BERG ELECTRONICS CORP /DE/, 10-Q, 1997-10-28

BERG ELECTRONICS CORP /DE/
10-Q, 1997-10-28
ELECTRONIC CONNECTORS

Previous: EMPLOYEE SOLUTIONS INC, 8-K, 1997-10-28

Next: BANK ONE TEXAS NATIONAL ASSOCIATION, 8-K, 1997-10-28

<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1997
------------------------------------
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ---------------- to ----------------

1-14080
(Commission File Number)

Berg Electronics Corp.
(Exact name of Registrant as specified in charter)

Delaware
(State or other jurisdiction of incorporation or organization)

75-2451903
(I.R.S. Employer Identification No.)

101 South Hanley Road
St. Louis, MO 63105
(314) 726-1323
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

YES [X] NO [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

Outstanding at
Class October 27, 1997(1)
----- -------------------
Common Stock 39,029,810
Class A Common Stock 1,983,546

(1) Adjusted to reflect the Company's two-for-one stock split in the form
of a 100% stock dividend, paid on October 20, 1997 to holders of
record on September 29, 1997.
<PAGE> 2

BERG ELECTRONICS CORP. & SUBSIDIARIES

INDEX

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page
<S> <C>
Berg Electronics Corp. & Subsidiaries
Condensed Consolidated Balance Sheets as of December 31, 1996
and September 30, 1997 3
Condensed Consolidated Statements of Operations for the three
and nine months ended September 30, 1996 and 1997 4
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 1996 and 1997 5
Notes to Condensed Consolidated Financial Statements 6

Management's Discussion and Analysis of Financial Condition and
Results of Operations 8

PART II - OTHER INFORMATION 11

SIGNATURES 12

EXHIBIT 11 - COMPUTATION OF NET EARNINGS (LOSS) PER SHARE 14

EXHIBIT 27a - FINANCIAL DATA SCHEDULE 15
</TABLE>
<PAGE> 3
BERG ELECTRONICS CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

<TABLE>
<CAPTION>
December 31, September 30,
1996 1997
------------ -------------
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,999 $ 8,786
Accounts receivable, net 104,134 135,377
Inventories 91,823 93,612
Prepaid expenses and other 13,935 17,117
--------- ---------
Total current assets 218,891 254,892
Property, plant and equipment, net 259,905 264,033
Intangibles and other assets 203,211 182,866
--------- ---------
Total assets $ 682,007 $ 701,791
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current maturities of long-term obligations $ 33,912 $ 26,412
Accounts payable 60,822 69,993
Accrued liabilities 82,997 95,166
--------- ---------
Total current liabilities 177,731 191,571
Long-term obligations, less current maturities 324,646 331,553
Other long-term liabilities 40,738 39,158
Stockholders' equity:
Contributed capital 116,504 116,697
Retained earnings 19,836 40,571
Cumulative translation adjustments 2,552 (17,759)
--------- ---------
Total stockholders' equity 138,892 139,509
--------- ---------
Total liabilities and stockholders' equity $ 682,007 $ 701,791
========= =========

</TABLE>
See accompanying notes to the condensed consolidated financial statements.
<PAGE> 4
BERG ELECTRONICS CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ---------------------
1996 1997 1996 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 172,537 $ 195,792 $ 530,718 $ 586,808
Operating expenses:
Cost of goods sold 112,201 127,182 346,537 378,523
Selling, general and
administrative 38,724 42,588 119,247 127,865
Amortization and other 3,240 4,327 9,732 12,867
--------- --------- --------- ---------
Operating income 18,372 21,695 55,202 67,553
Other income (expense):
Interest expense (6,964) (6,899) (21,612) (20,586)
Amortization of deferred
financing costs (708) (348) (2,680) (1,866)
Other, net (34) (1,014) 1,491 (1,474)
--------- --------- --------- ---------
Income before income tax
provision and extraordinary
items 10,666 13,434 32,401 43,627
Income tax provision 4,106 5,226 12,674 16,928
--------- --------- --------- ---------
Income before extraordinary
items 6,560 8,208 19,727 26,699
Extraordinary items - losses
on early extinguishment of
debt, net of income tax
benefits of $3,734,
$12,443 and $3,734, -- (5,964) (18,664) (5,964)
respectively -------- -------- -------- --------
Net income 6,560 2,244 1,063 20,735
Preferred stock:
Accretion and dividends -- -- (5,469) --
Excess of fair value over
book value of redemption
and purchase -- -- (21,866) --
--------- --------- --------- ---------

Net income (loss) applicable
to common shares $ 6,560 $ 2,244 $ (26,272) $ 20,735
========= ========= ========= =========

Net income (loss) per common
share before extraordinary
items $ 0.16 $ 0.20 $ (0.20) $ 0.64
========= ========= ========= =========

Net income (loss) per common
share $ 0.16 $ 0.05 $ (0.70) $ 0.50
========= ========= ========= =========

</TABLE>
See accompanying notes to the condensed consolidated financial statements.
<PAGE> 5
BERG ELECTRONICS CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------------
1996 1997
--------- ---------
<S> <C> <C>
Cash flows provided by (used in) operating
activities:
Net income $ 1,063 $ 20,735
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Extraordinary items 31,107 9,698
Depreciation 33,590 34,563
Amortization and other non-cash charges 12,411 14,733
Change in assets and liabilities:
Accounts receivable 2,972 (36,805)
Inventories (18,871) (6,813)
Prepaid expenses and other (3,312) (5,224)
Accounts payable (11,076) 11,322
Accrued and other liabilities 6,497 15,958
Other, net (16,102) (6,970)
--------- ---------
Net cash from operating activities 38,279 51,197
--------- ---------
Cash flows provided by (used in)
investing activities:
Capital expenditures, net (42,849) (48,706)
--------- ---------
Net cash from investing activities (42,849) (48,706)
--------- ---------
Cash flows provided by (used in)
financing activities:
Proceeds from issuance of long-term obligations 381,093 477,533
Repayment of long-term obligations (362,786) (478,533)
Financing costs (25,208) (1,235)
Proceeds from issuance of common stock 54 193
Equity proceeds 147,033 --
Redemption and purchase of preferred stock (143,005) --
--------- ---------
Net cash from financing activities (2,819) (2,042)
--------- ---------
Effect of exchange rate changes on cash (44) (662)
--------- ---------
Net change in cash and cash equivalents (7,433) (213)
Cash and cash equivalents at beginning of the period 19,601 8,999
--------- ---------
Cash and cash equivalents at end of the period $ 12,168 $ 8,786
========= =========
</TABLE>

See accompanying notes to the condensed consolidated financial statements.
<PAGE> 6
BERG ELECTRONICS CORP. & SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(Unaudited)

1. BASIS OF PRESENTATION

Unaudited Interim Condensed Consolidated Financial Statements

The unaudited interim condensed consolidated financial statements
reflect all adjustments consisting only of normal recurring
adjustments which are, in the opinion of management, necessary for a
fair presentation of financial position and results of operations.
The results for the three and nine months ended September 30, 1997,
are not necessarily indicative of the results that may be expected for
a full fiscal year.

Statement of Cash Flows

Interest paid for the nine months ended September 30, 1996 and 1997,
is approximately $20,300 and $21,500, respectively. Income taxes paid
for the nine months ended September 30, 1996 and 1997, is
approximately $3,700 and $2,900, respectively.

2. INVENTORIES

The composition of inventories at September 30, 1997, is as follows:

<TABLE>
<S> <C>
Raw materials $ 30,826
Work-in-process 31,182
Finished goods 31,604
----------
Total $ 93,612
==========
</TABLE>

The carrying value of inventories valued at LIFO, at September 30,
1997, is approximately $39,600 and its current cost is approximately
$31,300.

3. CURRENT EVENTS

On October 29, 1997, the Company filed a Registration Statement on
Form S-3 with the Securities and Exchange Commission, to register
9,537,467 shares, on behalf of certain selling shareholders. Sale of
shares under this offering is expected to be completed in November
1997.

On October 20, 1997, the Company paid a 2-for-1 split of its
Common Stock, $0.01 par value per share, and its Class A Common Stock,
$0.01 par value per share, effected in the form of a 100% stock
dividend to holders of record on September 29, 1997. All share and per
share data in the accompanying condensed consolidated financial
statements for all periods presented have been restated to give effect
to this stock split.

On August 7, 1997, the Company entered into a new credit facility (the
"New Credit Facility") that was used to extinguish and replace the
Credit Agreement dated February 29, 1996, as amended December 18, 1996
(the "IPO Credit Facility"). The refinancing resulted in a write off
of $9,698 of deferred financing costs. This write off, net of income
tax, is classified as an extraordinary item on the condensed
consolidated statements of operations for the three and nine months
ended September 30, 1997.

<PAGE> 7
The New Credit Facility consists of a $250,000 term loan (the "New
Term Loan") and a $300,000 Revolving Credit Facility (the "New
Revolving Facility"). The New Term Loan, which matures on December
31, 2003, provides for semi-annual mandatory principal payments
beginning on December 31, 1997. Amounts outstanding under the New
Revolving Facility are due on December 31, 2003. Borrowings under the
New Credit Facility bear interest, at the option of the Company, at a
rate per annum equal to (i) the Agent's Alternate Base Rate (as
defined in the New Credit Facility) or (ii) 0.75% plus the Eurodollar
rate per annum. Interest payment dates with respect to the New
Revolving Credit Facility vary depending on the interest rate option
selected by the Company, but generally, interest is payable quarterly.
The commitment fee on the unused portion of the New Revolving Facility
is 0.25% per annum on the average daily unused balance. The New
Credit Facility contains several financial covenants that, among other
things, require the Company to maintain certain financial ratios and
restrict the Company's ability to incur indebtedness, make capital
expenditures, and pay cash dividends.

In February 1997, the Financial Accounting Standards Board adopted
SFAS No. 128, Earnings Per Share, which establishes standards for
computing and presenting earnings per share. SFAS No. 128 is
effective for financial statements issued for periods ending after
December 15, 1997. Early adoption is not permitted. The effect of
the adoption of SFAS No. 128 will not have a significant impact on
earnings per share for the quarters and periods ended September 30,
1996 and 1997 as shown in the tables below.

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- --------------------
1996 1997 1996 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Basic Earnings (Loss) Per Share:
Income (loss) before extraordinary items $ 0.16 $ 0.20 $ (0.20) $ 0.65
======== ======== ======== ========

Net income (loss) $ 0.16 $ 0.05 $ (0.70) $ 0.51
======== ======== ======== ========

Diluted Earnings (Loss) Per Share:
Income (loss) before extraordinary items $ 0.16 $ 0.20 $ (0.20) $ 0.64
======== ======== ======== ========

Net income (loss) $ 0.16 $ 0.05 $ (0.70) $ 0.50
======== ======== ======== ========
</TABLE>

Basic earnings (loss) per common share were computed by dividing net
income (loss) by the weighted average number of share of common stock
outstanding during the period. Diluted earnings (loss) per common
share for the quarter ended September 30, 1996, included the effect of
conversions of options; for the nine months ended September 30, 1996,
diluted earnings (loss) per common share did not include the effect of
conversions of options, as the effect was antidilutive. For the
quarter and six months ended September 30, 1997, diluted earnings per
share were determined on the assumption that the options issued and
outstanding were exercised as of the beginning of the period. For the
quarter and nine months ended September 30, 1997, basic loss per share
for extraordinary items was $(0.15) and diluted loss per share for
extraordinary items was $(0.14). For the nine months ended September
30, 1996, basic and diluted loss per share for extraordinary items was
$(0.50).

<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Three Months Ended September 30, 1996 Compared to Three Months Ended September
30, 1997

Net sales for the three months ended September 30, 1997 were $195.8 million,
representing a $23.3 million, or 13.5%, increase from the comparable period in
1996.

North American sales represented approximately 48% of consolidated sales and
increased $1.5 million, or 1.5%, in the third quarter of 1997 compared to the
third quarter of 1996. This increase is due primarily to strong mobile,
telecom, datacom and networking demand, and a broadening customer base. This
increase was somewhat offset by the transfer of certain customer programs to
the Company's European and Asian locations in 1997, compared to U.S. sales
sources for these programs in 1996.

Sales in Europe represented approximately 27% of consolidated sales for the
three months ended September 30, 1997, and increased by $15.2 million, or
39.9%, due in part to the acquisition of the captive connector division of
Ericsson Telecom AB on December 31, 1996, in part to greater demand for the
Company's products in most end-user (primarily telecommunications) and
geographic markets, and in part to the transfer of certain customer programs to
European sources in 1997 compared to U.S sales sources for these programs in
1996. These increases were partially offset by unfavorable effects of currency
changes between years in most countries in the region, with the exception of
the U.K. Sales in Asia Pacific made up approximately 25% of consolidated sales
for the third quarter of 1997 and increased $6.6 million, or 15.8%. The
improvement in Asia Pacific was primarily due to increased demand for the
Company's products in end-user markets (both computers and telecommunications)
and in part to the transfer of certain customer programs to Asian sources in
1997 compared to U.S. sales sources for these programs in 1996. These
increases were partially offset by the unfavorable effects of currency changes
between years, primarily in Japan. Changing currencies adversely impacted
sales recorded in Europe and Asia Pacific, reducing sales by approximately 7.0%
on a combined basis, in the third quarter of 1997 compared to the third quarter
of 1996.

Due primarily to increased sales volumes, cost of goods sold for the three
months ended September 30, 1997 increased by $15.0 million, or 13.4%, over the
comparable period in 1996. The increase was partially offset by the favorable
impact of the stronger U.S dollar against currencies in Europe and Asia
Pacific. Cost of goods sold remained at 65.0% of sales for the third quarter
of 1997, the same result achieved during the comparable period in 1996. Cost
reductions in 1997 compared to 1996 were offset by the greater costs, incurred
in the Company's expanded European operations, during the holiday period
experienced throughout Europe during the third quarter each year.

Selling, general and administrative expenses in the third quarter of 1997
increased by $3.9 million, or 10.0%, over the comparable period in 1996, but as
a percentage of sales decreased from 22.4% to 21.8%. The increase in costs is
generally due to increased sales volumes, and the improvement in costs as a
percentage of sales is due in part to cost reduction and containment activities
and also to the spreading of the fixed components of such expenses over a
higher sales volume.

Other net expense increased $0.6 million, from $7.7 million in the third
quarter of 1996 to $8.3 million in the third quarter of 1997, due to higher
non-recurring non-operating costs, including net currency gains and losses,
offset by lower costs of the Company's New Credit Facility experienced
subsequent to the completion of the replacement of the IPO Credit Facility in
August 1997.
<PAGE> 9
Nine Months Ended September 30, 1996 Compared to Nine Months Ended September
30, 1997

Net sales for the nine months ended September 30, 1997 were $586.8 million,
representing a $56.1 million, or 10.6%, increase from the comparable period in
1996.

North American sales represented approximately 49% of consolidated net sales
for the nine months ended September 31, 1997 and decreased $1.4 million, or
0.5%, in the first nine months of 1997 compared to the comparable period in
1996. This decrease was due primarily to the transfer of certain customer
programs to the Company's European and Asia Pacific locations in 1997, compared
to U.S. sales sources for these programs in 1996. Strong mobile, telecom,
datacom, personal computer and networking demand, and a broadening customer
base, including increased sales through distribution, served to offset weakness
in the high-end data market.

Sales in Europe were approximately 28% of consolidated net sales for the first
three quarters of 1997 and increased by $45.7 million, or 38.8%, compared to
the same period in 1996. The increase was due in part to the acquisition of
the captive connector business of Ericsson Telecom AB on December 31, 1996, in
part to greater demand for the Company's products in most end-user (primarily
telecommunications) and geographic markets and in part to the transfer of
certain customer programs to European sources in 1997 compared to U.S sales
sources for these programs in 1996. These increases were partially offset by
unfavorable effects of currency changes between years in most countries in the
region, with the exception of the U.K. Sales in Asia Pacific made up
approximately 23% of consolidated sales for the first nine months of 1997 and
increased $11.7 million, or 9.4%. The improvement in Asia Pacific was
primarily due to increased demand for the Company's products in end-user
markets (both computers and telecommunications) and in part to the transfer of
certain customer programs to Asian sources in 1997 compared to U.S. sales
sources for these programs in 1996. These increases were partially offset by
the unfavorable effects of currency changes between years, primarily in Japan.
Changing currencies adversely impacted sales recorded in Europe and Asia
Pacific, reducing sales by approximately 8.4% on a combined basis, in the first
three quarters of 1997 compared to the first nine months of 1996.

Due primarily to increased sales volumes, cost of goods sold for the nine
months ended September 30, 1997 increased by $32.0 million, or 9.2%, over the
comparable period in 1996. The increase was partially offset by the favorable
impact of the stronger U.S dollar against currencies in Europe and Asia
Pacific. As a result of cost containment and reduction activities and the
spreading fixed costs over a larger sales volume, cost of goods sold as a
percent of sales improved to 64.5% of sales for the first three quarters of
1997, compared to 65.3% for the same period in 1996.

Selling, general and administrative expenses for the first three quarters of
1997 increased by $8.6 million, or 7.2%, over the comparable period in 1996,
but as a percentage of sales decreased from 22.5% to 21.8%. The increase in
costs is generally due to increased sales volumes, and the improvement in costs
as a percentage of sales is due in part to cost reduction and containment
activities and also to the spreading of the fixed components of such expenses
over a higher sales volume.

Other net expense increased $1.1 million, from $22.8 million in the first nine
months of 1996 to $23.9 million in the first nine months of 1997 due to higher
non-recurring non-operating costs including net currency gains and losses which
were offset by lower costs of the Company's New Credit Facility experienced
subsequent to the completion of the replacement of the IPO Credit Facility in
August 1997.
<PAGE> 10

Liquidity and Capital Resources

Net cash provided by operating activities was $51.2 million for the nine months
ended September 30, 1997, which compares to $38.3 million provided by operating
activities for the comparable period in 1996. The increase in cash generated
by operations is primarily due to increased earnings, offset by net investment
in working capital to support the increased sales volumes.

Net cash used in investing activities was $48.7 million for the nine months
ended September 30, 1997, compared to net cash used of $42.8 million for the
nine months ended September 30, 1996. The net cash used in investing
activities for the first nine months of 1997 included the purchase of the
Company's manufacturing facility in Iwaki City, Japan, previously held under
lease, and for the first nine months of 1996 includes construction costs of the
new Huntingdon County facility. For the first nine months of 1997 and 1996,
the remainder represents capital expenditures.

Net cash used by financing activities was $2.0 million during the three
quarters ended September 30, 1997, compared to $2.8 million for the comparable
period in 1996. The net use of cash during the first nine months of 1997
included (i) loan payments made under each of the Company's IPO Credit
Facility, prior to its extinguishment, and under the New Credit Facility
thereafter, (ii) the extinguishment of all borrowings outstanding under the IPO
Credit Facility, plus fees for the New Credit Facility, and (iii) required
payments under the Company's financing arrangements secured by the Huntingdon
County plant and under a seller note financing a previous acquisition. These
uses of cash were offset by (a) funds borrowed under the New Credit Facility,
and (b) and funds borrowed under a financing arrangement secured by the
Company's Iwaki City, Japan plant. The net uses of cash in the first nine
months of 1996 represent funds used to (i) repay the Company's credit agreement
that preceded the IPO Credit Facility, (ii) redeem and purchase all of the
outstanding shares of Preferred Stock, (iii) redeem and purchase all
outstanding Debentures, (iv) pay financing costs related to the aforementioned
transactions, and (v) repay indebtness under the IPO Credit Facility, offset by
proceeds from the Company's IPO Credit Facility, initial public offering and
Huntingdon County plant financing arrangements. The New Credit Facility,
compared to the IPO Credit Facility, affords the Company greater financial
flexibility through (i) lower borrowing costs, as long as financial ratios are
maintained (ii) greater borrowing capacity, and (iii) less restrictive
limitations on capital expenditures, acquisitions and borrowings outside of the
U.S. At September 30, 1997, the Company had approximately $200 million
borrowing capacity available under the New Credit Facility.
<PAGE> 11
PART II. OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits Filed as Part of this Report

Exhibit
No. Description of Exhibit
------- ----------------------

3.1 Certificate of Elimination of Series B Preferred Stock and Series D
Preferred Stock of Berg Electronics Corp., dated September 11,
1996.(3)

3.2 [Item intentionally omitted.]

3.3 Certificate of Incorporation of Berg Electronics Corp. f/k/a Berg
Electronics Group, Inc.; f/k/a Berg Electronics Holdings Corp.;
f/k/a Berg CS Holdings, Inc., together with amendments thereto.(1)

3.4 Certificate of Amendment to Certificate of Incorporation, dated
February 29, 1996, of Berg Electronics Corp. (2)

3.5 Bylaws of Berg Electronics Corp. (1)

10.1 Amended and Restated Credit Agreement, dated as of August 7, 1997
among Berg Electronics Group, Inc., Berg Electronics Corp., the
banks and other financial institutions from time to time parties
thereto, and The Chase Manhattan Bank, as Agent for the Lenders.*

10.2** Second Amended and Restated Executive Employement Agreement, dated
as of November 1, 1997, by and among James N. Mills, Berg
Electronics Corp., Berg Electronics Group, Inc. and certain of its
subsidiaries.*

10.3** Second Amended and Restated Executive Employement Agreement, dated
as of November 1, 1997, by and among Robert N. Mills, Berg
Electronics Corp., Berg Electronics Group, Inc. and certain of its
subsidiaries.*

10.4** Second Amended and Restated Executive Employement Agreement, dated
as of November 1, 1997, by and among David M. Sindelar, Berg
Electronics Corp., Berg Electronics Group, Inc. and certain of its
subsidiaries.*

10.5** Second Amended and Restated Executive Employement Agreement, dated
as of November 1, 1997, by and among W. Thomas McGhee, Berg
Electronics Corp., Berg Electronics Group, Inc. and certain of its
subsidiaries.*

10.6** Second Amended and Restated Executive Employement Agreement, dated
as of November 1, 1997, by and among Larry S. Bacon, Berg
Electronics Corp., Berg Electronics Group, Inc. and certain of its
subsidiaries.*

10.7** Second Amended and Restated Executive Employment Agreement, dated
as of November 1, 1997, by and among Timothy L. Conlon, Berg
Electronics Corp. and Berg Electronics Group, Inc.*

11.0 Computation of Net Earnings (Loss) Per Share.*

27.0 Financial Data Schedule.*

(1) Filed previously as an exhibit to the Registration Statement of Berg
Electronics Corp. on Form S-1, Registration No. 33-98240, and
incorporated by reference herein.
(2) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-K
for the fiscal year ended December 31, 1995, and incorporated by
reference herein.
(3) Filed previously as an exhibit to the Berg Electronics Corp. Forms
10-Q and 10-Q/A for the quarter ended March 31, 1997, and incorporated
by reference herein.

* Filed herewith.
** Indicates a management contract or compensatory plan or arrangement.

(b) Reports on Form 8-K.

Berg Electronics Corp. Form 8-K filing dated August 25, 1997 - Item 5
Other Events.
<PAGE> 12
SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

BERG ELECTRONICS CORP.

Dated: October 28, 1997 By: /s/ JOSEPH S. CATANZARO
-------------------------------
Name: Joseph S. Catanzaro
Title: Chief Accounting Officer
<PAGE> 13
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<S> <C>
3.1 Certificate of Elimination of Series B Preferred Stock and Series D
Preferred Stock of Berg Electronics Corp., dated September 11,
1996.(3)

3.2 [Item intentionally omitted.]

3.4 Certificate of Amendment to Certificate of Incorporation, dated
February 29, 1996, of Berg Electronics Corp.(2)

3.5 Bylaws of Berg Electronics Corp.(1)

10.2** Second Amended and Restated Executive Employment Agreement, dated
as of November 1, 1997, by and among James N. Mills, Berg
Electronics Corp., Berg Electronics Group, Inc. and certain of its
subsidiaries.*

10.3** Second Amended and Restated Executive Employment Agreement, dated
as of November 1, 1997, by and among Robert N. Mills, Berg
Electronics Corp., Berg Electronics Group, Inc. and certain of its
subsidiaries.*

10.7** Second Amended and Restated Executive Employment Agreement, dated
as of November 1, 1997, by and among Timothy L. Conlon, Berg
Electronics Corp. and Berg Electronics Group, Inc.*

11.0 Computation of Net Earnings (Loss) Per Share.*

27.0 Financial Data Schedule.*

</TABLE>

* Filed herewith.
** Indicates a management contract or compensatory plan or arrangement.

<PAGE> 1
[EXECUTION COPY]
================================================================================

AMENDED AND RESTATED
CREDIT AGREEMENT

DATED AS OF AUGUST 7, 1997

among

BERG ELECTRONICS GROUP, INC.,
as Borrower,

BERG ELECTRONICS CORP.,
as Guarantor,

THE SEVERAL LENDERS
FROM TIME TO TIME PARTIES HERETO

and

THE CHASE MANHATTAN BANK,
as Agent

================================================================================

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions . . . . . . . . . . . . . . . . 28

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS . . . . . . . . . . . . . . . . 29
2.1 Revolving Credit Commitments . . . . . . . . . . . . . . . . . 29
2.2 Revolving Credit Notes . . . . . . . . . . . . . . . . . . . . 29
2.3 Procedure for Revolving Credit Borrowing . . . . . . . . . . . 30
2.4 Commitment Fee; Agent Fees . . . . . . . . . . . . . . . . . . 30
2.5 Termination or Reduction of Revolving Credit Commitments . . . 30
2.6 Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2.7 Term Notes . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2.8 [Intentionally Deleted]. . . . . . . . . . . . . . . . . . . . 32
2.9 Optional Prepayments . . . . . . . . . . . . . . . . . . . . . 32
2.10 Mandatory Prepayments and Revolving Credit Commitment
Reductions . . . . . . . . . . . . . . . . . . . . . . . . . 33
2.11 Conversion and Continuation Options . . . . . . . . . . . . . 34
2.12 Minimum Amounts of Tranches . . . . . . . . . . . . . . . . . 35
2.13 Swing Line Commitment . . . . . . . . . . . . . . . . . . . . 35

SECTION 3. LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . 37
3.1 The L/C Commitment . . . . . . . . . . . . . . . . . . . . . . 37
3.2 Procedure for Issuance of Letters of Credit . . . . . . . . . 38
3.3 Fees, Commissions and Other Charges . . . . . . . . . . . . . 38
3.4 L/C Participations . . . . . . . . . . . . . . . . . . . . . . 38
3.5 Reimbursement Obligation of the Borrower . . . . . . . . . . . 40
3.6 Obligations Absolute . . . . . . . . . . . . . . . . . . . . . 40
3.7 Letter of Credit Payments . . . . . . . . . . . . . . . . . . 40
3.8 Letter of Credit Applications . . . . . . . . . . . . . . . . 40
3.9 Existing Letters of Credit . . . . . . . . . . . . . . . . . . 41

SECTION 4. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 41
4.1 Interest Rates and Payment Dates . . . . . . . . . . . . . . . 41
4.2 Computation of Interest and Fees . . . . . . . . . . . . . . . 41
4.3 Inability to Determine Interest Rate . . . . . . . . . . . . . 42
4.4 Pro Rata Treatment and Payments . . . . . . . . . . . . . . . 42
4.5 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . 44
4.6 Requirements of Law . . . . . . . . . . . . . . . . . . . . . 45
4.7 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
4.8 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . 48
4.9 Replacement of Lender . . . . . . . . . . . . . . . . . . . . 49
</TABLE>

i
<PAGE> 3

<TABLE>
<CAPTION>
Page(s)
-------
<S> <C> <C>
SECTION 5. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . 50
5.1 Financial Condition . . . . . . . . . . . . . . . . . . . . . 50
5.2 No Change . . . . . . . . . . . . . . . . . . . . . . . . . . 51
5.3 Corporate Existence; Compliance with Law . . . . . . . . . . . 51
5.4 Corporate Power; Authorization; Enforceable Obligations . . . 51
5.5 No Legal Bar . . . . . . . . . . . . . . . . . . . . . . . . . 51
5.6 No Material Litigation . . . . . . . . . . . . . . . . . . . . 52
5.7 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . 52
5.8 Ownership of Property; Liens . . . . . . . . . . . . . . . . . 52
5.9 Intellectual Property . . . . . . . . . . . . . . . . . . . . 52
5.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
5.11 Federal Regulations . . . . . . . . . . . . . . . . . . . . . 53
5.12 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
5.13 Investment Company Act; Other Regulations . . . . . . . . . . 53
5.14 Subsidiaries, Etc . . . . . . . . . . . . . . . . . . . . . . 53
5.15 Purpose of Loans . . . . . . . . . . . . . . . . . . . . . . 54
5.16 Environmental Matters . . . . . . . . . . . . . . . . . . . . 54
5.17 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.18 Security Documents. . . . . . . . . . . . . . . . . . . . . . 55
5.19 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . 56
5.20 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 6. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . 56
6.1 [Intentionally Deleted]. . . . . . . . . . . . . . . . . . . . 56
6.2 Conditions to Each Loan . . . . . . . . . . . . . . . . . . . 56
6.3 Conditions to Amendment and Restatement Effective Date . . . . 57

SECTION 7. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . 59
7.1 Financial Statements . . . . . . . . . . . . . . . . . . . . . 60
7.2 Certificates; Other Information . . . . . . . . . . . . . . . 60
7.3 Payment of Obligations . . . . . . . . . . . . . . . . . . . . 61
7.4 Conduct of Business and Maintenance of Existence . . . . . . . 62
7.5 Maintenance of Property; Insurance . . . . . . . . . . . . . . 62
7.6 Inspection of Property; Books and Records; Discussions . . . . 62
7.7 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
7.8 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . 63
7.9 Pledge of After-Acquired Capital Stock . . . . . . . . . . . . 64
7.10 [Intentionally Deleted]. . . . . . . . . . . . . . . . . . . 64
7.11 [Intentionally Deleted]. . . . . . . . . . . . . . . . . . . 64

SECTION 8. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . 64
8.1 Financial Condition Covenants . . . . . . . . . . . . . . . . 64
8.2 Limitation on Indebtedness . . . . . . . . . . . . . . . . . . 66
8.3 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . 69
8.4 Limitation on Guarantee Obligations . . . . . . . . . . . . . 71
</TABLE>

ii
<PAGE> 4

<TABLE>
<CAPTION>
Page(s)
-------
<S> <C> <C>
8.5 Limitation on Fundamental Changes . . . . . . . . . . . . . . 72
8.6 Limitation on Sale of Assets . . . . . . . . . . . . . . . . . 72
8.7 Limitation on Dividends . . . . . . . . . . . . . . . . . . . 73
8.8 Limitation on Capital Expenditures . . . . . . . . . . . . . . 74
8.9 Limitation on Investments, Loans and Advances . . . . . . . . 75
8.10 Limitation on Optional Payments and Modifications of Debt
Instruments . . . . . . . . . . . . . . . . . . . . . . . . 77
8.11 Limitation on Transactions with Affiliates . . . . . . . . . 78
8.12 Limitation on Sales and Leasebacks . . . . . . . . . . . . . 78
8.13 Limitation on Changes in Fiscal Year . . . . . . . . . . . . 78
8.14 Restrictions Affecting Subsidiaries . . . . . . . . . . . . . 78
8.15 Limitation on Lines of Business . . . . . . . . . . . . . . . 79
8.16 Amendments to Corporate Documents; Acquisition Documents;
License . . . . . . . . . . . . . . . . . . . . . . . . . . 79

SECTION 9. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . 79

SECTION 10. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . 82
10.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . 82
10.2 Delegation of Duties . . . . . . . . . . . . . . . . . . . . 82
10.3 Exculpatory Provisions . . . . . . . . . . . . . . . . . . . 83
10.4 Reliance by Agent . . . . . . . . . . . . . . . . . . . . . . 83
10.5 Notice of Default . . . . . . . . . . . . . . . . . . . . . . 83
10.6 Non-Reliance on Agent and Other Lenders . . . . . . . . . . . 84
10.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . 84
10.8 Agent in Its Individual Capacity . . . . . . . . . . . . . . 84
10.9 Successor Agent . . . . . . . . . . . . . . . . . . . . . . . 85

SECTION 11. GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . 85
11.1 Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . 85
11.2 Waiver of Subrogation . . . . . . . . . . . . . . . . . . . . 85
11.3 Modification of Obligations . . . . . . . . . . . . . . . . . 85
11.4 Waiver by Holdings . . . . . . . . . . . . . . . . . . . . . 86
11.5 Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . 87
11.6 Negative Covenants . . . . . . . . . . . . . . . . . . . . . 87

SECTION 12. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 88
12.1 Amendments and Waivers . . . . . . . . . . . . . . . . . . . 88
12.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
12.3 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . 89
12.4 Survival of Representations and Warranties . . . . . . . . . 89
12.5 Payment of Expenses and Taxes . . . . . . . . . . . . . . . . 90
12.6 Successors and Assigns; Participations and Assignments . . . 90
12.7 Adjustments; Set-off . . . . . . . . . . . . . . . . . . . . 93
12.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 93

</TABLE>

iii
<PAGE> 5

<TABLE>
<CAPTION>
Page(s)
-------
<S> <C> <C>
12.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . 93
12.10 Integration . . . . . . . . . . . . . . . . . . . . . . . . 93
12.11 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . 94
12.12 Submission To Jurisdiction; Waivers . . . . . . . . . . . . 94
12.13 Acknowledgements . . . . . . . . . . . . . . . . . . . . . . 94
12.14 WAIVERS OF JURY TRIAL . . . . . . . . . . . . . . . . . . . 95
12.15 Confidentiality . . . . . . . . . . . . . . . . . . . . . . 95
12.16 Schedules and Exhibits . . . . . . . . . . . . . . . . . . . 95
12.17 Purchase and Sale of Revolving Credit Commitments, Revolving
Credit Loans and Term Loans . . . . . . . . . . . . . . . . 95
12.18 Effect of Amendment and Restatement of the Existing Credit
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 96

</TABLE>

SCHEDULES
<S> <C> <C>
1.1 - Addresses for Notices; Commitments
5.4 - Required Consents
5.6 - Litigation
5.9 - Intellectual Property
5.14 - Subsidiaries Joint Ventures, etc.
5.16 - Environmental Disclosure
5.18 - Material Real Property
8.2 - Existing Indebtedness
8.3 - Existing Liens
8.4 - Existing Guarantee Obligations
8.7 - Certain Fees
8.9 - Existing Investments

EXHIBITS

A-1 - Form of Revolving Credit Note
A-2 - Form of Term Note
A-3 - Form of Swing Line Note
C - Form of L/C Participation Certificate
D - Form of Swing Line Loan Participation Certificate
E - Form of Assignment and Acceptance
F-1 - Form of Opinion of Counsel to Borrower and Holdings
G - Form of Closing Certificate
J-1 - Form of Perfection Certificate
J-2 - Form of Perfection Certificate Supplement
K - Form of Acknowledgment and Consent
L - Form of Pledge Agreement Supplement
</TABLE>

iv
<PAGE> 6
1

AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of
August 7, 1997 (amending and restating the Credit Agreement, dated as February
29, 1996 (as amended, the "Existing Credit Agreement")), among BERG ELECTRONICS
GROUP, INC., a Delaware corporation (the "Borrower"), BERG ELECTRONICS CORP., a
Delaware corporation and the parent of the Borrower ("Holdings"), the several
banks and other institutions from time to time parties hereto (the "Lenders")
and THE CHASE MANHATTAN BANK, a New York banking corporation, as agent to the
Lenders hereunder (in such capacity, the "Agent").

W I T N E S S E T H:

WHEREAS, pursuant to the Existing Credit Agreement, dated as of
February 29, 1996, the Lenders parties thereto (the "Existing Lenders") have
agreed to extend, and have extended, credit to the Borrower;

WHEREAS, the Borrower and Holdings have requested that the
Existing Credit Agreement be amended and restated as hereinafter provided to,
inter alia, (a) adjust the interest rate payable thereunder, (b) increase the
Revolving Credit Commitments from $100,000,000 to $300,000,000, (c) extend the
Revolving Commitment Period through June 30, 2003 and (d) amend the terms of
the Term Loans as set forth herein; and

WHEREAS, the Lenders and the Agent are willing to agree to such
amendment and restatement;

NOW, THEREFORE, for good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged by each of the parties hereto,
the parties hereto hereby agree that on the Amendment and Restatement Effective
Date (as defined below) the Existing Credit Agreement will be amended and
restated in its entirety as follows:

SECTION 1. DEFINITIONS

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

"Acquisition": the acquisition by the Borrower and its
Subsidiaries of all of the assets of the Connector Systems division of
DuPont pursuant to the Acquisition Agreement.

"Acquisition Agreement": the Asset and Share Purchase Agreement
and Sales Agreement dated as of November 5, 1992 between the Borrower
and DuPont, as amended by the Amendment thereto dated as of February 26,
1993, together with all schedules and exhibits thereto.

<PAGE> 7
2

"Affiliate": as to any Person, any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person. For
purposes of this definition, "control" of a Person means the power,
directly or indirectly, either to (i) vote 51% or more of the securities
having ordinary voting power for the election of directors of such
Person or (ii) direct or cause the direction of the management and
policies of such Person, whether by contract or otherwise.

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

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

"Alternate Base Rate": for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect
on such day plus 1% and (c) the Federal Funds Effective Rate in effect
on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall
mean the rate of interest per annum publicly announced from time to time
by the Agent as its prime rate in effect at its principal office in New
York City; "Base CD Rate" shall mean the sum of (a) the product of (i)
the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of
which is one and the denominator of which is one minus the C/D Reserve
Percentage and (b) the C/D Assessment Rate; "Three-Month Secondary CD
Rate" shall mean, for any day, the secondary market rate for three-month
certificates of deposit reported as being in effect on such day (or, if
such day shall not be a Business Day, the next preceding Business Day)
by the Board of Governors of the Federal Reserve System (the "Board")
through the public information telephone line of the Federal Reserve
Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day), or, if such rate shall not be so
reported on such day or such next preceding Business Day, the average of
the secondary market quotations for three-month certificates of deposit
of major money center banks in New York City received at approximately
10:00 A.M., New York City time, on such day (or, if such day shall not
be a Business Day, on the next preceding Business Day) by the Agent from
three New York City negotiable certificate of deposit dealers of
recognized standing selected by it; and "Federal Funds Effective Rate"
shall mean, for any day, the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding
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 for the day of such transactions received by the Agent
from three federal funds brokers of recognized standing selected by it.
If for any reason the Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to
ascertain the Base CD Rate or the Federal Funds Effective Rate, or both,
for any reason, including the inability or failure of the Agent to
obtain sufficient quotations in accordance with the terms thereof, the
Alternate Base

<PAGE> 8
3

Rate shall be determined without regard to clause (b) or (c), or both,
of the first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist. Any change
in the Alternate Base Rate due to a change in the Prime Rate, the Base
CD Rate or the Federal Funds Effective Rate shall be effective on the
effective day of such change in the Prime Rate, the Base CD Rate or the
Federal Funds Effective Rate, respectively.

"Alternate Base Rate Loans": Loans at such time as they are made
and/or being maintained at a rate of interest based upon the Alternate
Base Rate.

"Amendment and Restatement Effective Date": the date on which
the conditions precedent set forth in subsection 6.3 hereof shall have
been satisfied.

"Amendment to Borrower Security Agreement": the First Amendment
to the Borrower Security Agreement dated as of May 23, 1994.

"Amendment to Mortgage": the Second Amendment to the Mortgage
between the Borrower and the Agent, substantially in the form of Exhibit
B-2 to the Existing Credit Agreement.

"Applicable Margin": initially for each Eurodollar Loan, 0.75%
per annum, and for each Alternate Base Rate Loan, 0.00% per annum, and
thereafter the rate per annum with respect to each Revolving Credit Loan
and Term Loan, as set forth under the relevant column heading below
based on the ratio set forth below as of the most recently completed
fiscal quarter:
<TABLE>
<CAPTION>
Eurodollar ABR Loan
Ratio Loan Margin
----- ---- ----------
Margin
------
<S> <C> <C>
Leverage Ratio greater than 1.250% 0.25%
3.25:1.00 ("Level I")

Leverage Ratio less than or equal 1.000% -0-%
to 3.25:1.00
("Level II")

Leverage Ratio less than or equal 0.875% -0-%
to 3.00:1.00 ("Level III")

Leverage Ratio less than or equal 0.750% -0-%
to 2.75:1.00 ("Level IV")

Leverage Ratio less than or equal 0.625% -0-%
to 2.00:1.00 ("Level V")

</TABLE>

<PAGE> 9
4

<TABLE>
<S> <C> <C>
Leverage Ratio less than or equal 0.500% -0-%
to 1.75:1.00 ("Level VI")
</TABLE>

For purposes of the foregoing, the Applicable Margin for any date shall
be determined by reference to the Leverage Ratio as of the last day of
the Borrower's fiscal quarter most recently ended as of such date and
any change in the Applicable Margin shall become effective upon the
delivery to the Agent of a certificate of a Responsible Officer of the
Borrower with respect to the financial statements to be delivered
contemporaneously pursuant to subsection 7.1 for the most recently ended
fiscal quarter setting forth in reasonable detail the calculation of the
Leverage Ratio for and at the end of such fiscal quarter and shall apply
(i) to ABR Loans outstanding on such delivery date or made on and after
such delivery date and (ii) to Eurodollar Loans for which Interest
Periods commence after such delivery date. Notwithstanding the
foregoing, at any time during which the Borrower has failed to deliver
its financial statements with respect to a fiscal period following the
date the delivery thereof is due, the Leverage Ratio shall be deemed,
solely for the purposes of this definition, to be at Level I until such
time as Borrower shall deliver such financial statements.

"Asset Sale": any sale, transfer or other disposition (including
any sale and leaseback of assets, and any mortgage of real property) by
the Borrower or any of its Subsidiaries of any property of the Borrower
or any such Subsidiary (including property subject to any Lien under any
Security Document), other than as permitted pursuant to subsection
8.6(a), (b), (c) (provided the proceeds from such casualty or
condemnation (including insurance) are used to replace or rebuild the
lost or condemned assets within the time period specified in subsection
2.10(f)), (e), (f), (g), (h), (i), (j), (k) or (l).

"Assignment": the Assignment dated February 26, 1993 made by the
Borrower in favor of the Agent for the ratable benefit of the Lenders
and acknowledged and consented to by DuPont, as the same may be amended,
supplemented or otherwise modified from time to time.

"Assignee": as defined in subsection 12.6(c).

"Assignment and Acceptance": an assignment and acceptance
entered into by a Lender or an assignee, substantially in the form of
Exhibit E.

"AT&T Acquisition": the acquisition by the Borrower of the
electronic connector business of AT&T pursuant to the Acquisition
Agreement dated as of May 20, 1994 between the Borrower and AT&T.

"AT&T Assignment": the Assignment dated as of May 23, 1994 made
by the Borrower in favor of the Agent for the ratable benefit of the
Lenders and acknowledged and consented to by AT&T, as the same may be
amended, supplemented or otherwise modified from time to time.

<PAGE> 10
5

"AT&T Supply Agreement": the Supply Agreement, dated as of May
23, 1994, between AT&T and the Borrower in substantially the form of
Exhibit 6.2.9 to the AT&T Acquisition Agreement, as the same may be
amended, supplemented or otherwise modified from time to time in
accordance with the provisions hereof.

"Available Revolving Credit Commitment": as to any Revolving
Credit Lender at any time, an amount equal to the excess, if any, of (a)
the amount of such Revolving Credit Lender's Revolving Credit Commitment
over (b) the aggregate of (i) the aggregate unpaid principal amount at
such time of all Revolving Credit Loans made by such Revolving Credit
Lender, (ii) an amount equal to such Revolving Credit Lender's Revolving
Credit Commitment Percentage of the aggregate unpaid principal amount at
such time of all Swing Line Loans, provided that for purposes of
calculating Available Revolving Credit Commitments pursuant to
subsection 2.4 such amount shall be zero, and (iii) an amount equal to
such Revolving Credit Lender's Revolving Credit Commitment Percentage of
the Letter of Credit Outstandings at such time; collectively, as to all
the Lenders, the "Available Revolving Credit Commitments".

"BMBV": Berg Electronics Manufacturing, B.V.

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

"Borrower's Share of Excess Cash Flow": at any particular date,
an amount equal to 50% of the aggregate amount of the Excess Cash Flow
of the Borrower and its Subsidiaries for the completed fiscal years of
the Borrower ending on or after December 31, 1996 (with Excess Cash Flow
calculated for purposes of this definition as though the reference in
clause (b)(i) of the definition thereof to Permitted Acquisitions were
deleted).

"Borrower Domestic Pledge Agreement": the Pledge Agreement,
dated as of February 26, 1993, made by the Borrower in favor of the
Agent for the ratable benefit of the Lenders, as the same has been or
may be amended, supplemented or otherwise modified from time to time.

"Borrower Note Pledge Agreement": the Note Pledge Agreement,
dated as of February 26, 1993, made by the Borrower in favor of the
Agent for the ratable benefit of the Lenders, as the same has been or
may be amended, supplemented or otherwise modified from time to time.

"Borrower Redemption": the redemption by the Borrower of
$30,000,000 of its outstanding Subordinated Debentures for approximately
$34,400,000 in connection with the Recapitalization.

"Borrower Patent Security Agreement": the Patent Security
Agreement dated as of May 23, 1994 made by the Borrower in favor of the
Agent for the ratable benefit of the Lenders, as the same has been or
may be amended, supplemented or otherwise modified from time to time.

<PAGE> 11
6

"Borrower Security Agreement": the Security Agreement, dated as
of February 26, 1993, made by the Borrower in favor of the Agent for the
ratable benefit of the Lenders, as amended by the Amendment to the
Borrower Security Agreement, and as the same may be further amended,
supplemented or otherwise modified from time to time.

"Borrower Tender": the tender or purchase or other acquisition
by the Borrower for up to all of the $70,000,000 remaining Subordinated
Debentures for approximately $82,400,000 in connection with the
Recapitalization.

"Borrower Trademark Security Agreement": the Trademark Security
Agreement dated as of May 23, 1994 made by the Borrower in favor of the
Agent for the ratable benefit of the Lenders, as the same has been or
may be amended, supplemented or otherwise modified from time to time.

"Borrowing Date": any Business Day specified in a notice
pursuant to subsection 2.3, 2.8 or 2.13 as a date on which the Borrower
requests Lenders to make Loans hereunder.

"Business": the business of manufacturing, designing, marketing
and selling electric and/or electronic connectors, connector systems and
cable assemblies.

"Business Day": a day other than a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by
law to close, provided that when used in connection with a Eurodollar
Loan, the term "Business Day" shall also exclude any day on which
commercial banks are not open for dealing in Dollar deposits in the
London interbank market.

"BV Licensee": Berg Electronics Distributor, B.V., a Netherlands
corporation.

"Capital Expenditures": expenditures (including, without
limitation, obligations created under Financing Leases and in respect of
other Indebtedness in the year in which created or incurred but
excluding payments made thereon (other than Financing Leases entered
into as permitted by subsection 8.12 to the extent previously included
in the determination of Capital Expenditures)) of the Borrower and its
Subsidiaries in respect of the purchase or other acquisition of fixed or
capital assets (excluding any such asset acquired (w) in connection with
normal replacement and maintenance programs properly expensed in
accordance with GAAP, (x) with the proceeds of any casualty insurance or
condemnation award (with such expenditures to be made, to the extent
that subsection 2.10(f) is applicable thereto, in accordance with
subsection 2.10(f)), (y) with the cash proceeds of any asset sale made
pursuant to subsection 8.6(c) or with the cash proceeds of any asset
sale made pursuant to subsection 8.6(e), in either case, applied or
contractually committed to be applied within 180 days from receipt of
such proceeds or (z) in any Permitted Acquisition).

<PAGE> 12
7

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

"C/D Assessment Rate": for any day as applied to the Base CD
Rate, the net annual assessment rate (rounded upward to the nearest
1/100th of 1%) determined by Chase to be payable on such day to the
Federal Deposit Insurance Corporation or any successor ("FDIC") for
FDIC's insuring time deposits made in Dollars at offices of Chase in the
United States.

"C/D Reserve Percentage": for any day as applied to the CD Base
Rate, that percentage (expressed as a decimal) which is in effect on
such day, as prescribed by the Board of Governors of the Federal Reserve
System (or any successor), for determining the maximum reserve
requirement for a member bank of the Federal Reserve System in New York
City with deposits exceeding one billion Dollars in respect of new
non-personal time deposits in Dollars in New York City having a three
month maturity and in an amount of $100,000 or more.

"Cash Equivalents": (a) securities with maturities of one year
or less from the date of acquisition issued or fully guaranteed or
insured by the United States Government or any agency thereof, (b)
certificates of deposit, time deposits, overnight bank deposits, bankers
acceptances and repurchase agreements of any commercial bank which has
capital and surplus in excess of $100,000,000 having maturities of one
year or less from the date of acquisition, (c) commercial paper of an
issuer rated at least A-2 by Standard & Poor's Corporation or P-2 by
Moody's Investors Service, Inc., or carrying an equivalent rating by a
nationally recognized rating agency if both of the two named rating
agencies cease publishing ratings of investments, (d) money market
accounts or funds with or issued by Qualified Issuers and (e) short-term
demand deposits with reputable depositary institutions made outside of
the United States by Foreign Subsidiaries in the ordinary course of
business.

"Change in Control": (a) HMTF, Mills and Partners and management
of Holdings together with their Affiliates (the "Control Group") shall
cease to own of record and beneficially an amount of common stock of
Holdings equal to at least 25% of the amount of common stock of Holdings
owned by the Control Group of record and beneficially as of the Closing
Date, (b) any Person or related group (as defined in Rule 13(d) under
the Exchange Act), excluding the Control Group, shall be or become the
"beneficial owner" (as defined in Rules 12(d)-3 and 13(d)-5 under the
Exchange Act) directly or indirectly, of a greater percentage of the
outstanding common stock of Holdings than is owned beneficially by the
Control Group, (c) the board of directors of Holdings shall not consist
of a majority of Continuing Directors, (d) Holdings shall cease to own
and control, of record and beneficially 100% of each class of
outstanding Capital Stock of the Borrower, (e) the Borrower shall cease
to own and control, of record and beneficially, the percentage of each
class of outstanding Capital Stock of each of its Subsidiaries as set
forth on Schedule 5.14 (unless any such Subsidiary is

<PAGE> 13
8

dissolved or merged out of existence, in each case as permitted by
subsection 8.5), free and clear of all Liens (except Liens created by
the Pledge Agreements), or (f) the Borrower or any Subsidiary of the
Borrower shall issue any Capital Stock (or any security convertible into
any of its Capital Stock) (other than directors' qualifying shares of
any Subsidiary) which is not pledged to the Agent for the ratable
benefit of the Lenders, provided that only 65% of the common stock of
Connector Systems Korea Ltd. or any Foreign Subsidiary which is a
Subsidiary of Intermediate Holdings need be so pledged.
"Chase": The Chase Manhattan Bank.

"Closing Date": the date on which the Lenders made their initial
Loans under the Existing Credit Agreement.

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

"Commitment Fee Percentage": initially 1/4% per annum, and
thereafter the rate per annum as set forth below based on the ratio set
forth below as of the most recently completed fiscal quarter:

<TABLE>
<CAPTION>
Commitment
Fee
Ratio Percentage
----- ------------------
<S> <C>
Leverage Ratio greater than 0.3750%
3.25:1.00 ("Level I")

Leverage Ratio less than or equal 0.3000%
to 3.25:1.00
("Level II")

Leverage Ratio less than or equal 0.2500%
to 3.00:1.00 ("Level III")

Leverage Ratio less than or equal 0.2500%
to 2.75:1.00 ("Level IV")

Leverage Ratio less than or equal 0.2000%
to 2.00:1.00 ("Level V")

Leverage Ratio less than or equal 0.1875%
to 1.75:1.00 ("Level VI")
</TABLE>

<PAGE> 14
9

For purposes of the foregoing, the Commitment Fee Percentage for any
date shall be determined by reference to the Leverage Ratio as of the
last day of the Borrower's fiscal quarter most recently ended as of such
date and any change in the Commitment Fee Percentage shall become
effective upon the delivery to the Agent of a certificate of a
Responsible Officer of the Borrower with respect to the financial
statements to be delivered contemporaneously pursuant to subsection 7.1
for the most recently ended fiscal quarter setting forth in reasonable
detail the calculation of the Leverage Ratio for and at the end of such
fiscal quarter; Notwithstanding the foregoing, at any time during which
the Borrower has failed to deliver its financial statements with respect
to a fiscal period following the date the delivery thereof is due, the
Leverage Ratio shall be deemed, solely for the purposes of this
definition, to be at Level I, until such time as Borrower shall deliver
such financial statements.

"Commitment Percentage": as to any Lender, its Revolving Credit
Commitment Percentage or Term Loan Commitment Percentage, as the case
may be.

"Commitments": the collective reference to the Revolving Credit
Commitments, the Swing Line Commitment, the Term Loan Commitment and the
L/C Commitment; individually, a "Commitment".

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

"Consolidated Current Assets": at any date, the amount which, in
conformity with GAAP, would be set forth opposite the caption "Total
Current Assets" (or any like caption) on a consolidated balance sheet of
Holdings and its Subsidiaries at such date, except that there shall be
excluded therefrom cash and Cash Equivalents.

"Consolidated Current Liabilities": at any date, the amount
which, in conformity with GAAP, would be set forth opposite the caption
"Total Current Liabilities" (or any like caption) on a consolidated
balance sheet of Holdings and its Subsidiaries at such date, except that
there shall be excluded therefrom the current portion of (a) all Loans
and (b) all long-term Indebtedness for borrowed money (which shall
include Indebtedness in respect of Financing Leases), in each case, to
the extent included therein.

"Consolidated EBITDA": for any period, with respect to any
Person, Consolidated Net Income of such Person for such period plus, (A)
without duplication and to the extent reflected as a charge in the
statement of such Consolidated Net Income for such period, the sum of
(i) total income and franchise tax expense, (ii) interest expense,
amortization or write-off of debt discount and debt issuance costs and
commissions and discounts and other fees and charges associated with
Indebtedness, (iii) depreciation and amortization expense, (iv)
amortization of intangibles (including, but not limited to, goodwill)
and organization costs (including, with respect to the

<PAGE> 15
10

Borrower, costs associated with the Acquisition), (v) noncash charges
for pension and retiree benefits, (vi) any extraordinary and unusual
losses (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period,
losses on sales of assets outside of the ordinary course of business)
other than any loss from any discontinued operation and (vii) other non
cash charges (including, but not limited to, noncash currency exchange
losses) deducted in determining Consolidated Net Income minus, (B) the
sum of (i) any extraordinary and unusual gains (including, whether or
not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, gains on the sales of assets
outside of the ordinary course of business) other than any income from
discontinued operations, (ii) cash payments made in respect of pension
and retiree benefits which are not included in the calculation of
Consolidated Net Income and (iii) other non cash credits or gains
(including, but not limited to, noncash currency exchange gains)
included in such Consolidated Net Income.

"Consolidated Net Income": for any period, with respect to any
Person, the amount which, in conformity with GAAP, would be set forth
opposite the caption "Net Income" (or any similar caption) on a
consolidated statement of operations of such Person and its Subsidiaries
for such period.

"Consolidated Total Debt": as to any Person, all consolidated
Indebtedness of such Person.

"Consolidated Working Capital": at any date, the excess of
Consolidated Current Assets at such date over Consolidated Current
Liabilities at such date.

"Contex": Contex Electronics, Inc., a Delaware corporation.

"Contex Acquisition": the acquisition by Harbor of the assets
and assumption of certain liabilities of Tri-Tec Engineering
Corporation, a Delaware corporation ("Tri-Tec"), and Mold-Con, Inc., a
Delaware corporation ("Mold-Con"), pursuant to the Contex Acquisition
Agreement for a purchase price of $9,000,000 (subject to adjustment
pursuant to the Contex Acquisition Agreement).

"Contex Acquisition Agreement": the Agreement of Purchase and
Sale, dated as of March 11, 1994, by and among the Borrower, Harbor,
Buffton Corporation, Contex, Tri-Tec and Mold-Con, together with all
schedules and exhibits thereto.

"Continuing Directors": the directors of Holdings on the Closing
Date and each other director, if in each case, such other director's
nomination for election to the board of directors of Holdings is
recommended by a majority of the then Continuing Directors or such other
director receives the vote of HMTF.

"Contract Manufacturing Agreements": the Agreements, dated as of
February 17, 1993, between Offshore Techco and Berg Electronics
Manufacturing, B.V. and between Berg Electronics Manufacturing, B.V. and
Berg Electronics (France) S.A., as

<PAGE> 16
11

the same may be amended, supplemented or otherwise modified from time to
time (individually, a "Contract Manufacturing Agreement").

"Contractual Obligation": as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

"Credit Parties": the collective reference to Holdings, the
Borrower and each of their respective Subsidiaries which from time to
time is a party to any Loan Document.

"Default": any of the events specified in Section 9, whether or
not any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

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

"Domestic Subsidiary": any Subsidiary of the Borrower or
Holdings other than a Foreign Subsidiary.

"Domestic Subsidiary Guarantee": the Guarantee to be made by the
Domestic Subsidiaries of the Borrower in favor of the Agent, for the
ratable benefit of the Lenders, substantially in the form of Exhibit B-1
to the Existing Credit Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.

"Domestic Subsidiary Security Agreement": the Security Agreement,
dated as of February 26, 1993, made by US Techco, Harbor, Socket and
Specialty in favor of the Agent for the ratable benefit of the Lenders,
as the same has been or may be amended, supplemented or otherwise
modified from time to time.

"DuPont": E.I. du Pont de Nemours and Company and certain of its
Subsidiaries and Affiliates.

"Environmental Laws": any applicable foreign, Federal, state,
local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority
or other Requirements of Law (including common law) regulating, relating
to or imposing liability or standards of conduct concerning protection
of human health or the environment, as now or may at any time hereafter
be in effect.

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

"Eurocurrency Reserve Requirements": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the maximum
rates (expressed as a decimal fraction) of reserve requirements in
effect on such day (including, without limitation, basic, supplemental,
marginal and emergency reserves under any regulations of the

<PAGE> 17
12

Board of Governors of the Federal Reserve System or other Governmental
Authority having jurisdiction with respect thereto) dealing with reserve
requirements prescribed for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D of such Board) maintained
by a member bank of such System.

"Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum
equal to the rate at which Chase is offered Dollar deposits at or about
10:00 A.M., New York City time, two Business Days prior to the beginning
of such Interest Period in the interbank eurodollar market where the
eurodollar and foreign currency and exchange operations in respect of
its Eurodollar Loans are then being conducted for delivery on the first
day of such Interest Period for the number of days comprised therein and
in an amount comparable to the amount of its Eurodollar Loan to be
outstanding during such Interest Period.

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

"Eurodollar Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to the
nearest 1/100th of 1%):

Eurodollar Base Rate
---------------------------------------------------
1.00 - Eurocurrency Reserve Requirements

"Event of Default": any of the events specified in Section 9,
provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

"Excess Cash Flow": for any fiscal year of Holdings, the excess
of (a) the sum, without duplication, of (i) Consolidated EBITDA for such
fiscal year, (ii) the Net Cash Proceeds received by Holdings and its
Subsidiaries during such fiscal year from the issuance of any debt
securities (other than Indebtedness permitted under subsection 8.2 of
this Agreement) and from Asset Sales, (iii) the amount of returned
surplus assets of any Plan during such fiscal year to the extent not
included in Consolidated Net Income to determine Consolidated EBITDA for
such fiscal year, (iv) decreases in Consolidated Working Capital of
Holdings and its Subsidiaries for such fiscal year, (v) the amount of
any refund received by Holdings and its Subsidiaries on taxes paid by
Holdings and its Subsidiaries and (vi) extraordinary cash gains to the
extent subtracted or otherwise not included in Consolidated Net Income
to determine Consolidated EBITDA for such fiscal year over (b) the sum,
without duplication, of (i) the aggregate amount of Capital Expenditures
and Permitted Acquisitions in cash made by the Borrower and its
Subsidiaries during such fiscal year and permitted hereunder, (ii) the
aggregate amount of all reductions of the Revolving Credit Commitments
(other than pursuant to subsection 2.5(b)) to the extent accompanied by
prepayments of the Revolving Credit

<PAGE> 18
13

Loans or payments or prepayments of the Term Loans during such fiscal
year pursuant to subsection 2.7, subsection 2.9 or subsection 2.10(a) or
(b), (iii) the aggregate amount of payments of principal in respect of
any Indebtedness permitted hereunder during such fiscal year (other than
under this Agreement), (iv) increases in Consolidated Working Capital of
Holdings and its Subsidiaries for such fiscal year, (v) cash interest
expense of Holdings and its Subsidiaries for such fiscal year, (vi)
taxes actually paid in such fiscal year or to be paid in the subsequent
fiscal year on account of such fiscal year to the extent added to
Consolidated Net Income to determine Consolidated EBITDA for such fiscal
year, (vii) extraordinary cash losses to the extent added to
Consolidated Net Income to determine Consolidated EBITDA for such fiscal
year and (viii) the amount of all cash dividends or other direct
payments paid by the Borrower to or for the benefit of Holdings to the
extent permitted by subsection 8.7(a) (other than 8.7(a)(v)) to the
extent not subtracted in the determination of Consolidated Net Income of
Holdings for such fiscal year. Notwithstanding the foregoing, all
payments made and receipts received in connection with the
Recapitalization shall not be included in the calculation of Excess Cash
Flow.

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

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

"Existing Lenders": as defined in the recitals to this
Agreement.

"Facilities": the Term Loan Facility and the Revolving Credit
Facility.

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

"First Amendment: The First Amendment, dated as of December 18,
1996, to the Existing Credit Agreement.

"Foreign Pledge Agreements": the various Pledge Agreements made
by the Borrower, Intermediate Holdings, and Connector Systems U.S., Inc.
in favor of the Agent for the ratable benefit of the Lenders, with
respect to the Capital Stock of Foreign Subsidiaries, as the same have
been or may be amended, supplemented or otherwise modified from time to
time (each, a "Foreign Pledge Agreement").

"Foreign Subsidiary": any Subsidiary of the Borrower or Holdings
which is organized under the laws of any jurisdiction outside of the
United States of America.

"Foreign Subsidiary Guarantees": each of the Guarantees, dated
as of February 26, 1993, executed by each Foreign Subsidiary which
borrows pursuant to a Subsidiary Note other than Berg Electronics
Canada, Inc. in favor of the Borrower, as the same may be amended,
supplemented or otherwise modified from time to time.

<PAGE> 19
14

"Foreign Subsidiary Indebtedness Guarantee": any guarantee made
by the Borrower to any Lender or Affiliate of any Lender of any
unsecured Indebtedness of a Foreign Subsidiary permitted to be incurred
pursuant to subsection 8.2(i)(ii) owing to such Lender or Affiliate of
such Lender.

"French Note": a twenty-year interest-bearing note of the
government of France representing the deferred payment of 13,420,000
French francs of value added tax receivables.

"GAAP": the generally accepted accounting principles in the
United States of America as in effect from time to time set forth in the
opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and the statements
and pronouncements of the Financial Accounting Standards Board and the
rules and regulations of the Securities and Exchange Commission, or in
such other statements by such other entity as may be in general use by
significant segments of the accounting profession, which are applicable
to the circumstances of the Borrower as of the date of determination
except that for purposes of subsection 8.1, GAAP shall be determined on
the basis of such principles in effect on the date hereof and consistent
with those used in the preparation of the audited financial statements
referred to in subsection 5.1. In the event that any "Accounting
Change" (as defined below) shall occur and such change results in a
change in the method of calculation of financial covenants, standards or
terms in this Agreement, then the Borrower and the Agent agree to enter
into negotiations in order to amend such provisions of this Agreement so
as to equitably reflect such Accounting Changes with the desired result
that the criteria for evaluating the Borrower's financial condition
shall be the same after such Accounting Changes as if such Accounting
Changes had not been made. Until such time as such an amendment shall
have been executed and delivered by the Borrower, the Agent and the
Required Lenders, all financial covenants, standards and terms in this
Agreement shall continue to be calculated or construed as if such
Accounting Changes had not occurred. "Accounting Changes" means:
changes in accounting principles required by the promulgation of any
rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public
Accountants or, if applicable, the Securities and Exchange Commission
(or successors thereto or agencies with similar functions).

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

"Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another
Person (including, without limitation, any bank under any letter of
credit) to induce the creation of which the guaranteeing person has
issued a reimbursement, counterindemnity or similar obligation, in
either case guaranteeing or in effect guaranteeing any Indebtedness,
leases, dividends or other obligations (the "primary obligations") of
any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation,

<PAGE> 20
15

any obligation of the guaranteeing person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting
direct or indirect security therefor, (ii) to advance or supply funds
(1) for the purchase or payment of any such primary obligation or (2) to
maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor,
(iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any
such primary obligation against loss in respect thereof; provided,
however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Guarantee Obligation of any
guaranteeing person shall be deemed to be the lower of (a) an amount
equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee Obligation is made and (b) the maximum
amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such
primary obligation and the maximum amount for which such guaranteeing
person may be liable are not stated or determinable, in which case the
amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as
determined by the board of directors of such Person in good faith.

"Guarantees": the collective reference to the Holdings
Guarantee, the Domestic Subsidiary Guarantee and the Foreign Subsidiary
Guarantees.

"Harbor": Harbor Electronics, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Borrower.

"Harbor Acquisition": the acquisition by Harbor of all of the
assets of, and the assumption of certain liabilities of, Harbor
Electronics, Inc., a Connecticut corporation, pursuant to the Harbor
Acquisition Agreement for a purchase price not in excess of $11,500,000.

"Harbor Acquisition Agreement": the Acquisition Agreement, dated
as of July 26, 1993, between Harbor and Harbor Electronics, Inc., a
Connecticut corporation, together with all schedules and exhibits
thereto.

"Hedging Agreement": any hedging agreement or arrangement
entered into for the purpose of hedging the Borrower's exposure to the
foreign currency or commodities risks, and not for speculative purposes,
to or under which the Borrower is a party or beneficiary on the date
hereof or becomes a party or a beneficiary after the date hereof in the
ordinary course of business.

"HMTF": Hicks, Muse, Tate & Furst Incorporated.

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

<PAGE> 21
16

"Holdings Guarantee": the guarantee made by Holdings in favor of
the Agent for the ratable benefit of the Lenders in Section 11 of this
Agreement, as the same may be amended, supplemented or otherwise
modified from time to time.

"Holdings Pledge Agreement": the pledge agreement, dated as of
February 26, 1993, made by Holdings in favor of the Agent for the
ratable benefit of the Lenders, as the same may be amended, supplemented
or otherwise modified from time to time.

"Holdings Redemption": the redemption by Holdings of all its
outstanding Series B Preferred Stock for approximately $51,100,000 and
50% of its outstanding Series E Preferred Stock for approximately
$44,500,000 in connection with the Recapitalization.

"Holdings Tender": the tender or purchase or other acquisition
by Holdings for up to all of its remaining Series E Preferred Stock for
approximately $48,000,000 in connection with the Recapitalization.

"Hong Kong Joint Venture": a joint venture at least 90% owned by
the Borrower in Hong Kong created for the purpose of owning the PRC
Subsidiary.

"Huntingdon County Financing": the financings by the State of
Pennsylvania (or any agency or instrumentality thereof) of up to
$14,000,000 in the aggregate of the construction and related costs of
the Huntingdon County Plant and of the expansion to the Valley Green,
Pennsylvania facility, for at least 15 years at an average interest rate
not in excess of 4% per annum.

"Huntingdon County Plant": the Borrower's facility to be located
in Huntingdon County, Pa."

"Indebtedness": of any Person at any date, (a) all indebtedness
of such Person for borrowed money or for the deferred purchase price of
property or services (other than current trade liabilities incurred in
the ordinary course of business and payable in accordance with customary
practices, which are not more than 90 days past due) or which is
evidenced by a note, bond, debenture or similar instrument, (b) all
obligations of such Person under Financing Leases, (c) all obligations
of such Person in respect of bankers' acceptances or similar instruments
issued or created for the account of such Person, and (d) all
liabilities secured by any Lien on any property owned by such Person
even though such Person has not assumed or otherwise become liable for
the payment thereof (limited to the lesser of the value of the property
encumbered by such Lien or the amount of the Indebtedness secured by
such Lien).

"Indemnified Liabilities": as defined in subsection 12.5.

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

<PAGE> 22
17

"Insolvent": pertaining to a condition of Insolvency.

"Intellectual Property": as defined in subsection 5.9.

"Intercompany Agreements": the collective reference to the
Contract Manufacturing Agreements, the Licenses, the R&D Agreements and
related intercompany transfers of goods made in the ordinary course of
business.

"Interest Coverage Ratio": for any period, with respect to
Holdings, the ratio of (a) Consolidated EBITDA to (b) consolidated cash
interest expense (including, without limitation, the interest component
of Financing Lease payments) of Holdings and its Subsidiaries (including
fees payable on account of letters of credit but excluding amortization
of debt discount (including discount of liabilities and reserves
established under Accounting Principles Board Opinion No. 16 as in
effect on the date hereof) and costs of debt issuance).

"Interest Payment Date": (a) as to any Alternate Base Rate Loan,
the last day of each March, June, September and December and, if such
Alternate Base Rate Loan is a Term Loan, the date of each payment of
principal thereof, (b) as to any Eurodollar Loan having an Interest
Period of three months or less, the last day of such Interest Period and
(c) as to any Eurodollar Loan having an Interest Period longer than
three months, each day which is three months or a whole multiple
thereof, after the first day of such Interest Period as well as the last
day of such Interest Period.

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

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

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

provided that, all of the foregoing provisions relating to Interest
Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day
that is not a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless the result of
such extension would be to carry such Interest

<PAGE> 23
18

Period into another calendar month in which event such Interest
Period shall end on the immediately preceding Business Day;

(ii) no Interest Period shall extend beyond the Revolving
Credit Termination Date in the case of Revolving Credit Loans or
the date final payment is due on the Term Loans in the case of
the Term Loans;

(iii) no Interest Period with respect to the Term Loans
shall extend beyond any date upon which repayment of principal
thereof is required to be made pursuant to subsection 2.7 if,
after giving effect to the selection of such Interest Period, the
aggregate principal amount of such Loans with Interest Periods
ending after such date would exceed the aggregate principal
amount of such Loans permitted to be outstanding after such
scheduled repayment; and

(iv) any Interest Period that begins on the last Business
Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of
such Interest Period) shall end on the last Business Day of a
calendar month.

"Interest Rate Agreement": any interest rate protection
agreement, interest rate future, interest rate option, interest rate cap
or other interest rate hedge arrangement, to or under which the Borrower
is a party or a beneficiary on the date hereof or becomes a party or a
beneficiary after the date hereof.

"Intermediate Holdings": Berg Holdings U.S., Inc., a Delaware
corporation.

"Intermediate Holdings Pledge Agreement": the Pledge Agreement,
dated as of February 26, 1993, made by Intermediate Holdings in favor of
the Agent, for the ratable benefit of the Lenders, as the same has been
or may be amended, supplemented or otherwise modified from time to time.

"Investment": as defined in subsection 8.9.

"IPO": the initial public sale by Holdings of its common stock
in connection with the Recapitalization.

"IPO Proceeds": the gross cash proceeds of the IPO.

"Issuing Lender": Chase or any of its Affiliates, in its
capacity as issuer of each Letter of Credit.

"L/C Commitment": the Issuing Lender's obligation to open
Letters of Credit pursuant to Section 3 of this Agreement.

<PAGE> 24
19

"L/C Obligation": the obligation of the Borrower to reimburse
the Issuing Lender in accordance with the terms of this Agreement and
the related Letter of Credit Application for any payment made by the
Issuing Lender under any Letter of Credit.

"L/C Participating Interest": with respect to any Letter of
Credit (a) in the case of the Issuing Lender with respect thereto, its
interest in such Letter of Credit and any Letter of Credit Application
relating thereto after giving effect to the granting of participating
interests therein, if any, pursuant hereto and (b) in the case of each
Participating Lender, its undivided participating interest in such
Letter of Credit and any Letter of Credit Application relating thereto.

"L/C Participation Certificate": a certificate in substantially
the form of Exhibit C.

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

"Letter of Credit": any Standby L/C or Trade L/C, collectively,
the "Letters of Credit".

"Letter of Credit Application": with respect to (a) a Standby
L/C, a Standby L/C Application and (b) a Trade L/C, a Trade L/C
Application; collectively, the "Letter of Credit Applications".

"Letter of Credit Outstandings": at any date, the sum of (a) the
aggregate amount then available to be drawn under all outstanding
Letters of Credit and (b) the aggregate amount of drawings under Letters
of Credit which have not then been reimbursed pursuant to subsection
3.5.

"Leverage Ratio": at any particular date, the ratio of
Consolidated Total Debt of Holdings and its Subsidiaries as at such date
to Consolidated EBITDA of Holdings and its Subsidiaries for the period
of four consecutive calendar quarters, ended on or immediately prior to
such date, provided that if any Permitted Acquisition has been made
after the beginning of such period, Consolidated EBITDA shall be
calculated for purposes of the definition on a pro forma basis for such
period (assuming consummation of each Permitted Acquisition and the
incurrence or assumption of any Indebtedness in connection therewith
occurred on the first day of each period).

"Licenses": the collective reference to (a) the license
agreement, dated as of February 24, 1993 between Offshore Techco and BV
Licensee and (b) the license agreements, dated as of February 24, 1993
between BV Licensee and certain Foreign Subsidiaries, as each of the
same may be amended, supplemented or otherwise modified from time to
time in accordance with the terms hereof.

"Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security
agreement or preferential arrangement of any kind

<PAGE> 25
20

or nature whatsoever (including, without limitation, any conditional
sale or other title retention agreement and any Financing Lease having
substantially the same economic effect as any of the foregoing).

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

"Loan Documents": the collective reference to this Agreement,
the Notes, the Letters of Credit, the Letter of Credit Applications, the
Holdings Guarantee, the Domestic Subsidiary Guarantee and the Security
Documents.

"Material Adverse Effect": a material adverse effect on (a) the
business, operations, property, condition (financial or otherwise) or
prospects of Holdings and its Subsidiaries taken as a whole, (b) the
ability of Holdings, the Borrower and each of their Subsidiaries to
perform their respective obligations under this Agreement or any of the
other Loan Documents or the Acquisition Documents or (c) the validity or
enforceability of this Agreement or any of the other Loan Documents or
the rights or remedies of the Agent or the Lenders hereunder or
thereunder.

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

"MDFC Transaction": the leasing transaction entered into pursuant
to the Equipment Lease Agreement, dated as of January 26, 1994, between
MDFC Equipment Leasing Corporation and the Borrower providing for the
sale and leaseback of the Borrower's 1971 Gulf Stream II (serial number
0099) jet aircraft.

"Mortgage": the fee mortgage dated as of February 26, 1993 made
by the Borrower in favor of the Agent, for the ratable benefit of the
Lenders, as amended by the Amendment to the Mortgage, and as the same
may be amended, supplemented or otherwise modified from time to time.

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

"Net Cash Proceeds": (a) in connection with any Asset Sale
(including any sale and leaseback of assets) or mortgage of real
property, the cash proceeds (including any cash payments received by way
of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but
only as and when received) of such Asset Sale or mortgage net of all
reasonable attorneys' fees, accountants' fees, investment banking fees,
survey costs, title insurance premiums, required debt payments (other
than pursuant hereto) and other customary fees actually incurred and
satisfactorily documented in connection therewith and net of taxes paid
or payable as a result thereof and net of purchase price adjustments
reasonably expected

<PAGE> 26
21

to be payable in connection therewith and (b) in connection with any
issuance by Holdings or any of its Subsidiaries of debt securities or
instruments or the incurrence of loans, the cash proceeds received from
such issuance, net of all reasonable investment banking fees, legal
fees, accountants fees, underwriting discounts and commissions and other
customary fees and expenses, actually incurred and satisfactorily
documented in connection therewith.

"Non Funding Lender": as defined in subsection 4.4(c).

"Notes": the collective reference to the Revolving Credit Notes,
the Swing Line Note and the Term Notes.

"Obligations": the unpaid principal of and interest on
(including, without limitation, interest accruing after the maturity of
the Loans and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the
Notes and all other obligations and liabilities of the Borrower to the
Agent, the Issuing Bank or to the Lenders, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection
with, this Agreement, the Notes or the other Loan Documents or any
Interest Rate Agreement or Hedging Agreement entered into with a Lender
or any Foreign Subsidiary Indebtedness Guarantee and any other document
made, delivered or given in connection therewith or herewith, whether on
account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses (including, without limitation, all fees
and disbursements of counsel to the Agent or to the Lenders that are
required to be paid by the Borrower pursuant to the terms of this
Agreement) or otherwise.

"Offshore Techco": Connector Systems Technology, N.V., a
Netherlands Antilles corporation.

"Original Closing Date": February 26, 1993.

"Original Credit Agreement": the Amended and Restated Credit
Agreement, dated as of May 23, 1994 among the Borrower, Holdings, the
several banks and other financial institutions from time to time parties
thereto, and Chemical Bank (now known as The Chase Manhattan Bank) as
Agent, as amended.

"Other Taxes": any present or future stamp or documentary taxes
or any other excise or property taxes, charges, or similar levies of the
United States or any political subdivision thereof or any applicable
foreign jurisdiction.

"P-Note Transaction": any transaction or arrangement in which a
Foreign Subsidiary doing business in the Asia-Pacific region sells or
assigns, in the ordinary course of business, note or accounts
receivable, together with any related rights (collectively, "P-Notes")
from customers of such Foreign Subsidiary doing business in

<PAGE> 27
22

the Asia-Pacific region with or without recourse to such Foreign
Subsidiary for cash consideration (in Japanese Yen or otherwise).

"Participant": as defined in subsection 12.6(b).

"Participating Lender": any Revolving Credit Lender (other than
the Issuing Lender) with respect to its L/C Participating Interest in a
Letter of Credit.

"Patent Security Agreement": the Patent Security Agreement,
dated as of February 26, 1993, made by US Techco and Harbor in favor of
the Agent, for the ratable benefit of the Lenders, as the same has been
and may be amended, supplemented or otherwise modified from time to
time.

"PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

"Permanent Preferred Stock": the Class E Preferred Stock of
Holdings.

"Permitted Acquisition": the acquisition by the Borrower or a
Subsidiary of a business related to the Business, as approved by the
Board of Directors of the Borrower.

"Permitted Acquisition Documents": the agreements between the
Borrower and any of its Subsidiaries on one hand, and the seller(s) on
the other hand, in any Permitted Acquisition relating to such Permitted
Acquisition.

"Person": an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or
other entity of whatever nature.

"Plan": at a particular time, any employee benefit plan which is
covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

"Pledge Agreements": the collective reference to the Holdings
Pledge Agreement, the Borrower Domestic Pledge Agreement, the Borrower
Note Pledge Agreement, the Intermediate Holdings Pledge Agreement and
the Foreign Pledge Agreements.

"Pledged Stock": as defined in each Pledge Agreement.

"PRC Subsidiary": a Foreign Subsidiary of the Hong Kong Joint
Venture organized under the laws of the People's Republic of China.

<PAGE> 28
23

"Preferred Stock": the collective reference to the Permanent
Preferred Stock and the Seller Preferred Stock.

"Pro Forma Balance Sheet": as defined in subsection 5.1(b).

"Properties": as defined in subsection 5.16.

"Qualified Issuer": any commercial bank (a) which has capital
and surplus in excess of $100,000,000 and (b) the outstanding short-term
debt securities of which are rated at least A-2 by Standard & Poor's
Corporation or at least P-2 by Moody's Investors Service, Inc., or carry
an equivalent rating by a nationally recognized rating agency if both of
the two named rating agencies cease publishing ratings of investments.

"R&D Agreements": the Agreements dated as of February 17, 1993
between (i) Offshore Techco and each of Berg Electronics Manufacturing,
B.V., Berg Electronics (France) S.A., Berg Electronics Taiwan, Ltd.,
Berg Electronics Singapore PTE Ltd. and Connector Systems Korea Ltd. and
(ii) US Techco, the Borrower and Berg Electronics Japan K.K., as the
same may be amended, supplemented or otherwise modified from time to
time (individually, an "R&D Agreement").

"Recapitalization": a series of transactions consummated by the
Borrower and Holdings on or about March 6, 1996 consisting of (i) the
Holdings Redemptions, (ii) the Borrower Redemption, (iii) the
Refinancing, (iv) the Holdings Tender and/or the (v) the Borrower
Tender.

"Refinancing": the repayment by the Borrower, pursuant to the
Existing Credit Agreement, of all amounts outstanding under, and the
termination of all its obligations under, the Original Credit Agreement.

"Refunded Swing Line Loans": as defined in subsection 2.13(c).

"Register": as defined in subsection 12.6(d).

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

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

"Reportable Event": any of the events set forth in Section
4043(b) of ERISA and the regulations thereunder, other than those events
as to which the thirty day notice period is waived under subsections
.13, .14, .16, .18, .19 or .20 of PBGC Reg. Section 2615.

"Required Lenders": at any date, the holders of more than 50% of
the sum of aggregate unpaid principal amount of the Loans (other than
the Swing Line Loan) plus

<PAGE> 29
24

the aggregate Available Revolving Credit Commitments plus the Letter of
Credit Outstandings.

"Requirement of Law": as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents
of such Person, and any law, treaty, rule or regulation or determination
of an arbitrator or a court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.

"Responsible Officer": as to any Person, the chief executive
officer, the president, any vice president, the chief financial officer,
the controller, the treasurer, any assistant treasurer, the secretary or
any assistant secretary of such Person.

"Restricted Payments": as defined in subsection 8.7.

"Revolving Credit Commitment": as to any Revolving Credit
Lender, its obligation to make Revolving Credit Loans to the Borrower
pursuant to subsection 2.1 and to participate in Swing Line Loans and
Letters of Credit in an aggregate amount not to exceed at any one time
outstanding the amount set forth opposite such Revolving Credit Lender's
name in Schedule 1.1 under the heading "Revolving Credit Commitment", as
such amount may be reduced from time to time as provided herein;
collectively, as to all the Revolving Credit Lenders, the "Revolving
Credit Commitments".

"Revolving Credit Commitment Percentage": as to any Revolving
Credit Lender, the percentage of the aggregate Revolving Credit
Commitments constituted by its Revolving Credit Commitment.

"Revolving Credit Commitment Period": the period from and
including the Closing Date to but not including the Revolving Credit
Commitment Termination Date.

"Revolving Credit Commitment Termination Date": the earlier of
(a) June 30, 2003 or, if such date is not a Business Day, the Business
Day next preceding such date and (b) such earlier date, if any, upon
which the Revolving Credit Commitments shall be terminated pursuant
hereto.

"Revolving Credit Facility": the $300,000,000 senior secured
revolving credit facility provided by the Lenders to the Borrower
hereunder.

"Revolving Credit Lender": any Lender having a Revolving Credit
Commitment or that holds outstanding Revolving Credit Loans or L/C
Participating Interests hereunder.

"Revolving Credit Loan" and "Revolving Credit Loans": as defined
in subsection 2.1(a).

<PAGE> 30
25

"Revolving Credit Note" and "Revolving Credit Notes": as defined
in subsection 2.2.

"Secured Subsidiary Borrower": each of BV Licensee, Offshore
Techco, Connector Systems, B.V., Berg Electronics Manufacturing, B.V.,
Berg Electronics (France) S.A., Berg Electronics Taiwan, Ltd., Berg
Electronics Singapore PTE Ltd., Connector Systems Korea Ltd., Berg
Electronics Japan K.K. and each other Foreign Subsidiary designated by
the Agent in writing to the Borrower as a Secured Subsidiary Borrower,
provided at the time of such designation such Foreign Subsidiary has
assets worth at least $5,000,000.

"Security Agreements": the collective reference to the Borrower
Security Agreement and the Domestic Subsidiary Security Agreement.

"Security Documents": the Pledge Agreements, the Security
Agreements, the Mortgages, the Assignment, the AT&T Assignment, the
Patent Security Agreement, the Trademark Security Agreement, the
Borrower Patent Security Agreement, the Borrower Trademark Security
Agreement and any other collateral security document delivered to the
Agent pursuant to subsection 7.9, subsection 7.10 or any borrower note
pledge agreement delivered pursuant to subsection 8.2(b)(ii);
individually a "Security Document".

"Seller Preferred Stock": the Preferred Stock, liquidation
preference $25.00 per share, issued by Holdings to DuPont in connection
with the Acquisition.

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

"Socket": Socket Express, Inc., a New Jersey corporation and a
wholly-owned subsidiary of the Borrower.

"Socket Acquisition": the acquisition by the Borrower of all of
the Capital Stock of Socket pursuant to the Socket Acquisition Agreement
for a purchase price of $4,750,000 (subject to adjustment pursuant to
Section 2.3 of the Socket Acquisition Agreement), which consisted of (i)
$2,500,000 payable in cash at the closing of the Socket Acquisition and
(ii) the Socket Notes in the aggregate principal amount of $2,250,000.

"Socket Acquisition Agreement": the Stock Purchase Agreement,
dated as of January 18, 1994, among the Borrower, Socket and the Socket
Sellers, together with all schedules and exhibits thereto.

"Socket Notes": the collective reference to the three unsecured
promissory notes of the Borrower in an initial aggregate principal
amount of $2,250,000 representing the deferred portion of the purchase
price for the Socket Acquisition, which notes are payable to the Socket
Sellers in four equal annual installments commencing on the first

<PAGE> 31
26

anniversary of the closing of the Socket Acquisition, and each of which
notes is substantially in the form of Exhibit B to the Socket
Acquisition Agreement.

"Socket Sellers": the collective reference to Carol Praet
Farley, Richard W. Lamp and Jean Lamp.

"Solvent" and "Solvency": with respect to any Person on a
particular date, that on such date, (a) the fair value of the property
of such Person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable liability
of such Person on its debts as they become absolute and matured, (c)
such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person's ability to pay as such debts
and liabilities mature, and (d) such Person is not engaged in business
or a transaction, and is not about to engage in business or a
transaction, for which such Person's property would constitute
unreasonably small capital.

"Specialty": Specialty Connector Company, a Delaware
corporation.

"Standby L/C": an irrevocable letter of credit issued by the
Issuing Lender pursuant to this Agreement for the account of the
Borrower in respect of obligations of the Borrower incurred pursuant to
contracts made or performances undertaken or to be undertaken or like
matters relating to contracts to which the Borrower is or proposes to
become a party in the ordinary course of the Borrower's business,
including, without limiting the foregoing, for insurance purposes.

"Standby L/C Application": as defined in subsection 3.2.

"Subordinated Debentures": the $100,000,000 of 11-3/8% Senior
Subordinated Debentures due 2003 of the Borrower.

"Subordinated Debt Documents": the collective reference to the
Subordinated Debentures, the indenture relating to the Subordinated
Debentures and all agreements or instruments executed in connection with
the Subordinated Debentures; individually a "Subordinated Debt
Document."

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

<PAGE> 32
27

"Subsidiary Note": a promissory note of a Subsidiary,
substantially in the form of Exhibit A-4 to the Original Credit
Agreement, as renewed or extended in accordance with the provisions
hereof, evidencing loans made on the Original Closing Date or to be made
thereafter by the Borrower or Offshore Techco or Connector Systems, B.V.
to such Subsidiary, which in the case of a Secured Subsidiary Borrower
is secured by the applicable Subsidiary Security Documents.

"Subsidiary Security Documents": the collective reference to
each security agreement, deed of trust, mortgage and pledge, bond,
pledge agreement, general assignment of book debts, transfer of property
in stock, and other security documents executed by a Secured Subsidiary
Borrower to secure one or more Subsidiary Notes and the Foreign
Subsidiary Guarantee made by it.

"Swing Line Commitment": the Swing Line Lender's obligation to
make Swing Line Loans pursuant to subsection 2.13.

"Swing Line Lender": Chase in its capacity as provider of the
Swing Line Loans.

"Swing Line Loan Participation Certificate": a certificate in
substantially the form of Exhibit D.

"Swing Line Loans": as defined in subsection 2.13(a).

"Swing Line Note": as defined in subsection 2.13(b).

"Taxes": any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, including all liabilities with
respect thereto, from, upon, or attributable to payments required to be
made under any of the Loan Documents, excluding the following: (i) in
the case of each Lender, taxes to the extent that they would not have
been imposed if the only connection between such Lender and the
jurisdiction imposing such tax were the activities of such Lender
pursuant to or in respect of any Loan Document (including, without
limitation, entering into, lending money, or extending credit pursuant
to, receiving payments under, or enforcing any Loan Document); and (ii)
in the case of each Lender, any and all United States withholding taxes
payable with respect to payments under any of the Loan Documents other
than such withholding taxes imposed as a result of any change in or
amendment to the laws of the United States or any political subdivision
or taxing authority thereof or therein affecting taxation (including any
regulation or ruling proposed or promulgated thereunder and any treaty
provisions) or any change in the official application, enforcement or
interpretation of such laws, regulations, rulings or treaties or any
other action taken by a taxing authority or a court of competent
jurisdiction, which change, amendment, application, enforcement,
interpretation or action becomes effective after the date hereof;
provided, that under no circumstances shall the term "Taxes" include any
United States withholding taxes that are creditable against (a) such
Lender's United States federal income tax liability (in the case of a
Lender that is a United States person within the

<PAGE> 33
28

meaning of Section 7701(a)(30) of the Code) or (b) the United States
federal income tax liability attributable to the taxable income of such
Lender that is effectively connected with the conduct of a trade or
business within the United States (in the case of a Lender that is not a
United States person within the meaning of Section 7701(a)(30) of the
Code).

"Term Loan Commitment": as to any Term Loan Lender, its
obligation pursuant to Section 2.6 of the Existing Credit Agreement to
make Term Loans to the Borrower during the period that began on the
Closing Date and ended on June 30, 1996.

"Term Loan Commitment Percentage": as to any Term Loan Lender,
the percentage of the aggregate outstanding Term Loans constituted by
its Term Loans.

"Term Loan Facility": the $250,000,000 six year senior secured
term loan facilities provided for herein.

"Term Loan Lender": any Lender that holds outstanding Term
Loans.

"Term Loan Termination Date": June 30, 2003 or, if such date is
not a Business Day, the Business Day next preceding such date.

"Term Loans": as defined in subsection 2.6(a).

"Term Note": as defined in subsection 2.7.

"Trade L/C": a commercial documentary letter of credit issued by
the Issuing Lender pursuant to subsection 3.1 for the account of the
Borrower for the purchase of goods in the ordinary course of business.

"Trade L/C Application": as defined in subsection 3.2.

"Trademark Security Agreement": the Trademark Security
Agreement, dated as of February 26, 1993, made by US Techco and Harbor
in favor of the Agent, for the ratable benefit of the Lenders, as the
same has been or may be amended, supplemented or otherwise modified from
time to time.

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

"Transferee": as defined in subsection 12.6(f).

"Type": as to any Loan, its nature as an Alternate Base Rate
Loan or a Eurodollar Loan.

<PAGE> 34
29

"Uniform Customs": the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, and any amendments thereof.

"US Techco": Berg Technology, Inc., a Nevada corporation and a
Wholly-Owned Subsidiary of the Borrower.

"Wholly Owned Subsidiary": as to any Person, any Subsidiary of
which such Person owns, directly or indirectly, all of the Capital Stock
of such Subsidiary other than directors' qualifying shares or any shares
held by nominees.

1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the Notes or any certificate or other document made or
delivered pursuant hereto.

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

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

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

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Revolving Credit Lender severally agrees to make
revolving credit loans (each, a "Revolving Credit Loan", collectively,
"Revolving Credit Loans") to the Borrower from time to time during the
Revolving Credit Commitment Period in an aggregate principal amount at any one
time outstanding, when added to such Revolving Credit Lender's Revolving Credit
Commitment Percentage of all Letter of Credit Outstandings and outstanding
Swing Line Loans, not to exceed the amount of such Revolving Credit Lender's
Revolving Credit Commitment less such Revolving Credit Lender's Revolving
Credit Commitment Percentage of any working capital facility described in
subsection 8.2(i), to the extent that it is not supported by a Letter of Credit
as described in subsection 8.2(i)(i). During the Revolving Credit Commitment
Period the Borrower may use the Revolving Credit Commitments by borrowing,
prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof.

<PAGE> 35
30

(b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) Alternate Base Rate Loans or (iii) a combination
thereof, as determined by the Borrower and notified to the Agent in accordance
with subsections 2.3 and 2.11; provided Revolving Credit Loans made on the
Amendment and Restatement Effective Date shall be made as Alternate Base Rate
Loans.

2.2 Revolving Credit Notes. The Revolving Credit Loans made by
each Revolving Credit Lender shall be evidenced by a promissory note of the
Borrower, substantially in the form of Exhibit A-1, with appropriate insertions
as to payee, date and principal amount (a "Revolving Credit Note",
collectively, the "Revolving Credit Notes"), payable to the order of such
Revolving Credit Lender and in a principal amount equal to the lesser of (a)
the amount of the initial Revolving Credit Commitment of such Revolving Credit
Lender and (b) the aggregate unpaid principal amount of all Revolving Credit
Loans made by such Revolving Credit Lender. Each Revolving Credit Lender is
hereby authorized to record the date, Type and amount of each Revolving Credit
Loan made by such Revolving Credit Lender, each continuation thereof, each
conversion of all or a portion thereof to another Type, the date and amount of
each payment or prepayment of principal thereof and, in the case of Eurodollar
Loans, the length of each Interest Period with respect thereto, on the schedule
annexed to and constituting a part of its Revolving Credit Note, and any such
recordation shall constitute prima facie evidence of the accuracy of the
information so recorded, provided that the failure by any Revolving Credit
Lender to make any such recordation shall not affect any of the obligations of
the Borrower under such Revolving Credit Note or this Agreement. Each
Revolving Credit Note shall (x) be dated the Amendment and Restatement
Effective Date, (y) be stated to mature on the Revolving Credit Commitment
Termination Date and (z) provide for the payment of interest in accordance with
subsection 4.1.

2.3 Procedure for Revolving Credit Borrowing. The Borrower may
borrow under the Revolving Credit Commitments during the Revolving Credit
Commitment Period on any Business Day, provided that the Borrower shall give
the Agent irrevocable notice (which notice must be received by the Agent prior
to 12:00 P.M., New York City time, (a) three Business Days prior to the
requested Borrowing Date, if all or any part of the requested Revolving Credit
Loans are to be initially Eurodollar Loans, or (b) one Business Day prior to
the requested Borrowing Date, otherwise), specifying (i) the amount to be
borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to
be of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof and
(iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest Periods therefor. Each borrowing under the Revolving Credit
Commitments shall be in an amount equal to (x) in the case of Alternate Base
Rate Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if
the then Available Revolving Credit Commitments are less than $500,000, such
lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole
multiple of $250,000 in excess thereof. Upon receipt of any such notice from
the Borrower, the Agent shall promptly notify each Revolving Credit Lender
thereof. Each Revolving Credit Lender will make the amount of its pro rata
share of each borrowing available to the Agent for the account of the Borrower
at the office of the Agent specified in subsection 12.2 prior to 12:00 P.M.,
New York City time, on the Borrowing Date requested by the Borrower in funds
immediately available to the Agent. Such

<PAGE> 36
31

borrowing will then be made available to the Borrower by the Agent crediting
the account of the Borrower on the books of such office with the aggregate of
the amounts made available to the Agent by the Revolving Credit Lenders and in
like funds as received by the Agent.

2.4 Commitment Fee; Agent Fees. (a) The Borrower agrees to pay
to the Agent for the account of each Lender a commitment fee for the period
from and including the date hereof to the Revolving Credit Commitment
Termination Date, computed at the rate equal to the Commitment Fee Percentage
on the average daily Available Revolving Credit Commitment of such Revolving
Credit Lender during the period for which payment is made, payable quarterly in
arrears on the last day of each March, June, September and December, and on the
Revolving Credit Commitment Termination Date.

(b) The Borrower shall pay to Chase the amounts set forth in the
Fee Letter dated as of July 10, 1997 between Chase and the Borrower in the
amounts and on the dates set forth therein.

2.5 Termination or Reduction of Revolving Credit Commitments.
(a) The Borrower shall have the right, upon not less than five Business Days'
notice to the Agent, to terminate the Revolving Credit Commitments or, from
time to time, reduce the unutilized portion of the amount of the Revolving
Credit Commitments, provided that (i) the Revolving Credit Commitments shall
not be terminated if any Letters of Credit are outstanding and (ii) any such
termination of the Revolving Credit Commitments shall be accompanied by
prepayment in full of the Revolving Credit Loans, Swing Line Loans and L/C
Obligations then outstanding, together with accrued interest thereon to the
date of such prepayment, cancellation of all Letters of Credit and the payment
of any unpaid commitment fee then accrued hereunder, and provided, further,
that any such termination or reduction of Eurodollar Loans shall be made only
on the last day of an Interest Period with respect thereto. Any such reduction
shall be in an amount of $500,000, or a whole multiple of $100,000 in excess
thereof, and shall reduce permanently the amount of the Revolving Credit
Commitments then in effect. Upon termination of the Revolving Credit
Commitments, any Letter of Credit then outstanding which has been fully cash
collateralized shall no longer be considered a "Letter of Credit" as defined in
subsection 1.1, and any L/C Participating Interest heretofore granted by the
Issuing Lender to the Revolving Credit Lenders in such Letter of Credit shall
be deemed terminated but the letter of credit fees payable under subsection 3.3
shall continue to accrue to the Issuing Lender with respect to such Letter of
Credit until the expiry thereof.

(b) In the case of any reduction of the Revolving Credit
Commitments hereunder, to the extent, if any, that the sum of the Revolving
Credit Loans, Swing Line Loans and the Letter of Credit Outstandings exceeds
the Revolving Credit Commitments as so reduced, the Borrower shall make a
prepayment equal to such excess amount, the proceeds of which shall be applied
first, to payment of the Swing Line Loans then outstanding, second, to payment
of the Revolving Credit Loans then outstanding, third, to payment of any L/C
Obligations then outstanding and last, to cash collateralize any outstanding
Letter of Credit on terms satisfactory to the Required Lenders.

<PAGE> 37
32

2.6 Term Loans. (a) The Borrower acknowledges and confirms
that, after giving effect to subsections 6.3(b) and 12.17, the Term Loan
Lenders have made term loans (collectively, the "Term Loans") to it in an
aggregate principal amount of $250,000,000. The Borrower hereby represents,
warrants, agrees, covenants and reaffirms that: (i) it has no (and it
permanently and irrevocably waives, and releases the Agent and the Lenders
from, any, to the extent arising on or prior to the Amendment and Restatement
Effective Date) defense, setoff, claim or counterclaim against the Agent or any
Lender in regard to its Obligations in respect of the Term Loans and (ii)
reaffirms its obligation to pay the Term Loans in accordance with the terms and
provisions of this Agreement and the other Loan Documents.

(b) The Term Loans may from time to time be (a) Eurodollar
Loans, (b) Alternate Base Rate Loans or (c) a combination thereof, as
determined by the Borrower and notified to the Agent in accordance with
subsections 2.8 and 2.11.

(d) [Intentionally Deleted].

2.7 Term Notes. The Term Loan made by each Term Loan Lender
shall be evidenced by a promissory note of the Borrower, substantially in the
form of Exhibit A-2 (a "Term Note") with appropriate insertions therein as to
payee, date and principal amount, payable to the order of such Term Loan Lender
and in a principal amount equal to the Term Loan Commitment of such Term Loan
Lender on the Amendment and Restatement Effective Date. Each Term Loan Lender
is hereby authorized to record the date and amount of each payment or
prepayment of principal of its Term Loan, each continuation thereof, each
conversion of all or a portion thereof to another Type and, in the case of
Eurodollar Loans, the length of each Interest Period with respect thereto, on
the schedule annexed to and constituting a part of its Term Note and any such
recordation shall constitute prima facie evidence of the accuracy of the
information so recorded, provided that the failure by any Term Loan Lender to
make any such recordation shall not affect any of the obligations of the
Borrower under such Term Note or this Agreement. The Term Note of each Term
Loan Lender shall (a) be dated the Amendment and Restatement Effective Date,
(b) be stated to mature on the Term Loan Termination Date, and (c) be repaid in
12 consecutive semi-annual installments, commencing December 31, 1997, in an
amount for such installment equal to such Term Loan Lender's Term Loan
Commitment Percentage of the amounts set forth below:

<TABLE>
<CAPTION>
Date Payment
---- -------
<S> <C>
December 31, 1997 $12,500,000
June 30, 1998 12,500,000
December 31, 1998 12,500,000
June 30, 1999 12,500,000
December 31, 1999 18,750,000
</TABLE>

<PAGE> 38
33

<TABLE>
<S> <C>
June 30, 2000 18,750,000
December 31, 2000 25,000,000
June 30, 2001 25,000,000
December 31, 2001 25,000,000
June 30, 2002 25,000,000
December 31, 2002 31,250,000
June 30, 2003 31,250,000
</TABLE>

Each Term Note shall provide for the payment of interest in accordance with
subsection 4.1.

2.8 [Intentionally Deleted].

2.9 Optional Prepayments. The Borrower may, at any time and
from time to time, prepay the Loans, in whole or in part, without premium or
penalty, upon at least three Business Days' irrevocable notice to the Agent (or
one Business Day's notice where only Alternate Base Rate Loans are to be
prepaid), specifying the date and amount of prepayment and whether the
prepayment is of (i) Eurodollar Loans, Alternate Base Rate Loans or a
combination thereof, and, if of a combination thereof, the amount allocable to
each and (ii) Term Loans, Revolving Credit Loans or a combination thereof, and
if of a combination thereof, the amount allocable to each, provided that unless
the Borrower elects to deposit with the Agent the amount of any breakage costs
and other Eurodollar Loan related costs to be incurred by the Borrower under
this Agreement with respect to the prepayment of such Eurodollar Loan prior to
the end of an Interest Period, any such prepayment of Eurodollar Loans may only
be made on the last day of an Interest Period with respect thereto. Upon
receipt of any such notice the Agent shall promptly notify each Term Loan
Lender or Revolving Credit Lender, as the case may be, thereof. If any such
notice is given, the amount specified in such notice shall be due and payable
on the date specified therein, together with, in the case of prepayments of the
Term Loans only, accrued interest to such date on the amount prepaid. The
first $10,000,000 of optional prepayments of the Term Loans shall be applied to
the installments thereof as the Borrower elects, and thereafter ratably based
on the remaining number of payments thereof. Amounts prepaid on account of the
Term Loans may not be reborrowed. Partial prepayments shall be in an aggregate
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.

2.10 Mandatory Prepayments and Revolving Credit Commitment
Reductions. (a) If, subsequent to the Amendment and Restatement Effective
Date, unless the Required Lenders and the Borrower shall otherwise agree,
Holdings, the Borrower or any of their Subsidiaries shall incur any
Indebtedness other than any Indebtedness permitted pursuant to subsection 8.2,
100% of the Net Cash Proceeds thereof shall on the first Business Day after
receipt, be applied toward the prepayment of the Loans and reduction of
Commitments as set forth in paragraph (d) of this subsection 2.10.

(b) Unless the Required Lenders shall otherwise agree, if the
Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any
Asset Sale (including the sale and leaseback of assets) or any mortgage of any
real property, such Net Cash Proceeds shall, on the first Business Day after
receipt, be applied toward the prepayment of the Loans and

<PAGE> 39
34

reduction of Commitments as set forth in paragraph (d) of this subsection 2.10,
provided that no such prepayment shall be required with respect to any Asset
Sale by a Subsidiary to the extent that: (i) if any amounts are owing by such
Subsidiary under a Subsidiary Note, the Net Cash Proceeds realized from such
Asset Sale or mortgage are applied, on the first Business Day after receipt, to
the repayment of such amounts owing under such Subsidiary Note, and the
Borrower, upon its receipt of such payments under the Subsidiary Note, applies
(and the Borrower shall so apply) the proceeds thereof toward the prepayment of
the Loans as set forth in paragraph (d) of this subsection 2.10; or (ii) if no
amounts are owing by such Subsidiary under a Subsidiary Note, the Net Cash
Proceeds realized from such Asset Sale or mortgage are applied, on the first
Business Day after receipt, to the repayment of amounts owing under any other
Subsidiary Note, and the Borrower, upon its receipt of such payments with
respect to such other Subsidiary Note or Notes pursuant to the Foreign
Subsidiary Guarantee, applies (and the Borrower shall so apply) the proceeds
thereof toward the prepayment of the Loans as set forth in paragraph (d) of
this subsection 2.10; or (iii) if such Subsidiary is a Foreign Subsidiary and
no amounts are owing by any Foreign Subsidiary under any Subsidiary Note, the
Net Cash Proceeds realized from such Asset Sale or mortgage are applied to the
permanent repayment of Indebtedness of such Foreign Subsidiary permitted under
subsection 8.2(c).

(d) All mandatory prepayments shall be applied first to the Term
Loans according to the remaining installments of such Loans ratably based on
the remaining number of payments thereof and second to the permanent reduction
of the Revolving Credit Commitments (and prepayment of Revolving Credit Loans
and cash collateralization or replacement of outstanding Letters of Credit).
The application of prepayments referred to in the preceding sentence shall be
made first to Alternate Base Rate Loans and second to Eurodollar Loans.
Mandatory prepayments of the Term Loans may not be reborrowed.

(e) If at any time the sum of the Revolving Credit Loans, Swing
Line Loans and the Letter of Credit Outstandings exceeds the Revolving Credit
Commitments less the amount of any working capital facility described in
subsection 8.2(i), to the extent that it is not supported by a Letter of Credit
as described in subsection 8.2(i)(i) (including at any time after any reduction
of the Revolving Credit Commitments pursuant to subsection 2.5 or this
subsection 2.10), the Borrower shall make a payment in the amount of such
excess which payment shall be applied in the order set forth in subsection
2.5(b).

(f) If at any time the Borrower or any Subsidiary shall receive
any cash proceeds of any casualty or condemnation insurance in excess of
$2,000,000 pursuant to subsection 8.6(c), such proceeds shall be deposited with
the Agent who shall hold such proceeds in a cash collateral account
satisfactory to it. From time to time upon request, the Agent will release
such proceeds to the Borrower or such Subsidiary, as necessary, to pay for
replacement or rebuilding of the assets lost or condemned. If such assets are
not replaced or rebuilt within, or binding contractual commitments to replace
or rebuild such assets are not in full force and effect at anytime after, 180
days (subject to reasonable extension for force majeure or weather delays)
following the condemnation or casualty, the Agent may apply any

<PAGE> 40
35

amounts in the cash collateral account to the repayment of the Loans in
accordance with subsection 2.10(d).

(g) The provisions of this subsection 2.10 shall not be in
derogation of any other covenant or obligation of the Borrower and its
Subsidiaries under the Loan Documents and shall not be construed as a waiver
of, or a consent to departure from, any such covenant or obligation.

2.11 Conversion and Continuation Options. (a) The Borrower may
elect from time to time to convert Eurodollar Loans to Alternate Base Rate
Loans, by giving the Agent at least two Business Days' prior irrevocable notice
of such election. The Borrower may elect from time to time to convert
Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least
three Business Days' prior irrevocable notice of such election. Any such
notice of conversion to Eurodollar Loans shall specify the length of the
initial Interest Period or Interest Periods therefor. Upon receipt of any such
notice the Agent shall promptly notify each Term Loan Lender or Revolving
Credit Lender, as the case may be, thereof. All or any part of outstanding
Eurodollar Loans and Alternate Base Rate Loans may be converted as provided
herein, provided that (i) no Alternate Base Rate Loan may be converted into a
Eurodollar Loan when any Event of Default has occurred and is continuing and
the Agent has or the Required Lenders have determined that such a conversion is
not appropriate and (ii) any such conversion may only be made if, after giving
effect thereto, subsection 2.12 shall not have been contravened.

(b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the Agent, in accordance with the applicable
provisions of the term "Interest Period" set forth in subsection 1.1, of the
length of the next Interest Period to be applicable to such Loans, provided
that no Eurodollar Loan may be continued as such (i) when any Event of Default
has occurred and is continuing and the Agent has or the Required Lenders have
determined that such a continuation is not appropriate or (ii) if, after giving
effect thereto, subsection 2.12 would be contravened and provided, further,
that if the Borrower shall fail to give any required notice as described above
in this paragraph or if such continuation is not permitted pursuant to the
preceding proviso such Eurodollar Loans shall be automatically converted to
Alternate Base Rate Loans on the last day of such then expiring Interest
Period.

(c) All Swing Line Loans shall bear interest based at the
Alternate Base Rate plus the Applicable Margin, and are not subject to
conversion.

2.12 Minimum Amounts of Tranches. All borrowings, conversions
and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of the Loans
comprising each Eurodollar Tranche shall be equal to $1,000,000 or a whole
multiple of $250,000 in excess thereof. There may not be more than 10
Eurodollar Tranches outstanding at any one time.

<PAGE> 41
36

2.13 Swing Line Commitment. (a) Subject to the terms and
conditions hereof, the Swing Line Lender agrees to make swing line loans
(individually, a "Swing Line Loan"; collectively, the "Swing Line Loans") to
the Borrower from time to time during the Revolving Credit Commitment Period in
an aggregate principal amount at any one time outstanding not to exceed
$10,000,000, provided that at no time may the sum of the Swing Line Loans, the
Revolving Credit Loans and Letter of Credit Outstandings exceed the Revolving
Credit Commitments less the amount of any working capital facility described in
subsection 8.2(i), to the extent that it is not supported by a Letter of Credit
as described in subsection 8.2(i)(i). During the Revolving Credit Commitment
Period, the Borrower may use the Swing Line Commitment by borrowing, prepaying
the Swing Line Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof. All Swing Line Loans shall be made as
Alternate Base Rate Loans and shall not be entitled to be converted into
Eurodollar Loans. The Borrower shall give the Swing Line Lender irrevocable
notice (which notice must be received by the Swing Line Lender prior to 3:00
p.m., New York City time) on the requested Borrowing Date specifying the amount
of the requested Swing Line Loan which shall be in an aggregate minimum amount
of $250,000 or a whole multiple of $50,000 in excess thereof. The proceeds of
the Swing Line Loan will be made available by the Swing Line Lender to the
Borrower at the office of the Swing Line Lender by 3:00 p.m. on the Borrowing
Date by crediting the account of the Borrower at such office with such
proceeds. The Borrower may at any time and from time to time, prepay the Swing
Line Loans, in whole or in part, without premium or penalty, by notifying the
Swing Line Lender prior to 3:00 p.m. on any Business Day of the date and amount
of prepayment. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein. Partial
prepayments shall be in an aggregate principal amount of $250,000 or a whole
multiple of $50,000 in excess thereof.

(b) The Swing Line Loans shall be evidenced by a promissory note
of the Borrower substantially in the form of Exhibit A-3 to this Agreement,
with appropriate insertions (the "Swing Line Note"), payable to the order of
the Swing Line Lender and representing the obligation of the Borrower to pay
the amount of the Swing Line Commitment or, if less, the unpaid principal
amount of the Swing Line Loans, with interest thereon as prescribed in
subsection 4.1. The Swing Line Lender is hereby authorized to record the
Borrowing Date, the amount of each Swing Line Loan and the date and amount of
each payment or prepayment of principal thereof, on the schedule annexed to and
constituting a part of the Swing Line Note and any such recordation shall
constitute prima facie evidence of the accuracy of the information so recorded,
provided that the failure by the Swing Line Lender to make any such recordation
shall not affect any of the obligations of the Borrower under such Swing Line
Note or this Agreement. The Swing Line Note shall (a) be dated the Closing
Date, (b) be stated to mature on the Revolving Credit Commitment Termination
Date and (c) bear interest for the period from the date thereof until paid in
full on the unpaid principal amount thereof from time to time outstanding at
the applicable interest rate per annum determined as provided in, and payable
as specified in, subsection 4.1.

(c) The Swing Line Lender, at any time in its sole and absolute
discretion may, on behalf of the Borrower (which hereby irrevocably directs the
Swing Line Lender to act on its behalf) request each Revolving Credit Lender
including the Swing Line Lender, to make

<PAGE> 42
37

a Revolving Credit Loan in an amount equal to such Lender's Revolving Credit
Commitment Percentage of the amount of the Swing Line Loans outstanding on the
date such notice is given (the "Refunded Swing Line Loans"). Unless any of the
events described in paragraph (f) of Section 9 shall have occurred with respect
to the Borrower (in which event the procedures of paragraph (e) of this
subsection 2.13 shall apply) each Revolving Credit Lender shall make the
proceeds of its Revolving Credit Loan available to the Agent for the account of
the Swing Line Lender at the office of the Agent specified in subsection 12.2
prior to 12:00 Noon (New York City time) in funds immediately available on the
Business Day next succeeding the date such notice is given. The proceeds of
such Revolving Credit Loans shall be immediately applied to repay the Refunded
Swing Line Loans. Effective on the day such Revolving Credit Loans are made,
the portion of the Swing Line Loans so paid shall no longer be outstanding as
Swing Line Loans, shall no longer be due under the Swing Line Note and shall be
due under the respective Revolving Credit Notes issued to the Revolving Credit
Lenders in accordance with their respective Revolving Credit Commitment
Percentages. The Borrower authorizes the Swing Line Lender to charge the
Borrower's accounts with the Agent (up to the amount available in each such
account) in order to immediately pay the amount of such Refunded Swing Line
Loans to the extent amounts received from the Revolving Credit Lenders are not
sufficient to repay in full such Refunded Swing Line Loans.

(d) Notwithstanding anything herein to the contrary, the Swing
Line Lender shall not be obligated to make any Swing Line Loans if the
conditions set forth in subsections 6.3 (as of the Amendment and Restatement
Effective Date) and 6.2 have not been satisfied.

(e) If prior to the making of a Revolving Credit Loan pursuant
to paragraph (c) of subsection 2.13 one of the events described in paragraph
(f) of Section 9 shall have occurred and be continuing with respect to the
Borrower, each Revolving Credit Lender will, on the date such Revolving Credit
Loan was to have been made pursuant to the notice in subsection 2.13(c),
purchase an undivided participating interest in the Refunded Swing Line Loan in
an amount equal to (i) its Revolving Credit Commitment Percentage times (ii)
the aggregate principal amount of Swing Line Loans then outstanding which were
to have been repaid with such Revolving Credit Loans. Each Revolving Credit
Lender will immediately transfer to the Swing Line Lender, in immediately
available funds, the amount of its participation, and upon receipt thereof the
Swing Line Lender will deliver to such Revolving Credit Lender a Swing Line
Loan Participation Certificate dated the date of receipt of such funds and in
such amount.

(f) Whenever, at any time after any Revolving Credit Lender has
purchased a participating interest in a Swing Line Loan, the Swing Line Lender
receives any payment on account thereof, the Swing Line Lender will distribute
to such Revolving Credit Lender its participating interest in such amount
(appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Revolving Credit Lender's participating
interest was outstanding and funded); provided, however, that in the event that
such payment received by the Swing Line Lender is required to be returned, such
Revolving Credit Lender will return to the Swing Line Lender any portion
thereof previously distributed by the Swing Line Lender to it.

<PAGE> 43
38

(g) Each Revolving Credit Lender's obligation to make the Loans
referred to in subsection 2.13(c) and to purchase participating interests
pursuant to subsection 2.13(e) shall be absolute and unconditional and shall
not be affected by any circumstance, including, without limitation, (i) any
set-off, counterclaim, recoupment, defense or other right which such Revolving
Credit Lender or the Borrower may have against the Swing Line Lender, the
Borrower or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default or an Event of Default; (iii) any adverse change in
the condition (financial or otherwise) of the Borrower; (iv) any breach of this
Agreement or any other Loan Document by the Borrower, Holdings, any Subsidiary
or any other Lender; or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

SECTION 3. LETTERS OF CREDIT

3.1 The L/C Commitment. (a) Subject to the terms and
conditions hereof, the Issuing Lender, in reliance on the agreements of the
other Revolving Credit Lenders set forth in subsection 3.4(a), agrees to issue
Letters of Credit for the account of the Borrower on any Business Day during
the Revolving Credit Commitment Period in such form as may be approved from
time to time by the Issuing Lender; provided that (x) the Issuing Lender shall
not issue any Letter of Credit that has an expiry date later than the Revolving
Credit Commitment Termination Date or if, after giving effect to such issuance,
the aggregate Available Revolving Credit Commitments would be less than zero
and (y) no Letter of Credit shall be issued if after giving effect thereto the
Letter of Credit Outstandings would exceed $30,000,000. No Standby L/C shall
have an expiry date more than one year after its date of issuance (except that
up to $5,000,000 of Standby L/Cs may have expiry dates up to 3 years after
their dates of issuance) and no Trade L/C shall have an expiry date more than
180 days after its issuance, provided, however, that any Letter of Credit may
provide for the renewal thereof for additional periods not to exceed one year
(which shall in no event extend beyond the Revolving Credit Termination Date).
Each Letter of Credit shall be denominated in Dollars.

(b) Each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the State of
New York.

(c) The Issuing Lender shall not at any time be obligated to
issue any Letter of Credit hereunder if such issuance would conflict with, or
cause the Issuing Lender or any Participating Lender to exceed any limits
imposed by, any applicable Requirement of Law.

3.2 Procedure for Issuance of Letters of Credit. The Borrower
may from time to time request that the Issuing Lender issue a Letter of Credit
by delivering to the Issuing Lender and the Agent at their respective address
for notices specified herein a commercial letter of credit application in the
Issuing Lender's then customary form (a "Trade L/C Application") or a standby
letter of credit application in the Issuing Lender's then customary form (a
"Standby L/C Application"), as the case may be, in each case completed to the
satisfaction of the Issuing Lender, and such other certificates, documents and
other papers and information as may be customary for letters of credit of the
kind being requested and as the

<PAGE> 44
39

Issuing Lender may reasonably request. Upon receipt of any Letter of Credit
Application, the Issuing Lender will process such Letter of Credit Application
and the certificates, documents and other papers and information delivered to
it in connection therewith in accordance with its customary procedures and,
upon receipt by the Issuing Lender of confirmation from the Agent that issuance
of such Letter of Credit will not contravene subsection 3.1, the Issuing Lender
shall promptly issue the Letter of Credit requested thereby (but in no event
shall the Issuing Lender be required to issue any Letter of Credit earlier than
three Business Days after its receipt of the Letter of Credit Application
therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender
and the Borrower. The Issuing Lender shall furnish a copy of such Letter of
Credit to the Borrower and the Agent promptly following the issuance thereof.

3.3 Fees, Commissions and Other Charges. (a) The Borrower
shall pay to the Agent, for the account of the Issuing Lender and the
Participating Lenders, a letter of credit commission with respect to each
Standby L/C and each Trade L/C calculated at a rate per annum equal to the
Applicable Margin on Eurodollar Loans on the face amount of such Letter of
Credit. A portion of the commission equal to 1/4% per annum on the face amount
of each Letter of Credit shall be payable to the Issuing Lender for its own
account and the remaining amount shall be payable to the Issuing Lender and the
Participating Lenders to be shared ratably among them in accordance with their
respective Revolving Credit Commitment Percentages. The commission for each
Letter of Credit shall be payable quarterly in arrears on each March 31, June
30, September 30, and December 31 and upon the termination of the Revolving
Credit Commitments and based on the daily average undrawn amount of each Letter
of Credit during the period for which payment is made.

(b) In addition to the foregoing fees and commissions, the
Borrower shall pay or reimburse the Issuing Lender for such normal and
customary costs and expenses as are incurred or charged by the Issuing Lender
in issuing, effecting payment under, amending, negotiating charges or otherwise
administering any Letter of Credit.

(c) The Agent shall, promptly following its receipt thereof,
distribute to the Issuing Lender and the Participating Lenders all fees and
commissions received by the Agent for their respective accounts pursuant to
this subsection.

3.4 L/C Participations. (a) Effective on the date of issuance
of each Letter of Credit, the Issuing Lender irrevocably agrees to grant and
hereby grants to each Participating Lender, and each Participating Lender
irrevocably agrees to accept and purchase and hereby accepts and purchases from
the Issuing Lender, on the terms and conditions hereinafter stated, for such
Participating Lender's own account and risk an undivided interest equal to such
Participating Lender's Revolving Credit Commitment Percentage in the Issuing
Lender's obligations and rights under each Letter of Credit issued by the
Issuing Lender and the amount of each draft paid by the Issuing Lender
thereunder. Each Participating Lender unconditionally and irrevocably agrees
with the Issuing Lender that, if a draft is paid under any Letter of Credit for
which such Issuing Lender is not reimbursed in full by the Borrower in
accordance with the terms of this Agreement, such Participating Lender shall
pay to the Agent, for the account

<PAGE> 45
40

of the Issuing Lender, upon demand at the Agent's address specified in
subsection 12.2, an amount equal to such Participating Lender's Revolving
Credit Commitment Percentage of the amount of such draft, or any part thereof,
which is not so reimbursed. On the date that any Assignee becomes a Revolving
Credit Lender party to this Agreement in accordance with subsection 12.6,
participating interests in any outstanding Letters of Credit held by the
transferor Lender from which such Assignee acquired its interest hereunder
shall be proportionately reallotted between such Assignee and such transferor
Lender. Each Participating Lender hereby agrees that its obligation to
participate in each Letter of Credit, and to pay or to reimburse the Issuing
Lender for its participating share of the drafts drawn or amounts otherwise
paid thereunder, is absolute, irrevocable and unconditional and shall not be
affected by any circumstances whatsoever (including, without limitation, the
occurrence or continuance of any Default or Event of Default), and that each
such payment shall be made without offset, abatement, withholding or other
reduction whatsoever.

(b) If any amount required to be paid by any Participating
Lender to the Issuing Lender pursuant to subsection 3.4(a) in respect of any
unreimbursed portion of any draft paid by the Issuing Lender under any Letter
of Credit is paid to the Issuing Lender within three Business Days after the
date such payment is due, such Participating Lender shall pay to the Agent, for
the account of the Issuing Lender, on demand, an amount equal to the product of
(i) such amount, times (ii) the daily average Federal Funds Effective Rate
during the period from and including the date such payment is required to the
date on which such payment is immediately available to the Issuing Lender,
times (iii) a fraction the numerator of which is the number of days that
elapsed during such period and the denominator of which is 360. If any such
amount required to be paid by any Participating Lender pursuant to subsection
3.4(a) is not in fact made available to the Agent, for the account of the
Issuing Lender, by such Participating Lender within three Business Days after
the date such payment is due, the Issuing Lender shall be entitled to recover
from such Participating Lender, on demand, such amount with interest thereon
calculated from such due date at the rate per annum applicable to Alternate
Base Rate Loans hereunder. A certificate of the Issuing Lender submitted to
any Participating Lender with respect to any amounts owing under this
subsection shall be conclusive in the absence of manifest error.

(c) Whenever, at any time after the Issuing Lender has paid a
draft under any Letter of Credit and has received from any Participating Lender
its pro rata share of such payment in accordance with subsection 3.4(a), the
Issuing Lender receives any reimbursement on account of such unreimbursed
portion, or any payment of interest on account thereof, the Issuing Lender will
pay to the Agent, for the account of such Participating Lender, its pro rata
share thereof and will deliver to such Participating Lender an L/C
Participation Certificate in the form of Exhibit C; provided, however, that in
the event that any such payment received by the Issuing Lender shall be
required to be returned by the Issuing Lender, such Participating Lender shall
return to the Agent for the account of the Issuing Lender, the portion thereof
previously distributed to it.

3.5 Reimbursement Obligation of the Borrower. The Borrower
agrees to reimburse the Issuing Lender on each date on which the Issuing Lender
notifies the Borrower of the date and amount of a draft presented under any
Letter of Credit and paid by the Issuing

<PAGE> 46
41

Lender for the amount of (a) such draft so paid and (b) any taxes, fees,
charges or other costs or expenses incurred by the Issuing Lender in connection
with such payment. Each such payment shall be made to the Issuing Lender at
its address for notices specified herein in lawful money of the United States
of America and in immediately available funds. Interest shall be payable on
any and all amounts remaining unpaid by the Borrower under this subsection from
the date such amounts become payable until payment in full, at the rate which
would be payable on Alternate Base Rate Loans at such time.

3.6 Obligations Absolute. The Borrower's obligations under this
Section 3 shall be irrevocable, absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which the Borrower or any other Person may have or have had against the
Issuing Lender or any beneficiary of a Letter of Credit. The Borrower also
agrees with the Issuing Lender that the Issuing Lender shall not be responsible
for, and the Borrower's Obligations under subsection 3.5 shall not be affected
by, among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee. The Issuing
Lender and the Participating Lenders shall not be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Letter of
Credit, except for errors or omissions caused by the Issuing Lender's or
Participating Lender's gross negligence or willful misconduct. The Borrower
agrees that any action taken or omitted by the Issuing Lender under or in
connection with any Letter of Credit or the related drafts or documents, if
done in the absence of gross negligence or willful misconduct and in accordance
with the standards of care specified in the Uniform Commercial Code of the
State of New York, shall be binding on the Borrower and shall not result in any
liability of such Issuing Lender to the Borrower.

3.7 Letter of Credit Payments. If any draft shall be presented
for payment under any Letter of Credit, the Issuing Lender shall promptly
notify the Borrower and the Agent of the date and amount thereof. The
responsibility of the Issuing Lender to the Borrower in connection with any
draft presented for payment under any Letter of Credit shall, in addition to
any payment obligation expressly provided for in such Letter of Credit, be
limited to determining that the documents (including each draft) delivered
under such Letter of Credit in connection with such presentment are in
conformity with such Letter of Credit.

3.8 Letter of Credit Applications. To the extent that any
provision of any Letter of Credit Application, including any reimbursement
provisions contained therein, related to any Letter of Credit is inconsistent
with the provisions of this Section 3, the provisions of this Section 3 shall
prevail.

3.9 Existing Letters of Credit. Each letter of credit issued by
the Issuing Lender under the Existing Credit Agreement and outstanding on the
Amendment and Restatement Effective Date shall for all purposes of this
Agreement and the other Loan Documents be deemed to be Letters of Credit issued
on the Amendment and Restatement Effective Date.

<PAGE> 47
42

SECTION 4. GENERAL PROVISIONS

4.1 Interest Rates and Payment Dates. (a) Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such
day plus the Applicable Margin.

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

(c) Upon the occurrence and during the continuance of any Event
of Default specified in subsection 9(a), the Loans and any overdue amounts
hereunder shall bear interest at a rate per annum which is (x) in the case of
the Loans, the rate that would otherwise be applicable thereto pursuant to the
foregoing provisions of this subsection plus 2% or (y) in the case of overdue
interest, commitment fee or other amount, the rate described in paragraph (b)
of this subsection plus 2%.

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

4.2 Computation of Interest and Fees. (a) Interest on
Alternate Base Rate Loans, commitment fees, interest on overdue interest,
commitment fees and other amounts payable hereunder and interest on Eurodollar
Loans shall be calculated on the basis of a 360-day year for the actual days
elapsed. The Agent shall as soon as practicable notify the Borrower and the
Revolving Credit Lenders or the Term Loan Lenders, as the case may be, of each
determination of a Eurodollar Rate. Any change in the interest rate on a Loan
resulting from a change in the Alternate Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change becomes effective. The Agent shall as soon as practicable
notify the Borrower and the Revolving Credit Lenders or the Term Loan Lenders,
as the case may be, of the effective date and the amount of each such change in
interest rate.

(b) Each determination of an interest rate by the Agent pursuant
to any provision of this Agreement shall be conclusive and binding on the
Borrower and the Lenders in the absence of manifest error. The Agent shall, at
the request of the Borrower, deliver to the Borrower a statement showing the
quotations used by the Agent in determining any interest rate pursuant to
subsection 4.1(a) or (c).

4.3 Inability to Determine Interest Rate. If prior to the first
day of any Interest Period:

(a) the Agent shall have determined (which determination shall
be conclusive and binding upon the Borrower) that, by reason of
circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Eurodollar Rate for such
Interest Period, or

<PAGE> 48
43

(b) the Agent shall have received notice from the Required
Lenders that the Eurodollar Rate determined or to be determined for such
Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders) of making or
maintaining their affected Loans during such Interest Period,

the Agent shall give telecopy or telephonic notice thereof to the Borrower and
the Lenders as soon as practicable thereafter. If such notice is given (x) any
Eurodollar Loans requested to be made on the first day of such Interest Period
shall be made as Alternate Base Rate Loans, (y) any Loans that were to have
been converted on the first day of such Interest Period to Eurodollar Loans
shall be converted to or continued as Alternate Base Rate Loans and (z) any
outstanding Eurodollar Loans shall be converted, on the first day of such
Interest Period, to Alternate Base Rate Loans. Until such notice has been
withdrawn by the Agent (which the Agent agrees to do when the circumstances
that prompted the delivery of such notice no longer exist), no further
Eurodollar Loans shall be made or continued as such, nor shall the Borrower
have the right to convert Loans to Eurodollar Loans.

4.4 Pro Rata Treatment and Payments. (a) Each borrowing,
conversion or continuation pursuant to subsection 2.11, of Loans (other than
Swing Line Loans) by the Borrower from the Lenders, and any reduction of the
Commitments of the Lenders hereunder, shall be made pro rata according to the
relevant Commitment Percentages of the Lenders.

(b) Whenever (i) any payment received by the Agent under this
Agreement or any Note or (ii) any other amounts received by the Agent for or on
behalf of the Borrower (including, without limitation, proceeds of collateral
or payments under any guarantee) is insufficient to pay in full all amounts
then due and payable to the Agent and the Lenders under this Agreement and the
Notes, such payment shall be distributed by the Agent and applied by the Agent
and the Lenders in the following order: First, to the payment of fees and
expenses due and payable to the Agent under and in connection with this
Agreement; Second, to the payment of all expenses due and payable under
subsection 12.5, ratably among the Agent and the Lenders in accordance with the
aggregate amount of such payments owed to the Agent and each such Lender;
Third, to the payment of fees due and payable under subsections 2.4 and 3.3(a),
ratably among the Revolving Credit Lenders in accordance with the Revolving
Credit Commitment Percentage of each Revolving Credit Lender and, in the case
of the Issuing Lender, the amount retained by the Issuing Lender for its own
account pursuant to subsection 3.3(a); Fourth, to the payment of interest then
due and payable under the Notes, ratably in accordance with the aggregate
amount of interest owed to each such Lender; and Fifth, to the payment of the
principal amount of the Notes and the L/C Obligations then due and payable and,
in the case of proceeds of collateral or payments under any guarantee, to the
payment of any other obligations to any Lender not covered in First through
Fourth above ratably secured by such collateral or ratably guaranteed under any
such guarantee, ratably among the Lenders in accordance with the aggregate
principal amount and, in the case of proceeds of collateral or payments under
any guarantee, the obligations secured or guaranteed thereby owed to each such
Lender.

(c) If any Revolving Credit Lender (a "Non-Funding Lender") has
(x) failed to make a Revolving Credit Loan required to be made by it hereunder,
and the Agent has

<PAGE> 49
44

determined that such Revolving Credit Lender is not likely to make such
Revolving Credit Loan or (y) given notice to the Borrower or the Agent that it
will not make, or that it has disaffirmed or repudiated any obligation to make,
any Revolving Credit Loans, in each case by reason of the provisions of the
Financial Institutions Reform, Recovery and Enforcement Act of 1989 or
otherwise, any payment made on account of the principal of the Revolving Credit
Loans outstanding shall be made as follows:

(i) in the case of any such payment made on any date when and
to the extent that, in the determination of the Agent, the Borrower
would be able, under the terms and conditions hereof, to reborrow the
amount of such payment under the Revolving Credit Commitments and to
satisfy any applicable conditions precedent set forth in subsection 6.2
to such reborrowing, such payment shall be made on account of the
outstanding Revolving Credit Loans held by the Revolving Credit Lenders
other than the Non-Funding Lender pro rata according to the respective
outstanding principal amounts of the Revolving Credit Loans of such
Revolving Credit Lenders;

(ii) otherwise, such payment shall be made on account of the
outstanding Revolving Credit Loans held by the Revolving Credit Lenders
pro rata according to the respective outstanding principal amounts of
such Revolving Credit Loans; and

(iii) any payment made on account of interest on the Revolving
Credit Loans shall be made pro rata according to the respective amounts
of accrued and unpaid interest due and payable on the Revolving Credit
Loans with respect to which such payment is being made.

The Borrower agrees to give the Agent such assistance in making any
determination pursuant to this paragraph as the Agent may reasonably request.
Any such determination by the Agent shall be conclusive and binding on the
Lenders.

(d) All payments (including prepayments) to be made by the
Borrower on account of principal, interest and fees shall be made without set-
off or counterclaim and shall be made to the Agent, for the account of the
Lenders at the Agent's office located at 270 Park Avenue, New York, New York
10017, in lawful money of the United States of America and in immediately
available funds. The Agent shall promptly distribute such payments in
accordance with the provisions of subsection 4.4(b) promptly upon receipt in
like funds as received. If any payment hereunder (other than payments on the
Eurodollar Loans) would become due and payable on a day other than a Business
Day, such payment shall become due and payable on the next succeeding Business
Day and, with respect to payments of principal, interest thereon shall be
payable at the applicable rate during such extension. If any payment on a
Eurodollar Loan becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day (and
with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension), unless the result of such
extension would be to extend such payment into another calendar month in which
event such payment shall be made on the immediately preceding Business Day.

<PAGE> 50
45

(e) Unless the Agent shall have been notified in writing by any
Lender prior to a Borrowing Date that such Lender will not make the amount that
would constitute its relevant Commitment Percentage of the borrowing on such
date available to the Agent, the Agent may assume that such Lender has made
such amount available to the Agent on such Borrowing Date, and the Agent may,
in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is made available to the Agent on a date
after such Borrowing Date, such Lender shall pay to the Agent on demand an
amount equal to the product of (i) the daily average Federal Funds Effective
Rate during such period, times (ii) the amount of such Lender's relevant
Commitment Percentage of such borrowing, times (iii) a fraction the numerator
of which is the number of days that elapse from and including such Borrowing
Date to the date on which such Lender's relevant Commitment Percentage of such
borrowing shall have become immediately available to the Agent and the
denominator of which is 360. A certificate of the Agent submitted to any
Lender with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error. If such Lender's relevant
Commitment Percentage of such borrowing is not in fact made available to the
Agent by such Lender within three Business Days of such Borrowing Date, the
Agent shall be entitled to recover such amount with interest thereon at the
rate per annum applicable to Alternate Base Rate Loans hereunder, on demand,
from the Borrower. The failure of any Lender to make any Loan to be made by it
shall not relieve any other Lender of its obligation, if any, hereunder to make
its Loan on such Borrowing Date, but no Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such other Lender on
such Borrowing Date.

4.5 Illegality. Notwithstanding any other provision herein, if
the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert Alternate Base Rate Loans to Eurodollar
Loans shall forthwith be cancelled and (b) such Lender's Loans then outstanding
as Eurodollar Loans, if any, shall be converted automatically to Alternate Base
Rate Loans on the respective last days of the then current Interest Periods
with respect to such Loans or within such earlier period as required by law;
provided that before making any such demand, each Lender agrees to use
reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions and so long as such efforts would not be
disadvantageous to it, in its reasonable discretion, in any legal, economic or
regulatory manner) to designate a different lending office if the making of
such a designation would allow the Lender or its lending office to continue to
perform its obligations to make Eurodollar Loans and avoid the need for, or
materially reduce the amount of, such increased cost. If any such conversion
of a Eurodollar Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower shall pay to such
Lender such amounts, if any, as may be required pursuant to subsection 4.8. If
circumstances subsequently change so that any affected Lender shall determine
that it is no longer so affected, such Lender will promptly notify the Borrower
and the Agent, and upon receipt of such notice, the obligations of such Lender
to make or continue Eurodollar Loans or to convert Alternate Base Rate Loans
into Eurodollar Loans shall be reinstated.

<PAGE> 51
46

4.6 Requirements of Law. (a) If the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the Amendment and Restatement Effective Date:

(i) shall subject any Lender to any tax of any kind whatsoever
with respect to this Agreement, any Note, any Letter of Credit, any
Letter of Credit Application or any Eurodollar Loan, or change the basis
of taxation of payments to such Lender in respect thereof (except for
taxes covered by subsection 4.7 and changes in the rate of tax on the
overall net income of such Lender);

(ii) shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan or similar requirement against assets
held by, deposits or other liabilities in or for the account of,
advances, loans or other extensions of credit (including, without
limitation, letters of credit) by, or any other acquisition of funds by,
any office of such Lender; or

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

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting
into, continuing or maintaining Eurodollar Loans or to increase the cost to
such Lender, by an amount which such Lender deems to be material, of issuing or
maintaining any Letter of Credit or participation therein or to reduce any
amount receivable hereunder in respect thereof, then, in any such case, the
Borrower shall promptly pay such Lender, upon its demand, any additional
amounts necessary to compensate such Lender for such increased cost or reduced
amount receivable, provided that before making any such demand, each Lender
agrees to use reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions and so long as such efforts would not be
disadvantageous to it, in its reasonable discretion, in any legal, economic or
regulatory manner) to designate a different Eurodollar lending office if the
making of such designation would allow the Lender or its Eurodollar lending
office to continue to perform its obligations to make Eurodollar Loans or to
continue to fund or maintain Eurodollar Loans and avoid the need for, or
materially reduce the amount of, such increased cost. If any Lender becomes
entitled to claim any additional amounts pursuant to this subsection, it shall
promptly notify (in any event no later than 90 days after such Lender becomes
entitled to make such claim) the Borrower, through the Agent, of the event by
reason of which it has become so entitled. A certificate as to any additional
amounts payable pursuant to this subsection submitted by such Lender, through
the Agent, to the Borrower shall be conclusive in the absence of manifest
error. If the Borrower so notifies the Agent within five Business Days after
any Lender notifies the Borrower of any increased cost pursuant to the
foregoing provisions of this subsection 4.6, the Borrower may convert all
Eurodollar Loans of such Lender then outstanding into Alternate Base Rate Loans
in accordance with subsection 2.11 and, additionally, reimburse such Lender for
any cost in accordance with subsection 4.8. This covenant shall survive the
termination of this Agreement and the payment of the Notes and all other
amounts payable hereunder for nine months following such termination and
repayment.

<PAGE> 52
47

(b) If any Lender shall have determined that the adoption of or
any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have the effect of
reducing the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under any Letter of Credit to a
level below that which such Lender or such corporation could have achieved but
for such change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, after submission by such
Lender to the Borrower (with a copy to the Agent) of a written request
therefor, the Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender for such reduction. A certificate as to
any additional amounts payable pursuant to this subsection submitted by such
Lender, through the Agent, to the Borrower shall be conclusive in the absence
of manifest error. This covenant shall survive the termination of this
Agreement and the payment of the Notes and all other amounts payable hereunder
for nine months following such termination and repayment.

4.7 Taxes. (a) All payments made by the Borrower hereunder or
under the Notes shall be made free and clear of, and without deduction for, any
and all present or future Taxes. If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to any Lender,
the Issuing Bank or the Agent, (1) the sum payable shall be increased as may be
necessary so that, after making all required deductions, such Lender or the
Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deduction been made, (2) the Borrower shall make such
deductions and pay the full amount deducted to the relevant Governmental
Authority imposing the Tax, as provided in applicable law, and (3) within 30
days after such payment, the Borrower shall deliver to the Agent the original
or a certified copy of a receipt or other document, reasonably acceptable to
the Agent, evidencing such payment, and the Agent shall deliver copies thereof
to each Lender.

(b) In addition, the Borrower agrees to pay, indemnify and hold
each Lender and the Agent harmless from, any and all Other Taxes which arise
from any payment made hereunder or under the Loan Documents or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement or any of the Loan Documents.

(c) If the Borrower fails to pay any Tax or Other Tax when due
or fails to remit to the Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Agent and the Lenders
for any incremental Taxes (or Other Taxes, as the case may be), penalties or
interest that may become payable by the Agent or any Lender as a result of such
failure.

(d) Before making any demand for payment under this subsection
4.7, each Lender agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, in its reasonable discretion, in any legal,
economic or regulatory manner) to designate a different

<PAGE> 53
48

lending office if the making of such a designation would reduce or obviate the
need for the Borrower to make payments under this subsection 4.7.

(e) Each Lender that is not incorporated under the laws of the
United States of America or a state thereof agrees that it shall:

(i) (x) on or prior to the date of execution and delivery of
this Agreement or the date on which such Lender becomes a Lender
pursuant to an Assignment and Acceptance, as the case may be, deliver to
the Borrower and the Agent (A) two duly completed copies of United
States Internal Revenue Service Form 1001 or 4224 or successor
applicable form, as the case may be, certifying that it is entitled to
receive payments under this Agreement and any Notes without deduction or
withholding of any United States federal income taxes and (B) a duly
completed Internal Revenue Service Form W-8 or W-9 or successor
applicable form, as the case may be, certifying that it is entitled to
an exemption from United States backup withholding tax;

(y) deliver to the Borrower and the Agent two further copies of
the said Form 1001 or 4224 and Form W-8 or W-9, or successor applicable
forms or other manner of certification, as the case may be, on or before
the date that any such form or certification expires or becomes obsolete
and after the occurrence of any event requiring a change in the most
recent form previously delivered by it to the Borrower; and

(z) obtain such extensions or renewals thereof as may reasonably
be requested by the Borrower or the Agent; or

(ii) in the case of any such Lender that is not a "bank" within
the meaning of Section 881(c)(3)(A) of the Code and that does not comply
with sub-paragraph (i) of this paragraph (e), (x) represent to the
Borrower (for the benefit of the Borrower and the Agent) that it is not
a bank within the meaning of Section 881(c)(3)(A) of the Code, (y)
deliver to the Borrower on or before the date of any payment by the
Borrower, with a copy to the Agent, (A) a certificate stating that such
Lender (1) is not a "bank" under Section 881(c)(3)(A) of the Code, is
not subject to regulatory or other legal requirements as a bank in any
jurisdiction, and has not been treated as a bank for purposes of any
tax, securities law or other filing or submission made to any
Governmental Authority, any application made to a rating agency or
qualification for any exemption from tax, securities law or other legal
requirements, (2) is not a 10-percent shareholder within the meaning of
Section 881(c)(3)(B) of the Code and (3) is not a controlled foreign
corporation receiving interest from a related person within the meaning
of Section 881(c)(3)(C) of the Code (any such certificate a "U.S. Tax
Compliance Certificate") and (B) two duly completed copies of Internal
Revenue Service Form W-8, or successor applicable form, certifying to
such Lender's legal entitlement at the date of such certificate to an
exemption from U.S. withholding tax under the provisions of Section
881(c) of the Code with respect to payments to be made under this
Agreement and any Notes (and to deliver to the Borrower and the Agent
two further copies of Form W-8 on or before the date it expires or
becomes obsolete and after the occurrence of any event requiring a
change in the most recently provided form

<PAGE> 54
49

and, if necessary, obtain any extensions of time reasonably requested by
the Borrower or the Agent for filing and completing such forms), and (z)
agree, to the extent legally entitled to do so, upon reasonable request
by the Borrower, to provide to the Borrower (for the benefit of the
Borrower and the Agent) such other forms as may be reasonably required
in order to establish the legal entitlement of such Lender to an
exemption from withholding with respect to payments under this Agreement
and any Notes;

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Borrower and the Agent.
Each Person that shall become a Lender or a Participant pursuant to subsection
12.6 shall, upon the effectiveness of the related transfer, be required to
provide all of the forms, certifications and statements required pursuant to
this subsection; provided that in the case of a Participant the obligations of
such Participant pursuant to this paragraph (e) shall be determined as if such
Participant were a Lender except that such Participant shall furnish all such
required forms, certifications and statements to the Lender from which the
related participation shall have been purchased. If the form provided by a
Lender at the time such Lender first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of the rate
applicable to the Lender's assignor on the date of the Assignment and
Acceptance pursuant to which it became a Lender, withholding tax attributable
solely to such excess rate shall be considered excluded from Taxes.

(f) Within 30 days of the written request of the Borrower
therefor, the Agent and the Lender, as appropriate, shall execute and deliver
to the Borrower such certificates, forms, or other documents, prepared at the
Borrower's expense, which can be furnished consistent with the facts and which
are reasonably necessary to assist the Borrower in avoiding the imposition of
any Taxes or Other Taxes and in applying for a refund of Taxes or Other Taxes
remitted hereunder.

(g) Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower, the
Lenders, and the Agent contained in this subsection 4.7 shall survive the
payment in full of principal and interest hereunder and under the Notes and
other Loan Documents.

4.8 Indemnity. The Borrower agrees to indemnify each Lender and
to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Borrower in payment
when due of the principal amount of or interest on any Eurodollar Loan, (b)
default by the Borrower in making a borrowing of, conversion into or
continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (c)
default by the Borrower in making any prepayment after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (d) the
making of a prepayment or conversion of Eurodollar Loans on a day which is not
the last day of an Interest Period with respect thereto, including, without
limitation, in each case, any such loss or expense (but excluding loss of
margin) arising from the reemployment of funds obtained by it or from fees

<PAGE> 55
50

payable to terminate the deposits from which such funds were obtained.
Calculation of all amounts payable to a Lender under this subsection 4.8 shall
be made as though such Lender had actually funded its relevant Eurodollar Loan
through the purchase of a deposit bearing interest at the Eurodollar Rate in an
amount equal to the amount of such Eurodollar Loan and having a maturity
comparable to the relevant Interest Period; provided, however, that each Lender
may fund each of its Eurodollar Loans in any manner it sees fit, and the
foregoing assumption shall be utilized only for the calculation of amounts
payable under this subsection 4.8. A certificate as to any additional amounts
payable pursuant to this subsection submitted by such Lender, through the
Agent, to the Borrower shall be conclusive in the absence of manifest error.
This covenant shall survive the termination of this Agreement and the payment
of the Notes and all other amounts payable hereunder for a period of nine
months thereafter.

4.9 Replacement of Lender. If at any time (a) the Borrower
becomes obligated to pay additional amounts described in subsections 4.5, 4.6
or 4.7 as a result of any condition described in such subsections or any Lender
ceases to make Eurodollar Loans pursuant to subsection 4.5, (b) any Lender
becomes insolvent and its assets become subject to a receiver, liquidator,
trustee, custodian or other Person having similar powers, (c) any Lender
becomes a "Nonconsenting Lender" (as hereinafter defined) or (d) any Lender
becomes a "Non-Funding Lender", then the Borrower may, on ten Business Days'
prior written notice to the Agent and such Lender, replace such Lender by
causing such Lender to (and such Lender shall) assign pursuant to subsection
12.6(c) all of its rights and obligations under this Agreement to a Lender or
other entity selected by the Borrower and acceptable to the Agent for a
purchase price equal to the outstanding principal amount of such Lender's Loans
and all accrued interest and fees and other amounts payable hereunder
(including amounts payable under subsection 4.8 as though such Loans were being
paid instead of being purchased); provided that (i) the Borrower shall have no
right to replace the Agent, (ii) neither the Agent nor any Lender shall have
any obligation to the Borrower to find a replacement Lender or other such
entity, (iii) in the event of a replacement of a Nonconsenting Lender or a
Lender to which the Borrower becomes obligated to pay additional amounts
pursuant to clause (a) of this subsection 4.9, in order for the Borrower to be
entitled to replace such a Lender, such replacement must take place no later
than 180 days after (A) the date the Nonconsenting Lender shall have notified
the Borrower and the Agent of its failure to agree to any requested consent,
waiver or amendment or (B) the Lender shall have demanded payment of additional
amounts under one of the subsections described in clause (a) of this subsection
4.9, as the case may be, and (iv) in no event shall the Lender hereby replaced
be required to pay or surrender to such replacement Lender or other entity any
of the fees received by such Lender hereby replaced pursuant to this Agreement.
In the case of a replacement of a Lender to which the Borrower becomes
obligated to pay additional amounts pursuant to clause (a) of this subsection
4.9, the Borrower shall pay such additional amounts to such Lender prior to
such Lender being replaced and the payment of such additional amounts shall be
a condition to the replacement of such Lender. In the event that (x) the
Borrower or the Agent has requested the Lenders to consent to a departure or
waiver of any provisions of the Loan Documents or to agree to any amendment
thereto, (y) the consent, waiver or amendment in question requires the
agreement of all Lenders in accordance with the terms of subsection 12.1 and
(z) the Required Lenders and the Agent have agreed to such consent, waiver or
amendment, then any Lender who does not agree to such consent, waiver or
amendment shall be deemed a "Nonconsenting Lender." The Borrower's right to

<PAGE> 56
51

replace a Non-Funding Lender pursuant to this subsection 4.9 is, and shall be,
in addition to, and not in lieu of, all other rights and remedies available to
the Borrower against such Non-Funding Lender under this Agreement, at law, in
equity, or by statute.

SECTION 5. REPRESENTATIONS AND WARRANTIES

To induce the Agent and the Lenders to enter into this Agreement
and to maintain and make their respective Loans and to issue and participate in
Letters of Credit, the Credit Parties hereby represent and warrant to the Agent
and each Lender that:

5.1 Financial Condition. (a) The consolidated balance sheet of
the Borrower as at December 31, 1996 and the related consolidated statements of
income and of cash flows for the fiscal year ended on such date, reported on by
Arthur Andersen LLP, copies of which have heretofore been furnished to each
Lender, present fairly in all material respects the consolidated financial
position of the Borrower as at such date, and the consolidated results of its
operations and its consolidated cash flows for the fiscal year then ended.
Such financial statements, including the related schedules and notes thereto,
have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as disclosed therein). Neither Holdings nor the
Borrower nor any of their consolidated Subsidiaries had, as at the date of the
most recent balance sheet referred to above, any material Guarantee Obligation,
contingent liability or liability for taxes, or any long-term lease or unusual
forward or long-term commitment, including, without limitation, any interest
rate or foreign currency swap or exchange transaction or commodity hedging
transaction, which is not reflected in the foregoing statements or in the notes
thereto and which, to the best knowledge of the Borrower, has any reasonable
likelihood of resulting in a material cost or loss. During the period from
December 31, 1996 to and including the date hereof there has been no sale,
transfer or other disposition by the Borrower or any of its consolidated
Subsidiaries of any material part of its business or property and no purchase
or other acquisition of any business or property (including any capital stock
of any other Person) material in relation to the consolidated financial
condition of the Borrower and its consolidated Subsidiaries at December 31,
1996.

(b) The pro forma balance sheet of the Borrower and its
consolidated Subsidiaries (the "Pro Forma Balance Sheet"), certified by a
Responsible Officer of the Borrower, copies of which have been heretofore
furnished to each Lender, is the unaudited balance sheet of the Borrower and
its consolidated Subsidiaries as at December 31, 1995, adjusted to give effect
(as if such events had occurred on such date) to (i) the payment of fees,
expenses and financing costs related to the IPO and the Recapitalization and
(ii) the consummation of the IPO and the Recapitalization including the
Holdings Tender and the Borrower Tender. The Pro Forma Balance Sheet, together
with the notes thereto, were prepared based on good faith assumptions and are
based on the best information available to the Borrower as of the date of
delivery thereof, and reflect on a pro forma basis the financial position of
the Borrower and its consolidated Subsidiaries as at December 31, 1995, as
adjusted, as described above, assuming that the events specified in the
preceding sentence had actually occurred at December 31, 1995.

<PAGE> 57
52

5.2 No Change. Since December 31, 1996 (a) there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect and (b) no dividends or other distributions have been
declared, paid or made upon the Capital Stock of the Credit Parties except as
permitted hereby nor has any of the Capital Stock of the Credit Parties been
redeemed, retired, purchased or otherwise acquired for value by the Credit
Parties or any of their Subsidiaries.

5.3 Corporate Existence; Compliance with Law. Holdings and each
of its Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has the
corporate power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification, except to the extent that the failure to so
qualify could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect and (d) is in compliance with all Requirements of Law except to
the extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Affect.

5.4 Corporate Power; Authorization; Enforceable Obligations.
Each Credit Party has the corporate power and authority, and the legal right,
to make, deliver and perform this Agreement, the Notes and the other Loan
Documents to which it is a party and, with respect to the Borrower, to borrow
hereunder and has taken all necessary corporate action to authorize the
borrowings on the terms and conditions of, or the granting of any security
interests under, this Agreement and the Notes and to authorize the execution,
delivery and performance of this Agreement, the Notes and the other Loan
Documents to which it is a party. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the borrowings hereunder or with
the execution, delivery, performance, validity or enforceability of, or the
granting of any security interests under, this Agreement, the Notes or the
other Loan Documents to which either Credit Party is a party, except for those
set forth on Schedule 5.4, each of which have been made or taken and are in
full force and effect. This Agreement, each Note and each of the other Loan
Documents has been duly executed and delivered on behalf of the Credit Party
thereto. This Agreement, each Note and each of the other Loan Documents
constitutes a legal, valid and binding obligation of the Credit Party thereto
enforceable against such Credit Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law) and an implied
covenant of good faith and fair dealing.

5.5 No Legal Bar. The execution, delivery and performance of
this Agreement, the Notes and the other Loan Documents, the borrowings
hereunder and the use of the proceeds thereof will not violate any Requirement
of Law or material Contractual Obligation of any Credit Party or of any of
their Subsidiaries.

<PAGE> 58
53

5.6 No Material Litigation. Except as set forth in Schedule
5.6, no litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Credit Parties,
threatened by or against any of the Credit Parties or any of their Subsidiaries
or against any of its or their respective properties or revenues (a) with
respect to this Agreement, the other Loan Documents, any of the Acquisition
Documents or any of the transactions contemplated hereby or thereby, or (b)
which could reasonably be expected to have a Material Adverse Effect.

5.7 No Default. None of the Credit Parties or any of their
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a
Material Adverse Effect. No Default or Event of Default has occurred and is
continuing.

5.8 Ownership of Property; Liens. Each of the Credit Parties
and their Subsidiaries has good record and indefeasible title in fee simple to,
or a valid leasehold interest in, all its material real property, and good
title to, or a valid leasehold interest in, all its other material property,
and none of such property is subject to any Lien except as permitted by
subsection 8.3. Such real and other properties comprise all of the properties
the use of which is necessary for the conduct of the Borrower's or such
Subsidiaries' business as presently conducted and as proposed to be conducted
by it.

5.9 Intellectual Property. Each of the Credit Parties and their
Subsidiaries owns, or is validly licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
which could not reasonably be expected to have a Material Adverse Effect (the
"Intellectual Property"). To the best knowledge of the Borrower, and except as
set forth on Schedule 5.9, no claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor do the
Credit Parties know of any valid basis for any such claim which could
reasonably be expected to have a Material Adverse Effect. The use of such
Intellectual Property by the Credit Parties and their Subsidiaries does not
infringe on the rights of any Person, except for such claims and infringements
that, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.

5.10 Taxes. Each of the Credit Parties and their Subsidiaries
has filed or caused to be filed all material tax returns which, to the
knowledge of the Credit Parties, are required to be filed and has paid all
taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property and all other material taxes, fees or other
charges imposed on it or any of its property by any Governmental Authority
(other than (i) any such taxes, assessments, fees or other charges the amount
or validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have
been provided on the books of the Credit Parties or their Subsidiaries, as the
case may be, and (ii) taxes, assessments, fees or other charges imposed by any
Governmental Authority, other than income taxes imposed by the United States of
America, with respect to which the failure to make payments could not, by
reason of the amount thereof or of remedies available to such Governmental
Authorities, reasonably be

<PAGE> 59
54

expected to have a Material Adverse Effect); no tax Lien has been filed, and,
to the knowledge of the Credit Parties, no claim is being asserted, with
respect to any such material tax, fee or other charge.

5.11 Federal Regulations. No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation G, T, U or X
of the Board of Governors of the Federal Reserve System as now and from time to
time hereafter in effect or for any purpose which violates the provisions of
the Regulations of such Board of Governors. If requested by any Lender or the
Agent, the Borrower will furnish to the Agent and each Lender a statement to
the foregoing effect in conformity with the requirements of FR Form U-1
referred to in said Regulation U.

5.12 ERISA. Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Plan.
Each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code, except where the failure to comply could not reasonably
be expected to have a Material Adverse Effect. No termination of a Single
Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has
arisen, during such five-year period. The present value of all accrued
benefits under each Single Employer Plan (based on those assumptions used to
fund such Plans) did not, as of the last annual valuation date prior to the
date on which this representation is made or deemed made, exceed the value of
the assets of such Plan allocable to such accrued benefits by an amount which
could reasonably be expected to have a Material Adverse Effect. None of the
Credit Parties nor any Commonly Controlled Entity has had a complete or partial
withdrawal from any Multiemployer Plan, and none of the Credit Parties nor any
Commonly Controlled Entity would become subject to any liability under ERISA if
the Credit Parties or any such Commonly Controlled Entity were to withdraw
completely from all Multiemployer Plans as of the valuation date most closely
preceding the date on which this representation is made or deemed made. No
such Multiemployer Plan is in Reorganization or Insolvent. The present value
(determined using actuarial and other assumptions which are reasonable in
respect of the benefits provided and the employees participating) of the
liability of the Borrower and each Commonly Controlled Entity for post
retirement benefits to be provided to their current and former employees under
Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA)
does not, in the aggregate, exceed the assets under all such Plans allocable to
such benefits by an amount which could reasonably be expected to have a
Material Adverse Effect.

5.13 Investment Company Act; Other Regulations. Neither
Holdings nor any of its Subsidiaries is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended. The Borrower is not subject to regulation
under any Requirement of Law which limits its ability to incur Indebtedness.

5.14 Subsidiaries, Etc. As of the date hereof, Holdings has no
direct Subsidiaries other than the Borrower, and as of the Amendment and
Restatement Effective

<PAGE> 60
55

Date the only Subsidiaries of the Borrower, and the only partnerships or joint
ventures in which the Borrower or any of its Subsidiaries has an interest are
those listed on Schedule 5.14. As of the Amendment and Restatement Effective
Date, the Borrower owns the percentage of the Capital Stock or other evidences
of the ownership of each Subsidiary, partnership or joint venture listed on
Schedule 5.14 as set forth on such Schedule. As of the Amendment and
Restatement Effective Date, no such Subsidiary, partnership or joint venture
has issued any securities convertible into shares of its Capital Stock, and the
outstanding stock and securities (or other evidence of ownership) of such
Subsidiaries, partnerships or joint ventures owned by the Borrower and its
Subsidiaries are so owned free and clear of all Liens, warrants, options or
rights of others of any kind except as set forth in Schedule 5.14.

5.15 Purpose of Loans. The proceeds of the Revolving Credit
Loans shall be used to finance the working capital and general corporate
requirements of the Borrower, including the making of Permitted Acquisitions.

5.16 Environmental Matters. Except as disclosed on Schedule
5.16:

(a) The facilities and properties owned, leased or operated by
the Borrower or any of its Subsidiaries subject to the Lien of the
Mortgages (the "Properties") do not contain, and have not previously
contained, any Materials of Environmental Concern in amounts or
concentrations which (i) constitute or constituted a violation of, or
could reasonably be expected to give rise to liability under, any
Environmental Law in effect at the time of the making of this
representation, or (ii) could materially and adversely interfere with
the continued operation of the Properties, or (iii) materially impair
the fair saleable value thereof except in such case insofar as such
violation, liability, interference, or reduction in fair market value,
or any aggregation thereof, is not reasonably likely to result in a
Material Adverse Effect.

(b) The Properties and all operations at the Properties are, and
to the knowledge of the Borrower have been, in compliance in all
material respects with all applicable Environmental Laws except for
noncompliance which is not reasonably likely to result in a Material
Adverse Effect.

(c) Neither the Borrower nor any of its Subsidiaries has
received any notice of violation, alleged violation, non-compliance,
liability or potential liability regarding environmental matters or
compliance with Environmental Laws with regard to any of the Properties
or the Business, nor does the Borrower have knowledge or reason to
believe that any such notice will be received or is being threatened
except insofar as such notice or threatened notice, or any aggregation
thereof, does not involve a matter or matters that is or are reasonably
likely to result in a Material Adverse Effect.

(d) Materials of Environmental Concern have not been transported
or disposed of from the Properties in violation of, or in a manner or to
a location which could reasonably be expected to give rise to liability
under, any Environmental Law, nor have any Materials of Environmental
Concern been generated, treated, stored or disposed of at, on or under
any of the Properties in violation of, or in a manner that could

<PAGE> 61
56

reasonably be expected to give rise to liability under, any applicable
Environmental Law except insofar as any such violation or liability
referred to in this paragraph, or any aggregation thereof, is not
reasonably likely to result in a Material Adverse Effect.

(e) No judicial proceeding or governmental or administrative
action is pending or, to the knowledge of the Borrower, threatened,
under any Environmental Law to which the Borrower or any Subsidiary is
or will be named as a party with respect to the Properties or the
Business, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative
or judicial requirements outstanding under any Environmental Law with
respect to the Properties or the Business except insofar as such
proceeding, action, decree, order or other requirement, or any
aggregation thereof, is not reasonably likely to result in a Material
Adverse Effect.

(f) There has been no release or, to the best knowledge of the
Borrower, threat of release of Materials of Environmental Concern at or
from the Properties, or arising from or related to the operations of the
Borrower or any Subsidiary in connection with the Properties or
otherwise in connection with the Business, in violation of or in amounts
or in a manner that could reasonably give rise to liability under
Environmental Laws except insofar as any such violation or liability
referred to in this paragraph, or any aggregation thereof, is not
reasonably likely to result in a Material Adverse Effect.

(g) Each of the representations and warranties set forth in
subsections 5.16(a) through (f) is true and correct with respect to each
parcel of real property owned or operated by the Borrower or any of its
Subsidiaries (other than the Properties) except to the extent that the
facts and circumstances giving rise to any such failure to be so true
and correct is not reasonably likely to result in a Material Adverse
Effect.

5.17 Disclosure. No information, financial statement, report,
certificate or other document prepared or furnished by or on behalf of any
Credit Party to the Agent or any Lender in connection with this Agreement, any
other Loan Document or any of the Acquisition Documents (but excluding all
projections and pro forma financial statements which shall have been prepared
in good faith and based upon reasonable assumptions) contains any untrue
statement of a material fact or omits to state any material fact necessary to
make the statements herein or therein not misleading. As of the Amendment and
Restatement Effective Date, there is no fact known to any Credit Party (other
than general economic conditions, which conditions are commonly known and
affect businesses generally) which has, or which could reasonably be expected
to have, in the reasonable judgment of such Credit Party, a Material Adverse
Effect.

5.18 Security Documents. (a) The Pledge Agreements are each
effective to create in favor of the Agent, for the ratable benefit of the
Lenders, a legal, valid and enforceable security interest in the respective
Pledged Stock described therein and proceeds thereof and all actions have been
taken to cause the Pledge Agreements to each constitute a fully perfected first
Lien on, and security interest in, all right, title and interest of Holdings,
the

<PAGE> 62
57

Borrower, and each other Pledgor, respectively, in such Pledged Stock described
therein and in proceeds thereof superior in right to any other Person.

(b) The Borrower Note Pledge Agreement is effective to create in
favor of the Agent, for the ratable benefit of the Lenders, a legal, valid and
enforceable security interest in the respective Pledged Notes and other
collateral described therein and proceeds thereof and, all actions have been
taken to cause the Borrower Note Pledge Agreement to constitute a fully
perfected first Lien on, and security interest in, all right, title and
interest of the Borrower in such Pledged Notes and other collateral described
therein and in proceeds thereof superior in right to any other Person.

(c) The Security Agreements, the Borrower Patent Security
Agreement, the Borrower Trademark Security Agreement, the AT&T Assignment and
the Assignment are each effective to create in favor of the Agent, for the
benefit of the Lenders, a legal, valid and enforceable security interest in the
respective collateral described therein and proceeds thereof, and the Security
Agreements, the Borrower Patent Security Agreement and the Borrower Trademark
Security Agreement constitute fully perfected, first priority Liens on, and
security interests in, all right, title and interest of the Borrower and its
Subsidiaries in such collateral and the proceeds thereof superior in right to
any other Person other than Liens permitted hereby.

(d) As of the Amendment and Restatement Effective Date, the
properties listed on Part A of Schedule 5.18 constitute all material real
properties owned by Holdings or any of its Subsidiaries. The Mortgages are
each effective to create in favor of the Agent, for the benefit of the Lenders,
a legal, valid and enforceable Lien on the properties described therein and
proceeds thereof, and when the Amendment to Mortgage is filed in the offices
specified on Part B of Schedule 5.18, the Mortgages shall constitute a fully
perfected, first priority Lien on, and security interest in, all right, title
and interest of the Borrower in the Mortgaged Properties and the proceeds
thereof, superior in right to any other Person other than Liens permitted
hereby.

5.19 Solvency. Each of Holdings and the Borrower is,
individually and together with its Subsidiaries, Solvent.

5.20 Insurance. The insurance maintained by or reserved against
on the books of Holdings, the Borrower and their Subsidiaries is sufficient to
protect the Borrower against such risks as are usually insured against in the
same general area by companies engaged in the same or similar business. None
of the Credit Parties or any of their Subsidiaries is in default under any
material provisions of any such policy of insurance or has received notice of
cancellation of any such insurance (other than in connection with the
replacement of any such policy). None of the Credit Parties or any of their
Subsidiaries has made any material claims under any policy of insurance with
respect to which the insurance carrier has denied liability.

<PAGE> 63
58

SECTION 6. CONDITIONS PRECEDENT

6.1 [Intentionally Deleted].

6.2 Conditions to Each Loan. The agreement of each Lender to
make any Loan requested to be made by it on any date (including, without
limitation, its initial Loan) or of the Revolving Credit Lenders and the
Issuing Lender to issue or participate in any Letter of Credit is subject to
the satisfaction of the following conditions precedent:

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

(b) No Default. No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the
Loans requested to be made, or Letters of Credit requested to be issued,
on such date.

(c) Letter of Credit Application. With respect to the issuance
of any Letter of Credit, the Issuing Bank shall have received a Letter
of Credit Application, completed to its reasonable satisfaction and duly
executed by a Responsible Officer; provided that if such Letter of
Credit is being issued to support the repayment of any Indebtedness of
any Subsidiary of the Borrower, such Subsidiary shall also execute such
Letter of Credit Application and shall agree to be jointly and severally
liable with the Borrower for any and all obligations arising under or in
connection with such Letter of Credit or the Letter of Credit
Application related thereto.

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

Each borrowing by the Borrower hereunder and issuance of any Letter of Credit
shall constitute a representation and warranty by the Credit Parties as of the
date of such Loan or issuance, as the case may be, that the conditions
contained in this subsection 6.2 have been satisfied.

6.3 Conditions to Amendment and Restatement Effective Date. The
Amendment and Restatement Effective Date shall be the date of satisfaction of
the following conditions precedent:

(a) Loan Documents. The Agent shall have received (i) this
Agreement, executed and delivered by a Responsible Officer of the
Borrower and Holdings and each Lender, (ii) for the account of each
Lender, in exchange for any Term Loan Note previously issued to such
Lender, a Term Note conforming to the requirements hereof

<PAGE> 64
59

and executed by a Responsible Officer of the Borrower, (iii) for the
account of each Lender, in exchange for any Revolving Credit Note
previously issued to such Lender, a Revolving Credit Note conforming to
the requirements hereof and executed by a Responsible Officer of the
Borrower and (iv) an Acknowledgement, Consent and Amendment
substantially in the form of Exhibit K;

(b) Prepayment of Term Loans. The Term Loans under the
Existing Credit Agreement shall have been permanently paid down to no
more than $250,000,000.

(c) Corporate Proceedings of Holdings and the Borrower. The
Agent shall have received, with a copy for each Lender, a copy of the
resolutions, in form and substance reasonably satisfactory to the Agent,
of the Board of Directors or duly authorized committee of each of
Holdings and the Borrower authorizing (i) the execution, delivery and
performance of this Agreement and the other Loan Documents to which it
is a party and (ii) the borrowings contemplated hereunder, certified by
the Secretary or an Assistant Secretary of each of Holdings and the
Borrower as of the Amendment and Restatement Effective Date, which
certificate shall state that the resolutions thereby certified have not
been amended, modified, revoked or rescinded.

(d) Incumbency Certificates. The Agent shall have received,
with a copy for each Lender, a certificate of the Secretary or an
Assistant Secretary (or comparable officer) of each of Holdings and the
Borrower, dated the Amendment and Restatement Effective Date, as to the
incumbency and signature of the officers of such Person executing each
Loan Document required to be delivered hereunder to which it is a party
and any certificate or other document to be delivered by it pursuant
hereto and thereto, together with evidence of the incumbency of such
Secretary or Assistant Secretary.

(e) Consents, Licenses and Approvals. (i) All governmental
and material third party approvals necessary or advisable in connection
with the execution, delivery and performance of the Loan Documents and
the continuing operations of the Borrower and its Subsidiaries shall
have been obtained and be in full force and effect and (ii) the Agent
shall have received, with a copy for each Lender, a certificate of a
Responsible Officer of each of Holdings and the Borrower (A) attaching
copies of all consents, authorizations and filings referred to in
subsection 5.4, and (B) stating that such consents, licenses and filings
are in full force and effect, and each such consent, authorization and
filing shall be in form and substance reasonably satisfactory to the
Agent.

(f) Fees. The Agent shall have received for its account and
the account of the Lenders the fees set forth in the Fee Letter dated
July 10, 1997 between Chase and the Borrower.

(g) Closing Certificate. The Agent shall have received, with a
copy for each Lender, a borrowing certificate substantially in the form
of Exhibit G dated the Amendment and Restatement Effective Date,
executed by a Responsible Officer of each of the Borrower and Holdings.

<PAGE> 65
60

(h) No Defaults. There shall exist no breach of or event of
default (or condition which would constitute an event of default with
the giving of notice or the passage of time) under any capital stock,
financing agreements, lease agreements or other Contractual Obligation
of the Borrower or of Holdings or any of their respective Subsidiaries
which, in any case or in the aggregate, would have a Material Adverse
Effect.

(i) Legal Opinion. The Agent shall have received, with a
counterpart for each Lender, the executed legal opinion, dated the
Amendment and Restatement Effective Date, of Weil, Gotshal & Manges LLP,
counsel to the Borrower, substantially in the form of Exhibit F-1. Such
legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Agent may reasonably
require (the Borrower hereby requests and instructs its counsel to
prepare and deliver such opinion);

(j) Projections. The Lenders shall have received projections
of the performance of the Borrower for each of the years 1997 through
2002 and also setting forth the assumptions in form and substance
reasonably satisfactory to the Lenders.

(k) Financial Statements. The Agent shall have received, with
a copy for each Lender, (i) the audited financial statements of the
Borrower for the fiscal year ended December 31, 1996, which audited
financial statements shall be accompanied by an unqualified report
therein prepared by Arthur Andersen LLP, and (ii) unaudited financial
statements of Holdings for the three month period ended March 31, 1997.

(l) No Proceedings. No litigation, inquiry, injunction or
restraining order shall be pending, entered or threatened (including any
proposed statute, rule or regulation) which, in the reasonable opinion
of the Lenders, could have a material adverse effect on (i) the
business, assets, operations, condition (financial or otherwise) or
prospects of Holdings or the Borrower and any of their material
Subsidiaries in each case taken as a whole, (ii) their ability to
perform their obligations under the Loan Documents or (iii) the rights
and remedies of the Lenders.

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

<PAGE> 66
61

SECTION 7. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as any Commitment
remains in effect, any Note remains outstanding and unpaid, any Letter of
Credit is outstanding or any other Obligations are owing to any Lender or the
Agent hereunder, the Borrower shall and (except in the case of delivery of
financial information, reports and notices) shall cause each of its
Subsidiaries to:

7.1 Financial Statements. Furnish to each Lender:

(a) as soon as available, but in any event within 90 days after
the end of each fiscal year of Holdings, a copy of the audited balance
sheet of Holdings and its consolidated Subsidiaries as at the end of
such year and the related consolidated statements of income and retained
earnings and consolidated statement of cash flows for such year, setting
forth in each case in comparative form the figures as of the end of and
for the previous year reported on without a "going concern" or like
qualification or exception, or qualification arising out of the scope of
the audit, by independent certified public accountants of nationally
recognized standing;

(b) as soon as available, but in any event not later than 45
days after the end of each of the first three quarterly periods of each
fiscal year of Holdings, the unaudited balance sheet of Holdings as at
the end of such quarter and the related consolidated statement of income
and retained earnings and consolidated statement of cash flows for the
fiscal year through such quarter, setting forth in each case in
comparative form the figures as of the end of and for the corresponding
period in the previous year, certified by a Responsible Officer of
Holdings as being fairly stated in all material respects when considered
in relation to the consolidated financial statements of Holdings and its
consolidated Subsidiaries (subject to normal year-end audit
adjustments); and

(c) as soon as available, but in any event not later than 30
days after the end of each month (other than the last month of any
fiscal quarter) of Holdings, the unaudited balance sheet of Holdings as
at the end of such month and the related consolidated statement of
income and retained earnings and consolidated statement of cash flows
for the fiscal year through such month, setting forth in each case in
comparative form the figures as of the end of and for the corresponding
period in the previous year, certified by a Responsible Officer of
Holdings as being fairly stated in all material respects when considered
in relation to the consolidated financial statements of Holdings and its
consolidated Subsidiaries (subject to normal year-end audit
adjustments);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
(except with respect to format in the case of clause (c)) applied consistently
throughout the periods reflected therein and with prior periods (except as
approved by such accountants or officer, as the case may be, and disclosed
therein).

<PAGE> 67
62

7.2 Certificates; Other Information. Furnish to each Lender:

(a) concurrently with the delivery of the financial statements
referred to in subsection 7.1(a), (i) a certificate of the independent
certified public accountants reporting on such financial statements
stating that in making the examination necessary therefor no knowledge
was obtained of any Default or Event of Default relating to the
covenants contained in subsection 8.1, except as specified in such
certificate, (ii) if requested by the Agent or the Required Lenders in a
timely manner, a Perfection Certificate Supplement in the form of
Exhibit J-2 appropriately completed and (iii) a certificate of a
Responsible Officer of the Borrower calculating in reasonable detail
Excess Cash Flow for such fiscal year.

(b) concurrently with the delivery of the financial statements
referred to in subsections 7.1(a), (b) and (c), a certificate of a
Responsible Officer of the Borrower (i) stating that, to the best of
such Responsible Officer's knowledge, the Borrower during such period
has observed or performed all of its covenants and other agreements, and
satisfied every condition, contained in this Agreement, in the Notes and
the other Loan Documents to which it is a party to be observed,
performed or satisfied by it, in all material respects, and that such
Officer has obtained no knowledge of any Default or Event of Default
except as specified in such certificate, (ii) stating that all such
financial statements fairly present in all material respects (subject,
in the case of interim statements, to normal year-end audit adjustments)
and have been prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein (except as
disclosed therein), (iii) in the case of subsections 7.1(a) and (b),
showing in detail the calculations supporting such statement in respect
of subsection 8.1 and (iv) in the case of subsections 7.1(a) and (b),
showing the aggregate amount of Revolving Credit Loans made,
Indebtedness incurred or assumed, and issuances of common stock of
Holdings to finance Permitted Acquisitions and the aggregate purchase
price (including any Indebtedness assumed or incurred and any such
issuances) of all Permitted Acquisitions made by the Borrower;

(c) as soon as available but not later than forty-five days
subsequent to the end of each fiscal year of the Borrower, a copy of the
projections by the Borrower of the operating budget and cash flow budget
of the Borrower and its Subsidiaries for the succeeding fiscal year by
quarter, such projections to be accompanied by a certificate of a
Responsible Officer of the Borrower to the effect that such projections
have been prepared in good faith and based upon reasonable assumptions;

(d) promptly after the same are sent, copies of all financial
statements and reports which Holdings sends to its stockholders, and
within five days after the same are filed, copies of all financial
statements and reports which Holdings may make to, or file with, the
Securities and Exchange Commission or any successor or analogous
Governmental Authority; and

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

<PAGE> 68
63

7.3 Payment of Obligations. Pay, discharge or otherwise satisfy
at or before maturity or before they become delinquent, as the case may be, all
its material obligations of whatever nature, except where the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Borrower or its Subsidiaries, as the case may be;
provided that, notwithstanding the foregoing, the Borrower and each of its
Subsidiaries shall have the right to pay any such obligation and in good faith
contest, by proper legal actions or proceedings, the validity or amount of such
claims.

7.4 Conduct of Business and Maintenance of Existence. Except as
provided in subsection 8.5, continue to engage in business of the same general
type as now conducted by it and preserve, renew and keep in full force and
effect its corporate existence and take all reasonable action to maintain all
rights, privileges and franchises necessary or desirable in the normal conduct
of its business except if (i) in the reasonable business judgment of the
Borrower or such Subsidiary, as the case may be, it is in its best economic
interest not to preserve and maintain such rights or franchises, and (ii) such
failure to preserve and maintain such privileges, rights or franchises would
not materially adversely affect the rights of the Lenders hereunder or the
value of the collateral security for the Loans, and as otherwise permitted
pursuant to subsection 8.5; comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith could
not, in the aggregate, be reasonably expected to have a Material Adverse
Effect.

7.5 Maintenance of Property; Insurance. Keep all property
useful and necessary in its business in good working order and condition
(ordinary wear and tear excepted); maintain with financially sound and
reputable insurance companies insurance on all its property in at least such
amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business or as otherwise reasonably requested by the Administrative Agent; and
furnish to each Lender, upon written request, full information as to the
insurance carried except to the extent that the failure to do any of the
foregoing with respect to any such property could not reasonably be expected to
materially adversely affect the value or usefulness of such property.

7.6 Inspection of Property; Books and Records; Discussions.
Keep proper books of records and account in which full, true and correct
entries in conformity with GAAP and all Requirements of Law shall be made of
all dealings and transactions in relation to its business and activities; and
permit representatives of any Lender to visit and inspect any of its properties
and examine and make abstracts from any of its books and records upon
reasonable advance notice at any reasonable time on any Business Day and as
often as may reasonably be desired and to discuss the business, operations,
properties and financial and other condition of the Borrower and its
Subsidiaries with officers and employees of the Borrower and its Subsidiaries
and with its independent certified public accountants; provided that the Agent
or such Lender shall notify the Borrower prior to any contact with such
accountants and give the Borrower the opportunity to participate in such
discussions.

<PAGE> 69
64

7.7 Notices. Promptly give notice to the Agent and each Lender
of:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries or (ii)
litigation, investigation or proceeding which may exist at any time
between the Borrower or any of its Subsidiaries and any Governmental
Authority, which in either case, if not cured or if adversely
determined, as the case may be, would have a Material Adverse Effect;

(c) any litigation or proceeding affecting any of the Credit
Parties or any of their Subsidiaries in which the amount involved is
$5,000,000 or more and not covered by insurance or in which injunctive
or similar relief is sought;

(d) the following events: (i) the occurrence or expected
occurrence of any Reportable Event with respect to any Plan, a failure
to make any required contribution to a Plan, the creation of any Lien in
favor of the PBGC or a Plan or any withdrawal from, or the termination,
Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
institution of proceedings or the taking of any other action by the PBGC
or the Borrower or any Commonly Controlled Entity or any Multiemployer
Plan with respect to the withdrawal from, or the terminating,
Reorganization or Insolvency of, any Plan; and

(e) any development or event which has had, or could reasonably
be expected to have, a Material Adverse Effect.

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

7.8 Environmental Laws.

(a) Except to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect, comply in all
material respects with, and will use reasonable best efforts to ensure
compliance in all material respects by all tenants and subtenants, if
any, with, all applicable Environmental Laws and obtain and comply in
all material respects with and maintain, and ensure that all tenants and
subtenants obtain and comply in all material respects with and maintain,
any and all licenses, approvals, notifications, registrations or permits
required by applicable Environmental Laws;

(b) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required under
Environmental Laws and in a timely fashion comply in all material
respects with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws except to the extent that

<PAGE> 70
65

the same are being contested in good faith by appropriate proceedings
and the pendency of such proceedings could not be reasonably expected to
have a Material Adverse Effect; and

(c) Defend, indemnify and hold harmless the Agent and the
Lenders, and their respective employees, agents, officers and directors,
from and against any and all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind
or nature known or unknown, contingent or otherwise, arising out of, or
in any way relating to the violation of, noncompliance with or liability
under, any Environmental Law applicable to the operations of the
Borrower, any of its Subsidiaries or the Properties, or any orders,
requirements or demands of Governmental Authorities related thereto,
including, without limitation, reasonable attorney's and consultant's
fees, investigation and laboratory fees, response costs, court costs and
litigation expenses, except to the extent that any of the foregoing
arise out of or are related to the gross negligence or willful
misconduct of, or any post-foreclosure actions not taken in the ordinary
course of business consistent with past practices of, the party seeking
indemnification therefor; provided that the Borrower shall have no
obligation hereunder with respect to Materials of Environmental Concern
that are first generated, used, manufactured, emitted, treated, released
or disposed of on any real property owned, operated or leased by the
Borrower or with respect to violations of Environmental Laws, which in
either case first occur with respect to such real property after the
property has been transferred to the Agent and the Lenders or to their
successors or assigns by foreclosure, sale, deed in lieu of foreclosure
or similar transfer except to the extent actually caused by the Borrower
or its Subsidiaries or any of their agents. The agreements in this
paragraph shall survive repayment of the Notes and all other amounts
payable hereunder.

7.9 Pledge of After-Acquired Capital Stock. If, at any time
following the Amendment and Restatement Effective Date, the Borrower or any
Domestic Subsidiary shall acquire any of the capital stock of any Subsidiary
for consideration having a value in excess of $1,000,000 the Borrower shall, or
shall cause such Domestic Subsidiary to, execute a Supplement to the applicable
Pledge Agreement, substantially in the form of Exhibit L hereto, according to
the terms of which such stock (or in the case of voting common stock of a
Foreign Subsidiary, 65% of such common stock) shall be pledged to the Lenders
as collateral security for the Obligations.

7.10 [Intentionally Deleted].

7.11 [Intentionally Deleted].

<PAGE> 71
66

SECTION 8. NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as any Commitment
remains in effect, any Note remains outstanding and unpaid, any Letter of
Credit remains outstanding or any other Obligations are owing to any Lender or
the Agent hereunder, the Borrower shall not, and (except with respect to
subsection 8.1) shall not permit any of its Subsidiaries to, directly or
indirectly:

8.1 Financial Condition Covenants. (a) Interest Coverage.
Permit the Interest Coverage Ratio for any period of four consecutive calendar
quarters ending at the end of each calendar quarter set forth below to be less
than the ratio set forth opposite such calendar quarter below:

<TABLE>
<CAPTION>
Calendar Quarter Interest Coverage Ratio
---------------- -----------------------
<S> <C> <C>
1997 2nd 4.00 to 1.00
3rd 4.00 to 1.00
4th 4.25 to 1.00

1998 1st 4.25 to 1.00
2nd 4.25 to 1.00
3rd 4.25 to 1.00
4th 4.50 to 1.00

1999 1st 4.50 to 1.00
2nd 4.50 to 1.00
3rd 4.50 to 1.00
4th 4.50 to 1.00

2000 1st 4.50 to 1.00
2nd 4.50 to 1.00
3rd 4.50 to 1.00
4th 4.50 to 1.00

2001 1st 4.50 to 1.00
2nd 4.50 to 1.00
3rd 4.50 to 1.00
4th 4.50 to 1.00

2002 1st 4.50 to 1.00
2nd 4.50 to 1.00
3rd 4.50 to 1.00
4th 4.50 to 1.00

2003 1st 4.50 to 1.00
2nd 4.50 to 1.00
</TABLE>

(b) [Intentionally Deleted].

<PAGE> 72
67

(c) Maintenance of Leverage Ratio. Permit the Leverage Ratio at
the end of any of the calendar quarters set forth below to be greater than the
amount set forth opposite such calendar quarter below:

<TABLE>
<CAPTION>
Calendar Quarter Leverage Ratio
---------------- --------------
<S> <C>
1997 2nd 3.75 to 1.00
3rd 3.75 to 1.00
4th 3.50 to 1.00

1998 1st 3.50 to 1.00
2nd 3.25 to 1.00
3rd 3.25 to 1.00
4th 3.00 to 1.00

1999 1st 3.00 to 1.00
2nd 3.00 to 1.00
3rd 3.00 to 1.00
4th 2.75 to 1.00

2000 1st 2.75 to 1.00
2nd 2.50 to 1.00
3rd 2.50 to 1.00
4th 2.50 to 1.00

2001 1st 2.50 to 1.00
2nd 2.50 to 1.00
3rd 2.25 to 1.00
4th 2.25 to 1.00

2002 1st 2.25 to 1.00
2nd 2.25 to 1.00
3rd 2.25 to 1.00
4th 2.25 to 1.00

2003 1st 2.25 to 1.00
2nd 2.25 to 1.00

</TABLE>

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

(a) Indebtedness of the Credit Parties under the Loan Documents;

(b) Indebtedness of any Subsidiary to the Borrower or Offshore
Techco or Connector Systems, B.V. arising as a result of loans (i) made
on the Original Closing Date and evidenced by a Subsidiary Note,
provided that such Subsidiary Note together

<PAGE> 73
68

with the collateral securing such Subsidiary Note, in the case of a
Subsidiary Note made by a Secured Subsidiary Borrower shall have been
duly pledged to the Agent for the benefit of the Lenders pursuant to the
Borrower Note Pledge Agreement and (ii) made subsequent to the Original
Closing Date (without duplication of Indebtedness referred to in clause
(i) of this paragraph (b)) evidenced by an existing or new Subsidiary
Note, which shall have been duly pledged to the Agent pursuant to the
Borrower Note Pledge Agreement together with the collateral securing
such Subsidiary Note in the case of a Subsidiary Note made by a Secured
Subsidiary Borrower or a promissory note or promissory notes or such
other loan documentation as shall be reasonably acceptable to the Agent,
provided that such note or notes shall have been duly pledged or
otherwise assigned for security to the Agent for the benefit of the
Lenders pursuant to a pledge agreement or assignment in form and
substance satisfactory to the Agent and the Borrower, and provided,
further, that the aggregate outstanding amount of Indebtedness owed to
the Borrower pursuant to this paragraph (b) shall not exceed $250
million less all repayments of such Indebtedness made on and after the
Closing Date; provided that up to $50 million of such Indebtedness in
the aggregate may be reborrowed and repaid on a revolving basis;

(c) Indebtedness outstanding on the Amendment and Restatement
Effective Date and listed on Schedule 8.2 and extensions, renewals or
replacements thereof, provided that no such extension, renewal or
replacement shall (i) amend or modify any subordination provisions, if
any, contained in the original Indebtedness, (ii) shorten the fixed
maturity or increase the principal amount of, or increase the rate or
shorten the time of payment of interest on, or increase the amount or
shorten the time of payment of any principal or premium payable whether
at maturity, at a date fixed for prepayment or by acceleration or
otherwise of the original Indebtedness, or increase the amount of, or
accelerate the time of payment of, any fees payable in connection
therewith, (iii) make any modification relating to the affirmative or
negative covenants, events of default or remedies under the documents or
instruments evidencing the original Indebtedness the effect of which is
to subject the Borrower or any Subsidiary to any more materially onerous
or restrictive provisions, or (iv) materially adversely affect the
interests of the Lenders under this Agreement or any other Loan Document
in any respect;

(d) Indebtedness represented by the Subordinated Debentures;

(e) Indebtedness resulting from the endorsement of negotiable
instruments in the ordinary course of business;

(f) Indebtedness in respect of obligations under Financing
Leases and purchase money Indebtedness not to exceed $40,000,000 in the
aggregate at any one time outstanding and not requiring total payments
in the aggregate in excess of $10,000,000 in any one fiscal year and
Indebtedness in respect of the Huntingdon County Financing;

(g) Indebtedness in respect of the Interest Rate Agreements
required pursuant to subsection 7.11 and the Hedging Agreements;

<PAGE> 74
69

(h) Indebtedness of any Subsidiary to the Borrower or another
Subsidiary from intercompany transfers of goods made in the ordinary
course of business;

(i) Indebtedness of Foreign Subsidiaries for working capital
purposes in an aggregate amount not to exceed $50,000,000 at one time,
provided that either (i) each such working capital facility is supported
by a Letter of Credit and the Foreign Subsidiary signs the related
Letter of Credit Application with the Borrower and grants the Agent a
security interest in its material properties as collateral security for
its L/C Obligations or (ii) the availability under the Revolving Credit
Commitments shall be reduced by the amount of each such working capital
facility;

(j) Indebtedness of Foreign Subsidiaries under unsecured
overdraft facilities incurred in the ordinary course of business in an
amount at any one time not to exceed $10,000,000 in the aggregate;

(k) additional Indebtedness (other than Indebtedness in respect
of Financing Leases and purchase money Indebtedness) not exceeding
$10,000,000 in aggregate principal amount at any one time outstanding;

(l) Guarantee Obligations permitted by subsection 8.4;

(m) Indebtedness of any Foreign Subsidiary to another Foreign
Subsidiary resulting from a payment made on its behalf by such Foreign
Subsidiary pursuant to the Foreign Subsidiary Guarantees;

(n) Indebtedness represented by the Socket Notes;

(o) unsecured Indebtedness of the Borrower or any Subsidiary
(other than US Techco) to the seller in any Permitted Acquisition in an
aggregate amount for all Permitted Acquisitions not to exceed
$30,000,000; provided at the time of incurrence the requirements of
subsection 8.9(i) shall be satisfied;

(p) to the extent any such obligations or liabilities constitute
Indebtedness, the obligations and liabilities secured by Liens permitted
under subsection 8.3 (b), (c), (d) and (e);

(q) Indebtedness under any P-Note Transactions in an amount at
any one time outstanding (together, without duplication, with any
obligations incurred under subsection 8.4(i)) not to exceed $15,000,000
in the aggregate;

(r) Indebtedness owing to Holdings evidenced by a subordinated
note in form and substance reasonably acceptable to Agent.; and

(s) Indebtedness of Foreign Subsidiaries not otherwise permitted
hereunder in an aggregate amount at any one time not to exceed
$50,000,000.

<PAGE> 75
70

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

(a) Liens created by the Security Documents in favor of the
Agent for the benefit of the Lenders and the Agent, and Liens created by
the Subsidiary Security Documents in favor of the Borrower, Offshore
Techco and Connector Systems, B.V. securing the Subsidiary Notes and the
Foreign Subsidiary Guarantees;

(b) (i) Liens for taxes not yet due or which are being contested
in good faith by appropriate proceedings, provided that adequate
reserves with respect to contested taxes are maintained on the books of
Holdings or the Borrower or their respective Subsidiaries, as the case
may be, in conformity with GAAP (or, in the case of Foreign
Subsidiaries, generally accepted accounting principles in effect from
time to time in their respective jurisdictions of incorporation) and
(ii) the Pennsylvania state tax lien described on Schedule 8.3;

(c) carriers', landlords', warehousemen's, mechanics',
materialmen's, repairmen's or other like Liens arising in the ordinary
course of business which are not overdue for a period of more than 60
days or which are being contested in good faith by appropriate
proceedings;

(d) pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security
legislation;

(e) deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations,
insurance contracts, surety and appeal bonds, performance bonds and
other obligations of a like nature incurred in the ordinary course of
business;

(f) easements, rights-of-way, zoning restrictions, restrictions
and other similar encumbrances previously or hereinafter incurred in the
ordinary course of business which, in the aggregate, are not material in
amount and (i) which, in the case of such encumbrances on any of the
Properties covered by the Mortgage, do not in the aggregate materially
detract from the value of the Property subject thereto or, in the case
of such encumbrances on any property, materially interfere with the
ordinary conduct of the business of the Borrower or such Subsidiary or
(ii) which are set forth in the "marked up" commitments for title
insurance delivered to the Agent on the Closing Date or previously
delivered in connection with the execution and delivery of the
Mortgages;

(g) Liens in existence on the Amendment and Restatement
Effective Date listed on Schedule 8.3, securing Indebtedness permitted
by subsection 8.2(c) (including extensions, renewals and replacements of
such Indebtedness as permitted under subsection 8.2(c)), provided that
no such Lien is spread to cover any additional property (other than
proceeds of the existing collateral in accordance with the instrument
creating such Lien) after the Amendment and Restatement Effective Date
and that the amount

<PAGE> 76
71

of Indebtedness secured thereby is not increased except pursuant to the
instrument creating such Lien (without any modification thereof);

(h) purchase money Liens and Liens in respect of Financing
Leases upon or in any property acquired or held by the Borrower or any
of its Subsidiaries to secure Indebtedness permitted under subsection
8.2(f) incurred solely for the purpose of financing the acquisition of
such property, and Liens existing on such property at the time of its
acquisition (other than any such Lien created in contemplation of such
acquisition);

(i) Liens on the property of the Borrower or any of its
Subsidiaries in favor of landlords securing leases permitted pursuant to
Section 8.6;

(j) Liens in favor of parties to foreign exchange or Hedging
Agreements securing Indebtedness not to exceed $5,000,000 in aggregate
amount at any time outstanding;

(k) licenses, leases or subleases permitted hereunder granted to
others not interfering in any material respect in the business of the
Borrower or any of its Subsidiaries;

(l) attachment or judgment Liens (other than judgment Liens paid
or fully covered by insurance) in an aggregate amount outstanding at any
one time not in excess of $5,000,000;

(m) Liens on the Huntingdon County Plant (but excluding the
equipment (other than new machinery and equipment financed with the
proceeds of the Huntingdon County Financing in connection with the
construction of the Huntingdon County Plant), inventory and other
personal property located at the Huntingdon County Plant) and liens on
the new machinery and equipment at, and expansion of, the Valley Green,
Pennsylvania facility, financed with the proceeds of the Huntingdon
County Financing, in each case securing the Huntingdon County Financing;

(n) Liens arising from precautionary Uniform Commercial Code
financing statement filings with respect to operating leases or
consignment arrangements entered into by the Borrower or any of its
Subsidiaries in the ordinary course of business;

(o) Liens in favor of a banking institution arising by operation
of law encumbering deposits (including the right of set-off) held by
such banking institutions incurred in the ordinary course of business
and which are within the general parameters customary in the banking
industry;

<PAGE> 77
72

(p) Liens (not otherwise permitted hereunder) which secure
obligations not exceeding (as to the Borrower and all of its
Subsidiaries) $5,000,000 in aggregate amount at any time outstanding;

(q) Liens over the P-Notes sold, assigned or transferred in P-
Note Transactions; and

(r) Liens on the assets of the applicable Foreign Subsidiary and
its Subsidiaries securing Indebtedness of such Foreign Subsidiary
pursuant to subsection 8.2(s).

8.4 Limitation on Guarantee Obligations. Create, incur, assume
or suffer to exist any Guarantee Obligation except:

(a) the Guarantees and the Guarantees (as defined in the
Subordinated Debt Documents);

(b) guarantees of Indebtedness permitted pursuant to subsection
8.2(c) in existence on the Amendment and Restatement Effective Date and
set forth on Schedule 8.4 and extensions, renewals and replacements
thereof, provided, however, that no such extension, renewal or
replacement shall (i) amend or modify the subordination provisions, if
any, contained in the original guarantee, (ii) shorten the fixed
maturity or increase the principal amount of, or increase the rate or
shorten the time of payment of interest on, or increase the amount or
shorten the time of payment of any principal or premium payable whether
at maturity, at a date fixed for prepayment or by acceleration or
otherwise of the Indebtedness guaranteed by the original guarantee, or
increase the amount of, or accelerate the time of payment of, any fees
payable in connection therewith, (iii) make any modification relating to
the affirmative or negative covenants, events of default or remedies
under the documents or instruments evidencing the original guarantee the
effect of which is to subject the Borrower or any Subsidiary to any more
onerous or restrictive provisions, or (iv) adversely affect the
interests of the Lenders under this Agreement or any other Loan Document
in any respect;

(c) guarantees made in the ordinary course of its business by
the Borrower of obligations of any Foreign Subsidiary, which obligations
are otherwise permitted by this Agreement;

(d) the L/C Obligations;

(e) indemnities favor of the companies issuing title insurance
policies insuring the Mortgage to induce such issuance;

(f) surety bonds issued in respect of the type of obligations
described in subsection 8.3(e);

<PAGE> 78
73

(g) indemnities made in the Commitment Letter, the Loan
Documents, the monitoring and oversight agreement described in
subsection 8.7(a)(v) and in the corporate charter and/or bylaws of the
Borrower and its Subsidiaries;

(h) indemnities made in the ordinary course of business,
provided that such indemnities could not individually or in the
aggregate have a Material Adverse Effect; and

(i) obligations under any P-Note Transactions in an amount at
any one time (together, without duplication, with any Indebtedness
outstanding under subsection 8.2(q)) not to exceed $15,000,000 in the
aggregate.

8.5 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign,
transfer or otherwise dispose of, all or substantially all of its property,
business or assets, or make any material change in its present method of
conducting business, except (i) any Wholly Owned Subsidiary of the Borrower may
be merged or consolidated with or into the Borrower (provided that the Borrower
shall be the continuing or surviving corporation) or with or into any one or
more Wholly Owned Subsidiaries of the Borrower (provided that no Domestic
Subsidiary may be merged or consolidated with or into any Foreign Subsidiary
unless the Domestic Subsidiary shall be the surviving corporation) and (ii) any
Subsidiary of the Borrower may liquidate or dissolve if in connection therewith
all of its assets are transferred to the Borrower or any Wholly-Owned
Subsidiary of the Borrower which is a Domestic Subsidiary of the Borrower.

8.6 Limitation on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, except:

(a) obsolete or worn out property disposed of in the ordinary
course of business or property that is no longer useful in the conduct
of the Borrower's business disposed of in the ordinary course of
business;

(b) the sale, transfer or exchange of inventory in the ordinary
course of business;

(d) any sale or other transfer, in any single transaction or
series of related transactions, in each case for consideration of which
not less than 75% is cash, of any property, business or assets for Net
Cash Proceeds not to exceed $10,000,000 in the aggregate in any fiscal
year, provided that all of the Net Cash Proceeds of such sale are
applied toward prepayment of the Loans as required by subsection 2.10;

(e) any sale or other transfer of any property or assets
constituting fixed assets, in each case for consideration of which not
less than 75% is cash, provided that the

<PAGE> 79
74

aggregate Net Cash Proceeds of the sales and transfers made pursuant to
this paragraph (e) do not exceed $5,000,000 in any fiscal year;

(f) intercompany sales or transfers of goods or assets made in
accordance with the requirements of the business of the Borrower and its
Subsidiaries, provided that the aggregate book value of the assets in
such sales and transfers from the Borrower and its Domestic Subsidiaries
to its Foreign Subsidiaries is not greater than the sum of $25,000,000
and 30% of Capital Expenditures made in the United States since the
beginning of the 1996 fiscal year of Berg;

(g) licenses or sublicenses of intellectual property and leases
or subleases of other property in the ordinary course of business and
which do not materially interfere with the Business;

(h) the sale of the French Note;

(i) any consignment arrangements or similar arrangements for the
sale of goods or assets in the ordinary course of business;

(j) the sale or discount of overdue accounts receivable arising
in the ordinary course of business but only in connection with the
compromise or collection thereof;

(k) sales by the Borrower to AT&T required by the terms of the
AT&T Supply Agreement; and

(l) sales or other transfers by any Foreign Subsidiary of P-
Notes in P-Note Transactions.

8.7 Limitation on Dividends. Declare or pay any dividend (other
than, in the case of the Borrower, dividends payable solely in common stock of
the Borrower) on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any class of Capital Stock of the Borrower
or any warrants or options to purchase any such Capital Stock, whether now or
hereafter outstanding, or make any other distribution in respect thereof,
either directly or indirectly, whether in cash or property, obligations of the
Borrower or any Subsidiary or otherwise, or make any loan or advance to
Holdings (such declarations, payments, setting apart, purchases, redemptions,
defeasances, retirements, acquisitions, distributions and loans and advances
being herein called "Restricted Payments"), except that:

(a) the Borrower may make Restricted Payments to Holdings, so
long as (except with respect to clause (iii) below) no Event of Default
has occurred and is continuing or would be continuing after giving
effect to such Restricted Payment:

(i) in an aggregate amount not to exceed $2,500,000,
per fiscal year, the proceeds of which shall be applied by
Holdings directly to pay out of pocket expenses, for
administrative, legal and accounting services provided by third

<PAGE> 80
75

parties, or to pay franchise fees and similar costs, or to pay
dividends in cash in an amount not to exceed $25,000 per year in
lieu of fractional shares of Preferred Stock;

(ii) payments, the proceeds of which will be used to
repurchase the Capital Stock or other securities of Holdings from
outside directors, employees or members of the management of
Holdings, the Borrower or any Subsidiary, at a price not in
excess of fair market value, in an aggregate amount not in excess
of $4,000,000, net of the proceeds received by the Borrower as a
result of any resales of any such Capital Stock or other
securities;

(iii) if such Restricted Payment is a purchase of Capital
Stock of Holdings, or a distribution to Holdings to permit
Holdings to purchase its Capital Stock, in either case made in
order to fulfill the obligations of the Borrower or Holdings to
sell or deliver Capital Stock under an employee stock purchase
plans or similar plans covering employees of the Borrower or any
of its Subsidiaries as from time to time in effect;

(iv) payments, the proceeds of which will be used to pay
taxes of Holdings and the Borrower as part of a consolidated
group;

(v) payments, the proceeds of which will be used to pay
management fees to HMTF and its Affiliates in accordance with the
terms of its monitoring and oversight agreement, as set forth on
Schedule 8.7;

(vi) [Intentionally Deleted]; and

(vii) on or after the earlier of January 1, 1998, or the
day on which the Borrower first furnishes a certificate under
subsection 7.2(b) showing the Leverage Ratio at the end of the
period covered by the financial statements accompanying such
certificate to be less than 2.00 to 1.00, dividends the proceeds
of which are used to pay dividends declared on, or to repurchase
or redeem, Capital Stock of Holdings, provided that the aggregate
amount of such dividends that may be made in any fiscal year of
the Borrower shall not exceed the least of:

(A) the Borrower's Share of Excess Cash Flow
attributable to the immediately preceding fiscal year;

(B) 25% of the Consolidated Net Income of Holdings
and its Subsidiaries for each immediately preceding fiscal
year; or

(b) any Subsidiary of the Borrower may make Restricted Payments
to the Borrower; and

<PAGE> 81
76

8.8 Limitation on Capital Expenditures. Make or commit to make
any Capital Expenditure except for expenditures in the ordinary course of
business not exceeding, in the aggregate for the Borrower and its Subsidiaries
during any of the fiscal years of the Borrower set forth below, the amount set
forth opposite such fiscal year below:
<TABLE>
<CAPTION>
<S> <C>
Fiscal Year Amount
----------- ------
1997 $100,000,000
1998 90,000,000
1999 90,000,000
2000 and thereafter 100,000,000
</TABLE>

; provided that 100% of any amount not used in any fiscal year may be carried
forward only into the next succeeding fiscal year.

8.9 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person
("Investments"), except:

(a) extensions of trade credit in the ordinary course of
business;

(b) Investments in Cash Equivalents;

(c) Investments by the Borrower, Offshore Techco and Connector
Systems, B.V. in Subsidiary Notes, or in other promissory notes or other
loan documentation issued by a Subsidiary to evidence Indebtedness
permitted under subsection 8.2(b)(ii), provided that such Subsidiary
Notes or other promissory notes or other loan documentation are
immediately, directly or indirectly, pledged or otherwise assigned for
security to the Agent for the benefit of the Lenders pursuant to a
Borrower Note Pledge Agreement or pursuant to pledge agreements in form
and substance satisfactory to the Agent and the Borrower;

(d) loans and advances by the Borrower or its Subsidiaries to
its officers and employees in an aggregate principal amount not
exceeding $4,000,000 at any one time outstanding;

(e) loans, advances or Investments in existence on the Amendment
and Restatement Effective Date and listed on Schedule 8.9, and
extensions, renewals, modifications or restatements or replacements
thereof, provided that no such extension, renewal, modification or
restatement shall (i) increase the amount of the original loan, advance
or investment, or (ii) adversely affect the interests of the Lenders
with respect to such original loan, advance or investment or the
interests of the Lenders under this Agreement or any other Loan Document
in any respect;

<PAGE> 82
77

(f) Investments in the equity of Foreign Subsidiaries at one
time outstanding not to exceed in the aggregate $10,000,000, provided
that if as a result of any such investment Capital Stock of any Foreign
Subsidiary shall be issued, such Capital Stock (or, in the case of
common stock of Connector Systems Korea Ltd. or any Foreign Subsidiary
of Intermediate Holdings, 65% of such common stock) shall be pledged to
the Agent for the ratable benefit of the Lenders as collateral security
for the Obligations;

(g) Investments permitted by subsection 8.8;

(h) in addition to the other exceptions set forth in this
subsection 8.9, Investments (other than for Permitted Acquisitions) in
an aggregate amount not exceeding $10,000,000 (at cost, without regard
to any write down or write up thereof) at any one time outstanding;

(i) so long as after giving effect thereto no Default or Event
of Default shall have occurred and be continuing, Investments resulting
from Permitted Acquisitions in an aggregate amount (which may include
Indebtedness permitted by subsection 8.2(o)) not to exceed the sum of
(i) $100,000,000 in any year and (ii) the amount of common stock of
Holdings issued subsequent to the Amendment and Restatement Effective
Date in connection with Permitted Acquisitions; provided, that (i) the
Agent shall have received, with copies for each Lender, (x) at least 15
days prior notice of such Permitted Acquisition, (y) such opinions
(including with respect to environmental matters), certificates and
copies of agreements (including any Permitted Acquisition Documents) as
it shall reasonably request and (z) a certificate of a Responsible
Officer of the Borrower after giving effect to such Permitted
Acquisition showing the aggregate purchase price (including the
assumption of any Indebtedness) for Permitted Acquisitions made by the
Borrower since the Amendment and Restatement Effective Date and (ii) (x)
on a pro forma basis for the period of four consecutive fiscal quarters
most recently ended (assuming consummation of such Permitted Acquisition
and the incurrence or assumption of any Indebtedness in connection
therewith occurred on the first day of such period of four consecutive
fiscal quarters), the Borrower shall be in compliance with the covenants
contained in subsection 8.1 and (y) the Agent shall have received
calculations in reasonable detail reasonably satisfactory to it showing
compliance with the requirements of this clause (ii) certified by a
Responsible Officer of the Borrower; provided further, that the Borrower
need not comply with clause (ii) of the first proviso above in
connection with the acquisition of the captive connectors business of
Ericsson Telecom AB by Berg Electronics, AB a wholly owned Swedish
Foreign Subsidiary of the Borrower for total consideration not to exceed
the equivalent of US$18,000,000.

(j) Investments received in connection with the settlement or
compromise of any trade receivables;

(k) Investments resulting from the acquisition of the French
Note;

<PAGE> 83
78

(l) promissory notes and other similar non-cash consideration
received by the Borrower and its Subsidiaries in connection with the
dispositions permitted by subsections 8.6(d), (e), and (h);

(m) Investments (i) made to satisfy the requirements of
subsection 7.11 and (ii) in the nature of margin deposits for Hedging
Agreements entered into in connection with the conduct of the business
of the Borrower and its Subsidiaries;

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

(o) Investment of up to $10,000,000 in the Hong Kong Joint
Venture;

(p) Investments permitted by subsection 8.10(a);

(q) Investments in P-Notes by Foreign Subsidiaries doing
business in Japan; and

(r) any loan or advance to Holdings which is permitted to be
made under subsection 8.7.

8.10 Limitation on Optional Payments and Modifications of Debt
Instruments. (a) Make any optional payment or prepayment on or
redemption of any Indebtedness (other than the Loans and the Letters of
Credit), including, without limitation, the Subordinated Debentures
(except pursuant to the Borrower Tender or the Borrower Redemption) and
any payments in redemption or repurchase thereof, except mandatory
payments of principal, interest, fees and expenses required by the terms
of the agreement governing or instrument evidencing such indebtedness
but only to the extent permitted under the subordination provisions
applicable thereto.

(b) Amend, supplement or otherwise modify any of the provisions
of any Indebtedness (other than under this Agreement or permitted by
subsections 8.2(e), (f), (i), (j), (k) or (l)), including, without
limitation, any subordinated note:

(i) which amends or modifies the subordination provisions
contained therein;

(ii) which shortens the fixed maturity or increases the
principal amount of, or increases the rate or shortens the time
of payment of interest on, or increases the amount or shortens
the time of payment of any principal or premium payable whether
at maturity, at a date fixed for prepayment or by acceleration or
otherwise of such Indebtedness, or increases the amount of, or
accelerates the time of payment of, any fees payable in
connection therewith;

<PAGE> 84
79

(iii) which relates to the affirmative or negative
covenants, events of default or remedies under the documents or
instruments evidencing such Indebtedness and the effect of which
is to subject the Borrower or any of its Subsidiaries, to any
more onerous or more restrictive provisions; or

(iv) which otherwise adversely affects the interests of
the Lenders as senior creditors with respect to any subordinated
or other Indebtedness or the interests of the Lenders under this
Agreement or any other Loan Document in any respect.

(c) Make any payment in cash on any equity or debt security that
may be made under the terms thereof by the issuance of any security of
the same nature.

8.11 Limitation on Transactions with Affiliates. (a) Enter
into any transaction, including, without limitation, any purchase, sale, lease
or exchange of property or the rendering of any service, with any Affiliate
unless such transaction is (a) otherwise permitted under this Agreement, or (b)
(i) in the ordinary course of the Borrower's or such Subsidiary's business and
(ii) upon fair and reasonable terms no less favorable to the Borrower or such
Subsidiary, as the case may be, than it would obtain in a comparable arm's
length transaction with a Person which is not an Affiliate.

(b) In addition, notwithstanding the foregoing, the Borrower and
its Subsidiaries shall be entitled to make the following payments and/or
enter into the following transactions:

(i) the payment of reasonable and customary fees and
reimbursement of expenses payable to directors of the Borrower;

(ii) the payment to HMTF of fees and expenses pursuant
to a monitoring and oversight agreement referred to on Schedule
8.7; and

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

8.12 Limitation on Sales and Leasebacks. Enter into any
arrangement with any Person providing for the leasing by the Borrower or any
Subsidiary of real or personal property which has been or is to be sold or
transferred by the Borrower or such Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of the Borrower or such
Subsidiary; provided that this subsection shall not prohibit any sale and
leaseback resulting from the incurrence of any lease in respect of any capital
asset entered into within 120 days of the acquisition of such capital asset for
the purpose of providing permanent financing for such capital asset or any sale
and leaseback of the Huntingdon County Plant in connection with the Huntingdon
County Financing.

<PAGE> 85
80

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

8.14 Restrictions Affecting Subsidiaries. Except as set forth
in the Subordinated Debt Documents, enter into with any Person, or suffer to
exist any agreement which prohibits or limits the ability of the Borrower or
any of its Subsidiaries to (a) create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than (i) this Agreement and (ii) any industrial
revenue bonds, purchase money mortgages or Financing Leases or any other
agreement or transaction permitted by this Agreement (in which cases, any
prohibition or limitation shall only be effective against the assets financed
thereby) or (b) pay dividends or make other distributions or pay any
Indebtedness owed to the Borrower or any of its Subsidiaries, except as
permitted by this Agreement.

8.15 Limitation on Lines of Business. Enter into any business,
either directly or through any Subsidiary, except for those businesses in which
the Borrower and its Subsidiaries are engaged on the date of this Agreement or
which are directly related thereto.

8.16 Amendments to Corporate Documents; Acquisition Documents;
Licenses. (a) Amend its certificate of incorporation or by-laws unless the
Agent shall have received at least 15 days prior written notice thereof and
such amendment does not adversely affect the interests of any Lender in any
material respect, (b) amend, supplement or otherwise modify the terms and
conditions of the indemnities and licenses furnished by DuPont, AT&T or any
other Person to Borrower pursuant to any Acquisition Document such that after
giving effect thereto such indemnities or licenses shall be materially less
favorable to the interests of the Credit Parties or the Lenders with respect
thereto, (c) otherwise amend, supplement or otherwise modify the terms and
conditions of any Acquisition Document except to the extent that any such
amendment, supplement or modification could not reasonably be expected to have
a Material Adverse Effect, (d) amend, supplement or otherwise modify the terms
of any Intercompany Agreement in any material respect, except to (i) increase
the rate of royalty payments under any License, (ii) decrease the price under
any Contract Manufacturing Agreement or (iii) decrease the payments under any
R&D Agreement, or (e) amend, supplement or otherwise modify the terms and
conditions of the AT&T Supply Agreement which would shorten the term thereof or
materially reduce the obligations of the buyer thereunder.

SECTION 9. EVENTS OF DEFAULT

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

(a) The Borrower shall fail to pay any principal of any Note or
any L/C Obligation when due in accordance with the terms thereof or
hereof; or the Borrower shall fail to pay any interest on any Note, or
any other amount payable hereunder, within five days after any such
interest or other amount becomes due in accordance with the terms
thereof or hereof; or

<PAGE> 86
81

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

(c) The Borrower, Holdings or any Subsidiary shall default in
the observance or performance of any agreement contained in Section 8 or
Section 11 or in subsection 3(b) of the Borrower Security Agreement or
in subsection 5((b) of the Borrower Domestic Pledge Agreement; or

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

(e) Any Credit Party or any of its Subsidiaries shall (i)
default (x) in any payment of principal of or interest on any
Indebtedness (other than the Notes or the Subsidiary Notes) or (y) in
the payment of any Guarantee Obligation (other than the Guarantees),
having an outstanding principal amount individually or in the aggregate
for both of clauses (x) and (y) in excess of $10,000,000, beyond the
period of grace, if any, provided in the instrument or agreement under
which such Indebtedness or Guarantee Obligation was created; or (ii)
default in the observance or performance of any other agreement or
condition relating to any such Indebtedness or Guarantee Obligation or
contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist, the
effect of which default or other event or condition is to cause, or to
permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Guarantee Obligation (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to
become due prior to its stated maturity or such Guarantee Obligation to
become payable; or

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

<PAGE> 87
82

of its Subsidiaries any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets which results
in the entry of an order for any such relief which shall not have been
vacated, discharged, or stayed or bonded pending appeal within 60 days
from the entry thereof; or (iv) any Credit Party or any of its
Subsidiaries shall take any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth
in clause (i), (ii), or (iii) above; or (v) any Credit Party or any of
its Subsidiaries shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts (other than
intercompany debts) as they become due; or

(g) (i) Any Person shall engage in any "prohibited transaction"
(as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any "accumulated funding deficiency" (as
defined in Section 302 of ERISA), whether or not waived, shall exist
with respect to any Plan or any Lien in favor of the PBGC or a Plan
shall arise on the assets of the Borrower or any Commonly Controlled
Entity, (iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee
shall be appointed, to administer or to terminate, any Single Employer
Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of the Required
Lenders, likely to result in the termination of such Plan for purposes
of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
purposes of Title IV of ERISA, (v) the Borrower or any Commonly
Controlled Entity shall, or in the reasonable opinion of the Required
Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
Plan or (vi) any other event or condition shall occur or exist with
respect to a Plan; and in each case in clauses (i) through (vi) above,
such event or condition, together with all other such events or
conditions, if any, could reasonably be expected to have a Material
Adverse Effect; or

(h) One or more judgments or decrees shall be entered against
Holdings, the Borrower or any of its Subsidiaries involving in the
aggregate a liability (not paid or fully covered by insurance) of
$5,000,000 or more, and all such judgments or decrees shall not have
been vacated, discharged, stayed or bonded pending appeal within 60 days
from the entry thereof; or

(i) Holdings, the Borrower or any Subsidiary shall incur any
liability (not paid or fully covered by insurance) under any
Environmental Law in an amount which would result in a Material Adverse
Effect; or

(j) Any Loan Document shall, at any time, cease to be in full
force and effect (unless released by the Agent at the direction of the
Required Lenders or as otherwise permitted under this Agreement or the
Security Documents or the Subsidiary Security Documents) or shall be
declared null and void (and, if such invalidity is such so as to be
amenable to cure without materially disadvantaging the position of the
Agent and the Lenders thereunder, the Credit Party shall have failed to
cure such invalidity within 30 days after notice from the Agent or such
shorter time period as is specified by the Agent in such notice and is
reasonable in the circumstances), or the validity or

<PAGE> 88
83

enforceability thereof shall be contested by any Credit Party, or any of
the Liens intended to be created by any Security Document or Subsidiary
Security Document shall cease to be or shall not be a valid and
perfected Lien having the priority contemplated thereby (and, if such
invalidity is such so as to be amenable to cure without materially
disadvantaging the position of the Agent and the Lenders, or the
Borrower, as the case may be, as secured parties thereunder, the Credit
Party shall have failed to cure such invalidity within 30 days after
notice from the Agent or such shorter time period as specified by the
Agent in such notice and is reasonable in the circumstances); or

(k) A Change of Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon), the maximum amount available to be
drawn under all outstanding Letters of Credit and all other amounts owing under
this Agreement and the Notes shall immediately become due and payable, and (B)
if such event is any other Event of Default, either or both of the following
actions may be taken: (i) with the consent of the Required Lenders, the Agent
may, or upon the request of the Required Lenders, the Agent shall, by notice to
the Borrower declare the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate; and (ii) with the consent of the
Required Lenders, the Agent may, or upon the request of the Required Lenders,
the Agent shall, by notice to the Borrower, declare the Loans hereunder (with
accrued interest thereon), the maximum amount available to be drawn under all
outstanding Letters of Credit and all other amounts owing under this Agreement
and the Notes to be due and payable forthwith, whereupon the same shall
immediately become due and payable. All payments under this Section 9 on
account of undrawn Letters of Credit shall be made by the Borrower directly to
a cash collateral account established by the Agent for such purpose for
application to the Borrower's obligations with respect thereto as drafts are
presented under the Letters of Credit. Any remaining amounts paid by the
Borrower in respect of such undrawn Letters of Credit shall be returned to the
Borrower after the last expiry date of the Letters of Credit and after the
Obligations have been paid in full. Except as expressly provided above in this
Section, presentment, demand, protest and all other notices of any kind are
hereby expressly waived.

SECTION 10. THE AGENT

10.1 Appointment. Each Lender hereby irrevocably designates and
appoints Chase as the Agent of such Lender under this Agreement and the other
Loan Documents, and each such Lender irrevocably authorizes Chase, as the Agent
for such Lender, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those

<PAGE> 89
84

expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent.

10.2 Delegation of Duties. The Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents,
Affiliates or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys in-fact
selected by it with reasonable care.

10.3 Exculpatory Provisions. Neither the Agent nor any of its
officers, directors, employees, agents, Affiliates or attorneys-in-fact shall
be (i) liable for any action lawfully taken or omitted to be taken by it or
such Person under or in connection with this Agreement or any other Loan
Document (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Borrower or any
officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided
for in, or received by the Agent under or in connection with, this Agreement or
any other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or the Notes or any other Loan
Document or for any failure of the Borrower to perform its obligations
hereunder or thereunder. The Agent shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower.

10.4 Reliance by Agent. The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any Note, writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Borrower), independent accountants and other
experts selected by the Agent. The Agent may deem and treat the payee of any
Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this
Agreement and the Notes and the other Loan Documents in accordance with a
request of the Required Lenders (except where a different percentage is
required under subsection 12.1), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Notes.

<PAGE> 90
85

10.5 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received written notice from a Lender or the
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event
that the Agent receives such a notice, the Agent shall give notice thereof to
the Lenders. The Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders
(except where a different percentage is required under subsection 12.1);
provided that unless and until the Agent shall have received such directions,
the Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of the Lenders.

10.6 Non-Reliance on Agent and Other Lenders. Each Lender
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent hereafter
taken, including any review of the affairs of the Borrower, shall be deemed to
constitute any representation or warranty by the Agent to any Lender. Each
Lender represents to the Agent that it has, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, financial and other condition and
creditworthiness of the Borrower and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon 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 analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Borrower which may come into the possession of the
Agent or any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates.

10.7 Indemnification. The Lenders agree to indemnify the Agent
in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according to
the respective amounts of their Commitments and outstanding Term Loans in
effect on the date on which indemnification is sought under this subsection,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Notes) be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of this Agreement, any
of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses,

<PAGE> 91
86

damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Agent's gross negligence or willful misconduct. The
agreements in this subsection shall survive the payment of the Notes and all
other amounts payable hereunder.

10.8 Agent in Its Individual Capacity. The Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Borrower as though the Agent were not the Agent
hereunder and under the other Loan Documents. With respect to its Loans made
or renewed by it and any Note issued to it, the Agent shall have the same
rights and powers under this Agreement and the other Loan Documents as any
Lender and may exercise the same as though it were not the Agent, and the terms
"Lender" and "Lenders" shall include the Agent in its individual capacity.

10.9 Successor Agent. The Agent may resign as Agent upon 10
days' notice to the Lenders. If the Agent shall resign as Agent under this
Agreement and the other Loan Documents, then the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders, which successor agent
shall be approved by the Borrower, whereupon such successor agent shall succeed
to the rights, powers and duties of the Agent, and the term "Agent" shall mean
such successor agent effective upon such appointment and approval, and the
former Agent's rights, powers and duties as Agent shall be terminated, without
any other or further act or deed on the part of such former Agent or any of the
parties to this Agreement or any holders of the Notes. After any retiring
Agent's resignation as Agent, the provisions of this subsection shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent under this Agreement and the other Loan Documents.

10.10 Additional Powers of Agent. The Agent is hereby
irrevocably authorized by each of the Lenders to release any Lien covering any
asset of the Borrower or any of its Subsidiaries (including, without
limitation, any Properties, accounts receivable or inventory) that is the
subject of a disposition, sale or assignment which is permitted under this
Agreement or, subject to subsection 12.1, which has been consented to by the
Required Lenders.

SECTION 11. GUARANTEE

11.1 Guarantee. To induce the Lenders to execute and deliver
this Agreement to make Loans and to issue and participate in Letters of Credit
for the account of the Borrower, and in consideration thereof, Holdings hereby
unconditionally and irrevocably guarantees to the Agent, the Lenders and their
successors, indorsees, transferees and assigns, the prompt and complete payment
when due of the Obligations, and Holdings further agrees to pay the expenses
which may be paid or incurred by the Agent or the Lenders in collection of any
or all of the Obligations and/or enforcing any rights under this Section 11 or
under the Obligations in accordance with subsection 12.5.

11.2 Waiver of Subrogation. Notwithstanding any payment or
payments made by Holdings in respect of the Obligations or any setoff or
application of funds of Holdings by the Agent or the Lenders, Holdings shall
not be entitled to be subrogated to any of the rights of the Agent or the
Lenders against the Borrower or any collateral security or guarantee or

<PAGE> 92
87

right of offset held by the Agent or the Lenders for the payment of the
Obligations, nor shall Holdings seek any reimbursement from the Borrower in
respect of payments made by Holdings hereunder until the Obligations are paid
in full.

11.3 Modification of Obligations. Holdings hereby consents
that, without the necessity of any reservation of rights against Holdings and
without notice to or further assent by Holdings, any demand for payment of the
Obligations made by the Agent, the Issuing Lender or the Lenders may be
rescinded by the Agent, the Issuing Lender or the Lenders and the Obligations
continued, and the Obligations, or the liability of any other party upon or for
any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Agent, the Issuing Lender or the Lenders and
that any Letter of Credit Application, any collateral security document or
other guarantee or document in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Agent, the Issuing
Lender or the Lenders may deem advisable from time to time, and, to the extent
permitted by applicable law, any collateral security or guarantee or right of
offset at any time held by the Agent, the Issuing Lender or the Lenders for the
payment of the Obligations may be sold, exchanged, waived, surrendered or
released, all without the necessity of any reservation of rights against
Holdings and without notice to or further assent by Holdings which will remain
bound hereunder notwithstanding any such renewal, extension, modification,
acceleration, compromise, amendment, supplement, termination, sale, exchange,
waiver, surrender or release. The Agent, the Issuing Lender and the Lenders
shall not have any obligation to protect, secure, perfect or insure any
collateral security document or property subject thereto at any time held as
security for the Obligations. When making any demand hereunder against
Holdings, the Agent, the Issuing Lender or the Lenders may, but shall be under
no obligation to, make a similar demand on any other party or any other
guarantor, and any failure by the Agent, the Issuing Lender or the Lenders to
make any such demand or to collect any payments from the Borrower or any such
other guarantor shall not relieve Holdings of its obligations or liabilities
hereunder, and shall not impair or affect the rights and remedies, express or
implied, or as a matter of law, of the Agent, any Issuing Lender or the Lenders
against Holdings. For the purposes of this subsection "demand" shall include
the commencement and continuance of any legal proceedings.

11.4 Waiver by Holdings. Holdings waives any and all notice of
the creation, renewal, extension or accrual of the Obligations and notice of or
proof of reliance by the Agent, the Issuing Lender and the Lenders upon the
guarantee contained in this Section 11 or acceptance of the guarantee contained
in this Section 11, and the Obligations, and any of them, shall conclusively be
deemed to have been created, contracted, continued or incurred in reliance upon
the guarantee contained in this Section 11, and all dealings between Holdings
and the Agent, the Issuing Lender or the Lenders shall likewise be conclusively
presumed to have been had or consummated in reliance upon the guarantee
contained in this Section 11. Holdings waives diligence, presentment, protest,
demand for payment and notice of default or nonpayment to or upon Holdings with
respect to any Obligations. This guarantee shall be construed as a continuing,
absolute and unconditional guarantee of payment without regard to the validity,
regularity or enforceability of any Letter of Credit Application or any
collateral

<PAGE> 93
88

security or guarantee therefor or right of offset with respect thereto at any
time or from time to time held by the Agent, the Issuing Lender or the Lenders
and without regard to any defense, setoff or counterclaim which may at any time
be available to or be asserted by the Borrower against the Agent, the Issuing
Lender, the Lenders or any other Person, or by any other circumstance
whatsoever (with or without notice to or knowledge of the Borrower or Holdings)
which constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower for any of its Obligations, or of Holdings under the
guarantee contained in this Section 11 in bankruptcy or in any other instance,
and the obligations and liabilities of Holdings hereunder shall not be
conditioned or contingent upon the pursuit by the Agent, the Issuing Lender or
the Lenders or any other Person at any time of any right or remedy against the
Borrower or against any other Person which may be or become liable in respect
of any Obligations or against any collateral security or guarantee therefor or
right of offset with respect thereto. The guarantee contained in this Section
11 shall remain in full force and effect and be binding in accordance with and
to the extent of its terms upon Holdings and the successors and assigns
thereof, and shall inure to the benefit of the Lenders and their successors,
indorsees, transferees and assigns, until the Obligations shall have been
satisfied in full.

11.5 Reinstatement. This guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any Obligations is rescinded or must otherwise be restored or
returned by the Agent, the Issuing Lender or the Lenders upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of Holdings or the
Borrower or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, Holdings, the Borrower or
any substantial part of their respective property, or otherwise, all as though
such payments had not been made.

11.6 Negative Covenants. From and after the Amendment and
Restatement Effective Date until the Obligations shall have been paid in full,
the Letters of Credit shall have expired or been terminated and the Commitments
shall have been terminated, Holdings hereby agrees that it shall not (i) assume
or otherwise incur or suffer to exist any Indebtedness or Guarantee Obligation
(other than (A) the Holdings Guarantee, (B) the Guarantee (as defined in
Subordinated Debt Documents), (C) a guarantee of the Huntingdon County
Financing and the items permitted under subsections 8.2(e), 8.4(e) and 8.4(f),
(D) the guarantee issued in connection with the MDFC Transaction as in effect
on the date hereof, (E) unsecured Guarantee Obligations by Holdings in respect
of real property leases and/or personal property operating leases of the
Borrower and its Subsidiaries in the ordinary course of business but in any
event not in excess of an aggregate amount of $15,000,000 at any one time
outstanding, and (F) Indebtedness of Holdings in the form of loans and advances
to it by the Borrower permitted for the Borrower under subsection 8.9(r), (ii)
create, incur, assume or suffer to exist any Lien upon any of its assets other
than pursuant to the Security Documents and other than Liens in the nature of
the Liens specified in subsection 8.3(b), (iii) cease to own, directly or
indirectly, 100% of the Capital Stock of the Borrower, (iv) amend its
certificate of incorporation or by-laws unless such amendment does not
adversely affect the interests of any Lender in any material respect, or amend
any instrument or document evidencing, governing or otherwise relating to any
Permanent Preferred Stock, unless such amendment does not adversely affect the
interest of the Lenders in any material respect, provided that a copy of any

<PAGE> 94
89

such amendment permitted under this clause (iv) shall be sent to the Agent and
Lenders promptly, (v) engage in any activities other than (A) owning the stock
of the Borrower, (B) its activities incident to the performance of (x) the Loan
Documents, and (y) the issuance and/or sale of its common stock or options or
warrants in respect of its Capital Stock, provided that the proceeds thereof
are applied as set forth in subsection 2.10, (C) transactions pursuant to or in
connection with the IPO, the Recapitalization or the Permitted Acquisitions and
(D) activities contemplated by this Section 11 or (vi) make any Restricted
Payment on any Preferred Stock in cash, except as permitted by subsection
8.7(a)(i).

SECTION 12. MISCELLANEOUS

12.1 Amendments and Waivers. Neither this Agreement, any Note,
any other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or otherwise modified except in accordance with the provisions of
this subsection. The Required Lenders may, or, with the written consent of the
Required Lenders, the Agent may, from time to time, (a) enter into with the
Borrower written amendments, supplements or modifications hereto and to the
Notes and the other Loan Documents for the purpose of adding any provisions to
this Agreement or the Notes or the other Loan Documents or changing in any
manner the rights of the Lenders or of the Borrower or Holdings or any other
Person hereunder or thereunder or (b) waive, on such terms and conditions as
the Required Lenders or the Agent, as the case may be, may specify in such
instrument, any of the requirements of this Agreement or the Notes or the other
Loan Documents or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or
modification shall directly (i) reduce the principal amount or extend the
scheduled date of maturity of any Note or of any installment thereof, or reduce
the stated rate of any interest or fee payable hereunder or extend the
scheduled date of any payment thereof or increase the aggregate amount or
extend the expiration date of any Commitment of any Lender or modify subsection
4.4(b), in each case without the consent of each Lender affected thereby, or
(ii) amend, modify or waive any provision of this subsection or reduce the
percentage specified in the definition of Required Lenders or otherwise
decrease the percentage of Lenders required to take action under the Loan
Documents or consent to the assignment or transfer by the Borrower of any of
its rights and obligations under this Agreement and the other Loan Documents or
release all or substantially all of the collateral (other than in connection
with an Asset Sale permitted hereby) or release the Holdings Guarantee or the
Domestic Subsidiary Guarantee, in each case without the written consent of all
the Lenders, or (iii) amend, modify or waive any provision of Section 2.13, 3
or 10 without the written consent of the then Swing Line Lender, Issuing Lender
or Agent, respectively. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the Lenders, the Agent and all future holders of the Notes.
In the case of any waiver, the Borrower, the Lenders and the Agent shall be
restored to their former position and rights hereunder and under the
outstanding Notes and the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

<PAGE> 95
90

12.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or two days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice,
when received, addressed as follows in the case of the Borrower, Holdings and
the Agent, the Issuing Lender and the Swing Line Lender, and as set forth in
Schedule I in the case of the other parties hereto, or to such other address as
may be hereafter notified by the respective parties hereto and any future
holders of the Notes:

The Borrower: Berg Electronics Group, Inc.
101 South Hanley Road
St. Louis, Missouri 63105
Attention: David M. Sindelar
Telecopy: (314) 746-2299

with copies to: Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: Lawrence D. Stuart, Jr.
Telecopy: (214) 740-7313

Holdings: Berg Electronics Corp.
101 South Hanley Road
St. Louis, Missouri 63105
Attention: David M. Sindelar
Telecopy: (314) 746-2299

with copies to: Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: Lawrence D. Stuart, Jr.
Telecopy: (214) 740-7313

The Agent, the Issuing The Chase Manhattan Bank
Lender or the Swing Line c/o Chase Securities Inc.
Lender: 10 South LaSalle Street, 23rd Floor
Chicago, Illinois 60603
Attention: Jonathan E. Twichell
Telecopy: (312) 807-4077

provided that any notice, request or demand to or upon the Agent or the Lenders
pursuant to subsection 2.3, 2.5, 2.8, 2.9, 2.11, 2.13 or 4.4 shall not be
effective until received.

<PAGE> 96
91

12.3 No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Agent or any Lender, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

12.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the Notes.

12.5 Payment of Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Agent for all its reasonable out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution
of, and any amendment, supplement or modification to, this Agreement and the
Notes and the other Loan Documents and any other documents prepared in
connection herewith or therewith, and the consummation and administration of
the transactions contemplated hereby and thereby, including, without
limitation, the reasonable fees and disbursements of counsel to the Agent, (b)
to pay or reimburse each Lender and the Agent for all its reasonable out-of-
pocket costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the Notes, the other Loan
Documents and any such other documents, including, without limitation, the
reasonable fees and disbursements of counsel to the Agent and at any time after
and during the continuance of an Event of Default, of one counsel to all the
Lenders, and (c) to pay, indemnify, and hold each Lender and the Agent harmless
from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of
the transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the Notes,
the other Loan Documents and any such other documents, and (d) to pay,
indemnify, and hold each Lender and the Agent (and their respective directors,
officers, employees and agents) harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration
of this Agreement, the Notes, the other Loan Documents, the IPO, the
Recapitalization or the use or the proposed use of the proceeds of the Loans in
connection with the Recapitalization and any such other documents (all the
foregoing in this clause (d), collectively, the "indemnified liabilities"),
provided that the Borrower shall have no obligation hereunder to the Agent or
any Lender with respect to indemnified liabilities to the extent arising from
the gross negligence or willful misconduct of the Agent or any such Lender, as
the case may be, or in the case of indemnified liabilities arising under any of
the Loan Documents, to the extent arising from a material breach by the Agent
or such Lender, as the case may be, or its respective officers, directors,
employees, agents and controlling persons of any of the Loan Documents, as the
case

<PAGE> 97
92

may be. The agreements in this subsection shall survive repayment of the Notes
and all other amounts payable hereunder.

12.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Agent, all future holders of the Notes and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights or obligations under this Agreement without the
prior written consent of each Lender.

(b) Any Lender may, in the ordinary course of its commercial
lending business and in accordance with applicable law, at any time sell to one
or more banks, insurance companies or other financial institutions or other
entities ("Participants") participating interests in any Loan owing to such
Lender, any Note held by such Lender, any Commitment of such Lender or any
other interest of such Lender hereunder and under the other Loan Documents. In
the event of any such sale by a Lender of a participating interest to a
Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of any such Note for all purposes under this Agreement and the other
Loan Documents, 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 this Agreement and the other Loan Documents. The Borrower
agrees that if amounts outstanding under this Agreement and the Notes are due
or unpaid, or shall have been declared or shall have become due and payable
upon the occurrence of an Event of Default, each Participant shall be deemed to
have the right of setoff in respect of its participating interest in amounts
owing under this Agreement and any Note to the same extent as if the amount of
its participating interest were owing directly to it as a Lender under this
Agreement or any Note, provided that in purchasing such participating interest,
such Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in subsection 12.7(a) as fully as if it were a
Lender hereunder. The Borrower also agrees that each Participant shall be
entitled to the benefits of subsections 4.6, 4.7 and 4.8 with respect to its
participation in the Commitments and the Loans and Letters of Credit
outstanding from time to time as if it was a Lender; provided that in the case
of subsection 4.7 or 4.8, such Participant shall have complied with the
requirements of said subsection and provided, further, that no Participant
shall be entitled to receive any greater amount pursuant to any such subsection
than the transferor Lender would have been entitled to receive in respect of
the amount of the participation transferred by such transferor Lender to such
Participant had no such transfer occurred.

(c) Any Lender may, in the ordinary course of its commercial
lending business and in accordance with applicable law, at any time and from
time to time assign to (i) any Lender or any affiliate thereof or (ii) with the
consent of the Agent (such consent not to be unreasonably withheld), to an
additional bank or financial or lending institution ("an Assignee"), all or any
part of its rights and obligations under this Agreement and the Notes pursuant
to an Assignment and Acceptance, executed by such Assignee, such assigning
Lender (and, in the case of an Assignee that is not then a Lender or an
affiliate thereof, by the Agent) and delivered to the Agent for its acceptance
and recording in the Register; provided that the

<PAGE> 98
93

Swing Line Lender may not transfer any portion of the Swing Line Commitment
without the consent of the Borrower (such consent not to be unreasonably
withheld); provided further that if, after giving effect to any assignment
pursuant to clause (ii) above, the transferor Lender or the Assignee continues
to hold any Loans or Commitment hereunder, such transferor Lender and the
Assignee each must hold Loans and Commitments aggregating at least $5,000,000.
Upon such execution, delivery, acceptance and recording, from and after the
effective date determined pursuant to such Assignment and Acceptance, (x) the
Assignee thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with Commitments as set forth therein, and (y) the assigning Lender
thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such assigning Lender
shall cease to be a party hereto except as to subsection 4.6, 4.7 or 12.5).

(d) The Agent, acting for this purpose as agent for the
Borrower, shall maintain at its address referred to in subsection 12.2 a copy
of each Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of the names and addresses of the Lenders and
the Commitments of, and principal amount of the Loans owing to, each Lender
from time to time. The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrower, the Agent and the Lenders shall
treat each Person whose name is recorded in the Register as the owner of the
Loan recorded therein for all purposes of this Agreement. No assignment or
transfer of a Note and the obligation(s) evidenced thereby shall be effective
unless it has been recorded in the Register as provided in this subsection
12.6(d). 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.

(e) Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender or an affiliate thereof, by the Agent) together with payment
to the Agent of a registration and processing fee of $4,000 if the Assignee is
not a Lender prior to the execution of the Assignment and Acceptance and $2,500
otherwise, the Agent shall (i) promptly accept such Assignment and Acceptance
and (ii) on the effective date determined pursuant thereto record the
information contained therein in the Register and give notice of such
acceptance and recordation to the Lenders and the Borrower. On or prior to
such effective date, the Borrower, at its own expense, shall execute and
deliver to the Agent (in exchange for the Revolving Credit Note, Swing Line
Note or Term Note of the assigning Lender) a new Revolving Credit Note, Swing
Line Note or Term Note, as the case may be, to the order of such Assignee in an
amount equal to the Revolving Credit Commitment, Swing Line Commitment or Term
Loan, as the case may be, assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Revolving Credit
Commitment, Swing Line Commitment or Term Loan hereunder, a new Revolving
Credit Note, Swing Line Note or Term Note, as the case may be, to the order of
the assigning Lender in an amount equal to the Revolving Credit Commitment,
Swing Line Commitment or Term Loan, as the case may be, retained by it
hereunder. Such new Notes shall be dated the Amendment and Restatement
Effective Date and shall otherwise be in the form of the Note replaced thereby.
Notwithstanding anything to the

<PAGE> 99
94

contrary contained herein, no assignment under subsection 12.6(c) of any rights
or obligations under or in respect of the Notes or Loans evidenced by the Notes
shall be effective unless and until the Agent shall have recorded such
assignment in the Register. The Agent shall record the name of the transferor,
the name of the transferee, and the amount of the transfer in the Register
after receipt of all documents required pursuant to this subsection 12.6,
including, without limitation, the Notes being assigned in connection with such
transfer, and such other documents as the Agent may reasonably request.

(f) The Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Lender's possession concerning the
Borrower and its Affiliates which has been delivered to such Lender by or on
behalf of the Borrower pursuant to this Agreement or which has been delivered
to such Lender by or on behalf of the Borrower in connection with such Lender's
credit evaluation of the Borrower and its Affiliates prior to becoming a party
to this Agreement, under the condition such Transferee or prospective
Transferee agrees to comply with the provisions of subsection 12.15.

(g) Nothing herein shall prohibit any Lender from pledging or
assigning any Loan or any Note to any Federal Reserve Bank in accordance with
applicable law.

12.7 Adjustments; Set-off. (a) If any Lender (a "benefitted
Lender") shall at any time receive any payment of all or part of the
Obligations owing to it or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 9(f), or otherwise except subsection 4.9 or
12.6, in a greater proportion than any such payment to or collateral received
by any other Lender, if any, in respect of the Obligations owing to such other
Lender, such benefitted Lender shall purchase for cash from the other Lenders a
participating interest in such portion of the Obligations owing to each such
other Lender, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
benefitted Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or
any portion of such excess payment or benefits is thereafter recovered from
such benefitted Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest.
(b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder or under the Notes (whether at the stated maturity, by
acceleration or otherwise and whether directly or as a result of a purchase of
a participation by such Lender in accordance with subsection 2.13(e), 3.4(a),
or 12.7(a)) to set-off and appropriate and apply against such amount any and
all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrower. Each Lender
agrees promptly to notify the

<PAGE> 100
95

Borrower and the Agent after any such set-off and application made by such
Lender, provided that the failure to give such notice shall not affect the
validity of such set-off and application.

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

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

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

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

12.12 Submission To Jurisdiction; Waivers. Each of the Credit
Parties hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to
which it is a party, or for recognition and enforcement of any judgement
in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of
America for the Southern District of New York, and appellate courts from
any thereof;

(b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or
that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;

(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to the Credit Parties at their respective addresses set forth
in subsection 12.2 or at such other address of which the Agent shall
have been notified pursuant thereto;

<PAGE> 101
96

(d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding
referred to in this subsection any special, exemplary, punitive or
consequential damages.

12.13 Acknowledgements. Each of the Credit Parties hereby
acknowledges that:

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

(b) neither the Agent nor any Lender has any fiduciary
relationship with or duty to the Credit Parties arising out of or in
connection with this Agreement or any of the other Loan Documents, and
the relationship between Agent and Lenders, on one hand, and the Credit
Parties, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor; and

12.14 WAIVERS OF JURY TRIAL. THE CREDIT PARTIES, THE AGENT AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE NOTES OR ANY OTHER
LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

12.15 Confidentiality. Each Lender agrees to keep information
obtained by it pursuant hereto and the other Loan Documents identified as
confidential in writing at the time of delivery confidential in accordance with
such Lender's customary practices and agrees that it will only use such
information in connection with the transactions contemplated by this Agreement
and not disclose any of such information other than (a) to such Lender's
employees, representatives, attorneys, agents or affiliates who are advised of
the confidential nature of such information, (b) to the extent such information
presently is or hereafter becomes available to such Lender on a non-
confidential basis from any source or such information that is in the public
domain at the time of disclosure, (c) to the extent disclosure is required by
law, regulation, subpoena or judicial order or process (provided that notice of
such requirement or order shall be promptly furnished to the Borrower unless
such notice is legally prohibited) or requested or required by bank regulations
or auditors or any administrative body or commission to whose jurisdiction such
Lender may be subject, (d) to assignees or participants or potential assignees
or participants who agree to be bound by the provisions of this subsection
12.15, (e) to the extent required in connection with any litigation between any
Credit Party and any Lender with respect to the Loans or this Agreement and the
other Loan Documents or (f) with the Borrower's prior written consent. The
agreements in this subsection shall survive repayment of the Notes and all
other amounts payable hereunder.

<PAGE> 102
97

12.16 Schedules and Exhibits. Schedules 1.1 through 8.9 of the
Existing Credit Agreement are deemed deleted and replaced by Schedules 1.1
through 8.9 hereto. Exhibits A, B, C, D, E and J of the Existing Credit
Agreement are incorporated herein by reference. For purposes of such
incorporation by reference, (a) references in such Exhibits to Chemical Bank
shall be deemed to be references to The Chase Manhattan Bank and (b) such
Exhibits shall be deemed modified to incorporate any other modifications made
pursuant to this Agreement. Exhibits F-1, G and K to the Existing Credit
Agreement are deemed deleted and replaced by Exhibits F-1, G and K attached
hereto.

12.17 Purchase and Sale of Revolving Credit Commitments,
Revolving Credit Loans and Term Loans. On the Amendment and Restatement
Effective Date but immediately prior to any borrowing on such date under this
Agreement, without the necessity of further action by any party, the Existing
Lenders under the Existing Credit Agreement shall be deemed to have sold,
transferred and assigned to the Lenders, and the Lenders shall purchase, take
and accept, the Existing Lenders' right, title and interest in and to (a) the
Revolving Credit Commitments and/or Revolving Credit Loans and/or (b) Term
Loans, as the case may be, as specified in Schedule 1.1, without recourse,
representation or warranty, so that after giving effect to all such transfers
and the other allocations, commitments and continuations made by the Agent and
the Lenders in connection with the Amendment and Restatement Effective Date,
each Lender's interest in the Revolving Credit Commitments and/or Revolving
Credit Loans and/or Term Loans, as the case may be, shall be as specified in
Schedule 1.1. Each Lender hereby irrevocably designates and appoints Chase as
the Agent of such Lender under this Agreement and the other Loan Documents
pursuant to subsection 10.1. Eurodollar Loans having Interest Periods ending
after the Amendment and Restatement Effective Date shall be automatically
converted on such date to Alternate Base Rate Loans, and the Borrower agrees to
indemnify the Existing Lenders for any and all breakage costs in connection
with Loans so converted on the Amendment and Restatement Effective Date in
accordance with subsection 4.8.

12.18 Effect of Amendment and Restatement of the Existing Credit
Agreement. On the Amendment and Restatement Effective Date, the Existing
Credit Agreement shall be amended, restated and superseded in its entirety.
The parties hereto acknowledge and agree that (a) this Agreement and the other
Loan Documents executed and delivered in connection herewith do not constitute
a novation, payment and reborrowing, or termination of the "Obligations" (as
defined in the Existing Credit Agreement) under the Existing Credit Agreement
as in effect prior to the Amendment and Restatement Effective Date; (b) such
"Obligations" are in all respects continuing (as amended and restated hereby)
with only the terms thereof being modified as provided in this Agreement; and
(c) the Liens and security interests as granted under the Security Documents
securing payment of such "Obligations" are in all respects continuing and in
full force and effect and secure the payment of the Obligations.

<PAGE> 103
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.

BERG ELECTRONICS GROUP, INC.