as of the then most recent
valuation date for such Plans, and (ii) in the case of Multiemployer Plans, the
withdrawal liability that would be incurred by the Controlled Group if all
members of the Controlled Group completely withdrew from all Multiemployer
Plans.

"UNMATURED DEFAULT" means an event which, but for the lapse of time or the
giving of notice, or both, would constitute a Default.

"WORKING CAPITAL" means, as at any date of determination, the excess, if
any, of (i) the Borrower's consolidated current assets, except cash and Cash
Equivalents, over (ii) the Borrower's consolidated current liabilities, except
current maturities of long-term debt and Revolving Credit Obligations as of such
date and all accrued interest as of such date.

The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms. Any accounting terms used in this
Agreement which are not specifically defined herein shall have the meanings
customarily given them in accordance with generally accepted accounting
principles in existence as of the date hereof.

1.2 REFERENCES. The existence throughout the Agreement of references to
the Borrower's Subsidiaries is for a matter of convenience only. Any references
to Subsidiaries of the Borrower set forth herein shall (i) with respect to
representations and warranties which deal with historical matters be deemed to
include the Borrower and its Subsidiaries, together with the business acquired
pursuant to the Marconi Acquisition, and (ii) shall not in any way be construed
as consent by the Agent or any Lender to the establishment, maintenance or
acquisition of any Subsidiary, except as may otherwise be permitted hereunder.
1.3 SUPPLEMENTAL DISCLOSURE. At any time at the request of the Agent and
at such additional times as the Borrower determines, the Borrower shall
supplement each schedule or representation herein or in the other Loan Documents
with respect to any matter hereafter arising which, if existing or occurring at
the date of this Agreement, would have been required to be set forth or
described in such schedule or as an exception to such representation or which is
necessary to correct any information in such schedule or representation which
has been rendered inaccurate thereby. Unless any such supplement to such
schedule or representation discloses the existence or occurrence of events,
facts or circumstances which are not prohibited by the terms of this Agreement
or any other Loan Documents, such supplement to such schedule or representation
shall not be deemed an amendment thereof unless expressly consented to in
writing by Agent and the Required Lenders, and no such amendments, except as the
same may be consented to in a writing which expressly includes a waiver, shall
be or be deemed a waiver by the Agent or any Lender of any Default disclosed
therein.

ARTICLE II: THE TERM LOAN AND REVOLVING LOAN FACILITIES

2.1. TERM LOANS. (A) (i) AMOUNT OF TRANCHE A TERM LOANS. Subject to the
terms and conditions set forth in this Agreement, each Tranche A Term Loan
Lender on the Closing Date severally and not jointly agrees to make on the
Closing Date, term loans, in Dollars, to the Borrower in an aggregate amount
equal to such Lender's Tranche A Term Loan Commitment (each individually, a
"TRANCHE A TERM LOAN" and, collectively, the "TRANCHE A TERM LOANS"). All Term
Loans shall be made by the Lenders on the Closing Date simultaneously and
proportionately to

their respective Tranche A Pro Rata Shares, it being understood that no Lender
shall be responsible for any failure by any other Lender to perform its
obligation to make any Tranche A Term Loan hereunder nor shall the Tranche A
Term Loan Commitment of any Lender be increased or decreased as a result of any
such failure.

(ii) AMOUNT OF TRANCHE B TERM LOANS. Subject to the terms and conditions
set forth in this Agreement, each Tranche B Term Loan Lender on the Closing Date
severally and not jointly agrees to make on the Closing Date, term loans, in
Dollars, to the Borrower in an amount equal to such Lender's Tranche B Term Loan
Commitment (each individually, a "TRANCHE B TERM LOAN" and, collectively, the
"TRANCHE B TERM LOANS"). All Term Loans shall be made by the Lenders on the
Closing Date simultaneously and proportionately to their respective Tranche B
Pro Rata Shares, it being understood that no Lender shall be responsible for any
failure by any other Lender to perform its obligation to make any Tranche B Term
Loan hereunder nor shall the Tranche B Term Loan Commitment of any Lender be
increased or decreased as a result of any such failure.

(B) BORROWING/CONVERSION/CONTINUATION NOTICE. The Borrower shall deliver
to the Agent a Borrowing/Conversion/Continuation Notice, signed by it, on the
Closing Date. Such Borrowing/ Conversion/Continuation Notice shall specify
(i) the aggregate amount of the Tranche A Term Loans and Tranche B Term Loans
being requested and (ii) instructions for the disbursement of proceeds of such
Term Loans. The Term Loans shall initially be Floating Rate Loans and
thereafter may be continued as Floating Rate Loans or converted into
Eurocurrency Rate Loans in the manner provided in SECTION 2.10 and subject to
the other conditions and limitations therein set forth and set forth in this
ARTICLE II. Any Borrowing/Conversion/Continuation Notice given pursuant to this
SECTION 2.1(B) shall be irrevocable.

(C) MAKING OF TERM LOANS. Promptly after receipt of the
Borrowing/Conversion/ Continuation Notice under SECTION 2.1(B) in respect of
the Term Loans, the Agent shall notify each Lender by telex or telecopy, or
other similar form of transmission, of the proposed Advance. Each Lender shall
deposit an amount equal to its Tranche A Pro Rata Share of the Tranche A Term
Loans and its Tranche B Pro Rata Share of the Tranche B Term Loans, as
applicable, with the Agent at its office in Chicago, Illinois, in immediately
available funds, on the Closing Date, as specified in the
Borrowing/Conversion/Continuation Notice. Subject to the fulfillment of the
conditions precedent set forth in SECTIONS 5.1 and 5.2, as applicable, the Agent
shall make the proceeds of such amounts received by it available to the Borrower
at the Agent's office in Chicago, Illinois on such date and shall disburse such
proceeds in accordance with the Borrower's disbursement instructions set forth
in such Borrowing/Conversion/Continuation Notice. The failure of any Lender to
deposit the amount described above with the Agent on such date shall not relieve
any other Lender of its obligations hereunder to make its Term Loan on such
date.

(D) REPAYMENT OF THE TRANCHE A TERM LOANS. (i) The Tranche A Term Loans
shall be repaid in twenty-three (23) consecutive quarterly installments, payable
on the last Business Day of each fiscal quarter of the Borrower, commencing on
September 30, 1998 and continuing thereafter until the Tranche A Term Loan
Termination Date, and the Tranche A Term Loans shall be permanently reduced by
the amount of each installment on the date payment thereof is made hereunder.
The installments shall be in the aggregate amounts set forth below:

TRANCHE A TERM LOAN
INSTALLMENT DATE INSTALLMENT AMOUNT
---------------- --------------------

September 30, 1998 $ 750,000
December 31, 1998 $ 750,000
March 31, 1999 $ 750,000
June 30, 1999 $ 750,000

September 30, 1999 $1,000,000
December 31, 1999 $1,000,000
March 31, 2000 $1,000,000
June 30, 2000 $1,000,000

September 30, 2000 $1,250,000
December 31, 2000 $1,250,000
March 31, 2001 $1,250,000
June 30, 2001 $1,250,000

September 30, 2001 $2,500,000
December 31, 2001 $2,500,000
March 31, 2002 $2,500,000
June 30, 2002 $2,500,000

September 30, 2002 $3,000,000
December 31, 2002 $3,000,000
March 31, 2003 $3,000,000
June 30, 2003 $3,000,000

September 30, 2003 $5,333,333
December 31, 2003 $5,333,333

Tranche A Term Loan
Termination Date $5,333,334

Notwithstanding the foregoing, the final installment shall be in the amount of
the then outstanding principal balance of the Tranche A Term Loans. In
addition, the then outstanding principal balance of the Tranche A Term Loans, if
any, shall be due and payable on the Tranche A Term Loan Termination Date. No
installment of any Tranche A Term Loan shall be reborrowed once repaid.

(F) REPAYMENT OF THE TRANCHE B TERM LOANS. (i) The Tranche B Term Loans
shall be repaid in twenty-seven (27) consecutive quarterly installments, payable
on the last Business Day of each fiscal quarter of the Borrower, commencing on
September 30, 1998, and continuing thereafter until the Tranche B Term Loan
Termination Date, and the Tranche B Term Loans shall be permanently reduced by
the amount of each installment on the date payment thereof is made hereunder.
The installments shall be in the aggregate amounts set forth below:

TRANCHE B TERM LOAN
INSTALLMENT DATE INSTALLMENT AMOUNT
---------------- ------------------

September 30, 1998 $ 125,000
December 31, 1998 $ 125,000
March 31, 1999 $ 125,000
June 30, 1999 $ 125,000

September 30, 1999 $ 125,000
December 31, 1999 $ 125,000
March 31, 2000 $ 125,000
June 30, 2000 $ 125,000

September 30, 2000 $ 125,000
December 31, 2000 $ 125,000
March 31, 2001 $ 125,000
June 30, 2001 $ 125,000

September 30, 2001 $ 125,000
December 31, 2001 $ 125,000
March 31, 2002 $ 125,000
June 30, 2002 $ 125,000

September 30, 2002 $ 125,000
December 31, 2002 $ 125,000
March 31, 2003 $ 125,000
June 30, 2003 $ 125,000

September 30, 2003 $ 125,000
December 31, 2003 $ 125,000
March 31, 2004 $ 5,937,500
June 30, 2004 $ 5,937,500

September 30, 2004 $ 5,937,500
December 31, 2004 $ 5,937,500

Tranche B Term Loan
Termination Date $23,500,000

Notwithstanding the foregoing, the final installment shall be in the amount of
the then outstanding principal balance of the Tranche B Term Loans. In
addition, the then outstanding principal balance of the Tranche B Term Loans, if
any, shall be due and payable on the Tranche B Term Loan Termination Date. No
installment of any Tranche B Term Loan shall be reborrowed once repaid.

(G) In addition to the scheduled payments on the Term Loans, the Borrower
(a) may make the voluntary prepayments described in SECTION 2.5(A) for credit
against the scheduled payments on the Term Loans pursuant to SECTION 2.5(A) and
(b) shall make the mandatory prepayments prescribed in SECTION 2.5(B) for credit
against the scheduled payments on the Term Loans pursuant to SECTION 2.5(B).

2.2 REVOLVING LOANS. Upon the satisfaction of the conditions precedent
set forth in SECTIONS 5.1 and 5.2, as applicable, from and including the date of
this Agreement and prior to the

Termination Date, each Lender severally and not jointly agrees, on the terms and
conditions set forth in this Agreement, to make revolving loans to the Borrower
from time to time, in an Agreed Currency, in a Dollar Amount not to exceed such
Lender's Tranche A Pro Rata Share of Revolving Credit Availability at such time
(each individually, a "REVOLVING LOAN" and, collectively, the "REVOLVING
LOANS"); PROVIDED, HOWEVER, at no time shall the Dollar Amount of the Revolving
Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to
the terms of this Agreement, the Borrower may borrow, repay and reborrow
Revolving Loans at any time prior to the Termination Date; PROVIDED, FURTHER,
HOWEVER, that upon giving effect to each Advance, the aggregate outstanding
principal Dollar Amount of all Eurocurrency Rate Advances and L/C Obligations in
Agreed Currencies other than Dollars (other than in respect of the
Indemnification Letter) shall not exceed the Maximum Eurocurrency Amount. For
so long as the aggregate outstanding Dollar Amount of Advances PLUS the L/C
Obligations is less than ninety-five percent (95%) of the Aggregate Revolving
Loan Commitment, the Dollar Amount of each Eurocurrency Rate Advance and Letter
of Credit in an Agreed Currency other than Dollars for all purposes under this
Agreement (other than SECTION 2.21 shall be the Dollar Amount thereof as of the
date such Eurocurrency Rate Advance was made or Letter of Credit was issued.
For so long as the aggregate outstanding Dollar Amount of Advances PLUS the L/C
Obligations is equal to or greater than ninety-five percent (95%) of the
Aggregate Revolving Loan Commitment, the Agent shall determine the Dollar Amount
of all Eurocurrency Rate Advances and Letters of Credit in Agreed Currencies
other than Dollars as of the first Business Day in each week, and the
availability of Loans and Letters of Credit under this Agreement shall be
determined on the basis of such Dollar Amount most recently determined. The
Revolving Loans made on the Closing Date shall initially be Floating Rate Loans
and thereafter may be continued as Floating Rate Loans or converted into
Eurocurrency Rate Loans in the manner provided in SECTION 2.10 and subject to
the other conditions and limitations therein set forth and set forth in this
ARTICLE II. On the Termination Date, the Borrower shall repay in full the
outstanding principal balance of the Revolving Loans. Each Advance under this
SECTION 2.2 shall consist of Revolving Loans made by each Lender ratably in
proportion to such Lender's respective Tranche A Pro Rata Share.

2.3 SWING LINE LOANS. (A) AMOUNT OF SWING LINE LOANS. Upon the
satisfaction of the conditions precedent set forth in SECTION 5.1 and 5.2, as
applicable, from and including the date of this Agreement and prior to the
Termination Date, the Swing Line Bank agrees, on the terms and conditions set
forth in this Agreement, to make swing line loans to the Borrower from time to
time, in Dollars, in an amount not to exceed the Swing Line Commitment (each,
individually, a "SWING LINE LOAN" and collectively, the "SWING LINE LOANS");
PROVIDED, HOWEVER, at no time shall the Dollar Amount of the Revolving Credit
Obligations exceed the Aggregate Revolving Loan Commitment; and PROVIDED,
FURTHER, that at no time shall the sum of (a) the outstanding amount of the
Swing Line Loans, PLUS (b) the outstanding amount of Revolving Loans made by the
Swing Line Bank pursuant to SECTION 2.2 (after giving effect to any concurrent
repayment of Loans, exceed the Swing Line Bank's Revolving Loan Commitment at
such time. Subject to the terms of this Agreement, the Borrower may borrow,
repay and reborrow Swing Line Loans at any time prior to the Termination Date.

(B) BORROWING/CONVERSION/CONTINUATION NOTICE. The Borrower shall deliver
to the Agent and the Swing Line Bank a Borrowing/Conversion/Continuation Notice,
signed by it, not later than 2:00 p.m. (Chicago time) on the Borrowing Date of
each Swing Line Loan, specifying (i) the applicable Borrowing Date (which date
shall be a Business Day and which may be the same date as the date the
Borrowing/Conversion/Continuation Notice is given), and (ii) the aggregate
amount of the requested Swing Line Loan which shall be an amount not less than
$100,000. The Swing Line Loans shall at all times be Floating Rate Loans.

(C) MAKING OF SWING LINE LOANS. Promptly after receipt of the
Borrowing/Conversion/ Continuation Notice under SECTION 2.3(B) in respect of
Swing Line Loans, the Agent shall notify each Lender by telex or telecopy, or
other similar form of transmission, of the requested Swing Line Loan. Not later
than 3:00 p.m. (Chicago time) on the applicable Borrowing Date, the Swing Line
Bank shall make available its Swing Line Loan, in funds immediately available in
Chicago to the Agent at its address specified pursuant to ARTICLE XIV. The
Agent will promptly make the funds so received from the Swing Line Bank
available to the Borrower on the Borrowing Date at the Agent's aforesaid
address.

(D) REPAYMENT OF SWING LINE LOANS. The Swing Line Loans shall be evidenced
by the Swing Line Note, and each Swing Line Loan shall be paid in full by the
Borrower on or before the fifth Business Day after the Borrowing Date for such
Swing Line Loan. The Borrower may at any time pay, without penalty or premium,
all outstanding Swing Line Loans or, in a minimum amount of $100,000 and
increments of $100,000 in excess thereof, any portion of the outstanding Swing
Line Loans, upon notice to the Agent and the Swing Line Bank. In addition, the
Agent (i) may at any time in its sole discretion with respect to any outstanding
Swing Line Loan, or (ii) shall on the fifth Business Day after the Borrowing
Date of any Swing Line Loan, require each Lender (including the Swing Line Bank)
to make a Revolving Loan in the amount of such Lender's Pro Rata Share of such
Swing Line Loan, for the purpose of repaying such Swing Line Loan. Not later
than 2:00 p.m. (Chicago time) on the date of any notice received pursuant to
this SECTION 2.3(D), each Lender shall make available its required Revolving
Loan or Revolving Loans, in funds immediately available in Chicago to the Agent
at its address specified pursuant to ARTICLE XIV. Revolving Loans made pursuant
to this SECTION 2.3(D) shall initially be Floating Rate Loans and thereafter may
be continued as Floating Rate Loans or converted into Eurocurrency Rate Loans in
the manner provided in SECTION 2.10 and subject to the other conditions and
limitations therein set forth and set forth in this ARTICLE II. Unless a Lender
shall have notified the Swing Line Bank, prior to its making any Swing Line
Loan, that any applicable condition precedent set forth in SECTIONS 5.1 and 5.2,
as applicable, had not then been satisfied, such Lender's obligation to make
Revolving Loans pursuant to this SECTION 2.3(D) to repay Swing Line Loans shall
be unconditional, continuing, irrevocable and absolute and shall not be affected
by any circumstances, including, without limitation, (a) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against the Agent, the Swing Line Bank or any other Person, (b) the occurrence
of continuance of a Default or Unmatured Default, (c) any adverse change in the
condition (financial or otherwise) of the Borrower, or (d) any other
circumstances, happening or event whatsoever. In the event that any Lender
fails to make payment to the Agent of any amount due under this SECTION 2.3(D),
the Agent shall be entitled to receive, retain and apply against such obligation
the principal and interest otherwise payable to such Lender hereunder until the
Agent receives such payment from such Lender or such obligation is otherwise
fully satisfied. In addition to the foregoing, if for any reason any Lender
fails to make payment to the Agent of any amount due under this SECTION 2.3(D),
such Lender shall be deemed, at the option of the Agent, to have unconditionally
and irrevocably purchased from the Swing Line Bank, without recourse or
warranty, an undivided interest and participation in the applicable Swing Line
Loan in the amount of such Revolving Loan, and such interest and participation
may be recovered from such Lender together with interest thereon at the Federal
Funds Effective Rate for each day during the period commencing on the date of
demand and ending on the date such amount is received. On the Termination Date,
the Borrower shall repay in full the outstanding principal balance of the Swing
Line Loans.

2.4 RATE OPTIONS FOR ALL ADVANCES; MAXIMUM INTEREST PERIODS. The Swing
Line Loans shall be Floating Rate Advances at all times. The Revolving Loans
and Term Loans may be Floating Rate

Advances or Eurocurrency Rate Advances, or a combination thereof, selected by
the Borrower in accordance with SECTION 2.10. The Borrower may select, in
accordance with SECTION 2.10, Rate Options and Interest Periods applicable to
portions of the Revolving Loans and the Term Loans; PROVIDED that there shall be
no more than six (6) Interest Periods in effect with respect to all of the Loans
at any time. Notwithstanding anything herein to the contrary, the Borrower may
not select the Eurocurrency Rate with Interest Periods longer than fourteen (14)
days for any Loans without the Agent's consent during the period from the
Closing Date through the earlier to occur of (i) the date that is ninety (90)
days after the Closing Date and (ii) the date on which the Arranger notifies the
Borrower that the primary syndication of the Loans and Commitments has been
completed (the "SYNDICATION PERIOD"). The Swing Line Loans shall at all times
be Floating Rate Loans.

2.5 OPTIONAL PAYMENTS; MANDATORY PREPAYMENTS.

(A) OPTIONAL PAYMENTS. The Borrower may from time to time and at any time
repay or prepay, without penalty or premium all or any part of outstanding
Floating Rate Advances; PROVIDED, that the Borrower may not so prepay Floating
Rate Advances consisting of Term Loans unless it shall have provided at least
one Business Day's written notice to the Agent of such prepayment. Any optional
prepayment of the Term Loans must be applied either (i) ratably to the Tranche A
Term Loans and the Tranche B Term Loans or (ii) entirely to the Tranche B Term
Loans. Eurocurrency Rate Advances may be voluntarily repaid or prepaid prior to
the last day of the applicable Interest Period, subject to the indemnification
provisions contained in SECTION 4.4, PROVIDED, that the Borrower may not so
prepay Eurocurrency Rate Advances unless it shall have provided at least five
Business Days' written notice to the Agent of such prepayment. Unless the
aggregate outstanding principal balance of the Term Loans is to be prepaid in
full, voluntary prepayments of the Term Loans shall be in an aggregate minimum
amount of $500,000 and integral multiples of $100,000 in excess of that amount,
and shall be applied to each of the then remaining installments payable
thereunder, in the inverse order of maturity; PROVIDED, that optional
prepayments of Eurocurrency Rate Advances made pursuant to SECTION 2.2 shall be
for the entire amount of the outstanding Eurocurrency Rate Advance.

(B) MANDATORY PREPAYMENTS.

(i) MANDATORY PREPAYMENTS OF TERM LOANS.

(a) Upon the consummation of any Asset Sale or Financing by the
Borrower or any Subsidiary of the Borrower, other than those Asset Sales
permitted pursuant to SECTION 7.3(B)(i), (ii) and (iii), except to the
extent that the Net Cash Proceeds of such Asset Sale, when combined with
the Net Cash Proceeds of all such Asset Sales during the immediately
preceding twelve-month period, do not exceed $5,000,000 or the Approximate
Equivalent Amount of any Agreed Currency other than Dollars, and except as
provided in the second sentence of this SECTION 2.5(B)(i)(a), within three
(3) Business Days after the Borrower's or any of its Subsidiaries'
(i) receipt of any Net Cash Proceeds from any such Asset Sale or Financing,
or (ii) conversion to cash or Cash Equivalents of non-cash proceeds
(whether principal or interest and including securities, release of escrow
arrangements or lease payments) received from any Asset Sale or Financing,
the Borrower shall make a mandatory prepayment of the Obligations in an
amount equal to one hundred percent (100%) of such Net Cash Proceeds or
such proceeds converted from non-cash to cash or Cash Equivalents. Net
Cash Proceeds of Asset Sales with respect to which the Borrower shall have
given the Agent written notice of its intention to replace the assets
within six (6) months, in the case of a sale of Equipment, or twelve (12)
months, in the case of a sale of real property, following

such Asset Sale shall not be subject to the provisions of the first
sentence of this SECTION 2.5(B)(i)(a) unless and to the extent that such
applicable period shall have expired without such replacement having been
made.

(b) Simultaneously with the delivery of the annual audited financial
statements required to be delivered pursuant to SECTION 7.1(A)(ii) for each
fiscal year beginning with the fiscal year ending June 30, 1999, the
Borrower shall calculate Excess Cash Flow for such fiscal year and shall
make a mandatory prepayment of the Obligations, payable not later than the
earlier of ten (10) days after such financial statements and calculation
are delivered or one hundred (100) days after the end of such fiscal year,
in an amount equal to seventy-five percent (75%) of such Excess Cash Flow.

(c) If at any time, (x) the Dollar Amount of the Revolving Credit
Obligations exceeds 105% of the Aggregate Revolving Loan Commitment or
(y) the Dollar Amount of all Eurocurrency Rate Loans and L/C Obligations in
Agreed Currencies other than Dollars (other than in respect of the
Indemnification Letter) exceeds 105% of the Maximum Eurocurrency Amount
(utilizing the exchange rates determined in accordance with SECTION 2.2),
the Borrower for the ratable benefit of the Lenders shall immediately
prepay Loans (to be applied to such Loans as the Borrower shall direct at
the time of such payment) in an aggregate amount such that after giving
effect thereto (A) the Dollar Amount of the Revolving Credit Obligations is
less than or equal to the Aggregate Revolving Loan Commitments and (B) the
Dollar Amount of all Eurocurrency Rate Loans and L/C Obligations in Agreed
Currencies other than Dollars is less than or equal to the Maximum
Eurocurrency Amount (other than in respect of the Indemnification Letter).

(d) Nothing in this SECTION 2.5(B)(i) shall be construed to
constitute the Lenders' consent to any transaction referred to in CLAUSE
(a) above which is not expressly permitted by the terms of this Agreement.

(e) Each mandatory prepayment required by CLAUSES (a) and (b) of this
SECTION 2.5(B) shall be referred to herein as a "Designated Prepayment."
Designated Prepayments shall be allocated and applied to the Obligations as
follows:

(I) the amount of each Designated Prepayment shall be
applied ratably to the Tranche A Term Loans and the Tranche B
Term Loans to each of the then remaining installments payable
under such Term Loans in the inverse order of maturity; and

(II) following the payment in full of the Term Loans, the
amount of each Designated Prepayment shall be applied to repay
Revolving Loans (but shall reduce Revolving Loan Commitments only
at the option of the Required Lenders) and following the payment
in full of the Revolving Loans, the amount of each Designated
Prepayment shall be applied first to interest on the
Reimbursement Obligations, then to principal on the Reimbursement
Obligations, then to fees on account of Letters of Credit and
then, to the extent any L/C Obligations are contingent, deposited
with the Agent as cash collateral in respect of such L/C
Obligations.

(e) Any Tranche B Term Loan Lender may decline any Designated
Prepayment attributable to an Asset Sale or to Excess Cash Flow, in which
case the amount declined will

be applied pro rata to each of the then remaining installments of the
Tranche A Term Loans in the inverse order of maturity.

(f) On the date any Designated Prepayment is received by the Agent,
such prepayment shall be applied first to Floating Rate Loans and to any
Eurocurrency Rate Loans maturing on such date and then to subsequently
maturing Eurocurrency Rate Loans in order of maturity.

(ii) MANDATORY PREPAYMENTS OF REVOLVING LOANS. In addition to repayments
under SECTION 2.5(B)(i)(d)(ii), if at any time and for any reason the Dollar
Amount of the Revolving Credit Obligations are greater than the Aggregate
Revolving Loan Commitment, the Borrower shall immediately make a mandatory
prepayment of the Obligations in an amount equal to such excess. In addition,
if the Dollar Amount of L/C Obligations outstanding at any time is greater than
the Aggregate Revolving Loan Commitment at such time MINUS the sum of the
outstanding principal Dollar Amount of the Revolving Loans at such time and the
outstanding principal amount of the Swing Line Loans at such time, the Borrower
shall deposit cash collateral with the Agent in an amount in Dollars equal to
such excess.

(iii) Subject to the preceding provisions of this SECTION 2.5(B), all of
the mandatory prepayments made under this SECTION 2.5(B) shall be applied first
to Floating Rate Loans and to any Eurocurrency Rate Loans maturing on such date
and then to subsequently maturing Eurocurrency Rate Loans in order of maturity.

2.6 REDUCTION OF COMMITMENTS. The Borrower may permanently reduce the
Aggregate Revolving Loan Commitment in whole, or in part ratably among the
Lenders, in an aggregate minimum amount of $1,000,000 with respect to each such
Commitment and integral multiples of $100,000 in excess of that amount with
respect to each such Commitment (unless the Aggregate Revolving Loan Commitment
is reduced in whole), upon at least five (5) Business Day's written notice to
the Agent, which notice shall specify the amount of any such reduction;
PROVIDED, HOWEVER, that the amount of the Aggregate Revolving Loan Commitment
may not be reduced below the aggregate principal Dollar Amount of the
outstanding Revolving Credit Obligations. All accrued commitment fees shall be
payable on the effective date of any termination of the obligations of the
Lenders to make Loans hereunder.

2.7 METHOD OF BORROWING. Not later than 2:00 p.m. (Chicago time) on each
Borrowing Date, each Lender shall make available its Revolving Loan or Term
Loan, in immediately available funds in the Agreed Currency to the Agent at its
address specified pursuant to ARTICLE XIV, unless the Agent has notified the
Lenders that such Loan is to be made available to the Borrower at the Agent's
Eurocurrency Payment Office, in which case each Lender shall make available its
Loan or Loans, in funds immediately available to the Agent at its Eurocurrency
Payment Office, not later than 1:00 p.m. (local time in the city of the Agent's
Eurocurrency Payment Office) in the Agreed Currency designated by the Agent.
The Agent will promptly make the funds so received from the Lenders available to
the Borrower at the Agent's aforesaid address.

2.8 METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR ADVANCES. The
Borrower shall select the Type of Advance and, in the case of each Eurocurrency
Rate Advance, the Interest Period and Agreed Currency applicable to each Advance
from time to time. The Borrower shall give the Agent irrevocable notice in
substantially the form of EXHIBIT C hereto (a) "BORROWING/CONVERSION/
CONTINUATION NOTICE" not later than 10:00 a.m. (Chicago time) (a) on or before
the Borrowing Date of each Floating Rate Advance, (b) three Business Days before
the Borrowing Date for each

Eurocurrency Rate Advance to be made in Dollars, and (c) four Business Days
before the Borrowing Date for each Eurocurrency Rate Advance to be made in any
Agreed Currency other than Dollars, specifying: (i) the Borrowing Date (which
shall be a Business Day) of such Advance; (ii) the aggregate amount of such
Advance; (iii) the Type of Advance selected; and (iv) in the case of each
Eurocurrency Rate Advance, the Interest Period and Agreed Currency applicable
thereto. The Borrower shall select Interest Periods so that, to the best of the
Borrower's knowledge, it will not be necessary to prepay all or any portion of
any Eurocurrency Rate Advance prior to the last day of the applicable Interest
Period in order to make mandatory prepayments as required pursuant to the terms
hereof. Each Floating Rate Advance and all Obligations other than Loans shall
bear interest from and including the date of the making of such Advance, in the
case of Loans, and the date such Obligation is due and owing in the case of such
other Obligations, to (but not including) the date of repayment thereof at the
Floating Rate, changing when and as such Floating Rate changes. Changes in the
rate of interest on that portion of any Advance maintained as a Floating Rate
Loan will take effect simultaneously with each change in the Alternate Base
Rate. Each Eurocurrency Rate Advance shall bear interest from and including the
first day of the Interest Period applicable thereto to (but not including) the
last day of such Interest Period at the interest rate determined as applicable
to such Eurocurrency Rate Advance.

2.9 MINIMUM AMOUNT OF EACH ADVANCE. Each Advance (other than an Advance
to repay Swing Line Loans or a Reimbursement Obligation) shall be in the minimum
amount of $1,000,000 or the Approximate Equivalent Amount of any Agreed Currency
other than Dollars (and in multiples of $100,000 or the Approximate Equivalent
Amount of any Agreed Currency other than Dollars if in excess thereof),
PROVIDED, HOWEVER, that any Floating Rate Advance may be in the amount of the
unused Aggregate Revolving Loan Commitment.

2.10 METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR CONVERSION AND
CONTINUATION OF ADVANCES.

(A) RIGHT TO CONVERT. The Borrower may elect from time to time, subject
to the provisions of SECTION 2.4 and this SECTION 2.10, to convert all or any
part of a Loan of any Type into any other Type or Types of Loans; PROVIDED that
any conversion of any Eurocurrency Rate Advance shall be made on, and only on,
the last day of the Interest Period applicable thereto.

(B) AUTOMATIC CONVERSION AND CONTINUATION. Floating Rate Loans shall
continue as Floating Rate Loans unless and until such Floating Rate Loans are
converted into Eurocurrency Rate Loans. Eurocurrency Rate Loans shall continue
as Eurocurrency Rate Loans until the end of the then applicable Interest Period
therefor, at which time such Eurocurrency Rate Loans shall be automatically
converted into Floating Rate Loans unless the Borrower shall have given the
Agent notice in accordance with SECTION 2.10(D) requesting that, at the end of
such Interest Period, such Eurocurrency Rate Loans continue as a Eurocurrency
Rate Loan. Unless a Borrowing/Conversion/ Continuation Notice shall have timely
been given in accordance with the terms of this SECTION 2.10, Eurocurrency Rate
Advances in an Agreed Currency other than Dollars shall automatically continue
as Eurocurrency Rate Advances in the same Agreed Currency with an Interest
Period of one (1) month.

(C) NO CONVERSION POST-DEFAULT OR POST-UNMATURED DEFAULT. Notwithstanding
anything to the contrary contained in SECTION 2.10(A) or SECTION 2.10(B), no
Loan may be converted into or continued as a Eurocurrency Rate Loan (except with
the consent of the Required Lenders) when any Default or Unmatured Default has
occurred and is continuing.

(D) BORROWING/CONVERSION/CONTINUATION NOTICE. The Borrower shall give the
Agent irrevocable notice (a "BORROWING/CONVERSION/CONTINUATION NOTICE") of each
conversion of a Floating Rate Loan into a Eurocurrency Rate Loan or continuation
of a Eurocurrency Rate Loan not later than 10:00 a.m. (Chicago time) (x) three
Business Days prior to the date of the requested conversion or continuation with
respect to any Loan to be converted or continued as a Eurocurrency Rate Loan in
Dollars and (y) four Business Days prior to the date of the requested conversion
or continuation with respect to any Loan to be converted or continued as a
Eurocurrency Rate Loan in an Agreed Currency other than Dollars, specifying:
(1) the requested date (which shall be a Business Day) of such conversion or
continuation; (2) the amount and Type of the Loan to be converted or continued;
and (3) the amount of Eurocurrency Rate Loan(s) into which such Loan is to be
converted or continued, the Agreed Currency and the duration of the Interest
Period applicable thereto.

(E) Notwithstanding anything herein to the contrary, Eurocurrency Rate
Advances in an Agreed Currency may be converted and/or continued as Eurocurrency
Advances only in the same Agreed Currency.

2.11 DEFAULT RATE. After the occurrence and during the continuance of a
Default, at the option of the Agent or at the direction of the Required Lenders,
the interest rate(s) applicable to the Obligations and to the fees payable under
SECTION 3.8 with respect to Letters of Credit shall be increased by two percent
(2.0%) per annum above the Floating Rate or Eurocurrency Rate, as applicable.

2.12 METHOD OF PAYMENT. All payments of principal, interest, and fees
hereunder shall be made, without setoff, deduction or counterclaim, in
immediately available funds to the Agent at the Agent's address specified
pursuant to ARTICLE XIV in immediately available funds with respect to Advances
or other Obligations denominated in Dollars and (ii) at the Agent's Eurocurrency
Payment Office in immediately available funds with respect to any Advance or
other Obligations denominated in an Agreed Currency other than Dollars, or at
any other Lending Installation of the Agent specified in writing by the Agent to
the Borrower, by 2:00 p.m. (Chicago time) on the date when due and shall be made
ratably among the Lenders (unless such amount is not to be shared ratably in
accordance with the terms hereof). Each Advance shall be repaid or prepaid in
the Agreed Currency in which it was made in the amount borrowed and interest
payable thereon shall also be paid in such Currency. Each payment delivered to
the Agent for the account of any Lender shall be delivered promptly by the Agent
to such Lender in the same type of funds which the Agent received at its address
specified pursuant to ARTICLE XIV or at any Lending Installation specified in a
notice received by the Agent from such Lender. The Borrower authorizes the
Agent to charge the account of the Borrower maintained with First Chicago for
each payment of principal, interest and fees as it becomes due hereunder. Each
reference to the Agent in this SECTION 2.12 shall also be deemed to refer, and
shall apply equally, to each Issuing Bank, in the case of payments required to
be made by the Borrower to any Issuing Bank pursuant to ARTICLE III.
Notwithstanding the foregoing provisions of this Section, if, after the making
of any Advance in any currency other than Dollars, currency control or exchange
regulations are imposed in the country which issues such Agreed Currency with
the result that different types of such Agreed Currency (the "NEW CURRENCY") are
introduced and the type of currency in which the Advance was made (the "ORIGINAL
CURRENCY") no longer exists or the Borrower is not able to make payment to the
Agent for the account of the Lenders in such Original Currency, then all
payments to be made by the Borrower hereunder or under the Notes in such
currency shall be made to the Agent in such amount and such type of the New
Currency or Dollars as shall be equivalent to the amount of such payment
otherwise due hereunder or under the Notes in the Original Currency, it being
the intention of the parties hereto that the Borrower take all risks of the
imposition of any such currency control or exchange regulations. In addition,
notwithstanding the

foregoing provisions of this Section, if, after the making of any Advance in any
currency other than Dollars, the Borrower is not able to make payment to the
Agent for the account of the Lenders in the type of currency in which such
Advance was made because of the imposition of any such currency control or
exchange regulation, then such Advance shall instead be repaid when due in
Dollars in a principal amount equal to the Dollar Amount (as of the date of
repayment) of such Advance.

2.13 NOTES. Each Lender is authorized to record the principal amount of
each of its Loans and each repayment with respect to its Loans on the schedule
attached to its respective Notes; PROVIDED, HOWEVER, that the failure to so
record shall not affect the Borrower's obligations under any such Note.

2.14 TELEPHONIC NOTICES. The Borrower authorizes the Lenders and the
Agent to extend Advances, effect selections of Types of Advances and to transfer
funds based on telephonic notices made by any person or persons the Agent or any
Lender in good faith believes to be acting on behalf of the Borrower. The
Borrower agrees to deliver promptly to the Agent a written confirmation, signed
by an Authorized Officer, if such confirmation is requested by the Agent or any
Lender, of each telephonic notice. If the written confirmation differs in any
material respect from the action taken by the Agent and the Lenders, (i) the
telephonic notice shall govern absent manifest error and (ii) the Agent or the
Lender, as applicable, shall promptly notify the Authorized Officer who provided
such confirmation of such difference.

2.15 PROMISE TO PAY; INTEREST AND COMMITMENT FEES; INTEREST PAYMENT DATES;
INTEREST AND FEE BASIS; TAXES; LOAN AND CONTROL ACCOUNTS.

(A) PROMISE TO PAY(A) PROMISE TO PAY. The Borrower unconditionally
promises to pay when due the principal amount of each Loan and all other
Obligations incurred by it, and to pay all unpaid interest accrued thereon, in
accordance with the terms of this Agreement, the Notes and the other Loan
Documents.

(B) INTEREST PAYMENT DATES. Interest accrued on each Floating Rate Loan
shall be payable on each Payment Date, commencing with the first such date to
occur after the date hereof, on any date on which the Floating Rate Loan is
prepaid, whether due to acceleration or otherwise, and at maturity (whether by
acceleration or otherwise). Interest accrued on each Eurocurrency Rate Loan
shall be payable on the last day of its applicable Interest Period, on any date
on which the Eurocurrency Rate Loan is prepaid, whether by acceleration or
otherwise, and at maturity. Interest accrued on each Eurocurrency Rate Loan
having an Interest Period longer than three months shall also be payable on the
last day of each three-month interval during such Interest Period. Interest
accrued on the principal balance of all other Obligations shall be payable in
arrears (i) on the last day of each calendar month, commencing on the first such
day following the incurrence of such Obligation, (ii) upon repayment thereof in
full or in part, and (iii) if not theretofore paid in full, at the time such
other Obligation becomes due and payable (whether by acceleration or otherwise).

(C) COMMITMENT FEES. (i) The Borrower shall pay to the Agent, for the
account of the Lenders in accordance with their Tranche A Pro Rata Shares, from
and after the Closing Date until the date on which the Aggregate Revolving Loan
Commitment shall be terminated in whole, a commitment fee accruing at the rate
of the then Applicable Commitment Fee Percentage, on the amount by which (A) the
Aggregate Revolving Loan Commitment in effect from time to time exceeds (B) the
Dollar Amount of the Revolving Credit Obligations (excluding the outstanding
principal amount of the Swing Line Loans) in effect from time to time. All such
commitment fees payable under this CLAUSE (C) shall be payable quarterly in
arrears on the last day of each fiscal

quarter of the Borrower occurring after the Closing Date (with the first such
payment being calculated for the period from the Closing Date and ending on
March 31, 1998), and, in addition, on the date on which the Aggregate Revolving
Loan Commitment shall be terminated in whole.

(ii) The Borrower agrees to pay to the Agent for the sole account of the
Agent and the Arranger (unless otherwise agreed between the Agent and the
Arranger and any Lender) the fees set forth in the letter agreement between the
Agent, the Arranger and the Borrower dated January 27, 1998, payable at the
times and in the amounts set forth therein.

(D) INTEREST AND FEE BASIS; APPLICABLE FLOATING RATE MARGINS, APPLICABLE
EUROCURRENCY MARGINS AND APPLICABLE COMMITMENT FEE PERCENTAGE.

(i) Interest and fees shall be calculated for actual days elapsed on the
basis of a 360-day year. Interest shall be payable for the day an Obligation is
incurred but not for the day of any payment on the amount paid if payment is
received prior to 2:00 p.m. (Chicago time) at the place of payment. If any
payment of principal of or interest on a Loan or any payment of any other
Obligations shall become due on a day which is not a Business Day, such payment
shall be made on the next succeeding Business Day and, in the case of a
principal payment, such extension of time shall be included in computing
interest in connection with such payment.

(ii) The Applicable Floating Rate Margins, Applicable Eurocurrency Margins
and Applicable Commitment Fee Percentage shall be determined from time to time
by reference to the table set forth below, on the basis of the then applicable
Leverage Ratio as described in this SECTION 2.15(D)(ii):

---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
APPLICABLE
COMMITMENT
APPLICABLE FLOATING APPLICABLE EUROCURRENCY FEE
RATE MARGINS MARGINS PERCENTAGE
-------------------------------------- -----------------------------------
TRANCHE A TRANCHE B TRANCHE A TRANCHE B
TERM LOANS TERM LOANS TERM LOANS TERM LOANS
AND REVOLVING AND REVOLVING
LEVERAGE RATIO LOANS LOANS
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------

Greater than 4.0 to
1.0 1.00% 1.50% 2.00% 2.50% 0.50%
---------------------------------------------------------------------------------------------------------------------------------
Greater than 3.5 to
1.0 and less than or 0.75% 1.25% 1.75% 2.25% 0.375%
equal to 4.0 to
1.0
---------------------------------------------------------------------------------------------------------------------------------
Greater than 3.0 to
1.0 and less 0.50% 1.00% 1.50% 2.00% 0.30%
than or equal to
3.5 to 1.0
---------------------------------------------------------------------------------------------------------------------------------
Greater than 2.5 to
1.0 and less than 0.25% 0.75% 1.25% 1.75% 0.25%
or equal to 3.0 to
1.0
---------------------------------------------------------------------------------------------------------------------------------
Greater than 2.0 to
1.0 and less than 0.00% 0.50% 1.00% 1.75% 0.25%
or equal to 2.5 to
1.0
---------------------------------------------------------------------------------------------------------------------------------
Less than or equal
to 2.0 to 1.0 0.00% 0.50% 0.75% 1.75% 0.20%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------

For purposes of this SECTION 2.15(D)(ii), the Leverage Ratio shall be calculated
as provided in SECTION 7.4(B). Upon receipt of the financial statements
delivered pursuant to SECTIONS 7.1(A)(i) and (ii), as applicable, the Applicable
Floating Rate Margins, Applicable Eurocurrency Margins and Applicable Commitment
Fee Percentage shall be adjusted, such adjustment being effective five (5)
Business Days following the Agent's receipt of such financial statements and the
compliance certificate required to be delivered in connection therewith pursuant
to SECTION 7.1(A)(iii); PROVIDED, that if the Borrower shall not have timely
delivered its financial statements in accordance with SECTION 7.1(A)(i) or (ii),
as applicable, then commencing on the date upon which such financial statements
should have been delivered and continuing until such financial statements are
actually delivered, it shall be assumed for purposes of determining the
Applicable Floating Rate Margins, Applicable Eurocurrency Margins and Applicable
Commitment Fee Percentage that the Leverage Ratio was greater than 4.0 to 1.0.

(iii) Notwithstanding anything herein to the contrary, from the Closing
Date to but not including the fifth Business Day following receipt of the
Borrower's financial statements delivered pursuant to SECTION 7.1(A)(ii) for the
fiscal year ending June 30, 1998, the Applicable Floating Rate Margins,
Applicable Eurocurrency Margins and Applicable Commitment Fee Percentage shall
be determined based upon a Leverage Ratio the Agent determines to be applicable
as of the Closing Date and in no event to be less than or equal to 3.5 to 1.0.

(E) TAXES.

(i) Any and all payments by the Borrower hereunder shall be made free
and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings or any liabilities
with respect thereto including those arising after the date hereof as a
result of the adoption of or any change in any law, treaty, rule,
regulation, guideline or determination of a Governmental Authority or any
change in the interpretation or application thereof by a Governmental
Authority but excluding, in the case of each Lender and the Agent, such
taxes (including income taxes, franchise taxes and branch profit taxes) as
are imposed on or measured by such Lender's or Agent's, as the case may be,
income by the United States of America or any Governmental Authority of the
jurisdiction under the laws of which such Lender or Agent, as the case may
be, is organized or maintains a Lending Installation (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings, and liabilities
which the Agent or a Lender determines to be applicable to this Agreement,
the other Loan Documents, the Revolving Loan Commitments, the Loans or the
Letters of Credit being hereinafter referred to as "TAXES"). If the
Borrower shall be required by law to deduct any Taxes from or in respect of
any sum payable hereunder or under the other Loan Documents to any Lender
or the Agent, (i) the sum payable shall be increased as may be necessary so
that after making all required deductions (including deductions applicable
to additional sums payable under this SECTION 2.15(E)) such Lender or the
Agent (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall
make such deductions, and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in
accordance with applicable law. If a withholding tax of the United States
of America or any other Governmental Authority shall be or become
applicable (y) after the date of this Agreement, to such payments by the
Borrower made to the Lending Installation or any other office that a Lender
may claim as its Lending Installation, or (z) after such Lender's selection
and designation of any other Lending Installation, to such payments made to
such other Lending Installation, such Lender shall use reasonable efforts
to make, fund and maintain its Loans through another Lending Installation
of such Lender in another jurisdiction so as to reduce the Borrower's
liability hereunder, if the making, funding or maintenance of such Loans
through such other Lending Installation of such Lender does not, in the
judgment of such Lender, otherwise adversely affect such Loans, or
obligations under the Revolving Loan Commitments or such Lender.

(ii) In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges,
or similar levies which arise from any payment made hereunder, from the
issuance of Letters of Credit hereunder, or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement, the other
Loan Documents, the Revolving Loan Commitments, the Loans or the Letters of
Credit (hereinafter referred to as "OTHER TAXES").

(iii) The Borrower indemnifies each Lender and the Agent for the full
amount of Taxes and Other Taxes (including, without limitation, any Taxes
or Other Taxes imposed by any Governmental Authority on amounts payable
under this SECTION 2.15(E)) paid by such Lender or the Agent (as the case
may be) and any liability (including penalties, interest, and expenses)
arising therefrom or with respect thereto, whether or not such Taxes or
Other Taxes were correctly or legally asserted. This indemnification shall
be made within thirty (30) days after the date such Lender or the Agent (as
the case may be) makes written demand therefor. A certificate as to any
additional amount payable to any Lender or the Agent under this
SECTION 2.15(E) submitted to the Borrower and the Agent (if a Lender is so
submitting) by such Lender or the Agent shall show in reasonable detail the
amount payable and the calculations used to determine such amount and
shall, absent manifest error, be final, conclusive and binding upon all
parties hereto. With respect to such deduction or withholding for or on
account of any Taxes and to confirm that all such Taxes have been paid to
the appropriate Governmental Authorities, the Borrower shall promptly (and
in any event not later than thirty (30) days after receipt) furnish to each
Lender and the Agent such certificates, receipts and other documents as may
be required (in the judgment of such Lender or the Agent) to establish any
tax credit to which such Lender or the Agent may be entitled.

(iv) Within thirty (30) days after the date of any payment of Taxes
or Other Taxes by the Borrower, the Borrower shall furnish to the Agent the
original or a certified copy of a receipt evidencing payment thereof.

(v) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower
contained in this SECTION 2.15(E) shall survive the payment in full of
principal and interest hereunder, the termination of the Letters of Credit
and the termination of this Agreement.

(vi) Without limiting the obligations of the Borrower under this
SECTION 2.15(E), each Lender that is not created or organized under the
laws of the United States of America or a political subdivision thereof
shall deliver to the Borrower and the Agent on or before the Closing Date,
or, if later, the date on which such Lender becomes a Lender pursuant to
SECTION 13.3, a true and accurate certificate executed in duplicate by a
duly authorized officer of such Lender, in a form satisfactory to the
Borrower and the Agent, to the effect that such Lender is eligible under
the provisions of an applicable tax treaty concluded by the United States
of America (in which case the certificate shall be accompanied by two
executed copies of Form 1001 of the IRS) or under Section 1442 of the Code
(in which case the certificate shall be accompanied by two copies of
Form 4224 of the IRS) to receive payments of interest hereunder without
deduction or withholding of United States federal income tax. Each such
Lender further agrees to deliver to the Borrower and the Agent from time to
time a true and accurate certificate executed in duplicate by a duly
authorized officer of such Lender substantially in a form satisfactory to
the Borrower and the Agent, before or promptly upon the occurrence of any
event requiring a change in the most recent certificate previously
delivered by it to the Borrower and the Agent pursuant to this
SECTION 2.15(E)(vi). Further, each Lender which delivers a certificate
accompanied by Form 1001 of the IRS covenants and agrees to deliver to the
Borrower and the Agent within fifteen (15) days prior to January 1, 1999,
and every third (3rd) anniversary of such date thereafter on which this
Agreement is still in effect, another such certificate and two accurate and
complete original signed copies of Form 1001 (or any successor form or
forms required under the Code or the applicable regulations promulgated
thereunder), and each Lender that delivers a certificate accompanied by
Form 4224 of the IRS covenants and agrees to deliver to the Borrower and

the Agent within fifteen (15) days prior to the beginning of each
subsequent taxable year of such Lender during which this Agreement is still
in effect, another such certificate and two accurate and complete original
signed copies of IRS Form 4224 (or any successor form or forms required
under the Code or the applicable regulations promulgated thereunder). Each
such certificate shall certify as to one of the following:

(a) that such Lender is eligible to receive payments of
interest hereunder without deduction or withholding of United
States of America federal income tax;

(b) that such Lender is not eligible to receive payments of
interest hereunder without deduction or withholding of United
States of America federal income tax as specified therein but is
capable of recovering the full amount of any such deduction or
withholding from a source other than the Borrower and will not
seek any such recovery from the Borrower; or

(c) that, as a result of the adoption of or any change in
any law, treaty, rule, regulation, guideline or determination of
a Governmental Authority or any change in the interpretation or
application thereof by a Governmental Authority after the date
such Lender became a party hereto, such Lender is not eligible to
receive payments of interest hereunder without deduction or
withholding of United States of America federal income tax as
specified therein and that it is not capable of recovering the
full amount of the same from a source other than the Borrower.

Each Lender shall promptly furnish to the Borrower and the Agent such
additional documents as may be reasonably required by the Borrower or the
Agent to establish any exemption from or reduction of any Taxes or Other
Taxes required to be deducted or withheld and which may be obtained without
undue expense to such Lender.

(F) LOAN ACCOUNT. Each Lender shall maintain in accordance with its usual
practice an account or accounts (a "LOAN ACCOUNT") evidencing the Obligations of
the Borrower to such Lender owing to such Lender from time to time, including
the amount of principal and interest payable and paid to such Lender from time
to time hereunder and under the Notes.

(G) CONTROL ACCOUNT. The Register maintained by the Agent pursuant to
SECTION 13.3(C) shall include a control account, and a subsidiary account for
each Lender, in which accounts (taken together) shall be recorded (i) the date
and amount of each Advance made hereunder, the type of Loan comprising such
Advance and any Interest Period applicable thereto, (ii) the effective date and
amount of each Assignment Agreement delivered to and accepted by it and the
parties thereto pursuant to SECTION 13.3, (iii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder or under the Notes, (iv) the amount of any sum received by the
Agent from the Borrower hereunder and each Lender's share thereof, and (v) all
other appropriate debits and credits as provided in this Agreement, including,
without limitation, all fees, charges, expenses and interest.

(H) ENTRIES BINDING. The entries made in the Register and each Loan
Account shall be conclusive and binding for all purposes, absent manifest error,
unless the Borrower objects to information contained in the Register and each
Loan Account within thirty (30) days of the Borrower's receipt of such
information.

2.16 NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND AGGREGATE
REVOLVING LOAN COMMITMENT REDUCTIONS. Promptly after receipt thereof, the Agent
will notify each Lender of the contents of each Aggregate Revolving Loan
Commitment reduction notice, Borrowing/Conversion/Continuation Notice, and
repayment notice received by it hereunder. The Agent will notify each Lender of
the interest rate and Agreed Currency applicable to each Eurocurrency Rate Loan
promptly upon determination of such interest rate and Agreed Currency and will
give each Lender prompt notice of each change in the Alternate Base Rate.

2.17 LENDING INSTALLATIONS. Each Lender may book its Loans at any Lending
Installation selected by such Lender and may change its Lending Installation
from time to time. All terms of this Agreement shall apply to any such Lending
Installation and the Notes shall be deemed held by each Lender for the benefit
of such Lending Installation. Each Lender may, by written or facsimile notice
to the Agent and the Borrower, designate a Lending Installation through which
Loans will be made by it and for whose account Loan payments are to be made.

2.18 NON-RECEIPT OF FUNDS BY THE AGENT. Unless the Borrower or a Lender,
as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption.
If such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (ii) in the case of payment by the
Borrower, the interest rate applicable to the relevant Loan.

2.19 TERMINATION DATE. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement on the
Termination Date, until all of the Obligations (other than contingent indemnity
obligations) shall have been fully and indefeasibly paid and satisfied, all
financing arrangements among the Borrower and the Lenders shall have been
terminated (other than under Interest Rate Agreements or other agreements with
respect to Hedging Obligations) and all of the Letters of Credit shall have
expired, been canceled or terminated, all of the rights and remedies under this
Agreement and the other Loan Documents shall survive.

2.20 REPLACEMENT OF CERTAIN LENDERS. In the event a Lender ("AFFECTED
LENDER") shall have: (i) failed to fund its Tranche A Pro Rata Share or Tranche
B Pro Rata Share, as applicable, of any Advance requested by the Borrower, or to
fund a Revolving Loan in order to repay Swing Line Loans pursuant to SECTION
2.3(D), which such Lender is obligated to fund under the terms of this Agreement
and which failure has not been cured, (ii) requested compensation from the
Borrower under SECTIONS 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or
other additional costs incurred by such Lender which are not being incurred
generally by the other Lenders, (iii) delivered a notice pursuant to SECTION 4.3
claiming that such Lender is unable to extend Eurocurrency Rate Loans to the
Borrower for reasons not generally applicable to the other Lenders or (iv) has
invoked SECTION 10.2, then, in any such case, the Borrower or the Agent may make
written demand on such Affected Lender (with a copy to the Agent in the case of
a demand by the Borrower and a copy to the Borrower in the case of a demand by
the Agent) for the Affected Lender to assign, and such Affected

Lender shall use its best efforts to assign pursuant to one or more duly
executed Assignment Agreements five (5) Business Days after the date of such
demand, to one or more financial institutions that comply with the provisions of
SECTION 13.3(A) which the Borrower or the Agent, as the case may be, shall have
engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's
rights and obligations under this Agreement and the other Loan Documents
(including, without limitation, its Revolving Loan Commitment, all Loans owing
to it, all of its participation interests in existing Letters of Credit, and its
obligation to participate in additional Letters of Credit hereunder) in
accordance with SECTION 13.3. The Agent agrees, upon the occurrence of such
events with respect to an Affected Lender and upon the written request of the
Borrower, to use its reasonable efforts to obtain the commitments from one or
more financial institutions to act as a Replacement Lender. The Agent is
authorized to execute one or more of such assignment agreements as
attorney-in-fact for any Affected Lender failing to execute and deliver the same
within five (5) Business Days after the date of such demand. Further, with
respect to such assignment the Affected Lender shall have concurrently received,
in cash, all amounts due and owing to the Affected Lender hereunder or under any
other Loan Document, including, without limitation, the aggregate outstanding
principal amount of the Loans owed to such Lender, together with accrued
interest thereon through the date of such assignment, amounts payable under
SECTIONS 2.15(E), 4.1, and 4.2 with respect to such Affected Lender and
compensation payable under SECTION 2.15(C) in the event of any replacement of
any Affected Lender under CLAUSE (ii) or CLAUSE (iii) of this SECTION 2.20;
PROVIDED that upon such Affected Lender's replacement, such Affected Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of SECTIONS 2.15(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees
accrued for its account hereunder and not yet paid, and shall continue to be
obligated under SECTION 11.8. Upon the replacement of any Affected Lender
pursuant to this SECTION 2.20, the provisions of SECTION 9.2 shall continue to
apply with respect to Borrowings which are then outstanding with respect to
which the Affected Lender failed to fund its Tranche A Pro Rata Share or Tranche
B Pro Rata Share, as applicable, and which failure has not been cured.

2.21 JUDGMENT CURRENCY. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due from the Borrower hereunder or under
any of the Notes in the currency expressed to be payable herein or under the
Notes (the "SPECIFIED CURRENCY") into another currency, the parties hereto
agree, to the fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Agent could purchase the specified currency with such other
currency at the Agent's main office in Chicago, Illinois on the Business Day
preceding that on which the final, non-appealable judgment is given. The
obligations of the Borrower in respect of any sum due to any Lender or the Agent
hereunder or under any Note shall, notwithstanding any judgment in a currency
other than the specified currency, be discharged only to the extent that on the
Business Day following receipt by such Lender or the Agent (as the case may be)
of any sum adjudged to be so due in such other currency such Lender or the Agent
(as the case may be) may in accordance with normal, reasonable banking
procedures purchase the specified currency with such other currency. If the
amount of the specified currency so purchased is less than the sum originally
due to such Lender or the Agent, as the case may be, in the specified currency,
the Borrower agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Agent, as the case may be, against such loss, and if the amount of
the specified currency so purchased exceeds (a) the sum originally due to any
Lender or the Agent, as the case may be, in the specified currency and (b) any
amounts shared with other Lenders as a result of allocations of such excess as a
disproportionate payment to such Lender under SECTION 12.2, such Lender or the
Agent, as the case may be, agrees to remit such excess to the Borrower.

2.22 MARKET DISRUPTION. Notwithstanding the satisfaction of all
conditions referred to in

ARTICLE II with respect to any Advance in any Agreed Currency other than
Dollars, if there shall occur on or prior to the date of such Advance any change
in national or international financial, political or economic conditions or
currency exchange rates or exchange controls which would in the reasonable
opinion of the Borrower, Agent or the Required Lenders make it impracticable for
the Eurocurrency Rate Loans comprising such Advance to be denominated in the
Agreed Currency specified by the Borrower, then the Agent shall forthwith give
notice thereof to the Borrower and the Lenders, or the Borrower shall give
notice to the Agent and the Lenders, as the case may be, and such Eurocurrency
Rate Loans shall not be denominated in such currency but shall be made on such
Borrowing Date in Dollars, in an aggregate principal amount equal to the Dollar
Amount of the aggregate principal amount specified in the related Borrowing
Notice, as Floating Rate Loans, unless the Borrower notifies the Agent at least
one Business Day before such date that (i) it elects not to borrow on such date
or (ii) it elects to borrow on such date in a different Agreed Currency, as the
case may be, in which the denomination of such Eurocurrency Loans would in the
opinion of the Agent and the Required Lenders be practicable and in an aggregate
principal amount equal to the Dollar Amount of the aggregate principal amount
specified in the related Borrowing Notice.

ARTICLE III: THE LETTER OF CREDIT FACILITY

3.1 OBLIGATION TO ISSUE. Subject to the terms and conditions of this
Agreement and in reliance upon the representations, warranties and covenants of
the Borrower herein set forth, each Issuing Bank hereby agrees to issue for the
account of the Borrower through such Issuing Bank's branches as it and the
Borrower may jointly agree, one or more Letters of Credit denominated in Dollars
or an Agreed Currency in accordance with this ARTICLE III, from time to time
during the period, commencing on the date hereof and ending on the Business Day
prior to the Termination Date.

3.2 RESERVED.

3.3 TYPES AND AMOUNTS. No Issuing Bank shall have any obligation to and
no Issuing Bank shall:

(i) issue any Letter of Credit if on the date of issuance,
before or after giving effect to the Letter of Credit requested
hereunder, (a) the Dollar Amount of the Revolving Credit Obligations
at such time would exceed the lesser of the Aggregate Revolving Loan
Commitment at such time, or (b) the aggregate outstanding Dollar
Amount of the L/C Obligations (other than L/C Obligations in respect
of the Indemnification Letter) would exceed $2,000,000, or (c) the
Dollar Amount of all Eurocurrency Rate Loans and Letters of Credit in
Agreed Currencies other than Dollars (other than the Indemnification
Letter) would exceed the Maximum Eurocurrency Amount; or

(ii) issue any Letter of Credit which has an expiration date
later than the date which is the earlier of one (1) year after the
date of issuance thereof or five (5) Business Days immediately
preceding the Termination Date.

3.4 CONDITIONS. In addition to being subject to the satisfaction of the
conditions contained in SECTIONS 5.1 and 5.2, the obligation of an Issuing Bank
to issue any Letter of Credit is subject to the satisfaction in full of the
following conditions:

(i) the Borrower shall have delivered to the applicable Issuing
Bank at such times and in such manner as such Issuing Bank may
reasonably prescribe, a request for issuance of such Letter of Credit
in substantially the form of EXHIBIT D hereto, duly executed
applications for such Letter of Credit, and such other documents,
instructions and agreements as may be required pursuant to the terms
thereof (all such applications, documents, instructions, and
agreements being referred to herein as the "L/C Documents"), and the
proposed Letter of Credit shall be reasonably satisfactory to such
Issuing Bank as to form and content; and

(ii) as of the date of issuance no order, judgment or decree of
any court, arbitrator or Governmental Authority shall purport by its
terms to enjoin or restrain the applicable Issuing Bank from issuing
such Letter of Credit and no law, rule or regulation applicable to
such Issuing Bank and no request or directive (whether or not having
the force of law) from a Governmental Authority with jurisdiction over
such Issuing Bank shall prohibit or request that such Issuing Bank
refrain from the issuance of Letters of Credit generally or the
issuance of that Letter of Credit.

3.5 PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT. (a) Subject to the
terms and conditions of this ARTICLE III and provided that the applicable
conditions set forth in SECTIONS 5.1 and 5.2 hereof have been satisfied, the
applicable Issuing Bank shall, on the requested date, issue a Letter of Credit
on behalf of the Borrower in accordance with such Issuing Bank's usual and
customary business practices and, in this connection, such Issuing Bank may
assume that the applicable conditions set forth in SECTION 5.2 hereof have been
satisfied unless it shall have received notice to the contrary from the Agent or
a Lender or has knowledge that the applicable conditions have not been met.

(b) The applicable Issuing Bank shall give the Agent written or telex
notice, or telephonic notice confirmed promptly thereafter in writing, of the
issuance of a Letter of Credit, PROVIDED, HOWEVER, that the failure to provide
such notice shall not result in any liability on the part of such Issuing Bank.

(c) No Issuing Bank shall extend or amend any Letter of Credit unless the
requirements of this SECTION 3.5 are met as though a new Letter of Credit was
being requested and issued.

3.6 LETTER OF CREDIT PARTICIPATION. Immediately upon the issuance of each
Letter of Credit hereunder, and, in the case of the Indemnification Letter, each
Lender with a Tranche A Pro Rata Share shall be deemed to have automatically,
irrevocably and unconditionally purchased and received from the applicable
Issuing Bank an undivided interest and participation in and to such Letter of
Credit, the obligations of the Borrower in respect thereof, and the liability of
such Issuing Bank thereunder (collectively, an "L/C INTEREST") in an amount
equal to the amount available for drawing under such Letter of Credit multiplied
by such Lender's Tranche A Pro Rata Share. Each Issuing Bank will notify each
Lender promptly upon presentation to it of an L/C Draft or upon any other draw
under a Letter of Credit. On or before the Business Day on which an Issuing
Bank makes payment of each such L/C Draft or, in the case of any other draw on a
Letter of Credit, on demand by the Agent or the applicable Issuing Bank, each
Lender shall make payment to the Agent, for the account of the applicable
Issuing Bank, in immediately available funds in the Agreed Currency in an amount
equal to such Lender's Tranche A Pro Rata Share of the amount of such payment or
draw. The obligation of each Lender to reimburse the Issuing Banks under this
SECTION 3.6 shall be unconditional, continuing, irrevocable and absolute. In
the event that any Lender fails to make payment to the Agent of any amount due
under this SECTION 3.6, the Agent shall be entitled to receive, retain and apply
against such obligation the principal and interest otherwise payable to such

Lender hereunder until the Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied; PROVIDED, HOWEVER, that nothing
contained in this sentence shall relieve such Lender of its obligation to
reimburse the applicable Issuing Bank for such amount in accordance with this
SECTION 3.6.

3.7 REIMBURSEMENT OBLIGATION. The Borrower agrees unconditionally,
irrevocably and absolutely to pay immediately to the Agent, for the account of
the Lenders, the amount of each advance drawn under or pursuant to a Letter of
Credit or an L/C Draft related thereto or paid pursuant to the Indemnification
Letter (such obligation of the Borrower to reimburse the Agent for an advance
made under a Letter of Credit or L/C Draft being hereinafter referred to as a
"REIMBURSEMENT OBLIGATION" with respect to such Letter of Credit or L/C Draft).
If the Borrower at any time fails to repay a Reimbursement Obligation pursuant
to this SECTION 3.7, the Borrower shall be deemed to have elected to borrow
Revolving Loans from the Lenders, as of the date of the advance giving rise to
the Reimbursement Obligation, equal in amount to the amount of the unpaid
Reimbursement Obligation. Such Revolving Loans shall be made as of the date of
the payment giving rise to such Reimbursement Obligation, automatically, without
notice and without any requirement to satisfy the conditions precedent otherwise
applicable to an Advance of Revolving Loans. Such Revolving Loans shall
constitute a Floating Rate Advance, the proceeds of which Advance shall be used
to repay such Reimbursement Obligation. If, for any reason, the Borrower fails
to repay a Reimbursement Obligation on the day such Reimbursement Obligation
arises and, for any reason, the Lenders are unable to make or have no obligation
to make Revolving Loans, then such Reimbursement Obligation shall bear interest
from and after such day, until paid in full, at the interest rate applicable to
a Floating Rate Advance.

3.8 LETTER OF CREDIT FEES. The Borrower agrees to pay (i) quarterly, in
arrears, to the Agent for the ratable benefit of the Lenders, except as set
forth in SECTION 9.2, a letter of credit fee at a rate per annum equal to the
Applicable L/C Fee Percentage on the average daily outstanding face amount
available for drawing under all Letters of Credit, (ii) quarterly, in arrears,
to the applicable Issuing Bank, a letter of credit fronting fee at such
percentage rate as may be agreed between the Borrower and each Issuing Bank on
the average daily outstanding face amount available for drawing under all
Letters of Credit issued by such Issuing Bank, and (iii) to the applicable
Issuing Bank, all customary fees and other issuance, amendment, document
examination, negotiation and presentment expenses and related charges in
connection with the issuance, amendment, presentation of L/C Drafts, and the
like customarily charged by such Issuing Banks with respect to standby and
commercial Letters of Credit, including, without limitation, standard
commissions with respect to commercial Letters of Credit, payable at the time of
invoice of such amounts.

3.9 ISSUING BANK REPORTING REQUIREMENTS. In addition to the notices
required by SECTION 3.5(C), each Issuing Bank shall, no later than the tenth
Business Day following the last day of each month, provide to the Agent, upon
the Agent's request, schedules, in form and substance reasonably satisfactory to
the Agent, showing the date of issue, account party, amount, Agreed Currency,
expiration date and the reference number of each Letter of Credit issued by it
outstanding at any time during such month and the aggregate amount payable by
the Borrower during such month. In addition, upon the request of the Agent,
each Issuing Bank shall furnish to the Agent copies of any Letter of Credit and
any application for or reimbursement agreement with respect to a Letter of
Credit to which the Issuing Bank is party and such other documentation as may
reasonably be requested by the Agent. Upon the request of any Lender, the Agent
will provide to such Lender information concerning such Letters of Credit.

3.10 INDEMNIFICATION; EXONERATION. (A) In addition to amounts payable as
elsewhere

provided in this ARTICLE III, the Borrower hereby agrees to protect, indemnify,
pay and save harmless the Agent, each Issuing Bank and each Lender from and
against any and all liabilities and costs which the Agent, such Issuing Bank or
such Lender may incur or be subject to as a consequence, direct or indirect, of
(i) the issuance of any Letter of Credit other than, in the case of the
applicable Issuing Bank, as a result of its Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a
drawing under a Letter of Credit as a result of any act or omission, whether
rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental
Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

(B) As among the Borrower, the Lenders, the Agent and the Issuing Banks,
the Borrower assumes all risks of the acts and omissions of, or misuse of such
Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance
and not in limitation of the foregoing, subject to the provisions of the Letter
of Credit applications and Letter of Credit reimbursement agreements executed by
the Borrower at the time of request for any Letter of Credit, neither the Agent,
any Issuing Bank nor any Lender shall be responsible (in the absence of Gross
Negligence or willful misconduct in connection therewith, as determined by the
final judgment of a court of competent jurisdiction): (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
the Letters of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) for failure of the beneficiary of a
Letter of Credit to comply duly with conditions required in order to draw upon
such Letter of Credit; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex, or
other similar form of teletransmission or otherwise; (v) for errors in
interpretation of technical trade terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Agent, the Issuing Banks and the Lenders,
including, without limitation, any Governmental Acts. None of the above shall
affect, impair, or prevent the vesting of any Issuing Bank's rights or powers
under this SECTION 3.10.

(C) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by any Issuing
Bank under or in connection with the Letters of Credit or any related
certificates shall not, in the absence of Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, put the applicable Issuing Bank, the Agent or any Lender under any
resulting liability to the Borrower or relieve the Borrower of any of its
obligations hereunder to any such Person.

(D) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this SECTION 3.10 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit and the termination of this
Agreement.

3.11 CASH COLLATERAL. Notwithstanding anything to the contrary herein or
in any application for a Letter of Credit, after the occurrence and during the
continuance of Default, the Borrower shall, upon the Agent's demand, deliver to
the Agent for the benefit of the Lenders and the Issuing Banks, cash, or other
collateral of a type satisfactory to the Required Lenders, having a value, as
determined

by such Lenders, equal to one hundred five percent (105%) of the aggregate
Dollar Amount of the outstanding L/C Obligations (including, without limitation,
any outstanding obligations under the Indemnification Letter). In addition, if
the Revolving Credit Availability is at any time less than the Dollar Amount of
contingent L/C Obligations (including, without limitation, any outstanding
obligations under the Indemnification Letter) outstanding at any time, the
Borrower shall deposit cash collateral with the Agent in Dollars in an amount
equal to one-hundred five percent (105%) of the Dollar Amount by which such L/C
Obligations exceed such Revolving Credit Availability. Any such collateral
shall be held by the Agent in a separate account appropriately designated as a
cash collateral account in relation to this Agreement and the Letters of Credit
and retained by the Agent for the benefit of the Lenders and the Issuing Banks
as collateral security for the Borrower's obligations in respect of this
Agreement and each of the Letters of Credit and L/C Drafts. Such amounts shall
be applied to reimburse the Issuing Banks for drawings or payments under or
pursuant to Letters of Credit or L/C Drafts, or if no such reimbursement is
required, to payment of such of the other Obligations as the Agent shall
determine. If no Default shall be continuing, amounts remaining in any cash
collateral account established pursuant to this SECTION 3.11 which are not to be
applied to reimburse an Issuing Bank for amounts actually paid or to be paid by
such Issuing Bank in respect of a Letter of Credit or L/C Draft, shall be
returned to the Borrower (after deduction of the Agent's expenses incurred in
connection with such cash collateral account).

ARTICLE IV: CHANGE IN CIRCUMSTANCES

4.1 YIELD PROTECTION. If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law) adopted after the date of this Agreement and having
general applicability to all banks within the jurisdiction in which such Lender
operates (excluding, for the avoidance of doubt, the effect of and phasing in of
capital requirements or other regulations or guidelines passed prior to the date
of this Agreement), or any interpretation or application thereof by any
Governmental Authority charged with the interpretation or application thereof,
or the compliance of any Lender therewith,

(i) subjects any Lender or any applicable Lending Installation to any
tax, duty, charge or withholding on or from payments due from the Borrower
(excluding federal taxation of the overall net income of any Lender or
applicable Lending Installation), or changes the basis of taxation of
payments to any Lender in respect of its Loans, its L/C Interests, the
Letters of Credit or other amounts due it hereunder, or

(ii) imposes or increases or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended
by, any Lender or any applicable Lending Installation (other than reserves
and assessments taken into account in determining the interest rate
applicable to Eurocurrency Rate Loans) with respect to its Loans, L/C
Interests or the Letters of Credit, or

(iii) imposes any other condition the result of which is to increase
the cost to any Lender or any applicable Lending Installation of making,
funding or maintaining the Loans, the L/C Interests or the Letters of
Credit or reduces any amount received by any Lender or any applicable
Lending Installation in connection with Loans or Letters of Credit, or
requires any Lender or any applicable Lending Installation to make any
payment calculated by reference to the amount of Loans or L/C Interests
held or interest received by it or by reference to the Letters of Credit,
by an amount deemed material by such Lender;

and the result of any of the foregoing is to increase the cost to that Lender of
making, renewing or maintaining its Loans, L/C Interests or Letters of Credit or
to reduce any amount received under this Agreement, then, within 15 days after
receipt by the Borrower of written demand by such Lender pursuant to SECTION
4.5, the Borrower shall pay such Lender that portion of such increased expense
incurred or reduction in an amount received which such Lender determines is
attributable to making, funding and maintaining its Loans, L/C Interests,
Letters of Credit and its Revolving Loan Commitment.

4.2 CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender determines (i)
the amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a "Change" (as defined below), and (ii) such
increase in capital will result in an increase in the cost to such Lender of
maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to
make Loans hereunder, then, within 15 days after receipt by the Borrower of
written demand by such Lender pursuant to SECTION 4.5, the Borrower shall pay
such Lender the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender determines is
attributable to this Agreement, its Loans, its L/C Interests, the Letters of
Credit or its obligation to make Loans hereunder (after taking into account such
Lender's policies as to capital adequacy). "CHANGE" means (i) any change after
the date of this Agreement in the "Risk-Based Capital Guidelines" (as defined
below) excluding, for the avoidance of doubt, the effect of any phasing in of
such Risk-Based Capital Guidelines or any other capital requirements passed
prior to the date hereof, or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
date of this Agreement and having general applicability to all banks and
financial institutions within the jurisdiction in which such Lender operates
which affects the amount of capital required or expected to be maintained by any
Lender or any Lending Installation or any corporation controlling any Lender.
"RISK-BASED CAPITAL GUIDELINES" means (i) the risk-based capital guidelines in
effect in the United States on the date of this Agreement, including transition
rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

4.3 AVAILABILITY OF TYPES OF ADVANCES. If (i) any Lender determines that
maintenance of its Eurocurrency Rate Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation or directive, whether or not
having the force of law, or (ii) the Required Lenders determine that (x)
deposits of a type, currency or maturity appropriate to match fund Eurocurrency
Rate Advances are not available or (y) the interest rate applicable to a Type of
Advance does not accurately reflect the cost of making or maintaining such an
Advance, then the Agent shall suspend the availability of the affected Type of
Advance and, in the case of any occurrence set forth in CLAUSE (i), require any
Advances of the affected Type to be repaid.

4.4 FUNDING INDEMNIFICATION. If any payment of a Eurocurrency Rate
Advance occurs on a date which is not the last day of the applicable Interest
Period, whether because of acceleration, prepayment, or otherwise, or a
Eurocurrency Rate Advance is not made on the date specified by the Borrower for
any reason other than default by the Lenders, the Borrower indemnifies each
Lender for any loss or cost incurred by it resulting therefrom, including,
without limitation, any loss or cost in liquidating or employing deposits
acquired to fund or maintain the Eurocurrency Rate Advance. In connection with
any assignment by any Lender of any portion of the Loans made pursuant to
SECTION

13.3 and made during the Syndication Period, and if, notwithstanding the
provisions of SECTION 2.4, the Borrower has requested and the Agent has
consented to the use of the Eurocurrency Rate, the Borrower shall be deemed to
have repaid all outstanding Eurocurrency Rate Advances as of the effective date
of such assignment and reborrowed such amount as a Floating Rate Advance and/or
Eurocurrency Rate Advance (chosen in accordance with the provisions of SECTION
2.4) and the indemnification provisions under this SECTION 4.4 shall apply.

4.5 LENDER STATEMENTS; SURVIVAL OF INDEMNITY. If reasonably possible,
each Lender shall designate an alternate Lending Installation with respect to
its Eurocurrency Rate Loans to reduce any liability of the Borrower to such
Lender under SECTIONS 4.1 and 4.2 or to avoid the unavailability of a Type of
Advance under SECTION 4.3, so long as such designation is not disadvantageous to
such Lender. Each Lender requiring compensation pursuant to SECTION 2.15(E) or
to this ARTICLE IV shall use its reasonable efforts to notify the Borrower and
the Agent in writing of any Change, law, policy, rule, guideline or directive
giving rise to such demand for compensation not later than ninety (90) days
following the date upon which the responsible account officer of such Lender
knows or should have known of such Change, law, policy, rule, guideline or
directive. Any demand for compensation pursuant to this ARTICLE IV shall be in
writing and shall state the amount due, if any, under SECTION 4.1, 4.2 or 4.4
and shall set forth in reasonable detail the calculations upon which such Lender
determined such amount. Such written demand shall be rebuttably presumed
correct for all purposes. Determination of amounts payable under such Sections
in connection with a Eurocurrency Rate Loan shall be calculated as though each
Lender funded its Eurocurrency Rate Loan through the purchase of a deposit of
the type, currency and maturity corresponding to the deposit used as a reference
in determining the Eurocurrency Rate applicable to such Loan, whether in fact
that is the case or not. The obligations of the Borrower under SECTIONS 4.1,
4.2 and 4.4 shall survive payment of the Obligations and termination of this
Agreement.

ARTICLE V: CONDITIONS PRECEDENT

5.1 INITIAL ADVANCES AND LETTERS OF CREDIT. The Lenders shall not be
required to make the initial Loans or issue any Letters of Credit unless (i)
such initial Loans are made not later than March 31, 1998; and (ii) the Borrower
has furnished to the Agent each of the following, with sufficient copies for the
Lenders, all in form and substance satisfactory to the Agent and the Lenders:

(1) Copies of the Certificate of Incorporation of the Borrower,
together with all amendments and a certificate of good standing, both
certified by the appropriate governmental officer in its jurisdiction of
incorporation;

(2) Copies, certified by the Secretary or Assistant Secretary of the
Borrower, of its By-Laws and of its Board of Directors' resolutions (and
resolutions of other bodies, if any are deemed necessary by counsel for any
Lender) authorizing the execution of the Loan Documents;

(3) An incumbency certificate, executed by the Secretary or Assistant
Secretary of the Borrower, which shall identify by name and title and bear
the signature of the officers of the Borrower authorized to sign the Loan
Documents and to make borrowings hereunder, upon which certificate the
Lenders shall be entitled to rely until informed of any change in writing
by the Borrower;

(4) A certificate, in form and substance satisfactory to the Agent,
signed by the chief financial officer of the Borrower, stating that on the
Closing Date all the representations in

this Agreement are true and correct and no Default or Unmatured Default has
occurred and is continuing;

(5) The written opinions of each of the Borrower's US counsel and the
Borrower's UK counsel, addressed to the Agent and the Lenders, addressing
the issues identified in EXHIBIT F hereto containing assumptions and
qualifications acceptable to the Agent and the Lenders;

(6) Notes payable to the order of each of the applicable Lenders;

(7) Evidence satisfactory to the Agent that (i) all conditions
precedent to the consummation of the Marconi Acquisition have been
satisfied or waived with the approval of the Agent (such approval not to be
unreasonably withheld), (ii) IFR Systems Limited, a corporation organized
under English law, and the Borrower have entered into the Acquisition
Agreement in form and substance satisfactory to the Agent, (iii) the
Acquisition Agreement has been approved by all necessary corporate action
of IFR Systems Limited's and the Borrower's respective Board of Directors,
and has not been amended, waived or modified in any material respect
without the approval of the Agent (such approval not to be unreasonably
withheld) and (iv) there has not occurred any material breach or default
under the Acquisition Agreement;

(8) Evidence satisfactory to the Agent that there exists no
injunction or temporary restraining order which, in the judgment of the
Agent, would prohibit the making of the Loans or the consummation of the
Marconi Acquisition and the other transactions contemplated by the
Transaction Documents or any litigation seeking such an injunction or
restraining order;

(9) Written money transfer instructions reasonably requested by the
Agent, addressed to the Agent and signed by an Authorized Officer; and

(10) Such other documents as the Agent or any Lender or its counsel
may have reasonably requested, including, without limitation, all of the
documents reflected on the List of Closing Documents attached as EXHIBIT G
to this Agreement; and

(11) Evidence satisfactory to the Agent that the Borrower has paid to
the Agent and the Arranger the fees agreed to in the fee letter dated
January 27, 1998, among the Agent, the Arranger and the Borrower.

5.2 EACH ADVANCE AND LETTER OF CREDIT. The Lenders shall not be required
to make any Advance, or issue any Letter of Credit, unless on the applicable
Borrowing Date, or in the case of a Letter of Credit, the date on which the
Letter of Credit is to be issued:

(i) There exists no Default or Unmatured Default;

(ii) The representations and warranties contained in ARTICLE VI are
true and correct as of such Borrowing Date except for changes in the
Schedules to this Agreement reflecting transactions permitted by or not in
violation of this Agreement; and

(iii) (x) The Revolving Credit Obligations do not, and after making
such proposed Advance or issuing such Letter of Credit would not, exceed
the Aggregate Revolving Loan Commitment, and (y) the aggregate outstanding
principal Dollar Amount of all Eurocurrency

Rate Advances in currencies other than Dollars does not and would not
exceed the Maximum Eurocurrency Amount.

Each Borrowing/Conversion/Continuation Notice with respect to each such
Advance and the letter of credit application with respect to each Letter of
Credit shall constitute a representation and warranty by the Borrower that the
conditions contained in SECTIONS 5.2(i) and (ii) have been satisfied. Any
Lender may require a duly completed officer's certificate in substantially the
form of EXHIBIT H hereto and/or a duly completed compliance certificate in
substantially the form of EXHIBIT I hereto as a condition to making an Advance.

ARTICLE VI: REPRESENTATIONS AND WARRANTIES

In order to induce the Agent and the Lenders to enter into this Agreement
and to make the Loans and the other financial accommodations to the Borrower and
to issue the Letters of Credit described herein, the Borrower represents and
warrants as follows to each Lender and the Agent as of the Closing Date, giving
effect to the Marconi Acquisition and the consummation of the other transactions
contemplated by the Transaction Documents on the Closing Date, and thereafter on
each date as required by SECTION 5.2:

6.1 ORGANIZATION; CORPORATE POWERS. The Borrower and each of its
Subsidiaries (i) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (ii) is duly
qualified to do business as a foreign corporation and is in good standing under
the laws of each jurisdiction in which failure to be so qualified and in good
standing could not reasonably be expected to have a Material Adverse Effect, and
(iii) has all requisite corporate power and authority to own, operate and
encumber its property and to conduct its business as presently conducted and as
proposed to be conducted.

6.2 AUTHORITY.

(A) The Borrower and each of its Subsidiaries has the requisite corporate
power and authority to execute, deliver and perform each of the Transaction
Documents which are to be executed by it in connection with the Marconi
Acquisition or which have been executed by it as required by this Agreement and
the other Loan Documents on or prior to Closing Date and (ii) to file the
Transaction Documents which must be filed by it in connection with the Marconi
Acquisition or which have been filed by it as required by this Agreement, the
other Loan Documents or otherwise on or prior to the Closing Date with any
Governmental Authority.
.
(B) The execution, delivery, performance and filing, as the case may be, of
each of the Transaction Documents which must be executed or filed by the
Borrower or any of its Subsidiaries in connection with the Marconi Acquisition
or which have been executed or filed as required by this Agreement, the other
Loan Documents or otherwise on or prior to the Closing Date and to which the
Borrower or any of its Subsidiaries is party, and the consummation of the
transactions contemplated thereby, have been duly approved by the respective
boards of directors and, if necessary, the shareholders of the Borrower and its
Subsidiaries, and such approvals have not been rescinded. No other corporate
action or proceedings on the part of the Borrower or its Subsidiaries are
necessary to consummate such transactions.

(C) Each of the Transaction Documents to which the Borrower or any of its
Subsidiaries is a party has been duly executed, delivered or filed, as the case
may be, by it and constitutes its legal,

valid and binding obligation, enforceable against it in accordance with its
terms (except as enforceability may be limited by bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally), is in
full force and effect and no material term or condition thereof has been
amended, modified or waived from the terms and conditions contained in the
Transaction Documents delivered to the Agent pursuant to SECTION 5.1 without the
prior written consent of the Required Lenders, and the Borrower and its
Subsidiaries have, and, to the best of the Borrower's and its Subsidiaries'
knowledge, all other parties thereto have, performed and complied with all the
terms, provisions, agreements and conditions set forth therein and required to
be performed or complied with by such parties on or before the Closing Date, and
no unmatured default, default or breach of any covenant by any such party exists
thereunder.

6.3 NO CONFLICT; GOVERNMENTAL CONSENTS. The execution, delivery and
performance of each of the Loan Documents and other Transaction Documents to
which the Borrower or any of its Subsidiaries is a party do not and will not
(i) conflict with the certificate or articles of incorporation or by-laws of the
Borrower or any such Subsidiary, (ii) constitute a tortious interference with
any Contractual Obligation of any Person or conflict with, result in a breach of
or constitute (with or without notice or lapse of time or both) a default under
any Requirement of Law (including, without limitation, any Environmental
Property Transfer Act) or Contractual Obligation of the Borrower or any such
Subsidiary, or require termination of any Contractual Obligation, except such
interference, breach, default or termination which individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect,
(iii) with respect to the Loan Documents, constitute a tortious interference
with any Contractual Obligation of any Person or conflict with, result in a
breach of or constitute (with or without notice or lapse of time or both) a
default under any Requirement of Law (including, without limitation, any
Environmental Property Transfer Act) or Contractual Obligation of the Borrower
or any such Subsidiary, or require termination of any Contractual Obligation,
except such interference, breach, default or termination which individually or
in the aggregate could not reasonably be expected to have a Material Adverse
Effect, (iv) result in or require the creation or imposition of any Lien
whatsoever upon any of the property or assets of the Borrower or any such
Subsidiary, other than Liens permitted by the Loan Documents, or (v) require any
approval of the Borrower's or any such Subsidiary's shareholders except such as
have been obtained. Except as set forth on SCHEDULE 6.3 to this Agreement, the
execution, delivery and performance of each of the Transaction Documents to
which the Borrower or any of its Subsidiaries is a party do not and will not
require any registration with, consent or approval of, or notice to, or other
action to, with or by any Governmental Authority, including under any
Environmental Property Transfer Act, except filings, consents or notices which
have been made, obtained or given, or which, if not made, obtained or given,
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect.

6.4 FINANCIAL STATEMENTS.

(A) The combined PRO FORMA balance sheet, income statements and statements
of cash flow of the Borrower and its Subsidiaries, copies of which are attached
hereto as SCHEDULE 6.4 to this Agreement, present on a PRO FORMA basis the
financial condition of the Borrower and such Subsidiaries as of such date, and
reflect on a PRO FORMA basis those liabilities reflected in the notes thereto
and resulting from consummation of the Marconi Acquisition and the other
transactions contemplated by this Agreement, and the payment or accrual of all
transaction costs payable on the Closing Date with respect to any of the
foregoing and demonstrate that, after giving effect to the Marconi Acquisition,
the Borrower and its Subsidiaries can repay their debt and satisfy their other
obligations as and when due, and can comply with the requirements of this
Agreement. The projections and assumptions expressed in the PRO FORMA
financials referenced in this SECTION 6.4(A)

were prepared in good faith and represent management's opinion based on the
information available to the Borrower at the time so furnished and, since the
preparation thereof and up to the Closing Date, there has occurred no material
adverse change in the business, financial condition, operations, or prospects of
the Borrower or any of its Subsidiaries, Marconi (US), Marconi (UK), or the
Borrower, its Subsidiaries, Marconi (US) and Marconi (UK) taken as a whole.

(B) Complete and accurate copies of the following financial statements and
the following related information have been delivered to the Agent: (1) the
audited financial statements and the audit report related thereto of the
Borrower and its Subsidiaries as at June 30, 1997, June 30, 1996 and June 30,
1995, and of Marconi (UK) and its Subsidiaries as at March 31, 1997 and March
31, 1996; (2) the tax returns filed with the IRS of Marconi (US) as at March 31,
1997, March 31, 1996 and March 31, 1995; and (3) the unaudited consolidating and
combined balance sheets as of December 31, 1997 and unaudited consolidating and
combined income statements for the nine-month period ending December 31, 1997 of
Marconi (UK) and its Subsidiaries and Marconi (US).

6.5 NO MATERIAL ADVERSE CHANGE. (a) Since June 30, 1997 up to the Closing
Date, there has occurred no change in the business, properties, condition
(financial or otherwise) or results of operations of the Borrower, or the
Borrower and its Subsidiaries taken as a whole or any other event which has had
or could reasonably be expected to have a Material Adverse Effect, except for a
one-time restructuring charge in connection with the Marconi Acquisition in an
amount not to exceed $7,000,000.

(b) Since the Closing Date, there has occurred no change in the business,
properties, condition (financial or otherwise) or results of operations of the
Borrower or the Borrower and its Subsidiaries taken as a whole or any other
event which has had or could reasonably be expected to have a Material Adverse
Effect.

6.6 TAXES.

(A) TAX EXAMINATIONS. All deficiencies which have been asserted against
the Borrower or any of the Borrower's Subsidiaries as a result of any federal,
state, local or foreign tax examination for each taxable year in respect of
which an examination has been conducted have been fully paid or finally settled
or are being contested in good faith, and as of the Closing Date no issue has
been raised by any taxing authority in any such examination which, by
application of similar principles, reasonably can be expected to result in
assertion by such taxing authority of a material deficiency for any other year
not so examined which has not been reserved for in the Borrower's consolidated
financial statements to the extent, if any, required by Agreement Accounting
Principles. Except as permitted pursuant to SECTION 7.2(D), neither the
Borrower nor any of the Borrower's Subsidiaries anticipates any material tax
liability with respect to the years which have not been closed pursuant to
applicable law.

(B) PAYMENT OF TAXES. All tax returns and reports of the Borrower and its
Subsidiaries required to be filed have been timely filed, and all taxes,
assessments, fees and other governmental charges thereupon and upon their
respective property, assets, income and franchises which are shown in such
returns or reports to be due and payable have been paid except those items which
are being contested in good faith and have been reserved for in accordance with
Agreement Accounting Principles. The Borrower has no knowledge of any proposed
tax assessment against the Borrower or any of its Subsidiaries that will have or
could reasonably be expected to have a Material Adverse Effect.

6.7 LITIGATION; LOSS CONTINGENCIES AND VIOLATIONS. Except as set forth in
SCHEDULE 6.7 to this Agreement, there is no action, suit, proceeding,
arbitration or (to the Borrower's knowledge) investigation before or by any
Governmental Authority or private arbitrator pending or, to the Borrower's
knowledge, threatened against the Borrower or any of its Subsidiaries or any
property of any of them (i) challenging the validity or the enforceability of
any material provision of the Transaction Documents or (ii) which will have or
could reasonably be expected to have a Material Adverse Effect. There is no
material loss contingency within the meaning of Agreement Accounting Principles
which has not been reflected in the consolidated financial statements of the
Borrower prepared and delivered pursuant to SECTION 7.1(A) for the fiscal period
during which such material loss contingency was incurred. Neither the Borrower
nor any of its Subsidiaries is (A) in violation of any applicable Requirements
of Law which violation will have or could reasonably be expected to have a
Material Adverse Effect, or (B) subject to or in default with respect to any
final judgment, writ, injunction, restraining order or order of any nature,
decree, rule or regulation of any court or Governmental Authority which will
have or could reasonably be expected to have a Material Adverse Effect.

6.8 SUBSIDIARIES. SCHEDULE 6.8 to this Agreement (i) contains a
description of the corporate structure of the Borrower, its Subsidiaries and any
other Person in which the Borrower or any of its Subsidiaries holds an Equity
Interest (both narratively and in chart form); and (ii) accurately sets forth
(A) the correct legal name, the jurisdiction of incorporation and the
jurisdictions in which each of the Borrower and the direct and indirect
Subsidiaries of the Borrower is qualified to transact business as a foreign
corporation, (B) the authorized, issued and outstanding shares of each class of
Capital Stock of the Borrower and each of its Subsidiaries and the owners of
such shares (both as of the Closing Date and on a fully-diluted basis), and (C)
a summary of the direct and indirect partnership, joint venture, or other Equity
Interests, if any, of the Borrower and each Subsidiary of the Borrower in any
Person that is not a corporation. Except as disclosed on SCHEDULE 6.8, none of
the issued and outstanding Capital Stock of any of the Borrower's Subsidiaries
is subject to any vesting, redemption, or repurchase agreement, and there are no
warrants or options outstanding with respect to such Capital Stock. The
outstanding Capital Stock of the Borrower and each of the Borrower's
Subsidiaries is duly authorized, validly issued, fully paid and nonassessable
and is not Margin Stock.

6.9 ERISA. Except as disclosed on SCHEDULE 6.9, no Benefit Plan has
incurred any accumulated funding deficiency (as defined in Sections 302(a)(2) of
ERISA and 412(a) of the Code) whether or not waived. Neither the Borrower nor
any member of the Controlled Group has incurred any liability to the PBGC which
remains outstanding other than the payment of premiums, and there are no premium
payments which have become due which are unpaid. Schedule B to the most recent
annual report filed with the IRS with respect to each Benefit Plan and furnished
to the lenders is complete and accurate. Since the date of each such
Schedule B, there has been no material adverse change in the funding status or
financial condition of the Benefit Plan relating to such Schedule B. Neither
the Borrower nor any member of the Controlled Group has (i) failed to make a
required contribution or payment to a Multiemployer Plan or (ii) made a complete
or partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer
Plan. Neither the Borrower nor any member of the Controlled Group has failed to
make a required installment or any other required payment under Section 412 of
the Code on or before the due date for such installment or other payment.
Neither the Borrower nor any member of the Controlled Group is required to
provide security to a Benefit Plan under Section 401(a)(29) of the Code due to a
Plan amendment that results in an increase in current liability for the plan
year. Neither the Borrower nor any of its Subsidiaries maintains or contributes
to any employee welfare benefit plan within the meaning of Section 3(1) of ERISA
which provides benefits to employees after termination of employment other than
as required

by Section 601 of ERISA. Each Plan which is intended to be qualified under
Section 401(a) of the Code as currently in effect is so qualified, and each
trust related to any such Plan is exempt from federal income tax under Section
501(a) of the Code as currently in effect. The Borrower and all Subsidiaries
are in compliance in all material respects with the responsibilities,
obligations and duties imposed on them by ERISA and the Code with respect to all
Plans. Neither the Borrower nor any of its Subsidiaries nor any fiduciary of
any Plan has engaged in a nonexempt prohibited transaction described in Sections
406 of ERISA or 4975 of the Code which could reasonably be expected to subject
the Borrower to liability in excess of $2,000,000. Neither the Borrower nor any
member of the Controlled Group has taken or failed to take any action which
would constitute or result in a Termination Event, which action or inaction
could reasonably be expected to subject the Borrower to liability in excess of
$2,000,000. Neither the Borrower nor any Subsidiary is subject to any liability
under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA and no other member of
the Controlled Group is subject to any liability under Sections 4063, 4064,
4069, 4204 or 4212(c) of ERISA which could reasonably be expected to subject the
Borrower to liability in excess of $2,000,000. Neither the Borrower nor any of
its Subsidiaries has, by reason of the transactions contemplated hereby, any
obligation to make any payment to any employee pursuant to any Plan or existing
contract or arrangement.

6.10 ACCURACY OF INFORMATION. The information, exhibits and reports
furnished by or on behalf of the Borrower and any of its Subsidiaries to the
Agent or to any Lender in connection with the negotiation of, or compliance
with, the Loan Documents, the representations and warranties of the Borrower and
its Subsidiaries contained in the Loan Documents, and all certificates and
documents delivered to the Agent and the Lenders pursuant to the terms thereof,
taken as a whole, do not contain as of the date furnished any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements contained herein or therein, in light of the circumstances under
which they were made, not misleading.

6.11 SECURITIES ACTIVITIES. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

6.12 MATERIAL AGREEMENTS. Neither the Borrower nor any Subsidiary is a
party to any Contractual Obligation or subject to any charter or other corporate
restriction which individually or in the aggregate will have or could reasonably
be expected to have a Material Adverse Effect. Neither the Borrower nor any of
its Subsidiaries has received notice or has knowledge that (i) it is in default
in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any Contractual Obligation applicable to
it, or (ii) any condition exists which, with the giving of notice or the lapse
of time or both, would constitute a default with respect to any such Contractual
Obligation, in each case, except where such default or defaults, if any,
individually or in the aggregate will not have or could not reasonably be
expected to have a Material Adverse Effect.

6.13 COMPLIANCE WITH LAWS. The Borrower and its Subsidiaries are in
compliance with all Requirements of Law applicable to them and their respective
businesses, in each case where the failure to so comply individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

6.14 ASSETS AND PROPERTIES. The Borrower and each of its Subsidiaries has
good and marketable title to all of its assets and properties (tangible and
intangible, real or personal) owned by it or a valid leasehold interest in all
of its leased assets (except insofar as marketability may be limited by any laws
or regulations of any Governmental Authority affecting such assets), and all
such

assets and property are free and clear of all Liens, except Liens permitted
under SECTION 7.3(C). Substantially all of the assets and properties owned by,
leased to or used by the Borrower and/or each such Subsidiary of the Borrower
are in adequate operating condition and repair, ordinary wear and tear excepted.
Neither this Agreement nor any other Transaction Document, nor any transaction
contemplated under any such agreement, will affect any right, title or interest
of the Borrower or such Subsidiary in and to any of such assets in a manner that
would have or could reasonably be expected to have a Material Adverse Effect.

6.15 STATUTORY INDEBTEDNESS RESTRICTIONS. Neither the Borrower nor any of
its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the
Investment Company Act of 1940, or any other federal or state statute or
regulation which limits its ability to incur indebtedness or its ability to
consummate the transactions contemplated hereby or in connection with the
Marconi Acquisition.

6.16 INSURANCE. SCHEDULE 6.16 to this Agreement accurately sets forth as
of the Closing Date all insurance policies and programs currently in effect with
respect to the respective properties and assets and business of the Borrower and
its Subsidiaries, specifying, for each such policy and program, (i) the amount
thereof, (ii) the risks insured against thereby, (iii) the name of the insurer
and each insured party thereunder, (iv) the policy or other identification
number thereof, (v) the expiration date thereof, (vi) the annual premium with
respect thereto, and (vii) any reserves relating to any self-insurance program
that is in effect. Such insurance policies and programs reflect coverage that
is reasonably consistent with prudent industry practice.

6.17 LABOR MATTERS.

As of the Closing Date, no attempt to organize the employees of the
Borrower, and no labor disputes, strikes or walkouts affecting the operations of
the Borrower or any of its Subsidiaries, is pending, or, to the Borrower's
knowledge, threatened, planned or contemplated.

6.18 MARCONI ACQUISITION. As of the Closing Date and immediately prior to
the making of the initial Loans:

(i) the Acquisition Agreement is in full force and effect, no
material breach, default or waiver of any term or provision thereof by the
Borrower or any of its Subsidiaries or, to the best of the Borrower's
knowledge, the other parties thereto, has occurred (except for such
breaches, defaults and waivers, if any, consented to in writing by the
Agent) and no action has been taken by any competent authority which
restrains, prevents or imposes any material adverse condition upon, or
seeks to restrain, prevent or impose any material adverse condition upon,
the Marconi Acquisition;

(ii) the representations and warranties of the Borrower contained in
the Acquisition Agreement, if any, are true and correct in all material
respects;

(iii) except as set forth in SCHEDULE 6.18 to this Agreement, all
conditions precedent to, and all consents necessary to permit, the funding
of the Marconi Acquisition have been satisfied or waived with the written
approval of the Agent (such approval not to be unreasonably withheld).

6.19 ENVIRONMENTAL MATTERS. (A) Except as disclosed on SCHEDULE 6.19 to
this Agreement

(i) the operations of the Borrower and its Subsidiaries comply in all
material respects with Environmental, Health or Safety Requirements of Law;

(ii) the Borrower and its Subsidiaries have all permits, licenses or
other authorizations required under Environmental, Health or Safety
Requirements of Law and are in material compliance with such permits;

(iii) neither the Borrower, any of its Subsidiaries nor any of their
respective present property or operations, or, to the Borrower's or any of
its Subsidiaries' knowledge, any of their respective past property or
operations, are subject to or the subject of, any investigation known to
the Borrower or any of its Subsidiaries, any judicial or administrative
proceeding, order, judgment, decree, settlement or other agreement
respecting: (A) any material violation of Environmental, Health or Safety
Requirements of Law; (B) any remedial action; or (C) any material claims or
liabilities arising from the Release or threatened Release of a Contaminant
into the environment;

(iv) there is not now, nor to the Borrower's or any of its
Subsidiaries' knowledge has there ever been, on or in the property of the
Borrower or any of its Subsidiaries any landfill, waste pile, underground
storage tanks, aboveground storage tanks, surface impoundment or hazardous
waste storage facility of any kind, any polychlorinated biphenyls (PCBs)
used in hydraulic oils, electric transformers or other equipment, or any
asbestos containing material; and

(v) neither the Borrower nor any of its Subsidiaries has any material
Contingent Obligation in connection with any Release or threatened Release
of a Contaminant into the environment.

(B) For purposes of this SECTION 6.19 "material" means any noncompliance
or basis for liability which could reasonably be likely to subject the Borrower
to liability in excess of $2,000,000.

6.20 SOLVENCY. After giving effect to the (i) Loans to be made on the
Closing Date or such other date as Loans requested hereunder are made and (ii)
the payment and accrual of all transaction costs with respect to the foregoing,
the Borrower and its Subsidiaries taken as a whole is Solvent.

ARTICLE VII : COVENANTS

The Borrower covenants and agrees that so long as any Commitments are
outstanding and thereafter until payment in full of all of the Obligations
(other than contingent indemnity obligations), unless the Required Lenders shall
otherwise give prior written consent:

7.1 REPORTING. The Borrower shall:

(A) FINANCIAL REPORTING. Furnish to the Agent (with sufficient copies for
each of the Lenders:

(i) QUARTERLY REPORTS. As soon as practicable, and in any event
within forty-five (45) days after the end of each fiscal quarter in each
fiscal year, the consolidated and consolidating balance sheet of the
Borrower and its Subsidiaries as at the end of such period and the related
consolidated and consolidating statements of income and cash flows of the

Borrower and its Subsidiaries for such fiscal quarter and for the period
from the beginning of the then current fiscal year to the end of such
fiscal quarter, certified by the chief financial officer of the Borrower on
behalf of the Borrower as fairly presenting the consolidated and
consolidating financial position of the Borrower and its Subsidiaries as at
the dates indicated and the results of their operations and cash flows for
the periods indicated in accordance with Agreement Accounting Principles,
subject to normal year end adjustments, and a forecasted consolidated and
consolidating balance sheet and a consolidated statement of income and cash
flows of the Borrower for and as of the end of the next succeeding fiscal
quarter and a comparison of the statements of income and cash flows to the
budget.

(ii) ANNUAL REPORTS. As soon as practicable, and in any event within
ninety (90) days after the end of each fiscal year, (a) the consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such
fiscal year and the related consolidated statements of income,
stockholders' equity and cash flows of the Borrower and its Subsidiaries
for such fiscal year, and in comparative form the corresponding figures for
the previous fiscal year along with consolidating schedules in form and
substance sufficient to calculate the financial covenants set forth in
SECTION 7.4, (b) a schedule from the Borrower setting forth for each item
in CLAUSE (a) hereof, the corresponding figures from the consolidated
financial budget for the current fiscal year delivered pursuant to
SECTION 7.1(A)(iv), and (c) an audit report on the items listed in CLAUSE
(a) hereof of independent certified public accountants of recognized
national standing, which audit report shall be unqualified and shall state
that such financial statements fairly present the consolidated and
consolidating financial position of the Borrower and its Subsidiaries as at
the dates indicated and the results of their operations and cash flows for
the periods indicated in conformity with Agreement Accounting Principles
and that the examination by such accountants in connection with such
consolidated and consolidating financial statements has been made in
accordance with generally accepted auditing standards. The deliveries made
pursuant to this CLAUSE (ii) shall be accompanied by (x) any management
letter prepared by the above-referenced accountants, (y) a certificate of
such accountants that, in the course of their examination necessary for
their certification of the foregoing, they have obtained no knowledge of
any Default or Unmatured Default, or if, in the opinion of such
accountants, any Default or Unmatured Default shall exist, stating the
nature and status thereof, and (z) a letter from such accountants addressed
to the Lenders acknowledging that the Lenders are extending credit in
primary reliance on such financial statements and authorizing such
reliance.

(iii) OFFICER'S CERTIFICATE. Together with each delivery of any
financial statement (a) pursuant to CLAUSES (i), and (ii) of this SECTION
7.1(A), an Officer's Certificate of the Borrower, substantially in the form
of EXHIBIT H attached hereto and made a part hereof, stating that (x) the
representations and warranties of the Borrower contained in ARTICLE VI
hereof shall have been true and correct at all times during the period
covered by such financial statements and as of the date of such Officer's
Certificate and (y) as of the date of such Officer's Certificate no Default
or Unmatured Default exists, or if any Default or Unmatured Default exists,
stating the nature and status thereof and (b) pursuant to CLAUSES (i) and
(ii) of this SECTION 7.1(A), a compliance certificate, substantially in the
form of EXHIBIT I attached hereto and made a part hereof, signed by the
Borrower's Chief Financial Officer, setting forth calculations for the
period then ended for SECTION 2.5(B), if applicable, which demonstrate
compliance, when applicable, with the provisions of SECTION 7.4, and which
calculate the Leverage Ratio for purposes of determining the then
Applicable Floating Rate Margin, Applicable Eurocurrency Margin and
Applicable Commitment Fee Percentage.

(iv) BUDGETS; BUSINESS PLANS; FINANCIAL PROJECTIONS. As soon as
practicable and in any event not later than thirty (30) days prior to the
beginning of each fiscal year, a copy of the plan and forecast (including a
projected balance sheet, income statement and a statement of cash flow) of
the Borrower and its Subsidiaries for the upcoming five (5) fiscal years
prepared in such detail as shall be reasonably satisfactory to the Agent.

(B) NOTICE OF DEFAULT. Promptly upon any of the chief executive officer,
chief operating officer, chief financial officer, treasurer or controller of the
Borrower obtaining knowledge (i) of any condition or event which constitutes a
Default or Unmatured Default, or becoming aware that any Lender or Agent has
given any written notice with respect to a claimed Default or Unmatured Default
under this Agreement, or (ii) that any Person has given any written notice to
the Borrower or any Subsidiary of the Borrower or taken any other action with
respect to a claimed default or event or condition of the type referred to in
SECTION 8.1(E), deliver to the Agent and the Lenders an Officer's Certificate
specifying (a) the nature and period of existence of any such claimed default,
Default, Unmatured Default, condition or event, (b) the notice given or action
taken by such Person in connection therewith, and (c) what action the Borrower
has taken, is taking and proposes to take with respect thereto.

(C) LAWSUITS. (i) Promptly upon the Borrower obtaining knowledge of the
institution of, or written threat of, any action, suit, proceeding, governmental
investigation or arbitration against or affecting the Borrower or any of its
Subsidiaries or any property of the Borrower or any of its Subsidiaries not
previously disclosed pursuant to SECTION 6.7, which action, suit, proceeding,
governmental investigation or arbitration exposes, or in the case of multiple
actions, suits, proceedings, governmental investigations or arbitrations arising
out of the same general allegations or circumstances which expose, in the
Borrower's reasonable judgment, the Borrower or any of its Subsidiaries to
liability in an amount aggregating $2,000,000 or more (exclusive of claims
covered by insurance policies of the Borrower or any of its Subsidiaries unless
the insurers of such claims have disclaimed coverage or reserved the right to
disclaim coverage on such claims and exclusive of claims covered by the
indemnity of a financially responsible indemnitor in favor of the Borrower or
any of its Subsidiaries unless the indemnitor has disclaimed or reserved the
right to disclaim coverage thereof), give written notice thereof to the Agent
and the Lenders and provide such other information as may be reasonably
available to enable each Lender and the Agent and its counsel to evaluate such
matters; and (ii) in addition to the requirements set forth in CLAUSE (i) of
this SECTION 7.1(C), upon request of the Agent or the Required Lenders, promptly
give written notice of the status of any action, suit, proceeding, governmental
investigation or arbitration covered by a report delivered pursuant to
CLAUSE (i) above and provide such other information as may be reasonably
available to it that would not violate any attorney-client privilege by
disclosure to the Lenders to enable each Lender and the Agent and its counsel to
evaluate such matters.

(D) ERISA NOTICE. Deliver or cause to be delivered to the Agent and the
Lenders, at the Borrower's expense, the following information and notices as
soon as reasonably possible, and in any event:

(i) (a) within ten (10) Business Days after the Borrower obtains
knowledge that a Termination Event has occurred, a written statement of the
chief financial officer of the Borrower describing such Termination Event
and the action, if any, which the Borrower has taken, is taking or proposes
to take with respect thereto, and when known, any action taken or
threatened by the IRS, DOL or PBGC with respect thereto and (b) within ten
(10) Business Days after any member of the Controlled Group obtains
knowledge that a Termination Event has occurred which could reasonably be
expected to subject the Borrower to liability in

excess of $2,000,000, a written statement of the chief financial officer of
the Borrower describing such Termination Event and the action, if any,
which the member of the Controlled Group has taken, is taking or proposes
to take with respect thereto, and when known, any action taken or
threatened by the IRS, DOL or PBGC with respect thereto;

(ii) within ten (10) Business Days after the Borrower or any of its
Subsidiaries obtains knowledge that a prohibited transaction (defined in
Sections 406 of ERISA and Section 4975 of the Code) has occurred, a
statement of the chief financial officer of the Borrower describing such
transaction and the action which the Borrower or such Subsidiary has taken,
is taking or proposes to take with respect thereto;

(iii) within ten (10) Business Days after the material increase in
the benefits of any existing Benefit Plan or the establishment of any new
Benefit Plan or the commencement of, or obligation to commence,
contributions to any Benefit Plan or Multiemployer Plan to which the
Borrower or any member of the Controlled Group was not previously
contributing, notification of such increase, establishment, commencement or
obligation to commence and the amount of such contributions;

(iv) within ten (10) Business Days after the Borrower or any of its
Subsidiaries receives notice of any unfavorable determination letter from
the IRS regarding the qualification of a Plan under Section 401(a) of the
Code, copies of each such letter;

(v) within ten (10) Business Days after the establishment of any
foreign employee benefit plan (other than the establishment of a defined
contribution plan under English law within one hundred eighty (180) days of
the Closing Date) or the commencement of, or obligation to commence,
contributions to any foreign employee benefit plan to which the Borrower or
any Subsidiary was not previously contributing, notification of such
establishment, commencement or obligation to commence and the amount of
such contributions;

(vi) within ten (10) Business Days after the filing thereof with the
DOL, IRS or PBGC, copies of each annual report (form 5500 series),
including Schedule B thereto, filed with respect to each Benefit Plan;

(vii) within ten (10) Business Days after receipt by the Borrower or
any member of the Controlled Group of each actuarial report for any Benefit
Plan or Multiemployer Plan and each annual report for any Multiemployer
Plan, copies of each such report;

(viii) within ten (10) Business Days after the filing thereof with
the IRS, a copy of each funding waiver request filed with respect to any
Benefit Plan and all communications received by the Borrower or a member of
the Controlled Group with respect to such request;

(ix) within ten (10) Business Days after receipt by the Borrower or
any member of the Controlled Group of the PBGC's intention to terminate a
Benefit Plan or to have a trustee appointed to administer a Benefit Plan,
copies of each such notice;

(x) within ten (10) Business Days after receipt by the Borrower or
any member of the Controlled Group of a notice from a Multiemployer Plan
regarding the imposition of withdrawal liability, copies of each such
notice;

(xi) within ten (10) Business Days after the Borrower or any member
of the Controlled Group fails to make a required installment or any other
required payment under Section 412 of the Code on or before the due date
for such installment or payment, a notification of such failure; and

(xii) within ten (10) Business Days after the Borrower or any member
of the Controlled Group knows or has reason to know that (a) a
Multiemployer Plan has been terminated, (b) the administrator or plan
sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan,
or (c) the PBGC has instituted or will institute proceedings under
Section 4042 of ERISA to terminate a Multiemployer Plan.

For purposes of this SECTION 7.1(D), the Borrower, any of its Subsidiaries and
any member of the Controlled Group shall be deemed to know all facts known by
the Administrator of any Plan of which the Borrower or any member of the
Controlled Group or such Subsidiary is the plan sponsor.

(E) LABOR MATTERS. Notify the Agent and the Lenders in writing, promptly
upon the Borrower's learning thereof, of (i) any material labor dispute to which
the Borrower or any of its Subsidiaries may become a party, including, without
limitation, any strikes, lockouts or other disputes relating to such Persons'
plants and other facilities and (ii) any Worker Adjustment and Retraining
Notification Act liability incurred with respect to the closing of any plant or
other facility of the Borrower or any of its Subsidiaries.

(F) OTHER INDEBTEDNESS. Deliver to the Agent (i) a copy of each regular
report, notice or communication regarding potential or actual defaults
(including any accompanying officer's certificate) delivered by or on behalf of
the Borrower to the holders of funded Indebtedness pursuant to the terms of the
agreements governing such Indebtedness, such delivery to be made at the same
time and by the same means as such notice or other communication is delivered to
such holders, and (ii) a copy of each notice or other communication received by
the Borrower from the from the holders of funded Indebtedness pursuant to the
terms of such Indebtedness, such delivery to be made promptly after such notice
or other communication is received by the Borrower.

(G) OTHER REPORTS. Deliver or cause to be delivered to the Agent and the
Lenders copies of all financial statements, reports and notices, if any, sent or
made available generally by the Borrower to its securities holders or filed with
the Commission by the Borrower, all press releases made available generally by
the Borrower or any of the Borrower's Subsidiaries to the public concerning
material developments in the business of the Borrower or any such Subsidiary and
all notifications received from the Commission by the Borrower or its
Subsidiaries pursuant to the Securities Exchange Act of 1934 and the rules
promulgated thereunder.

(H) ENVIRONMENTAL NOTICES. As soon as possible and in any event within
ten (10) days after receipt by the Borrower, a copy of (i) any notice or claim
to the effect that the Borrower or any of its Subsidiaries is or may be liable
to any Person as a result of the Release by the Borrower, any of its
Subsidiaries, or any other Person of any Contaminant into the environment, and
(ii) any notice alleging any violation of any Environmental, Health or Safety
Requirements of Law by the Borrower or any of its Subsidiaries if, in either
case, such notice or claim relates to an event which could reasonably be
expected to subject the Borrower to liability in excess of $1,000,000.

(I) OTHER INFORMATION. Promptly upon receiving a request therefor from
the Agent, prepare and deliver to the Agent and the Lenders such other
information with respect to the Borrower, any of its Subsidiaries, or the
Collateral, including, without limitation, schedules identifying and describing

the Collateral and any dispositions thereof or any Asset Sale or Financing (and
the use of the Net Cash Proceeds thereof), as from time to time may be
reasonably requested by the Agent.

7.2 AFFIRMATIVE COVENANTS.

(A) CORPORATE EXISTENCE, ETC. The Borrower shall, and shall cause each of
its Subsidiaries to, at all times maintain its corporate existence and preserve
and keep, or cause to be preserved and kept, in full force and effect its rights
and franchises material to its businesses.

(B) CORPORATE POWERS; CONDUCT OF BUSINESS. The Borrower shall, and shall
cause each of its Subsidiaries to, qualify and remain qualified to do business
in each jurisdiction in which the nature of its business requires it to be so
qualified and where the failure to be so qualified will have or could reasonably
be expected to have a Material Adverse Effect. The Borrower will, and will
cause each Subsidiary to, carry on and conduct its business in substantially the
same manner and in substantially the same fields of enterprise as it is
presently conducted.

(C) COMPLIANCE WITH LAWS, ETC. The Borrower shall, and shall cause its
Subsidiaries to, (a) comply with all Requirements of Law and all restrictive
covenants affecting such Person or the business, properties, assets or
operations of such Person, and (b) obtain as needed all permits necessary for
its operations and maintain such permits in good standing unless failure to
comply or obtain could not reasonably be expected to have a Material Adverse
Effect.

(D) PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION. The Borrower shall
pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and
other governmental charges imposed upon it or on any of its properties or assets
or in respect of any of its franchises, business, income or property before any
penalty or interest accrues thereon, and (ii) all claims (including, without
limitation, claims for labor, services, materials and supplies) for sums which
have become due and payable and which by law have or may become a Lien (other
than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such
Subsidiary's property or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes,
assessments and governmental charges referred to in CLAUSE (i) above or claims
referred to in CLAUSE (ii) above (and interest, penalties or fines relating
thereto) need be paid if being contested in good faith by appropriate
proceedings diligently instituted and conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with Agreement
Accounting Principles shall have been made therefor.

(E) INSURANCE. The Borrower shall maintain for itself and its
Subsidiaries, or shall cause each of its Subsidiaries to maintain in full force
and effect, the insurance policies and programs listed on SCHEDULE 6.16 to this
Agreement or substantially similar policies and programs or other policies and
programs as reflect coverage that is reasonably consistent with prudent industry
practice. The Borrowers shall deliver to the Agent endorsements (y) to all "All
Risk" physical damage insurance policies on all of the Borrowers' tangible real
and personal property and assets and business interruption insurance policies
naming the Agent loss payee, and (z) to all general liability and other
liability policies naming the Agent an additional insured. In the event the
Borrower or any of its Subsidiaries at any time or times hereafter shall fail to
obtain or maintain any of the policies or insurance required herein or to pay
any premium in whole or in part relating thereto, then the Agent, without
waiving or releasing any obligations or resulting Default hereunder, may at any
time or times thereafter (but shall be under no obligation to do so) obtain and
maintain such policies of insurance and pay such premiums and take any other
action with respect thereto which the Agent deems advisable. All sums so
disbursed by the Agent shall constitute part of the Obligations, payable as

provided in this Agreement.

(F) INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. The Borrower
shall permit and cause each of the Borrower's Subsidiaries to permit, any
authorized representative(s) designated by either the Agent or any Lender to
visit and inspect any of the properties of the Borrower or any of its
Subsidiaries, to examine, audit, check and make copies of their respective
financial and accounting records, books, journals, orders, receipts and any
correspondence and other data relating to their respective businesses or the
transactions contemplated hereby (including, without limitation, in connection
with environmental compliance, hazard or liability), and to discuss their
affairs, finances and accounts with their officers and independent certified
public accountants, all upon reasonable notice and at such reasonable times
during normal business hours, as often as may be reasonably requested. The
Borrower shall keep and maintain, and cause each of the Borrower's Subsidiaries
to keep and maintain, in all material respects, proper books of record and
account in which entries in conformity with Agreement Accounting Principles
shall be made of all dealings and transactions in relation to their respective
businesses and activities. If a Default has occurred and is continuing, the
Borrower, upon the Agent's request, shall turn over any such records to the
Agent or its representatives.

(G) ERISA COMPLIANCE. The Borrower shall, and shall cause each of the
Borrower's Subsidiaries to, establish, maintain and operate all Plans to comply
in all material respects with the provisions of ERISA, the Code, all other
applicable laws, and the regulations and interpretations thereunder and the
respective requirements of the governing documents for such Plans.

(H) MAINTENANCE OF PROPERTY. The Borrower shall cause all property used
or useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
PROVIDED, HOWEVER, that nothing in this SECTION 7.2(H) shall prevent the
Borrower from discontinuing the operation or maintenance of any of such property
if such discontinuance is, in the judgment of the Borrower, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Agent or the Lenders.

(I) ENVIRONMENTAL COMPLIANCE. The Borrower and its Subsidiaries shall
comply with all Environmental, Health or Safety Requirements of Law, except
where noncompliance will not have or is not reasonably likely to subject the
Borrower to liability in excess of $1,000,000.

(J) USE OF PROCEEDS. The Borrower shall use the proceeds of the Term
Loans to (i) fund the Marconi Acquisition and (ii) repay existing Indebtedness.
The Borrower shall use the proceeds of the Revolving Loans to provide funds for
the additional working capital needs and other general corporate purposes of the
Borrower and its Subsidiaries. The Borrower will not, nor will it permit any
Subsidiary to, use any of the proceeds of the Loans to purchase or carry any
Margin Stock or to make any Acquisition, other than a Permitted Acquisition
pursuant to SECTION 7.3(G).

(K) INTEREST RATE AGREEMENTS. Within thirty (30) days after the Closing
Date, the Borrower shall enter into, and shall thereafter maintain, Interest
Rate Agreements on terms and with counterparties determined by the Borrower and
reasonably acceptable to the Agent by which the Borrower is protected against
increases in interest rates from and after the date of such contracts as to
notional amount not less than fifty percent (50%) of the aggregate outstanding
principal amount of

the Term Loans for the first three (3) years during the term of this Agreement.
In the event a Lender elects to enter into any Interest Rate Agreement with the
Borrower, the obligations of the Borrower with respect to such Interest Rate
Agreement shall be Secured Obligations secured by the Collateral.

7.3 NEGATIVE COVENANTS.

(A) INDEBTEDNESS. Neither the Borrower nor any of its Subsidiaries shall
directly or indirectly create, incur, assume or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness, except:

(i) the Obligations;

(ii) Permitted Existing Indebtedness;

(iii) Indebtedness in respect of obligations secured by Customary
Permitted Liens;

(iv) Indebtedness constituting Contingent Obligations permitted by
SECTION 7.3(E);

(v) Indebtedness arising from intercompany loans from any Subsidiary
to the Borrower or any wholly-owned Subsidiary;

(vi) Indebtedness arising from intercompany loans from the Borrower to
any wholly-owned Subsidiary in an aggregate amount not to exceed
$10,000,000;

(vii) secured or unsecured purchase money Indebtedness (including
Capitalized Leases) incurred by the Borrower or any of its Subsidiaries
after the Closing Date to finance the acquisition of fixed assets, if
(1) at the time of such incurrence, no Default or Unmatured Default has
occurred and is continuing or would result from such incurrence, (2) such
Indebtedness has a scheduled maturity and is not due on demand, (3) such
Indebtedness does not exceed the lower of the fair market value or the cost
of the applicable fixed assets on the date acquired, (4) such Indebtedness
does not exceed $5,000,000 in the aggregate outstanding at any time, and
(5) any Lien securing such Indebtedness is permitted under SECTION 7.3(C)
(such Indebtedness being referred to herein as "PERMITTED PURCHASE MONEY
INDEBTEDNESS");

(viii) Indebtedness with respect to surety, appeal and performance
bonds obtained by the Borrower or any of its Subsidiaries in the ordinary
course of business;

(ix) Indebtedness incurred by the Borrower to the seller in any
Permitted Acquisition as part of the consideration therefor, PROVIDED that
such Indebtedness is unsecured and is subordinated to the Obligations on
terms reasonably acceptable to the Agent;

(x) Indebtedness in respect of Hedging Obligations permitted under
SECTION 7.3(P); and

(xi) Indebtedness arising from the loan made by IFR Finance Limited
Partnership to IFR Systems Limited in the original principal amount of
L31,055,900.

(B) SALES OF ASSETS. Neither the Borrower nor any of its Subsidiaries
shall sell, assign, transfer, lease, convey or otherwise dispose of any
property, whether now owned or hereafter

acquired, or any income or profits therefrom, or enter into any agreement to do
so, except:

(i) sales of Inventory in the ordinary course of business;

(ii) the disposition (a) in the ordinary course of business of
Equipment that is obsolete, excess or no longer useful in the Borrower's
business and (b) of the Borrower's or any Subsidiary's fleet of vehicles
maintained in the United Kingdom; and

(iii) sales, assignments, transfers, leases, conveyances or other
dispositions of other assets if such transaction (a) is for consideration
consisting at least eighty percent (80%) of cash, (b) is for not less than
fair market value, and (c) when combined with all such other transactions
(each such transaction being valued at book value) (i) during the
immediately preceding twelve-month period, represents the disposition of
not greater than five percent (5%) of the Borrower's Consolidated Tangible
Assets at the end of the fiscal year immediately preceding that in which
such transaction is proposed to be entered into, and (ii) during the period
from the Closing Date to the date of such proposed transaction, represents
the disposition of not greater than fifteen percent (15%) of the Borrower's
Consolidated Tangible Assets at the end of the fiscal year immediately
preceding that in which such transaction is proposed to be entered into.

(C) LIENS. Neither the Borrower nor any of its Subsidiaries shall
directly or indirectly create, incur, assume or permit to exist any Lien on or
with respect to any of their respective property or assets except:

(i) Liens securing the Secured Obligations;

(ii) Permitted Existing Liens;

(iii) Customary Permitted Liens; and

(iv) purchase money Liens (including the interest of a lessor under a
Capitalized Lease and Liens to which any property is subject at the time of
the Borrower's acquisition thereof) securing Permitted Purchase Money
Indebtedness; PROVIDED that such Liens shall not apply to any property of
the Borrower or its Subsidiaries other than that purchased or subject to
such Capitalized Lease.

In addition, neither the Borrower nor any of its Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or
other assets in favor of the Agent for the benefit of itself and the Lenders, as
collateral for the Obligations; PROVIDED that any agreement, note, indenture or
other instrument in connection with Permitted Purchase Money Indebtedness
(including Capitalized Leases) may prohibit the creation of a Lien in favor of
the Agent for the benefit of itself and the Lenders on the items of property
obtained with the proceeds of such Permitted Purchase Money Indebtedness.

(D) INVESTMENTS. Except to the extent permitted pursuant to PARAGRAPH (G)
below, neither the Borrower nor any of its Subsidiaries shall directly or
indirectly make or own any Investment except:

(i) Investments in cash and Cash Equivalents;

(ii) Permitted Existing Investments in an amount not greater than the
amount thereof on the Closing Date;

(iii) Investments in trade receivables or received in connection with
the bankruptcy or reorganization of suppliers and customers and in
settlement of delinquent obligations of, and other disputes with, customers
and suppliers arising in the ordinary course of business;

(iv) Investments consisting of deposit accounts maintained by the
Borrower;

(v) Investments consisting of non-cash consideration from a sale,
assignment, transfer, lease, conveyance or other disposition of property
permitted by SECTION 7.3(B);

(vi) Investments consisting of intercompany loans from any Subsidiary
to the Borrower or any other Subsidiary permitted by SECTION 7.3(A)(v);

(vii) Investments consisting of intercompany loans from the Borrower
to any wholly-owned Subsidiary permitted by SECTION 7.3(A)(vi);

(viii) Investments constituting Permitted Acquisitions;

(ix) Investments constituting Indebtedness permitted by SECTION 7.3
(A) or Contingent Obligations permitted by SECTION 7.3(E) or Restricted
Payments permitted by SECTION 7.3(F); and

(x) Investments in addition to those referred to elsewhere in this
SECTION 7.3(D) in an amount not to exceed $1,000,000 in the aggregate at
any time outstanding;

PROVIDED, HOWEVER, that the Investments described in CLAUSE (viii) above shall
not be permitted if either a Default or an Unmatured Default shall have occurred
and be continuing on the date thereof or would result therefrom.

(E) CONTINGENT OBLIGATIONS. Neither the Borrower nor any of its
Subsidiaries shall directly or indirectly create or become or be liable with
respect to any Contingent Obligation, except: (i) recourse obligations resulting
from endorsement of negotiable instruments for collection in the ordinary course
of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations,
warranties, and indemnities, not relating to Indebtedness of any Person, which
have been or are undertaken or made in the ordinary course of business and not
for the benefit of or in favor of an Affiliate of the Borrower or such
Subsidiary; (iv) additional Contingent Obligations which do not exceed
$1,000,000 in the aggregate at any time; (v) Contingent Obligations with respect
to surety, appeal and performance bonds obtained by the Borrower or any
Subsidiary in the ordinary course of business, (vi) Contingent Obligations
incurred pursuant to that certain Guaranty Agreement, dated as of March 15,
1997, between the Borrower and The Southwest National Bank of Wichita, as
trustee, in connection with the City of Xxxxxxx, Kansas's issuance of its
Industrial Revenue Refunding and Improvement Bonds, Series 1997 (IFR Systems,
Inc.), dated as of March 15, 1997, as in effect on

March 15, 1997 and without giving effect to any amendments, restatements or
other modifications thereto and (vii) Contingent Obligations incurred by the
Borrower in favor of The General Electric Company, p.l.c. pursuant to the
Acquisition Agreement, as in effect on the Closing Date, and without giving
effect to any amendments, restatements or other modifications thereto.

(F) RESTRICTED PAYMENTS. The Borrower shall not declare or make any
Restricted Payment unless and until the Leverage Ratio (calculated as of the
last day of the most recent fiscal quarter ended immediately preceding the
declaration or payment of such proposed Restricted Payment) is less than or
equal to 2.00 to 1.00; PROVIDED, HOWEVER, that in no event shall any Restricted
Payments be declared or made if either a Default or an Unmatured Default shall
have occurred and be continuing at the date of declaration or payment thereof or
would result therefrom.

(G) CONDUCT OF BUSINESS; SUBSIDIARIES; ACQUISITIONS. Neither the Borrower
nor any of its Subsidiaries shall engage in any business other than the
businesses engaged in by the Borrower on the date hereof and any business or
activities which are substantially similar, related or incidental thereto. The
Borrower shall not create, acquire or any Subsidiary after the date hereof. The
Borrower shall not make any Acquisitions, other than (x) the Marconi Acquisition
and (y) Acquisitions meeting the following requirements or otherwise approved by
the Required Lenders (each such Acquisition constituting a "PERMITTED
ACQUISITION"):

(i) no Default or Unmatured Default shall have occurred and be
continuing or would result from such Acquisition or the incurrence of any
Indebtedness in connection therewith;

(ii) the Acquisition shall be consummated pursuant to acquisition
documents satisfactory to the Agent with representations, indemnities and
opinions satisfactory to the Agent and results of due diligence
satisfactory to the Agent;

(iii) the Acquisition, together with all other Permitted Acquisitions
permitted under this SECTION 7.3(G), shall not exceed an amount equal to
(x) $5,000,000 (including the incurrence of any Indebtedness in connection
therewith) in any fiscal year and (y) $20,000,000 (including the incurrence
of any Indebtedness in connection therewith) during the term of this
Agreement, and the Borrower shall have complied with all of the
requirements of the Collateral Documents in respect thereof;

(iv) the businesses being acquired shall be substantially similar to
the businesses or activities engaged in by the Borrower on the Closing
Date; and

(v) prior to each such Acquisition, the Borrower shall deliver to the
Agent and the Lenders a certificate from one of the Authorized Officers,
demonstrating to the satisfaction of the Agent that after giving effect to
such Acquisition and the incurrence of any Indebtedness permitted by
SECTION 7.3(A) in connection therewith, on a PRO FORMA basis using
historical audited and reviewed unaudited financial statements obtained
form the seller, broken down by fiscal quarter in the Borrower's reasonable
judgment, as if the Acquisition and such incurrence of Indebtedness had
occurred on the first day of the twelve-month period ending on the last day
of the Borrower's most recently completed fiscal quarter, the Borrower
would have been in compliance with the financial covenants in SECTION 7.4
and not otherwise in Default.

(H) TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES. Neither the Borrower
nor any of its Subsidiaries shall directly or indirectly enter into or permit to
exist any transaction (including,

without limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with any holder or holders of any of the Equity
Interests of the Borrower, or with any Affiliate of the Borrower which is not
its Subsidiary, on terms that are less favorable to the Borrower or any of its
Subsidiaries, as applicable, than those that might be obtained in an arm's
length transaction at the time from Persons who are not such a holder or
Affiliate, except for Restricted Payments permitted by SECTION 7.3(F).

(I) RESTRICTION ON FUNDAMENTAL CHANGES. Neither the Borrower nor any of
its Subsidiaries shall enter into any merger or consolidation, or liquidate,
wind-up or dissolve (or suffer any liquidation or dissolution), or convey,
lease, sell, transfer or otherwise dispose of, in one transaction or series of
transactions, all or substantially all of the Borrower's or any such
Subsidiary's business or property, whether now or hereafter acquired, except (i)
transactions permitted under SECTIONS 7.3(B) or 7.3(G) and (ii) a Subsidiary of
the Borrower may be merged into or consolidated with the Borrower (in which case
the Borrower shall be the surviving corporation) or any wholly-owned Subsidiary
of the Borrower.

(J) SALES AND LEASEBACKS. Neither the Borrower nor any of its
Subsidiaries shall become liable, directly, by assumption or by Contingent
Obligation, with respect to any lease, whether an operating lease or a
Capitalized Lease, of any property (whether real or personal or mixed) other
than the Borrower's or any Subsidiary's fleet of vehicles maintained in the
United Kingdom, (i) which it or one of its Subsidiaries sold or transferred or
is to sell or transfer to any other Person, or (ii) which it or one of its
Subsidiaries intends to use for substantially the same purposes as any other
property which has been or is to be sold or transferred by it or one of its
Subsidiaries to any other Person in connection with such lease, unless in either
case the sale involved is not prohibited under SECTION 7.3(B) and the lease
involved is not prohibited under SECTION 7.3(A).

(K) MARGIN REGULATIONS. Neither the Borrower nor any of its Subsidiaries,
shall use all or any portion of the proceeds of any credit extended under this
Agreement to purchase or carry Margin Stock.

(L) ERISA. The Borrower shall not

(i) engage, or permit any of its Subsidiaries to engage, in any
prohibited transaction described in Sections 406 of ERISA or 4975 of the
Code for which a statutory or class exemption is not available or a private
exemption has not been previously obtained from the DOL;

(ii) permit to exist any accumulated funding deficiency (as defined
in Sections 302 of ERISA and 412 of the Code), with respect to any Benefit
Plan, whether or not waived;

(iii) fail, or permit any Controlled Group member to fail, to pay
timely required contributions or annual installments due with respect to
any waived funding deficiency to any Benefit Plan;

(iv) terminate, or permit any Controlled Group member to terminate,
any Benefit Plan which would result in any liability of the Borrower or any
Controlled Group member under Title IV of ERISA;

(v) fail to make any contribution or payment to any Multiemployer
Plan which the Borrower or any Controlled Group member may be required to
make under any agreement

relating to such Multiemployer Plan, or any law pertaining thereto;

(vi) fail, or permit any Controlled Group member to fail, to pay any
required installment or any other payment required under Section 412 of the
Code on or before the due date for such installment or other payment; or

(vii) amend, or permit any Controlled Group member to amend, a Plan
resulting in an increase in current liability for the plan year such that
the Borrower or any Controlled Group member is required to provide security
to such Plan under Section 401(a)(29) of the Code.

(M) CORPORATE DOCUMENTS. Neither the Borrower nor any of its Subsidiaries
shall amend, modify or otherwise change any of the terms or provisions in any of
their respective constituent documents as in effect on the date hereof in any
manner adverse to the interests of the Lenders, without the prior written
consent of the Required Lenders.

(N) FISCAL YEAR. Neither the Borrower nor any of its consolidated
Subsidiaries shall change its fiscal year for accounting or tax purposes from a
period consisting of the 12-month period ending on the last day of June of each
year.

(O) SUBSIDIARY COVENANTS. The Borrower will not, and will not permit any
Subsidiary to, create or otherwise cause to become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary to pay
dividends or make any other distribution on its stock, or make any other
Restricted Payment, pay any Indebtedness or other Obligation owed to the
Borrower or any other Subsidiary, make loans or advances or other Investments in
the Borrower or any other Subsidiary, or sell, transfer or otherwise convey any
of its property to the Borrower or any other Subsidiary.

(P) HEDGING OBLIGATIONS. The Borrower shall not and shall not permit any
of its Subsidiaries to enter into any interest rate, commodity or foreign
currency exchange, swap, collar, cap or similar agreements evidencing Hedging
Obligations, other than as required pursuant to SECTION 7.2(K) and other
interest rate, foreign currency or commodity exchange, swap, collar, cap or
similar agreements entered into by the Borrower pursuant to which the Borrower
has hedged its actual interest rate, foreign currency or commodity exposure.
Such permitted hedging agreements entered into by the Borrower and any Lender or
any affiliate of any Lender to hedge floating interest rate risk in an aggregate
notional amount not to exceed at any time an amount equal to the outstanding
balance of the Term Loans at such time are sometimes referred to herein as
"INTEREST RATE AGREEMENTS."

7.4 FINANCIAL COVENANTS. The Borrower shall comply with the following:

(A) MINIMUM FIXED CHARGE COVERAGE RATIO. The Borrower and its
consolidated Subsidiaries shall maintain a ratio ("FIXED CHARGE COVERAGE RATIO")
of (i) EBITDA during such period to (ii) the sum of the amounts of (a) cash
Interest Expense during such period PLUS (b) cash taxes paid by the Borrower and
its consolidated Subsidiaries during such period PLUS (c) scheduled amortization
of the principal portion of the Term Loans and scheduled amortization of the
principal portion of all other Indebtedness for borrowed money of the Borrower
PLUS (d) Restricted Payments paid during such period of at least 1.35 to 1.00
for each fiscal quarter for the period commencing with the fiscal quarter ending
on December 31, 1998 through the Termination Date.

In each case, the Fixed Charge Coverage Ratio shall be determined as of the last
day of each fiscal

quarter for the four fiscal quarter period ending on such day, calculated, with
respect to Permitted Acquisitions, on a PRO FORMA basis using historical audited
and reviewed unaudited financial statements obtained from the seller, broken
down by fiscal quarter in the Borrower's reasonable judgment.

(B) MAXIMUM LEVERAGE RATIO. The Borrower shall not permit the ratio (the
"LEVERAGE RATIO") of (i) the sum of (a) Indebtedness for borrowed money and (b)
Capitalized Lease Obligations to (ii) EBITDA to be greater than:

(i) 4.25 to 1.00 for each fiscal quarter for the period
commencing with the fiscal quarter ending June 30, 1998 through the fiscal
quarter ending September 30, 1998; and

(ii) 4.00 to 1.00 for each fiscal quarter for the period
commencing with the fiscal quarter ending December 31, 1998 through the
fiscal quarter ending March 31, 1999; and

(iii) 3.75 to 1.00 for each fiscal quarter for the period
commencing with the fiscal quarter ending June 30, 1999 through the fiscal
quarter ending September 30, 1999; and

(iv) 3.50 to 1.00 for each fiscal quarter for the period
commencing with the fiscal quarter ending December 31, 1999 through the
fiscal quarter ending March 31, 2000; and

(v) 3.25 to 1.00 for each fiscal quarter for the period
commencing with the fiscal quarter ending June 30, 2000 through the fiscal
quarter ending September 30, 2000; and

(vi) 3.00 to 1.00 for each fiscal quarter for the period
commencing with the fiscal quarter ending December 31, 2000 through the
fiscal quarter ending March 31, 2001; and

(vii) 2.75 to 1.00 for each fiscal quarter for the period
commencing with the fiscal quarter ending June 30, 2001 through the fiscal
quarter ending September 30, 2001; and

(viii) 2.50 to 1.00 for each fiscal quarter for the period
commencing with the fiscal quarter ending December 31, 2001 through the
fiscal quarter ending March 31, 2002; and

(ix) 2.25 to 1.00 for each fiscal quarter for the period
commencing with the fiscal quarter ending June 30, 2002 through the fiscal
quarter ending March 31, 2003; and

(x) 2.00 to 1.00 for each fiscal quarter thereafter until the
Termination Date.

The Leverage Ratio shall be calculated, in each case, determined as of the last
day of each fiscal quarter based upon (a) for Indebtedness for borrowed money
and Capitalized Lease Obligations, Indebtedness for borrowed money and
Capitalized Lease Obligations as of the last day of each such fiscal quarter;
and (b) for EBITDA, the actual amount for the four-quarter period ending on such
day, calculated, with respect to Permitted Acquisitions, on a PRO FORMA basis
using historical audited and reviewed unaudited financial statements obtained
from the seller, broken down by fiscal quarter in the Borrower's reasonable
judgment.

(C) MINIMUM CONSOLIDATED NET WORTH. The Borrower shall not permit its
Consolidated Net Worth at any time to be less than the sum of (a) $40,000,000,
PLUS (b) fifty percent (50%) of Net Income (if positive) calculated separately
for each fiscal quarter commencing with the fiscal quarter ending on June 30,
1998, PLUS (c) one hundred percent (100%) of the net cash proceeds resulting

from the issuance by the Borrower of any Capital Stock. For purposes of
determining Consolidated Net Worth of the Borrower and its Subsidiaries as
required by this SECTION 7.4(C) only, Consolidated Net Worth of the Borrower and
its Subsidiaries shall be calculated excluding the effect of any write-off of
unamortized debt discount in connection with the purchase of publicly traded
Indebtedness of the Borrower and any prepayment premiums paid in connection with
any such purchase.

(D) CAPITAL EXPENDITURES. The Borrower will not, nor will it permit any
Subsidiary to, expend, or be committed to expend, for Capital Expenditures in
the acquisition of fixed assets in any fiscal year, on a non-cumulative basis,
in the aggregate for the Borrower and its Subsidiaries, in excess of

(i) $5,000,000 for the period from the Closing Date through June
30, 1998; and

(ii) $9,000,000 for the period from July 1, 1998 through June 30,
1999; and

(iii) $9,500,000 for the period from July 1 through June 30 for
each fiscal year thereafter.

ARTICLE VIII: DEFAULTS

8.1 DEFAULTS. Each of the following occurrences shall constitute a
Default under this Agreement:

(A) FAILURE TO MAKE PAYMENTS WHEN DUE. The Borrower shall (i) fail to pay
when due any of the Obligations consisting of principal with respect to the
Loans or (ii) shall fail to pay within two (2) Business Days of the date when
due any of the other Obligations under this Agreement or the other Loan
Documents.

(B) BREACH OF CERTAIN COVENANTS. The Borrower shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on the Borrower under:

(i) SECTION 7.1 and such failure shall continue unremedied for ten
(10) Business Days; or

(ii) SECTION 7.2 or 7.3 or 7.4.

(C) BREACH OF REPRESENTATION OR WARRANTY. Any representation or warranty
made or deemed made by the Borrower to the Agent or any Lender herein or by the
Borrower or any of its Subsidiaries in any of the other Loan Documents or in any
statement or certificate at any time given by any such Person pursuant to any of
the Loan Documents shall be false or misleading in any material respect on the
date as of which made (or deemed made).

(D) OTHER DEFAULTS. The Borrower shall default in the performance of or
compliance with any term contained in this Agreement (other than as covered by
PARAGRAPHS (A) or (B) of this SECTION 8.1), or the Borrower or any of its
Subsidiaries shall default in the performance of or compliance with any term
contained in any of the other Loan Documents, and such default shall continue
for thirty (30) days after the occurrence thereof.

(E) DEFAULT AS TO OTHER INDEBTEDNESS. The Borrower or any of its
Subsidiaries shall fail to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration,

demand or otherwise) with respect to any Indebtedness (other than the
Obligations) the outstanding principal amount of which Indebtedness is in excess
of $2,000,000; or any breach, default or event of default shall occur, or any
other condition shall exist under any instrument, agreement or indenture
pertaining to any such Indebtedness, if the effect thereof is to cause an
acceleration, mandatory redemption, a requirement that the Borrower offer to
purchase such Indebtedness or other required repurchase of such Indebtedness, or
permit the holder(s) of such Indebtedness to accelerate the maturity of any such
Indebtedness or require a redemption or other repurchase of such Indebtedness;
or any such Indebtedness shall be otherwise declared to be due and payable (by
acceleration or otherwise) or required to be prepaid, redeemed or otherwise
repurchased by the Borrower or any of its Subsidiaries (other than by a
regularly scheduled required prepayment) prior to the stated maturity thereof.

(F) INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

(i) An involuntary case shall be commenced against the Borrower or
any of the Borrower's Subsidiaries and the petition shall not be dismissed,
stayed, bonded or discharged within sixty (60) days after commencement of
the case; or a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Borrower or any of the
Borrower's Subsidiaries in an involuntary case, under any applicable
bankruptcy, insolvency or other similar law now or hereinafter in effect;
or any other similar relief shall be granted under any applicable federal,
state, local or foreign law.

(ii) A decree or order of a court having jurisdiction in the premises
for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over the Borrower or any
of the Borrower's Subsidiaries or over all or a substantial part of the
property of the Borrower or any of the Borrower's Subsidiaries shall be
entered; or an interim receiver, trustee or other custodian of the Borrower
or any of the Borrower's Subsidiaries or of all or a substantial part of
the property of the Borrower or any of the Borrower's Subsidiaries shall be
appointed or a warrant of attachment, execution or similar process against
any substantial part of the property of the Borrower or any of the
Borrower's Subsidiaries shall be issued and any such event shall not be
stayed, dismissed, bonded or discharged within sixty (60) days after entry,
appointment or issuance.

(G) VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. The Borrower or
any of the Borrower's Subsidiaries shall (i) commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary case to a voluntary case, under any such
law, (iii) consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property, (iv)
make any assignment for the benefit of creditors or (v) take any corporate
action to authorize any of the foregoing.

(H) JUDGMENTS AND ATTACHMENTS. Any money judgment(s) (other than a money
judgment covered by insurance as to which the insurance company has not
disclaimed or reserved the right to disclaim coverage), writ or warrant of
attachment, or similar process against the Borrower or any of its Subsidiaries
or any of their respective assets involving in any single case or in the
aggregate an amount in excess of $2,000,000 is or are entered and shall remain
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days or
in any event later than fifteen (15) days prior to the date of any proposed sale
thereunder.

(I) DISSOLUTION. Any order, judgment or decree shall be entered against
the Borrower

decreeing its involuntary dissolution or split up and such order shall remain
undischarged and unstayed for a period in excess of sixty (60) days; or the
Borrower shall otherwise dissolve or cease to exist except as specifically
permitted by this Agreement.

(J) LOAN DOCUMENTS. At any time, for any reason, any Loan Document as a
whole that materially affects the ability of the Agent, or any of the Lenders to
enforce the Obligations ceases to be in full force and effect or the Borrower or
any of the Borrower's Subsidiaries party thereto seeks to repudiate its
obligations thereunder.

(K) TERMINATION EVENT. Any Termination Event occurs which the Required
Lenders believe is reasonably likely to subject the Borrower to liability in
excess of $2,000,000.

(L) WAIVER OF MINIMUM FUNDING STANDARD. If the plan administrator of any
Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and any Lender believes the
substantial business hardship upon which the application for the waiver is based
could reasonably be expected to subject either the Borrower or any Controlled
Group member to liability in excess of $2,000,000.

(M) CHANGE OF CONTROL. A Change of Control shall occur.

(N) INTEREST RATE AGREEMENTS. Nonpayment by the Borrower of any
obligation under any Interest Rate Agreement or the breach by the Borrower of
any term, provision or condition contained in any such Interest Rate Agreement.

(O) ENVIRONMENTAL MATTERS. The Borrower or any of its Subsidiaries shall
be the subject of any proceeding or investigation pertaining to (i) the Release
by the Borrower or any of its Subsidiaries of any Contaminant into the
environment, (ii) the liability of the Borrower or any of its Subsidiaries
arising from the Release by any other Person of any Contaminant into the
environment, or (iii) any violation of any Environmental, Health or Safety
Requirements of Law which by the Borrower or any of its Subsidiaries, which, in
any case, has or is reasonably likely to subject the Borrower to liability in
excess of $2,000,000.

(P) COLLATERAL DOCUMENTS. Any of the following shall occur: (i) any
Collateral Document shall for any reason fail to create a valid and perfected
first priority security interest in any collateral purported to be covered
thereby, except as permitted by the terms of any Collateral Document, (ii) any
Collateral Document shall fail to remain in full force or effect, (iii) any
action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Collateral Document, or (iv) the Borrower shall fail to
comply with any of the terms or provisions of any Collateral Document.

A Default shall be deemed "continuing" until cured or until waived in
writing in accordance with SECTION 9.3.

ARTICLE IX: ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES

9.1 TERMINATION OF COMMITMENTS; ACCELERATION. If any Default described in
SECTION 8.1(F) or 8.1(G) occurs with respect to the Borrower, the obligations of
the Lenders to make Loans hereunder and the obligation of the Agent to issue
Letters of Credit hereunder shall automatically terminate and the Obligations
shall immediately become due and payable without any election or

action on the part of the Agent or any Lender. If any other Default occurs, the
Required Lenders may terminate or suspend the obligations of the Lenders to make
Loans hereunder and the obligation of the Issuing Banks to issue Letters of
Credit hereunder, or declare the Obligations to be due and payable, or both,
whereupon the Obligations shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which the Borrower
expressly waives.

9.2 DEFAULTING LENDER. In the event that any Lender fails to fund its
Tranche A Pro Rata Share or Tranche B Pro Rata Share, as applicable, of any
Advance requested or deemed requested by the Borrower, which such Lender is
obligated to fund under the terms of this Agreement (the funded portion of such
Advance being hereinafter referred to as a "NON PRO RATA LOAN"), until the
earlier of such Lender's cure of such failure and the termination of the
Revolving Loan Commitments, the proceeds of all amounts thereafter repaid to the
Agent by the Borrower and otherwise required to be applied to such Lender's
share of all other Obligations pursuant to the terms of this Agreement shall be
advanced to the Borrower by the Agent on behalf of such Lender to cure, in full
or in part, such failure by such Lender, but shall nevertheless be deemed to
have been paid to such Lender in satisfaction of such other Obligations.
Notwithstanding anything in this Agreement to the contrary:

(i) the foregoing provisions of this SECTION 9.2 shall apply
only with respect to the proceeds of payments of Obligations and shall
not affect the conversion or continuation of Loans pursuant to SECTION
2.10;

(ii) any such Lender shall be deemed to have cured its failure
to fund its Tranche A Pro Rata Share or Tranche B Pro Rata Share, as
applicable, of any Advance at such time as an amount equal to such
Lender's original Tranche A Pro Rata Share or Tranche B Pro Rata
Share, as applicable, of the requested principal portion of such
Advance is fully funded to the Borrower, whether made by such Lender
itself or by operation of the terms of this SECTION 9.2, and whether
or not the Non Pro Rata Loan with respect thereto has been repaid,
converted or continued;

(iii) amounts advanced to the Borrower to cure, in full or in
part, any such Lender's failure to fund its Tranche A Pro Rata Share
or Tranche B Pro Rata Share, as applicable, of any Advance ("CURE
LOANS") shall bear interest at the rate applicable to Floating Rate
Loans in effect from time to time, and for all other purposes of this
Agreement shall be treated as if they were Floating Rate Loans;

(iv) regardless of whether or not a Default has occurred or is
continuing, and notwithstanding the instructions of the Borrower as to
its desired application, all repayments of principal which, in
accordance with the other terms of this Agreement, would be applied to
the outstanding Floating Rate Loans shall be applied FIRST, ratably to
all Floating Rate Loans constituting Non Pro Rata Loans, SECOND,
ratably to Floating Rate Loans other than those constituting Non Pro
Rata Loans or Cure Loans and, THIRD, ratably to Floating Rate Loans
constituting Cure Loans;

(v) for so long as and until the earlier of any such Lender's
cure of the failure to fund its Tranche A Pro Rata Share or Tranche B
Pro Rata Share, as applicable, of any Advance and the termination of
the Revolving Loan Commitments, the term "Required Lenders" for
purposes of this Agreement shall mean Lenders (excluding all Lenders
whose failure to fund their respective Tranche A Pro Rata Share or
Tranche B Pro Rata Share, as applicable, of such Advance have not been
so cured) whose Pro Rata Shares represent greater than fifty percent
(50%) of the aggregate Pro

Rata Shares of such Lenders; and

(vi) for so long as and until any such Lender's failure to fund
its Tranche A Pro Rata Share or Tranche B Pro Rata Share, as
applicable, of any Advance is cured in accordance with SECTION
9.2(II), (A) such Lender shall not be entitled to any commitment fees
with respect to its Revolving Loan Commitment and (B) such Lender
shall not be entitled to any letter of credit fees, which commitment
fees and letter of credit fees shall accrue in favor of the Lenders
which have funded their respective Tranche A Pro Rata Share or Tranche
B Pro Rata Share, as applicable, of such requested Advance, shall be
allocated among such performing Lenders ratably based upon their
relative Revolving Loan Commitments, and shall be calculated based
upon the average amount by which the aggregate Revolving Loan
Commitments of such performing Lenders exceeds the sum of (I) the
outstanding principal amount of the Loans owing to such performing
Lenders, PLUS (II) the outstanding Reimbursement Obligations owing to
such performing Lenders, PLUS (III) the aggregate participation
interests of such performing Lenders arising pursuant to SECTION 3.6
with respect to undrawn and outstanding Letters of Credit.

9.3 AMENDMENTS. Subject to the provisions of this ARTICLE IX, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; PROVIDED, HOWEVER, that no such supplemental agreement shall,
without the consent of each Lender (which is not a defaulting Lender under the
provisions of SECTION 9.2) affected thereby:

(i) Postpone or extend the Revolving Loan Termination Date, the
Tranche A Term Loan Termination Date or the Tranche B Term Loan Termination
Date or any other date fixed for any payment of principal of, or interest
on, the Loans, the Reimbursement Obligations or any fees or other amounts
payable to such Lender (except with respect to (a) any modifications of the
provisions relating to prepayments of Loans and other Obligations (other
than the provisions relating to the prepayments of the Tranche B Term Loans
which can be modified only with the approval of Lenders with Tranche B Pro
Rata Shares greater than fifty percent (50%)) and (b) a waiver of the
application of the default rate of interest pursuant to SECTION 2.11
hereof).

(ii) Reduce the principal amount of any Loans or L/C Obligations, or
reduce the rate or extend the time of payment of interest or fees thereon.

(iii) Reduce the percentage specified in the definition of Required
Lenders or any other percentage of Lenders specified to be the applicable
percentage in this Agreement to act on specified matters or amend the
definitions of "Required Lenders", "Tranche A Pro Rata Share", "Tranche B
Pro Rata Share", or "Pro Rata Share".

(iv) Increase the amount of the Revolving Loan Commitment of any
Lender hereunder or increase any Lender's Tranche A Pro Rata Share, Tranche
B Pro Rata Share or Pro Rata Share.

(v) Permit the Borrower to assign its rights under this Agreement.

(vi) Release all or substantially all of the Collateral.

(vii) Amend this SECTION 9.3.

No amendment of any provision of this Agreement relating to (a) the Agent shall
be effective without the written consent of the Agent, and (b) Swing Line Loans
shall be effective without the written consent of the Swing Line Bank. The
Agent may waive payment of the fee required under SECTION 13.3(B) without
obtaining the consent of any of the Lenders.

9.4 PRESERVATION OF RIGHTS. No delay or omission of the Lenders or the
Agent to exercise any right under the Loan Documents shall impair such right or
be construed to be a waiver of any Default or an acquiescence therein, and the
making of a Loan or the issuance of a Letter of Credit notwithstanding the
existence of a Default or the inability of the Borrower to satisfy the
conditions precedent to such Loan or issuance of such Letter of Credit shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to SECTION 9.3, and then only
to the extent in such writing specifically set forth. All remedies contained in
the Loan Documents or by law afforded shall be cumulative and all shall be
available to the Agent and the Lenders until the Obligations have been paid in
full.

ARTICLE X: GENERAL PROVISIONS

10.1 SURVIVAL OF REPRESENTATIONS. All representations and warranties of
the Borrower contained in this Agreement shall survive delivery of the Notes and
the making of the Loans herein contemplated.

10.2 GOVERNMENTAL REGULATION. Anything contained in this Agreement to the
contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

10.3 PERFORMANCE OF OBLIGATIONS. The Borrower agrees that the Agent may,
but shall have no obligation, after the occurrence and during the continuance of
a Default, to make any other payment or perform any act required of the Borrower
under any Loan Document. The Agent shall use its reasonable efforts to give the
Borrower notice of any action taken under this SECTION 10.3 prior to the taking
of such action or promptly thereafter provided the failure to give such notice
shall not affect the Borrower's obligations in respect thereof. The Borrower
agrees to pay the Agent, upon demand, the principal amount of all funds advanced
by the Agent under this SECTION 10.3, together with interest thereon at the rate
from time to time applicable to Floating Rate Loans from the date of such
advance until the outstanding principal balance thereof is paid in full. If the
Borrower fails to make payment in respect of any such advance under this SECTION
10.3 within one (1) Business Day after the date the Borrower receives written
demand therefor from the Agent, the Agent shall promptly notify each Lender and
each Lender agrees that it shall thereupon make available to the Agent, in
Dollars in immediately available funds, the amount equal to such Lender's Pro
Rata Share of such advance. If such funds are not made available to the Agent
by such Lender within one (1) Business Day after the Agent's demand therefor,
the Agent will be entitled to recover any such amount from such Lender together
with interest thereon at the Federal Funds Effective Rate for each day during
the period commencing on the date of such demand and ending on the date such
amount

is received. The failure of any Lender to make available to the Agent its Pro
Rata Share of any such unreimbursed advance under this SECTION 10.3 shall
neither relieve any other Lender of its obligation hereunder to make available
to the Agent such other Lender's Pro Rata Share of such advance on the date such
payment is to be made nor increase the obligation of any other Lender to make
such payment to the Agent. All outstanding principal of, and interest on,
advances made under this SECTION 10.3 shall constitute Obligations.

10.4 HEADINGS. Section headings in the Loan Documents are for convenience
of reference only, and shall not govern the interpretation of any of the
provisions of the Loan Documents.

10.5 ENTIRE AGREEMENT. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Agent and the Lenders and supersede all
prior agreements and understandings among the Borrower, the Agent and the
Lenders relating to the subject matter thereof.

10.6 SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Agent is authorized to act as such). The failure of any Lender to perform
any of its obligations hereunder shall not relieve any other Lender from any of
its obligations hereunder. This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and assigns.

10.7 EXPENSES; INDEMNIFICATION.

(A) EXPENSES. The Borrower shall reimburse the Agent and the Arranger for
any reasonable costs, internal charges and out-of-pocket expenses (including
attorneys' and paralegals' fees and time charges of attorneys and paralegals for
the Agent, which attorneys and paralegals may be employees of the Agent) paid or
incurred by the Agent or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, review, amendment, modification,
and administration of the Loan Documents. The Borrower also agrees to reimburse
the Agent and the Arranger and the Lenders for any costs, internal charges and
out-of-pocket expenses (including attorneys' and paralegals' fees and time
charges of attorneys and paralegals for the Agent and the Arranger and the
Lenders, which attorneys and paralegals may be employees of the Agent or the
Arranger or the Lenders) paid or incurred by the Agent or the Arranger or any
Lender in connection with the collection of the Obligations and enforcement of
the Loan Documents. In addition to expenses set forth above, the Borrower
agrees to reimburse the Agent, promptly after the Agent's request therefor, for
each audit, or other business analysis performed by or for the benefit of the
Lenders in connection with this Agreement or the other Loan Documents in an
amount equal to the Agent's then customary charges for each person employed to
perform such audit or analysis, plus all costs and expenses (including without
limitation, travel expenses) incurred by the Agent in the performance of such
audit or analysis. Agent shall provide the Borrower with a detailed statement
of all reimbursements requested under this SECTION 10.7(A).

(B) INDEMNITY. The Borrower further agrees to defend, protect, indemnify,
and hold harmless the Agent, the Arranger and each and all of the Lenders and
each of their respective Affiliates, and each of such Agent's, Arranger's,
Lender's, or Affiliate's respective officers, directors, employees, attorneys
and agents (including, without limitation, those retained in connection with the
satisfaction or attempted satisfaction of any of the conditions set forth in
ARTICLE V) (collectively, the "INDEMNITEES") from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, expenses of any kind or nature whatsoever (including,

without limitation, the fees and disbursements of counsel for such Indemnitees
in connection with any investigative, administrative or judicial proceeding,
whether or not such Indemnitees shall be designated a party thereto), imposed
on, incurred by, or asserted against such Indemnitees in any manner relating to
or arising out of:

(i) this Agreement, the other Loan Documents or any of the Transaction
Documents, or any act, event or transaction related or attendant thereto or
to the Marconi Acquisition, the making of the Loans, and the issuance of
and participation in Letters of Credit hereunder, the management of such
Loans or Letters of Credit, the use or intended use of the proceeds of the
Loans or Letters of Credit hereunder, or any of the other transactions
contemplated by the Transaction Documents; or

(ii) any liabilities, obligations, responsibilities, losses, damages,
personal injury, death, punitive damages, economic damages, consequential
damages, treble damages, intentional, willful or wanton injury, damage or
threat to the environment, natural resources or public health or welfare,
costs and expenses (including, without limitation, attorney, expert and
consulting fees and costs of investigation, feasibility or remedial action
studies), fines, penalties and monetary sanctions, interest, direct or
indirect, known or unknown, absolute or contingent, past, present or future
relating to violation of any Environmental, Health or Safety Requirements
of Law arising from or in connection with the past, present or future
operations of the Borrower, its Subsidiaries or any of their respective
predecessors in interest, or, the past, present or future environmental,
health or safety condition of any respective property of the Borrower or
its Subsidiaries, the presence of asbestos-containing materials at any
respective property of the Borrower or its Subsidiaries or the Release or
threatened Release of any Contaminant into the environment (collectively,
the "INDEMNIFIED MATTERS");

PROVIDED, HOWEVER, the Borrower shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused by or resulting from the
willful misconduct or Gross Negligence of such Indemnitee with respect to the
Loan Documents, as determined by the final non-appealed judgment of a court of
competent jurisdiction. If the undertaking to indemnify, pay and hold harmless
set forth in the preceding sentence may be unenforceable because it is violative
of any law or public policy, the Borrower shall contribute the maximum portion
which it is permitted to pay and satisfy under applicable law, to the payment
and satisfaction of all Indemnified Matters incurred by the Indemnitees.

(C) WAIVER OF CERTAIN CLAIMS; SETTLEMENT OF CLAIMS. The Borrower further
agrees to assert no claim against any of the Indemnitees on any theory of
liability for exemplary or punitive damages. No settlement shall be entered
into by the Borrower or any if its Subsidiaries with respect to any claim,
litigation, arbitration or other proceeding relating to or arising out of the
transactions evidenced by this Agreement, the other Loan Documents or in
connection with the Marconi Acquisition (whether or not the Agent or any Lender
or any Indemnitee is a party thereto) unless such settlement releases all
Indemnitees from any and all liability with respect thereto.

(D) SURVIVAL OF AGREEMENTS. The obligations and agreements of the
Borrower under this SECTION 10.7 shall survive the termination of this
Agreement.

10.8 NUMBERS OF DOCUMENTS. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders.

10.9 ACCOUNTING. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.

10.10 SEVERABILITY OF PROVISIONS. Any provision in any Loan Document that
is held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
as to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

10.11 NONLIABILITY OF LENDERS. The relationship between the Borrower and
the Lenders and the Agent shall be solely that of borrower and lender. Neither
the Agent nor any Lender shall have any fiduciary responsibilities to the
Borrower. Neither the Agent nor any Lender undertakes any responsibility to the
Borrower to review or inform the Borrower of any matter in connection with any
phase of the Borrower's business or operations.

10.12 GOVERNING LAW. THE AGENT ACCEPTS THIS AGREEMENT, ON BEHALF OF
ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND AGREEING TO IT
THERE. ANY DISPUTE BETWEEN THE BORROWER AND THE AGENT OR ANY LENDER ARISING OUT
OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

10.13 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

(A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH OF
THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY
BY STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, BUT THE PARTIES HERETO
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF CHICAGO, ILLINOIS. EACH OF THE PARTIES HERETO WAIVES IN ALL
DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE
TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

(B) OTHER JURISDICTIONS. THE BORROWER AGREES THAT THE AGENT, OR ANY
LENDER SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A
COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION
OVER THE BORROWER OR (2) REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON. THE
BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY
PROCEEDING BROUGHT BY SUCH PERSON TO REALIZE ON ANY SECURITY FOR THE OBLIGATIONS
OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. THE
BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION

OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS
SUBSECTION (B).

(C) VENUE. THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN ANY JURISDICTION SET FORTH ABOVE.

(D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

ARTICLE XI: THE AGENT

11.1 APPOINTMENT; NATURE OF RELATIONSHIP. The First National Bank of
Chicago is appointed by the Lenders as the Agent hereunder and under each other
Loan Document, and each of the Lenders irrevocably authorizes the Agent to act
as the contractual representative of such Lender with the rights and duties
expressly set forth herein and in the other Loan Documents. The Agent agrees to
act as such contractual representative upon the express conditions contained in
this ARTICLE XI. Notwithstanding the use of the defined term "Agent," it is
expressly understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement and that the Agent is
merely acting as the representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Loan Documents. In its
capacity as the Lenders' contractual representative, the Agent (i) does not
assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of
the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code
and (iii) is acting as an independent contractor, the rights and duties of which
are limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Lenders, for itself and on behalf of its affiliates,
agrees to assert no claim against the Agent on any agency theory or any other
theory of liability for breach of fiduciary duty, all of which claims each
Lender waives.

11.2 POWERS. The Agent shall have and may exercise such powers under the
Loan Documents as are specifically delegated to the Agent by the terms of each
thereof, together with such powers as are reasonably incidental thereto. The
Agent shall have no implied duties or fiduciary duties to the Lenders, or any
obligation to the Lenders to take any action hereunder or under any of the other
Loan Documents except any action specifically provided by the Loan Documents
required

to be taken by the Agent.

11.3 GENERAL IMMUNITY. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is found in a final judgment by a court of
competent jurisdiction to have arisen solely from the Gross Negligence or
willful misconduct of such Person.

11.4 NO RESPONSIBILITY FOR LOANS, CREDITWORTHINESS, RECITALS, ETC. Neither
the Agent nor any of its directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into, or verify (i) any
statement, warranty or representation made in connection with any Loan Document
or any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of any obligor under any Loan Document; (iii) the
satisfaction of any condition specified in ARTICLE V, except receipt of items
required to be delivered solely to the Agent; (iv) the existence or possible
existence of any Default or (v) the validity, effectiveness or genuineness of
any Loan Document or any other instrument or writing furnished in connection
therewith. The Agent shall not be responsible to any Lender for any recitals,
statements, representations or warranties herein or in any of the other Loan
Documents, for the perfection or priority of the Liens on any of the Collateral,
or for the execution, effectiveness, genuineness, validity, legality,
enforceability, collectibility, or sufficiency of this Agreement or any of the
other Loan Documents or the transactions contemplated thereby, or for the
financial condition of any guarantor of any or all of the Obligations, the
Borrower or any of its Subsidiaries.

11.5 ACTION ON INSTRUCTIONS OF LENDERS. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan Document in accordance with written instructions signed by the
Required Lenders, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders and on all holders of
Notes. The Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

11.6 EMPLOYMENT OF AGENTS AND COUNSEL. The Agent may execute any of its
duties as the Agent hereunder and under any other Loan Document by or through
employees, agents, and attorney-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the Lenders
and all matters pertaining to the Agent's duties hereunder and under any other
Loan Document.

11.7 RELIANCE ON DOCUMENTS; COUNSEL. The Agent shall be entitled to rely
upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

11.8 THE AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Revolving Loan Commitments (i) for any amounts not reimbursed by the Borrower
for which the Agent is entitled to reimbursement by the

Borrower under the Loan Documents, (ii) for any other expenses incurred by the
Agent on behalf of the Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Loan Documents and (iii) for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Agent in any way relating to or
arising out of the Loan Documents or any other document delivered in connection
therewith or the transactions contemplated thereby, or the enforcement of any of
the terms thereof or of any such other documents, provided that no Lender shall
be liable for any of the foregoing to the extent any of the foregoing is found
in a final non-appealable judgment by a court of competent jurisdiction to have
arisen solely from the Gross Negligence or willful misconduct of the Agent.

11.9 RIGHTS AS A LENDER. With respect to its Revolving Loan Commitment,
its Term Loan Commitment, Loans made by it and the Notes issued to it, the Agent
shall have the same rights and powers hereunder and under any other Loan
Document as any Lender and may exercise the same as through it were not the
Agent, and the term "Lender" or "Lenders" shall, unless the context otherwise
indicates, include the Agent in its individual capacity. The Agent may accept
deposits from, lend money to, and generally engage in any kind of trust, debt,
equity or other transaction, in addition to those contemplated by this Agreement
or any other Loan Document, with the Borrower or any of its Subsidiaries in
which such Person is not prohibited hereby from engaging with any other Person.

11.10 LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender and based
on the financial statements prepared by the Borrower and such other documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Loan Documents. Each Lender
also acknowledges that it will, independently and without reliance upon the
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents.

11.11 SUCCESSOR AGENT. The Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right to appoint, on behalf of the Borrower and
the Lenders, a successor Agent. If no successor Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within thirty days after the retiring Agent's giving notice of resignation, then
the retiring Agent may appoint, on behalf of the Borrower and the Lenders, a
successor Agent. Notwithstanding anything herein to the contrary, so long as no
Default has occurred and is continuing, each such successor Agent shall be
subject to approval by the Borrower, which approval shall not be unreasonably
withheld. Such successor Agent shall be a commercial bank having capital and
retained earnings of at least $500,000,000. Upon the acceptance of any
appointment as the Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents. After any retiring Agent's resignation hereunder as Agent, the
provisions of this ARTICLE XI shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Agent hereunder and under the other Loan Documents.

11.12 COLLATERAL DOCUMENTS. (a) Each Lender authorizes the Agent to enter
into each of the Collateral Documents to which it is a party and to take all
action contemplated by such documents. Each Lender agrees that no Lender shall
have the right individually to seek to realize upon the security granted by any
Collateral Document, it being understood and agreed that such rights and

remedies may be exercised solely by the Agent for the benefit of the Holders of
Secured Obligations upon the terms of the Collateral Documents.

(b) In the event that any Collateral is hereafter pledged by any
Person as collateral security for the Obligations, the Agent is hereby
authorized to execute and deliver on behalf of the Holders of Secured
Obligations any Loan Documents necessary or appropriate to grant and perfect a
Lien on such Collateral in favor of the Agent on behalf of the Holders of
Secured Obligations.

(c) The Lenders hereby authorize the Agent, at its option and in its
discretion, to release any Lien granted to or held by the Agent upon any
Collateral (i) upon termination of the Commitments and payment and satisfaction
of all of the Obligations at any time arising under or in respect of this
Agreement or the Loan Documents or the transactions contemplated hereby or
thereby; (ii) as permitted by, but only in accordance with, the terms of the
applicable Loan Document; or (iii) if approved, authorized or ratified in
writing by the Required Lenders, unless such release is required to be approved
by all of the Lenders hereunder. Upon request by the Agent at any time, the
Lenders will confirm in writing the Agent's authority to release particular
types or items of Collateral pursuant to this SECTION 11.12(c).

(d) Upon any sale and transfer of Collateral which is expressly
permitted pursuant to the terms of any Loan Document, or consented to in writing
by the Requisite Lenders or all of the Lenders, as applicable, and upon at least
five (5) Business Days' prior written request by the Borrower, the Agent shall
(and is hereby irrevocably authorized by the Lenders to) execute such documents
as may be necessary to evidence the release of the Liens granted to the Agent
for the benefit of the Lenders herein or pursuant hereto upon the Collateral
that was sold or transferred; PROVIDED, HOWEVER, that (i) the Agent shall not be
required to execute any such document on terms which, in the Agent's opinion,
would expose the Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or warranty,
and (ii) such release shall not in any manner discharge, affect or impair the
Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary
in respect of) all interests retained by the Borrower or any Subsidiary,
including (without limitation) the proceeds of the sale, all of which shall
continue to constitute part of the Collateral.

ARTICLE XII: SETOFF; RATABLE PAYMENTS

12.1 SETOFF. In addition to, and without limitation of, any rights of the
Lenders under applicable law, if any Default occurs and is continuing, any
indebtedness from any Lender to the Borrower (including all account balances,
whether provisional or final and whether or not collected or available) may be
offset and applied toward the payment of the Obligations owing to such Lender,
whether or not the Obligations, or any part hereof, shall then be due.

12.2 RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Loans (other than payments received pursuant to
SECTIONS 4.1, 4.2 or 4.4) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligation or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to the obligations owing to them. In case any such payment is
disturbed by

legal process, or otherwise, appropriate further adjustments shall be made.

12.3 APPLICATION OF PAYMENTS. Subject to the provisions of SECTION 9.2,
the Agent shall, unless otherwise specified at the direction of the Required
Lenders which direction shall be consistent with the last sentence of this
SECTION 12.3, apply all payments and prepayments in respect of any Obligations
and all proceeds of the Collateral in the following order:

(A) first, to pay interest on and then principal of any portion of
the Loans which the Agent may have advanced on behalf of any Lender for
which the Agent has not then been reimbursed by such Lender or the
Borrower;

(B) second, to pay interest on and then principal of any advance made
under SECTION 10.3 for which the Agent has not then been paid by the
Borrower or reimbursed by the Lenders;

(D) fourth, to pay Obligations in respect of any fees, expenses,
reimbursements or indemnities then due to the Lenders and the issuer(s) of
Letters of Credit;

(E) fifth, to pay interest due in respect of Swing Line Loans;

(F) sixth, to pay interest due in respect of Loans (other than Swing
Line Loans) and L/C Obligations;

(G) seventh, to the ratable payment or prepayment of principal
outstanding on Swing Line Loans;

(H) eighth, to the ratable payment or prepayment of principal
outstanding on Loans (other than Swing Line Loans), Reimbursement
Obligations and Hedging Obligations under Interest Rate Agreements in such
order as the Agent may determine in its sole discretion;

(I) ninth, to provide required cash collateral, if required pursuant
to SECTION 3.11 and

(J) tenth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Borrower, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied FIRST, to the
outstanding Revolving Loans, and second, to the outstanding Term Loans, in each
case, first, to repay outstanding Floating Rate Loans, and THEN to repay
outstanding Eurocurrency Rate Loans with those Eurocurrency Rate Loans which
have earlier expiring Interest Periods being repaid prior to those which have
later expiring Interest Periods. The order of priority set forth in this
SECTION 12.3 and the related provisions of this Agreement are set forth solely
to determine the rights and priorities of the Agent, the Lenders, the Swing Line
Bank and the issuer(s) of Letters of Credit as among themselves. The order of
priority set forth in CLAUSES (D) through (J) of this SECTION 12.3 may at any
time and from time to time be changed by the Required Lenders without necessity
of notice to or consent of or approval by the Borrower, or any other Person;
PROVIDED, that the order of priority of payments in respect of Swing Line Loans
may be changed only with the prior written consent of the Swing Line Bank. The
order of priority set forth in CLAUSES (A) through (C) of

this SECTION 12.3 may be changed only with the prior written consent of the
Agent.

12.4 RELATIONS AMONG LENDERS.

(A) Except with respect to the exercise of set-off rights of any Lender in
accordance with SECTION 12.1, the proceeds of which are applied in accordance
with this Agreement, and except as set forth in the following sentence, each
Lender agrees that it will not take any action, nor institute any actions or
proceedings, against the Borrower or any other obligor hereunder or with respect
to any Loan Document, without the prior written consent of the Required Lenders
or, as may be provided in this Agreement or the other Loan Documents, at the
direction of the Agent.

(B) The Lenders are not partners or co-venturers, and no Lender shall be
liable for the acts or omissions of, or (except as otherwise set forth herein in
case of the Agent) authorized to act for, any other Lender. The Agent shall
have the exclusive right on behalf of the Lenders to enforce on the payment of
the principal of and interest on any Loan after the date such principal or
interest has become due and payable pursuant to the terms of this Agreement.

ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

13.1 SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in compliance
with SECTION 13.3 hereof. Notwithstanding clause (ii) of this SECTION 13.1, any
Lender may at any time, without the consent of the Borrower or the Agent, assign
all or any portion of its rights under this Agreement and its Notes to a Federal
Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the
transferor Lender from its obligations hereunder. The Agent may treat the payee
of any Note as the owner thereof for all purposes hereof unless and until such
payee complies with SECTION 13.3 hereof in the case of an assignment thereof or,
in the case of any other transfer, a written notice of the transfer is filed
with the Agent. Any assignee or transferee of a Note agrees by acceptance
thereof to be bound by all the terms and provisions of the Loan Documents. Any
request, authority or consent of any Person, who at the time of making such
request or giving such authority or consent is the holder of any Note, shall be
conclusive and binding on any subsequent holder, transferee or assignee of such
Note or of any Note or Notes issued in exchange therefor.

13.2 PARTICIPATIONS.

(A) PERMITTED PARTICIPANTS; EFFECT. Subject to the terms set forth in
this SECTION 13.2, any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("PARTICIPANTS") participating interests in any Loan owing to such
Lender, any Note held by such Lender, any Revolving Loan Commitment of such
Lender, any L/C Interest of such Lender or any other interest of such Lender
under the Loan Documents on a pro rata or non-pro rata basis. Notice of such
participation to the Borrower and the Agent shall be required prior to any
participation becoming effective with respect to a Participant which is not a
Lender or an Affiliate thereof. In the event of any such sale by a Lender of
participating interests to a Participant, such Lender's obligations under the
Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the holder of any such Note for all purposes under the
Loan Documents, all amounts payable by the Borrower under this Agreement shall
be determined as if such Lender had not sold such participating interests, and
the Borrower and the Agent shall continue

to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under the Loan Documents except that, for purposes of
ARTICLE IV hereof, the Participants shall be entitled to the same rights as if
they were Lenders.

(B) VOTING RIGHTS. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan or Revolving Loan Commitment in which such
Participant has an interest which forgives principal, interest or fees or
reduces the interest rate or fees payable pursuant to the terms of this
Agreement with respect to any such Loan or Revolving Loan Commitment, postpones
any date fixed for any regularly-scheduled payment of principal of, or interest
or fees on, any such Loan or Revolving Loan Commitment, or releases all or
substantially all of the Collateral, if any, securing any such Loan.

(C) BENEFIT OF SETOFF. The Borrower agrees that each Participant shall be
deemed to have the right of setoff provided in SECTION 12.1 hereof in respect to
its participating interest in amounts owing under the Loan Documents to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under the Loan Documents, PROVIDED that each Lender shall retain the
right of setoff provided in SECTION 12.1 hereof with respect to the amount of
participating interests sold to each Participant except to the extent such
Participant exercises its right of setoff. The Lenders agree to share with each
Participant, and each Participant, by exercising the right of setoff provided in
SECTION 12.1 hereof, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in
accordance with SECTION 12.2 as if each Participant were a Lender.

13.3 ASSIGNMENTS.

(A) PERMITTED ASSIGNMENTS. Any Lender may, in the ordinary course of its
business and in accordance with applicable law, at any time assign to one or
more banks or other entities ("PURCHASERS") all or a portion of its rights and
obligations under this Agreement (including, without limitation, its Revolving
Loan Commitment, all Loans owing to it, all of its participation interests in
existing Letters of Credit, and its obligation to participate in additional
Letters of Credit hereunder) in accordance with the provisions of this SECTION
13.3. Each assignment shall be of a constant, and not a varying, ratable
percentage of all of the assigning Lender's rights and obligations under this
Agreement. Such assignment shall be substantially in the form of EXHIBIT E
hereto and shall not be permitted hereunder unless such assignment is either for
all of such Lender's rights and obligations under the Loan Documents or, without
the prior written consent of the Agent, involves loans and commitments in an
aggregate amount of at least $5,000,000 (which minimum amount may be waived by
the Required Lenders after the occurrence of a Default or Unmatured Event of
Default). The consent of the Agent, shall be required prior to an assignment
becoming effective with respect to a Purchaser which is not a Lender or an
Affiliate thereof. Each Lender with a Revolving Loan Commitment shall at all
times have a Tranche A Pro Rata Share of the Tranche A Term Loans equal to its
pro rata share of the aggregate Revolving Loan Commitments.

(B) EFFECT; EFFECTIVE DATE. Upon (i) delivery to the Agent of a notice of
assignment, substantially in the form attached as APPENDIX I to EXHIBIT E hereto
(a "NOTICE OF ASSIGNMENT"), together with any consent required by SECTION
13.3.(A) hereof, and (ii) payment of a $3,500 fee by the assignee or the
assignor (as agreed) to the Agent for processing such assignment, such
assignment shall become effective on the effective date specified in such Notice
of Assignment. The Notice of Assignment shall contain a representation by the
Purchaser to the effect that none of the consideration used to make the purchase
of the Commitment, Loans and L/C Obligations under the

applicable assignment agreement are "plan assets" as defined under ERISA and
that the rights and interests of the Purchaser in and under the Loan Documents
will not be "plan assets" under ERISA. On and after the effective date of such
assignment, such Purchaser, if not already a Lender, shall for all purposes be a
Lender party to this Agreement and any other Loan Documents executed by the
Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party hereto, and no
further consent or action by the Borrower, the Lenders or the Agent shall be
required to release the transferor Lender with respect to the percentage of the
Aggregate Revolving Loan Commitment, Loans and Letter of Credit participations
assigned to such Purchaser. Upon the consummation of any assignment to a
Purchaser pursuant to this SECTION 13.3(B), the transferor Lender, the Agent and
the Borrower shall make appropriate arrangements so that replacement Notes are
issued to such transferor Lender and new Notes or, as appropriate, replacement
Notes, are issued to such Purchaser, in each case in principal amounts
reflecting their Revolving Loan Commitment and their Term Loans, as adjusted
pursuant to such assignment.

(C) THE REGISTER. The Agent shall maintain at its address referred to in
SECTION 14.1 a copy of each assignment delivered to and accepted by it pursuant
to this SECTION 13.3 and a register (the "REGISTER") for the recordation of the
names and addresses of the Lenders and the Revolving Loan Commitment of and
principal amount of the Loans owing to, each Lender from time to time and
whether such Lender is an original Lender or the assignee of another Lender
pursuant to an assignment under this SECTION 13.3. The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower and each of its Subsidiaries, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

13.4 CONFIDENTIALITY. Subject to SECTION 13.5, the Agent and the Lenders
and their respective representatives shall hold all nonpublic information
obtained pursuant to the requirements of this Agreement and identified as such
by the Borrower in accordance with such Person's customary procedures for
handling confidential information of this nature and in accordance with safe and
sound banking practices and in any event may make disclosure reasonably required
by a prospective Transferee in connection with the contemplated participation or
assignment or as required or requested by any Governmental Authority or
representative thereof or pursuant to legal process and shall require any such
Transferee to agree (and require any of its Transferees to agree) to comply with
this SECTION 13.4. In no event shall the Agent or any Lender be obligated or
required to return any materials furnished by the Borrower; PROVIDED, HOWEVER,
each prospective Transferee shall be required to agree that if it does not
become a participant or assignee it shall return all materials furnished to it
by or on behalf of the Borrower in connection with this Agreement.

13.5 DISSEMINATION OF INFORMATION. The Borrower authorizes each Lender to
disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "TRANSFEREE") and any
prospective Transferee any and all information in such Lender's possession
concerning the Borrower and its Subsidiaries; PROVIDED that prior to any such
disclosure, such prospective Transferee shall agree to preserve in accordance
with SECTION 13.4 the confidentiality of any confidential information described
therein.

ARTICLE XIV: NOTICES

14.1 GIVING NOTICE. Except as otherwise permitted by SECTION 2.14 with
respect to

Borrowing/Conversion/Continuation Notices, all notices and other communications
provided to any party hereto under this Agreement or any other Loan Documents
shall be in writing or by telex or by facsimile and addressed or delivered to
such party at its address set forth below its signature hereto or at such other
address as may be designated by such party in a notice to the other parties.
Any notice, if mailed and properly addressed with postage prepaid, shall be
deemed given when received; any notice, if transmitted by telex or facsimile,
shall be deemed given when transmitted (answerback confirmed in the case of
telexes).

14.2 CHANGE OF ADDRESS. The Borrower, the Agent and any Lender may each
change the address for service of notice upon it by a notice in writing to the
other parties hereto.

ARTICLE XV: COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart. This Agreement shall be
effective when it has been executed by the Borrower, the Agent and the Lenders
and each party has notified the Agent by telex or telephone, that it has taken
such action.

[Remainder of This Page Intentionally Blank]

IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have executed
this Agreement as of the date first above written.

IFR SYSTEMS, INC., as the Borrower

By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer

Address:
00000 Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxx 00000

Attention: Chief Financial Officer
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

THE FIRST NATIONAL BANK OF
CHICAGO, as Agent and as a Lender

By: /s/ Xxxxx Xxx Green
----------------------------
Name: Xxxxx Xxx Green
Title: Managing Director

Address:
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxx Green
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000

Signature Page to Credit Agreement
dated as of February 5, 1998

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CREDIT AGREEMENT

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