
<PAGE>

                                                                    EXHIBIT 10.7

                             AMENDED AND RESTATED
                               CREDIT AGREEMENT

                                     among

                          WIRELESS FACILITIES, INC.,

                                VARIOUS BANKS,

                         CREDIT SUISSE FIRST BOSTON,
       as Sole Lead Arranger, Administrative Agent and Collateral Agent,

                           BANK ONE ARIZONA, N.A.,
                             as Syndication Agent

                            BANK OF AMERICA, N.A.,
                            as Documentation Agent

                                      and

                                 IMPERIAL BANK
                              as Managing Agent

                         Dated as of February 9, 2001

                        ------------------------------
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>              <C>                                                                                        <C>
SECTION 1.       DEFINITIONS AND PRINCIPLES OF CONSTRUCTION.........................................            2
        1.1      Defined Terms......................................................................            2
        1.2      Principles of Construction.........................................................           24
SECTION 2.       AMOUNT AND TERMS OF CREDIT.........................................................           26
        2.1      The Revolving Credit Advances......................................................           26
        2.1A     Letters of Credit..................................................................           26
        2.2      Minimum Amount of Each Borrowing...................................................           30
        2.3      Notice of Borrowing................................................................           30
        2.4      Disbursement of Funds..............................................................           31
        2.5      Notes..............................................................................           31
        2.6      Conversions and Continuations......................................................           32
        2.7      Pro Rata Borrowings................................................................           33
        2.8      Interest...........................................................................           33
        2.9      Interest Periods...................................................................           34
        2.10     Increased Costs, Illegality, etc...................................................           34
        2.11     Compensation.......................................................................           36

SECTION 3.  FEES AND PAYMENT........................................................................           36
        3.1      Fees...............................................................................           36
        3.2      Reduction of Commitments; Voluntary Prepayments....................................           37
        3.3      Mandatory Prepayments and Reduction of Commitments.................................           38
        3.4      Principal Repayment................................................................           39
        3.5      Method and Place of Payment........................................................           39
        3.6      Net Payments.......................................................................           39

SECTION 4.  CONDITIONS PRECEDENT....................................................................           40
        4.1      Conditions to Existing Loans.......................................................           40
        4.2      Conditions to Effectiveness of this Agreement......................................           40
        4.3      All Credit Events..................................................................           43

SECTION 5.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS..............................................           44
        5.1      Status.............................................................................           44
        5.2      Corporate Power Execution and Delivery; Enforceability.............................           44
        5.3      No Violation.......................................................................           45
        5.4      Approvals..........................................................................           45
        5.5      Financial Statements; Financial Condition;
                 Undisclosed Liabilities; etc.......................................................           45
        5.6      Litigation.........................................................................           46
        5.7      True and Complete Disclosure.......................................................           46
        5.8      Use of Proceeds; Margin Regulations; Letters of Credit.............................           46
        5.9      Tax Returns and Payments...........................................................           46
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>             <C>                                                                                        <C>
        5.10     Compliance with ERISA..............................................................           46
        5.11     Capitalization.....................................................................           47
        5.12     Scheduled Information..............................................................           47
        5.13     Compliance with Statutes, etc......................................................           47
        5.14     Labor Relations....................................................................           48
        5.15     Patents, Licenses, Franchises and Formulas.........................................           48
        5.16     Subsidiaries.......................................................................           48
        5.17     Investment Company Act.............................................................           48
        5.18     Public Utility Holding Company Act.................................................           48
SECTION 6.       AFFIRMATIVE COVENANTS..............................................................           48
        6.1      Information Covenants..............................................................           49
        6.2      Books, Records and Inspections.....................................................           50
        6.3      Maintenance of Property, Insurance.................................................           50
        6.4      Corporate Franchises...............................................................           50
        6.5      Compliance with Statutes, etc......................................................           50
        6.6      ERISA..............................................................................           51
        6.7      End of Fiscal Years; Fiscal Quarters...............................................           51
        6.8      Performance of Obligations.........................................................           51
        6.9      Use of Proceeds: Margin Regulations................................................           51
        6.10     Control............................................................................           51
        6.11     Landlord Personal Property Collateral Access Agreement.............................           52
        6.12     Subsidiaries.......................................................................           52
        6.13     Material Real Estate Assets........................................................           52

SECTION 7.       NEGATIVE COVENANTS.................................................................           53
        7.1      Liens..............................................................................           53
        7.2      Consolidation, Merger, Acquisitions, Sale of Assets, etc...........................           55
        7.3      Dividends..........................................................................           58
        7.4      Indebtedness.......................................................................           58
        7.5      Advances, Investments and Loans....................................................           59
        7.6      Transactions with Affiliates.......................................................           59
        7.7      Capital Expenditures...............................................................           59
        7.8      Quick Ratio........................................................................           59
        7.9      Maximum Senior Debt to EBITDA......................................................           60
        7.10     Minimum Fixed Charge Coverage Ratio................................................           60
        7.11     Limitation on Voluntary Payments and Modifications of
                 Indebtedness; Modifications of Certificate of Incorporation,
                 Bylaws and Certain Other Agreements; etc...........................................           60
        7.12     Business...........................................................................           60
        7.13     Disposal of Subsidiary Interests...................................................           61
        7.14     Hedging Agreements.................................................................           61
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>             <C>                                                                                        <C>
SECTION 8.       EVENTS OF DEFAULT..................................................................           61
        8.1      Payments...........................................................................           61
        8.2      Representations, etc...............................................................           61
        8.3      Covenants..........................................................................           61
        8.4      Cross Default; Cross Acceleration..................................................           62
        8.5      Bankruptcy, etc....................................................................           62
        8.6      ERISA..............................................................................           62
        8.7      Security Documents.................................................................           63
        8.8      Judgments..........................................................................           63

SECTION 9.       AGENTS.............................................................................           63
        9.1      Appointment of Agents..............................................................           63
        9.2      Powers and Duties..................................................................           64
        9.3      General Immunity...................................................................           64
        9.4      Agents Entitled to Act as Bank.....................................................           65
        9.5      Banks' Representations, Warranties and Acknowledgment..............................           65
        9.6      Right to Indemnity.................................................................           66
        9.7      Successor Administrative Agent.....................................................           66
        9.8      Collateral Documents and Guaranty..................................................           67

SECTION 10.      MISCELLANEOUS......................................................................           67
        10.1     Payment of Expenses, Indemnification, etc..........................................           67
        10.2     Right of Set-off...................................................................           69
        10.3     Notices............................................................................           70
        10.4     Successors and Assigns.............................................................           71
        10.5     Assignments, Participations, Etc...................................................           71
        10.6     Special Purpose Funding Vehicle....................................................           73
        10.7     No Waiver; Remedies Cumulative.....................................................           74
        10.8     Payments Pro Rata..................................................................           74
        10.9     Calculations; Computations.........................................................           75
        10.10    Governing Law; Submission to Jurisdiction; Venue; Waiver...........................           75
        10.11    Obligation to Make Payments in Dollars.............................................           76
        10.12    Counterparts; Faxed Signature......................................................           77
        10.13    Amendment to Waiver................................................................           77
        10.14    Severability.......................................................................           77
        10.15    Survival...........................................................................           77
        10.16    Domicile of Loans..................................................................           77
        10.17    Usury Savings Clause...............................................................           77
        10.18    Effectiveness......................................................................           78

</TABLE>

                                      iii
<PAGE>

                                             SCHEDULES

SCHEDULE 1       Commitments/Loans on Effective Date
SCHEDULE 2       Applicable Lending Offices
SCHEDULE 3       Security Documents
SCHEDULE 4       Investments
SCHEDULE 5       Securities Convertible Into or Exchangeable for Capital Stock
SCHEDULE 6       Indebtedness
SCHEDULE 7       Liens
SCHEDULE 8       Insurance
SCHEDULE 9       Real Property Addresses
SCHEDULE 10      Subsidiaries
SCHEDULE 11      Organizational/Capital Structure; Ownership
SCHEDULE 12      Existing Commitments/Existing Loans
SCHEDULE 13      Existing Letters of Credit



                                   EXHIBITS


EXHIBIT A        Notice of Borrowing
EXHIBIT B        Note
EXHIBIT C        Notice of Conversion
EXHIBIT D        Notice of Continuation
EXHIBIT E        Notice to Request Letter of Credit
EXHIBIT F        Officers' Certificate of the Borrower
EXHIBIT G        Officer's Certificate of Guarantor
EXHIBIT H        Landlord Personal Property Collateral Access Agreement
EXHIBIT I        Compliance Certificate
EXHIBIT J        Assignment and Acceptance
EXHIBIT K        Domestic Subsidiary Guarantee
EXHIBIT L        Foreign Subsidiary Guarantee
EXHIBIT M        Legal Opinions


                                    ANNEXES


ANNEX A          Reaffirmation of Guaranty
ANNEX B          Amended and Restated Security Agreement

                                      iv
<PAGE>

          THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 9,
2001 and entered into by and among Wireless Facilities, Inc. (the "Borrower"), a
                                                                   --------
corporation organized and existing under the laws of Delaware, the financial
institutions from time to time listed in Schedule 1 (together with permitted
assignees and any Incremental Banks and their permitted assignees, each a "Bank"
                                                                           ----
and, collectively, the "Banks"), Credit Suisse First Boston, a bank organized
                        -----
under the laws of Switzerland, acting through its New York Branch ("CSFB"),
                                                                    ----
acting in the manner and to the extent described in Section 9 (in such capacity,
together with any successor appointed hereunder, the "Administrative Agent"),
                                                      --------------------
CSFB, acting as collateral agent for the Secured Parties under the Security
Documents (in such capacity, together with any successor appointed hereunder,
the "Collateral Agent"), Bank One Arizona, N.A., acting as syndication agent for
     ----------------
the Banks hereunder (the "Syndication Agent"), Imperial Bank acting as the
                          -----------------
managing agent for the Banks hereunder (the "Managing Agent"), and Bank of
                                             --------------
America, N.A., acting as documentation agent for the Banks hereunder (the
"Documentation Agent").
 -------------------

                            WITNESSETH
                            ----------
          WHEREAS, capitalized terms used herein have the meanings ascribed to
those terms in subsection 1.1;

          WHEREAS, Borrower and Imperial Bank as Administrative Agent,
Collateral Agent, Documentation Agent and Bank (each as defined in the Original
Credit Agreement) entered in a credit agreement dated as of August 18, 1999 (the
"Original Credit Agreement").
 -------------------------
          WHEREAS, the Original Credit Agreement was amended as of October 15,
1999, December 22, 1999, May 5, 2000, August 21, 2000, September 15, 2000 and
October 31, 2000 (as so amended and restated being the "Existing Credit
                                                        ---------------
Agreement") as a result of which, inter alia, Bank One Arizona became a Co-Agent
---------
and a Bank (each as defined in the Existing Credit Agreement).

          WHEREAS, the Banks party to the Existing Credit Agreement (the
"Existing Banks") have extended certain credit facilities to Borrower the
 --------------
proceeds of which have been used to provide financing for working capital and
for other general corporate purposes;

          WHEREAS, the Borrower desires the Existing Banks and New Banks agree
to amend and restate the Existing Credit Agreement in its entirety:

          (a) to extend credit facilities to Borrower in an aggregate principal
amount of $100,000,000 through a $50,000,000 increase in the Total Commitments,
the proceeds of which will be used for working capital and other general
corporate purposes;

          (b) to appoint CSFB as Sole Lead Arranger;

          (c) to evidence the resignation of Imperial Bank and the appointment
of CSFB as successor Administrative Agent and Collateral Agent;
<PAGE>

          (d) to evidence the resignation of Bank One Arizona, N.A. as Co-Agent
(as defined in the Existing Credit Agreement) and to appoint Bank One Arizona,
N.A. as Syndication Agent;

          (e) to appoint Bank of America, N.A. as Documentation Agent;

          (f) to amend the governing law to that of the State of New York; and


          (g) to make certain other changes as more fully set forth herein.

          WHEREAS, it is the intent of the parties hereto that this Agreement
not constitute a novation of the obligations and liabilities of the parties
under the Existing Credit Agreement and that this Agreement amend and restate in
its entirety the Existing Credit Agreement and re-evidence the Obligations of
Company outstanding thereunder; and

          WHEREAS, it is the intent of Credit Parties to confirm that all
Obligations of Credit Parties under the other Credit Documents shall continue in
full force and effect and that, from and after the Effective Date, all
references to the "Credit Agreement" contained therein shall be deemed to refer
to this Agreement.

          NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Borrower, Banks and Agents agree
that, on the Effective Date, the Existing Credit Agreement shall be amended and
restated in its entirety as follows:

     SECTION 1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION.
                ------------------------------------------

          1.1  Defined Terms. As used in this Agreement, the following terms
               -------------
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

          "Accounts" shall mean any right to payment for goods sold, leased or
rented, or to be sold, leased or rented, or for services rendered or to be
rendered no matter how evidenced, including, without limitation, acceptances,
accounts receivable, contract rights, chattel paper, drafts, general
intangibles, instruments, notes, purchase orders and other forms of obligations
and receivables.

          "Additional Taxes" shall have the meaning provided in Section 3.6.

          "Adjusted LIBOR" shall mean, with respect to each Interest Period for
a LIBOR Loan, the rate per annum (rounded upward if necessary to the nearest
one-sixteenth of one percent) equal to (i) the LIBOR for such Interest Period
divided by (ii) 1.00 minus the Reserve Requirement Rate (expressed as a decimal
fraction) for such Interest Period.

          "Adjustment Date" means the date on which the financial statements for
the Fiscal Quarter ending June 30, 2001 are delivered pursuant to Section
6.1(a).


                                       2
<PAGE>

          "Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 9.7.

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. A Person shall be deemed to control another
Person if such Person possesses, directly or indirectly, the power (i) to vote
10% or more of the Securities having ordinary voting power for the election of
directors of such other Person or (ii) to direct or cause the direction of the
management and policies of such other Person, whether through the ownership of
voting securities, by contract or otherwise. Neither the Administrative Agent
nor any Bank shall be deemed Affiliates of the Borrower or any of its
Subsidiaries, by virtue of the security interests granted under the Security
Documents.

          "Agent" means each of the Sole Lead Arranger, Syndication Agent,
Administrative Agent, Documentation Agent, Managing Agent and Collateral Agent.

          "Agreement" shall mean this Amended and Restated Credit Agreement, as
further modified, restated, supplemented or amended from time to time.

          "Amended and Restated Security Amendment" means the agreement dated as
of February 9, 2001 in the form of Annex B hereto, executed and delivered by the
Borrower and each Guarantor which is a Domestic Subsidiary on the Effective Date
or executed and delivered by any additional Guarantor from time to time
thereafter in accordance with Section 6.12, together with any collateral
document executed and delivered from time to time to the extent required by
Section 6.12 by any Material Foreign Subsidiary in form and substance
satisfactory to the Collateral Agent reflecting the relevant foreign legal
requirements to grant a First Priority security interest in such Material
Foreign Subsidiary's assets, in each case as such may be amended, restated,
supplemented or otherwise modified from time to time.

          "Applicable Base Rate Margin" (y) prior to the Adjustment Date, 1.25%
per annum, and (z) on and after the Adjustment Date, a percentage per annum
determined by reference to the Senior Leverage Ratio as set forth below:

                                       3
<PAGE>

<TABLE>
<CAPTION>

       Senior
   Leverage Ratio                                   Applicable
(applicable only after                               Base Rate
 the Adjustment Date)                                 Margin

----------------------------------------------------------------
<S>                            <C>
Greater than 1.75 : 1.00                               1.50%
----------------------------------------------------------------
Greater than 1.50 : 1.00 and less than or equal to     1.25%
             1.75 : 1.00
----------------------------------------------------------------
Greater than 1.25 : 1.00 and less than or equal to     1.00%
             1.50 : 1.00
----------------------------------------------------------------
   Less than 1.25 : 1.00                               0.75%
</TABLE>

     After the Adjustment Date, the Applicable Base Rate Margin shall be
     determined by reference to the Senior Leverage Ratio as of the end of the
     most recently ended Fiscal Quarter for which the financial statements
     required by Section 6.1(a) have been delivered in accordance therewith;
     provided, however, that (x) no change in the Applicable Base Rate Margin
     --------  -------
     shall be effective until the date on which the Administrative Agent and
     each Bank receives such financial statements and a Compliance Certificate
     calculating such Senior Leverage Ratio in reasonable detail, and (y) the
     Applicable Base Rate Margin shall be 1.50% per annum for so long (but only
     for so long) as the Borrower has not submitted to the Administrative Agent
     and each Bank the information described in clause (x) of this proviso as
     and when required under Section 6.1(a).

          "Applicable Lending Office" shall mean, with respect to each Bank, (i)
such Bank's Base Rate Lending Office in the case of a Base Rate Loan and (ii)
such Bank's LIBOR Lending Office in the case of a LIBOR Loan as set forth on
Schedule 2.

          "Applicable LIBOR Margin" means (y) prior to the Adjustment Date,
2.25% per annum and (z) on and after the Adjustment Date, a percentage per annum
determined by reference to the Senior Leverage Ratio as set forth below:

                                       4
<PAGE>

<TABLE>
<CAPTION>

       Senior
   Leverage Ratio                                    Applicable
(applicable only after                                  LIBOR
 the Adjustment Date)                                  Margin

----------------------------------------------------------------
<S>                            <C>
Greater than 1.75 : 1.00                               2.50%
----------------------------------------------------------------
Greater than 1.50 : 1.00 and less than or equal to     2.25%
             1.75 : 1.00
----------------------------------------------------------------
Greater than 1.25 : 1.00 and less than or equal to     2.00%
             1.50 : 1.00
----------------------------------------------------------------
   Less than 1.25 : 1.00                               1.75%
</TABLE>

     After the Adjustment Date, the Applicable LIBOR Margin shall be determined
     by reference to the Senior Leverage Ratio as of the end of the most
     recently ended Fiscal Quarter for which the financial statements required
     by Section 6.1(a) have been delivered in accordance therewith; provided,
                                                                    --------
     however, that (x) no change in the Applicable LIBOR Margin shall be
     -------
     effective until the date on which the Administrative Agent and each Bank
     receives such financial statements and a Compliance Certificate calculating
     such Senior Leverage Ratio in reasonable detail, and (y) the Applicable
     LIBOR Margin shall be 2.50% per annum for so long (but only for so long) as
     the Borrower has not submitted to the Administrative Agent and each Bank
     the information described in clause (x) of this proviso as and when
     required under Section 6.1(a).

          "Applicable Commitment Fee Percentage" means 0.25% per annum; provided
that, on and after the Adjustment Date, for so long (but only so long) as the
Senior Leverage Ratio is greater than 1.75 : 1.00 as determined as of the end of
the most recently ended Fiscal Quarter for which financial statements required
by Section 6.1(a) have been delivered in accordance therewith, the Applicable
Commitment Fee percentage shall mean 0.30% per annum.

          "Approved Fund" means, with respect to any Bank that is a fund that
invests in commercial loans, any other fund that invests in commercial loans and
is managed or advised by the same investment advisor as such Bank or by an
Affiliate of such investment advisor.

          "Asset Disposition" shall have the meaning set forth in Section
           3.3(b)(i).

          "Assignee" shall have the meaning set forth in Section 10.5(a).

          "Assignment and Acceptance" shall have the meaning set forth in
           Section 10.5(a).

          "Authorized Representative" shall mean Massih Tayebi, Masood Tayebi,
Thomas Munro, Terry Ashwill, or any other officer of the Borrower designated to
serve as "Authorized Representative" in accordance with Section 1.2(n).

                                       5
<PAGE>

          "Bank" shall have the meaning provided in the first paragraph of this
          Agreement.

          "Bankruptcy Code" shall have the meaning provided in Section 8.5.

          "Base Rate" shall mean, as of any date of determination, the rate
determined by the Administrative Agent to be the greater of (i) the Prime Rate
on that date and (ii) the Federal Funds Rate in effect on such day plus  1/2 of
1%. Any changes in the Base Rate due to a change in the Prime Rate or the
Federal Funds Rate shall be effective on the effective day of such change in the
Prime Rate or the Federal Funds Rate, as applicable.

          "Base Rate Lending Office" shall mean, with respect to each Bank, the
office of such Bank specified as its "Base Rate Lending Office" opposite its
name on Schedule 2 or such other office, Subsidiary or Affiliate of such Bank as
such Bank may from time to time specify as such to the Borrower and the
Administrative Agent.

          "Base Rate Loan" shall mean any Loan designated or deemed designated
as such by the Borrower at the time of the incurrence thereof or conversion
thereto and bearing interest at a rate determined by reference to the Base Rate.

          "Borrowing" shall mean the borrowing of Loans of one Type (and, in the
case of LIBOR Loans, at one interest rate) on a given date (or the conversion of
a Loan or Loans of a Bank or Banks on a given date).

          "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day except Saturday, Sunday and any day which shall be
a legal holiday under the laws of the State of New York or a day on which
banking institutions in the State of New York are authorized or required by law
or other government action to close and (ii) with respect to all notices and
determinations in connection with, and funding and payments of principal and
interest on, LIBOR Loans, any day which is a Business Day described in clause
(i) above and which is also a day for trading by and between banks in Dollar
deposits in the London interbank market.

          "Capital Expenditures" means, for any period, the aggregate of all
expenditures of any Person during such period that, in accordance with GAAP, are
or should be included in "purchase of property and equipment" or similar items
reflected in the statement of cash flows of such Person (including, without
limitation, expenditures for maintenance and repairs which should be capitalized
in accordance with GAAP and including capitalized lease obligations).
Notwithstanding the foregoing, the term "Capital Expenditures" shall not include
capital expenditures in respect of the reinvestment of Sale Proceeds or
Insurance Proceeds made in accordance with Section 3.3(b)(i).

          "Capital Lease" shall mean a lease with respect to which the lessee is
required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

          "Capital Stock" shall mean any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership

                                       6
<PAGE>

interests in a Person (other than a corporation), including, without limitation,
partnership interests and membership interests, and any and all warrants, rights
or options to purchase or other arrangements or rights to acquire any of the
foregoing.

          "Closing Date" shall mean the date on which the initial Loans were
made under the Existing Credit Agreement.

          "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and filings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement and any subsequent provisions of the Code, amendatory thereof
supplemental thereto or substituted therefor.

          "Collateral" shall mean all property (whether real, personal,
tangible, intangible, existing or hereafter acquired) of any Credit Party that
is pledged to, or over which a security interest is purported to be granted in
favor of, the Collateral Agent under the Security Documents to secure the
Obligations.

          "Collateral Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the Collateral
Agent appointed pursuant to Section 9.7.

          "Commitment" shall mean for each Bank, at any time, the amount set
forth opposite such Bank's name in Schedule 1 under the heading "Commitment" or
in the applicable Assignment and Acceptance, in each case as such amount may
from time to time be adjusted or reduced pursuant to the terms and conditions
hereof.

          "Commitment Fee" shall have the meaning provided in Section 3.1.

          "Commitment Obligation" shall mean for each Bank (i) with respect to
the period prior to the Effective Date, the commitments of Banks to make Loans
or to acquire participations in Letters of Credit as set forth in subsection 2.1
of the Existing Credit Agreement, and (ii) on and after the Effective Date, the
commitments of Banks to make Loans as set forth in Section 2.1(b) of this
Agreement or to acquire participations in Letters of Credit as set forth in
Section 2.1A.

          "Compliance Certificate" shall have the meaning provided in Section
6.1(e).

          "Consolidated Subsidiaries" shall mean, as to any Person, all
Subsidiaries of such Person which are consolidated with such Person for
financial reporting purposes in accordance with GAAP.

          "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such 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 (x) for the
purchase or payment of any such primary

                                       7
<PAGE>

obligation or (y) 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 holder 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 holder of such primary obligation against loss in
respect thereof provided, however, that the term Contingent Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Contingent Obligation shall be deemed to
be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.

          "Convertible Subordinated Notes" means the convertible subordinated
notes of the Borrower due not more than eight years from the date of issuance
with a coupon not to exceed 7%, in an aggregate principal amount not to exceed
$250,000,000, subordinated in right of payment to the Obligations pursuant to
documentation containing interest rates, maturities, amortization schedules,
covenants, defaults, remedies, subordination provisions and other terms and
conditions in form and substance satisfactory to the Administrative Agent.

          "Credit Documents" shall mean this Agreement, each Note, each Notice
of Borrowing, each Notice of Continuation, each Notice of Conversion, each
Notice of Extension, each Compliance Certificate, each Security Document,
Guaranty, the Intercreditor Agreement and all other documents, instruments or
agreements executed and delivered by a Credit Party for the benefit of Agents,
or any Bank in connection herewith, in each case as may be amended, restated,
supplemented or otherwise modified from time to time.

          "Credit Event" shall mean the execution, delivery and performance by
the Borrower of this Agreement, the making of any Loan, the use of proceeds
thereof and the issuance of Letters of Credit hereunder.

          "Credit Exposure" shall mean, with respect to any Bank at any time,
the sum of the outstanding principal amount of such Bank's Loans and its LC
Exposure at such time.

          "Credit Party" shall mean the Borrower and each Subsidiary of the
Borrower from time to time executing and delivering a Credit Document.

          "CSFB" shall mean Credit Suisse First Boston, a bank organized under
the laws of Switzerland, acting through its New York Branch.

          "Debt Security" shall mean any Security of a Person other than Capital
Stock.

          "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

                                       8
<PAGE>

          "Documentation Agent" shall have the meaning provided in the first
paragraph of this Agreement.

          "Dollars" and the sign "$" shall each mean freely transferable lawful
money of the United States.

          "Domestic Lending Office" for any Bank shall mean that Office
specified opposite its name on Schedule 2.

          "Domestic Subsidiary" shall mean a Subsidiary of Borrower organized
under the laws of the United States of America or any state or territory
thereof.

          "EBIT" shall mean, for any period, the Net Income of the Borrower and
its Consolidated Subsidiaries for such period, before interest expense and
provision for taxes (other than sales of Inventory in the ordinary course of
business), each as determined in conformity with GAAP.

          "EBITDA" shall mean, for any period, the EBIT of the Borrower and its
Consolidated Subsidiaries for such period adjusted by (i) adding thereto the
amount of all amortization of intangibles and depreciation that were deducted in
arriving at such EBIT for such period and (ii) subtracting therefrom the amount
of all non-cash gains that were not excluded pursuant to the definition of "Net
Income" for such period, each as determined in conformity with GAAP.

          "Effective Date" shall have the meaning provided in Section 10.18.

          "Eligible Assignee" shall mean (A) (i) a commercial bank organized
under the laws of the United States or any state thereof; (ii) a savings and
loan association or savings bank organized under the laws of the United States
or any state thereof; (iii) a commercial bank organized under the laws of any
other country or a political subdivision thereof; provided that (x) such bank is
acting through a branch or agency located in the United States or (y) such bank
is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such
country; and (iv) any other entity which is an "accredited investor" (as defined
in Regulation D under the Securities Act) which extends credit or buys loans as
one of its businesses including insurance companies, mutual funds and lease
financing companies; and (B) any Bank and any Affiliate or Approved Fund of any
Bank; provided that no Affiliate of Borrower shall be an Eligible Assignee.

          "Equipment" shall mean, respect to a Person, all things other than
Inventory that are movable and tangible and which are used or bought for use
primarily in such Person's business.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder. Section references to ERISA are to ERISA, as in effect at the
date of this Agreement, and to any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

                                       9
<PAGE>

          "ERISA Affiliate" shall mean as applied to any Person, (i) any
corporation which is a member of a controlled group of corporations within the
meaning of Section 414(b) of the Code of which that Person is a member; (ii) any
trade or business (whether or not incorporated) which is a member of a group of
trades or businesses under common control within the meaning of Section 414(c)
of the Code of which that Person is a member; and (iii) any member of an
affiliated service group within the meaning of Section 414(m) or (o) of the Code
of which that Person, any corporation described in clause (i) above or any trade
or business described in clause (ii) above is a member. Any former ERISA
Affiliate of Borrower or any of its Subsidiaries shall continue to be considered
an ERISA Affiliate of Borrower or any such Subsidiary within the meaning of this
definition with respect to the period such entity was an ERISA Affiliate of
Borrower or such Subsidiary and with respect to liabilities arising after such
period for which Borrower or such Subsidiary could be liable under the Code or
ERISA

          "Event of Default" shall have the meaning provided in Section 8.

          "Existing Banks" shall have the meaning assigned to that term in the
Recitals to this Agreement.

          "Existing Credit Agreement" shall have the meaning assigned to that
term in the Recitals to this Agreement.

          "Existing Letters of Credit" shall have the meaning assigned to that
term in Section 2.1A.

          "Existing Loans" shall mean, with respect to any Existing Bank, the
Loans under, and as defined in, the Existing Credit Agreement held by such
Existing Bank immediately prior to the Effective Date and which Loans remain
outstanding immediately after the Effective Date.

          "Federal Funds Rate" shall mean, on any day, the rate per annum
(rounded upward if necessary to the nearest one-hundredth of one percent) equal
to the weighted average of the rate on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (i) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (ii) if no such rate is published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate quoted to the
Administrative Agent on such day on such transactions as reasonably determined
by the Administrative Agent. Each change in the interest rate on a Base Rate
Loan which results from a change in the Federal Funds Rate shall become
effective on the day on which the change in the Federal Funds Rate becomes
effective.

          "Financial Covenants" shall mean the covenants provided in Sections
7.8 to 7.10, inclusive.

          "Financial Statements" shall have the meaning provided in Section
4.2(f).

                                      10
<PAGE>

          "First Priority" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that such Lien is
the only Lien to which such Collateral is subject, other than Permitted Liens.

          "Fiscal Quarter" shall mean a fiscal quarter ended on the last day of
March, June, September or December.

          "Fiscal Year" shall mean a fiscal year ended on December 31.

          "Foreign Subsidiary" shall mean each Subsidiary of Borrower which is
not a Domestic Subsidiary.

          "GAAP" shall mean, subject to the limitations on the application
thereof set forth in Section 1.2(c), generally accepted accounting principles as
in effect as of the date of determination thereof in the United States.

          "Governmental Authority" means any federal, state, municipal, national
or other government, governmental department, commission, board, bureau, court,
agency or instrumentality or political subdivision thereof or any entity or
officer exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.

          "Governmental Authorization" means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any Governmental
Authority.

          "Governmental Regulation" shall mean any: (i) United States, state or
foreign law, rule or regulation (including, without limitation, Regulation D);
and (ii) interpretation, application, directive or request applying to a class
of lenders, including any Bank, of or under any United States, state or foreign
law, rule or regulation (whether or not having the force of law) by any court or
by any governmental, central banking, monetary or taxing authority charged with
the interpretation or administration of such law, rule or regulation.

          "Guarantor" shall mean each current and future Subsidiary of the
Borrower except that in the case of Foreign Subsidiaries, only Material Foreign
Subsidiaries shall be Guarantors and then only if, and to the extent, there are
no actual or potential adverse tax consequences under any Government Regulation
in effect at the time of determination, it being understood that no Material
Foreign Subsidiary will be a Guarantor as of the Effective Date.

          "Guaranty" shall mean each guaranty entered into from time to time by
any Guarantor including each of (i) the guarantees entered into by Wireless
Facilities, Inc./Entel and WFI Network Management Services Corp. dated August
18, 1999 and August 21, 2000 respectively, as amended, restated, supplemented or
otherwise modified from time to time including, without limitation, by each
Reaffirmation of Guaranty, (ii) the guarantees entered into by WFI NMC Corp. and
WFI NMC LLP of even date herewith, and (iii) each guaranty substantially in the
form of Exhibit K or Exhibit

                                      11
<PAGE>

L, as appropriate, entered into from time to time by future Subsidiaries of the
Borrower pursuant to Section 6.12.

          "Hedging Agreement" shall mean any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

          "Highest Lawful Rate" means the maximum lawful interest rate, if any,
that at any time or from time to time may be contracted for, charged, or
received under the laws applicable to any Bank which are presently in effect or,
to the extent allowed by law, under such applicable laws which my hereafter be
in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.

          "Indebtedness" shall mean, as to any Person, without duplication, (i)
all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money and notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money,
(ii) the deferred purchase price of property or services (other than accrued
expenses and current trade accounts payable incurred in the ordinary course of
business) which is due more than six months after incurrence of the obligation
or is evidenced by a note or other similar written instrument in accordance with
GAAP would be shown on the liability side of the balance sheet of such Person,
(iii) the face amount of all letters of credit issued for the account of' such
Person and all drafts drawn thereunder, (iv) all obligations under conditional
sale or other title retention agreements relating to property purchased by such
Person, (v) all liabilities secured by any Lien on any property owned by such
Person, whether or not such liabilities have been assumed by such Person or are
non-recourse to the credit of that Person provided that if such liabilities are
non-recourse to the credit of that Person, then the amount of Indebtedness with
respect to such liability will not exceed the fair market value of the property
securing such liability, (vi) the aggregate amount required to be capitalized
under leases under which such Person is the lessee, (vii) all indebtedness,
obligations or other liabilities of such Person in respect of interest rate and
currency protection agreements (e.g., swaps, caps and collars), net of
indebtedness, obligations or other liabilities owed to such Person by its
counterparties in respect of such agreements (provided such net indebtedness,
obligations and liabilities are greater than zero) and (viii) all Contingent
Obligations of such Person in respect of any indebtedness, obligations or
liabilities of any other Person of the type referred to in clauses (i) through
(vii) of this definition.  For purposes of calculating indebtedness, obligations
and liabilities under interest rate and currency protection agreements such
calculation shall be made in accordance with market convention at the time of
such calculation or, should an Event of Default have occurred and be continuing,
in accordance with the definition of "Market Quotation" set forth in the
Interest Rate and Currency Exchange Agreement of the International Swap Dealers
Association, Inc. as in effect on the date hereof.

          "Insurance Proceeds" shall have the meaning set forth in
Section 3.3(b)(i).

          "Intercreditor Agreement" shall mean the agreement of even date
herewith between the Borrower, the Collateral Agent, Imperial Bank and Bank One
Leasing Corporation in form and substance satisfactory to the Administrative
Agent.

                                      12
<PAGE>

          "Interest Determination Date" shall mean with respect to any LIBOR
Loan the second Business Day prior to the commencement of any Interest Period
relating to such LIBOR Loan.

          "Interest Expense" shall mean with respect to any period, the sum
(without duplication) of the following (in each case, eliminating all items
required to be eliminated in the course of the preparation of consolidated
financial statements of the Borrower in accordance with GAAP): (i) all interest
in respect of Indebtedness (including subordinated Indebtedness) of the Borrower
and its Subsidiaries (including imputed interest on Capital Leases) deducted in
determining Net Income for such period, together with all interest capitalized
or deferred during such period and not deducted in determining Net Income for
such period, and (ii) all debt discount and expense amortized or required to be
amortized in the determination of Net Income for such period.

          "Interest Period" shall have the meaning provided in Section 2.9.

          "Inventory" shall mean, with respect to a Person, all of such Person's
goods, merchandise and other personal property which are held for sale or lease,
including those held for display or demonstration or out on lease or consignment
or to be furnished under a contract of service or are raw materials, work in
process or materials used or consumed in such Person's business, and shall
include all property rights, patents, plans, drawings, diagrams, schematics,
assembly and display materials relating thereto.

          "Issuing Banks" means CSFB and Imperial Bank, in their capacities as
the issuers of Letters of Credit as requested hereunder, and their respective
successors in such capacity as provided in Section 2.1A(i). A reference to the
"Issuing Bank" in respect of a particular Letter of Credit shall be to such of
the Issuing Banks which issued, or has been requested by the Borrower pursuant
to Section 2.1A(i) to issue, such Letter of Credit. The Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Bank, in which case the term "Issuing Bank" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.

          "Landlord Consent and Estoppel" means, with respect to any Leasehold
Property, a letter, certificate or other instrument in writing from the lessor
under the related lease, pursuant to which, among other things, the landlord
consents to the granting of a Mortgage on such Leasehold Property by the Credit
Party tenant, such Landlord Consent and Estoppel to be in form and substance
acceptable to the Collateral Agent on behalf of the Banks in its reasonable
discretion, but in any event sufficient for the Collateral Agent to obtain a
title policy with respect to such Mortgage.

          "Landlord Personal Property Collateral Access Agreement" means a
Landlord Collateral Access Agreement substantially in the form of Exhibit H or
otherwise reasonably acceptable to the Collateral Agent, in either case, with
such amendments or modifications as may thereafter be approved by Collateral
Agent.

          "LC Disbursement" means a payment made by the Issuing Bank pursuant to
a Letter of Credit.

                                      13
<PAGE>

          "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements made by the Issuing Banks that have not yet been
reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any
Bank at any time shall be its pro rata portion of the total LC Exposure at such
time.

          "Leasehold Property" means at any time, any leasehold interest owned
by Borrower or any of its Subsidiaries as lessee under any lease of real
property, other than any such leasehold interest designated from time to time by
Collateral Agent in its sole discretion as not being required to be included in
the Collateral.

          "Letter of Credit" means any standby or documentary letter of credit
issued pursuant to this Agreement.

          "LIBOR" shall mean, for any Interest Period, the rate per annum
determined by Administrative Agent at approximately 11:00 a.m., London time, on
the Interest Rate Determination Date by reference to the British Bankers'
Association Interest Settlement Rates for deposits in Dollars (as set forth by
any service selected by Administrative Agent which has been nominated by the
British Bankers' Association as an authorized information vendor for the purpose
of displaying rates) for a period equal to such Interest Period, provided that,
to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, "LIBOR" shall be the interest rate per
annum determined by Administrative Agent equal to the rate per annum at which
deposits in Dollars are offered for such Interest Period by Administrative Agent
to leading banks in the London interbank market in London, England at
approximately 11:00 a.m., London time, on the Interest Determination Date.

          "LIBOR Lending Office" shall mean, with respect to each Bank, the
office of such Bank specified as its "LIBOR Lending Office" opposite its name on
Schedule 2 or such other office, Subsidiary or Affiliate of such Bank as such
Bank may from time to time specify as such to the Borrower and the
Administrative Agent.

          "LIBOR Loan" shall mean any Loan designated or deemed designated as
such by the Borrower at the time of the incurrence thereof or conversion thereto
and bearing interest at a rate determined by reference to LIBOR.

          "Lien" shall mean (i) any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the UCC or
any other similar recording or notice statute, and any lease having
substantially the same effect as any of the foregoing) and (ii) in the case of
Securities, any purchase option, call or similar right of a third party with
respect to such Securities.

                                      14
<PAGE>

          "Loan" and "Loans" mean (i) the Loans made by Banks to Borrower
pursuant to Section 2.1 of the Existing Credit Agreement which remain
outstanding as of the Effective Date and (ii) any Loans made by Banks to
Borrower pursuant to Section 2.1(b) of this Agreement.

          "Loan Maturity Date" shall mean the earlier of (i) February 9, 2004
          and (ii) the date that all Loans shall become due and payable in full
          pursuant to the terms hereof, whether by acceleration or otherwise.

          "Managing Agent" shall have the meaning provided in the first
paragraph of this Agreement.

          "Margin Stock" shall have the meaning provided in Regulation T, U or X
of the Board of Governors of the Federal Reserve System as in effect from time
to time.

          "Material Adverse Effect" shall mean an event or occurrence (i) the
effect of which could reasonably be expected to have a material adverse effect
on or change in the business, operations, property, assets, condition (financial
or otherwise) or prospects of the Borrower and its Subsidiaries, taken as a
whole, (ii) which adversely affects the ability of any Credit Party to perform
its material obligations under the Transaction Documents to which it is a party,
(iii) which materially adversely affects the enforceability of any Transaction
Document, (iv) which materially adversely affects the rights and remedies of the
Administrative Agent, the Collateral Agent or any Bank under the Transaction
Documents or (v) which materially adversely affects the Collateral or the
priority of the Collateral Agent's Liens.

          "Material Foreign Subsidiary" means, at any date, each Foreign
Subsidiary directly owned by the Borrower or a Domestic Subsidiary which,
individually or together with its Subsidiaries, (x) owned at least two and a
half percent (2.5%) of the consolidated assets of the Borrower and its
Subsidiaries as of the end of the immediately prior Fiscal Quarter or (y) as of
the last day of any Fiscal Quarter, generated at least two and a half percent
(2.5%) of the consolidated revenues of the Borrower and its Subsidiaries for the
fiscal period consisting of the four (4) Fiscal Quarters most recently ended on
that date; provided that Foreign Subsidiaries that do not constitute Material
           --------
Foreign Subsidiaries shall not, in the aggregate, either (x) own ten percent
(10.0%) or more of the consolidated assets of the Borrower and its Subsidiaries
as of the end of the immediately prior Fiscal Quarter or (y) as of the last day
of any Fiscal Quarter, have generated ten percent (10.0%) or more of the
consolidated revenues consisting of the four (4) Fiscal Quarters most recently
ended on that date.

          "Material Real Estate Asset" means (i) any fee-owned Real Estate
Asset acquired by Borrower or any of its Subsidiaries after the Effective Date
having a fair market value in excess of $1,000,000 as of the date of the
acquisition thereof or (ii) any other Real Estate Asset (including Leasehold
Property) that the loss of use thereof would reasonably be expected to have a
Material Adverse Effect.

                                      15
                                                                       EXECUTION
<PAGE>

          "Mortgage" means a mortgage, deed of trust or similar instrument, in
form reasonably satisfactory to the Collateral Agent, as it may be amended,
restated, supplemented or otherwise modified from time to time.

          "Net Income" shall mean, for any period, the amount set forth on the
consolidated statement of operations of the Borrower and its Subsidiaries for
such period opposite the line item entitled "Net income (loss)" minus (a) the
income (or loss) of any Person (other than a Subsidiary of Borrower) in which
any other Person (other than Borrower or any of its Subsidiaries) has a joint
interest, except to the extent of the amount of dividends or other distributions
actually paid to Borrower or any of its Subsidiaries by such Person during such
period, (b) the income of any Subsidiary of Borrower to the extent that the
declaration or payment of dividends or similar distributions by that Subsidiary
of that income is not at the time permitted by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary, (c) any after-tax gains
or losses attributable to Asset Dispositions or returned surplus assets of any
Plan, and (d) (to the extent not included in clauses (a) through (c) above) any
net extraordinary gains or net extraordinary losses".

          "Net Proceeds of Capital Stock" shall mean, for any period, proceeds
(net of all customary costs and out-of-pocket expenses in connection therewith,
including, without limitation, customary placement, underwriting and brokerage
fees and expenses) received by the Borrower or any Subsidiary during such
period, from the sale of all Capital Stock.

          "Net Proceeds of Debt Issuances" shall mean, for any period, proceeds
(net of all customary costs and out-of-pocket expenses in connection therewith,
including, without limitation, customary placement, underwriting and brokerage
fees and expenses) received by the Borrower or any Subsidiary during such period
from the issuance of Debt Securities other than the proceeds from the issuance
of Indebtedness that is permitted to be incurred pursuant to Section 7.4.

          "New Bank" shall mean any Person who becomes a Bank under this
Agreement as of the Effective Date.

          "Note" shall have the meaning provided in Section 2.5.

          "Notice of Borrowing" shall have the meaning provided in Section 2.3.

          "Notice of Continuation" shall have the meaning provided in Section
2.6(c).

          "Notice of Conversion" shall have the meaning provided in Section
2.6(c).

          "Notice Office" shall mean the office of the Administrative Agent
located at Eleven Madison Avenue, New York, New York, 10010, Attention: Agency
Group, telecopier number 212-325-8304, with a copy to Eleven Madison Avenue, New
York, New York, 10010, Attention: Andrea Chicas telecopier number 212-325-8304,
or such other office or offices as the Administrative Agent may hereafter
designate in writing as such to the other parties hereto.

                                      16
                                                                       EXECUTION
<PAGE>

          "Notice to Request Letter of Credit" shall have the meaning provided
in Section 2.1A(b)

          "Obligations" shall mean all amounts owing to the Administrative
Agent, the Collateral Agent, any Issuing Bank or any Bank pursuant to the terms
of this Agreement or any other Transaction Document or any Hedging Agreement
(including, without limitation, with respect to a Hedge Agreement, obligations
owed thereunder to any person who was a Bank or an Affiliate of a Bank at the
time such Hedge Agreement was entered into by any Credit Party.

          "Originator" shall have the meaning provided in Section 10.5(d).

          "Participant" shall have the meaning provided in Section 10.5(d).

          "Payment Account" shall mean such account as the Administrative Agent
may hereafter from time to time designate in writing as such to the Borrower and
the Banks.

          "Payment Office"  shall mean (i) the office of Administrative Agent
located at 11 Madison Avenue, New York, New York 10010 or (ii) such other office
of Administrative Agent as may from time to time hereafter be designated as such
in a written notice delivered by Administrative Agent to Borrower and each Bank.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Section 4002 of ERISA or any successor thereto.

          "Permitted Investments" shall mean:

          (i) investments listed in Schedule 4;

          (ii) (a) securities issued directly or unconditionally guaranteed or
     insured by the United States or any agency or instrumentality thereof
     (provided the full faith and credit of the United States is pledged in
     support thereof) having maturities within one year from the date of
     acquisition thereof; (b) commercial paper issued by any Person incorporated
     in the United States, which commercial paper is rated at least A-1 (or
     equivalent) by Standard & Poor's Ratings Service ("S&P") or at least P-1
     (or equivalent) by Moody's Investors Service, Inc. ("Moody's"), in each
     case having maturities within 270 days from the date of acquisition
     thereof; (c) time deposits and certificates of deposit of any commercial
     bank incorporated in the United States having capital and surplus in excess
     of $500,000,000 and having maturing no more than one year from the date of
     acquisition; (d) repurchase agreements entered into by a Person with a bank
     or trust company or recognized securities dealer having capital and surplus
     in excess of $500,000,000 for direct obligations issued by or fully
     guaranteed by the United States of America in which such Person shall have
     a perfected first-priority security interest (subject to no other Liens)
     and having, on the date of purchase thereof, a fair market value of at
     least 100% of the amount of the repurchase obligations; (e) obligations of
     any state of the United States of America or any political subdivision
     thereof, the interest with respect to which is exempt from federal income
     taxation under Section 103 of the Code,

                                      17
                                                                       EXECUTION
<PAGE>

having a long-term rating of at least AA- or Aa-3 by S&P or Moody's,
respectively, and maturing within one year from the date of acquisition thereof;
and (f) investments, classified in accordance with GAAP as current assets, in
money market investment programs registered under the Investment Company Act of
1940, as amended, which are administered by reputable financial institutions
having capital of at least $500,000,000 and the portfolios of which are limited
to investments of the character described in the foregoing subdivisions (a)
through (e);

     (iii)  extensions of credit in the nature of Accounts arising from the sale
or lease of goods or services in the ordinary course of the Borrower's or its
Subsidiaries' business;

     (iv)   the endorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business;

     (v)    investments (including debt obligations) received in connection with
the bankruptcy or reorganization of customers or suppliers and in settlement of
delinquent obligations of; and other disputes with, customers or suppliers
arising in the ordinary course of the Borrower's or its Subsidiaries' business;

     (vi)   acquisitions of assets or Capital Stock to the extent permitted
under Section 7.2;

     (vii)  loans and advances to officers, directors, employees and consultants
made in the ordinary course of business, not in excess of $5,000,000 in the
aggregate during the term of this Agreement;

     (viii) loans, advances, purchases and acquisitions of Capital Stock or
Securities or other interests in or to any Subsidiary which is a Guarantor not
in excess of $10,000,000 in the aggregate during the term of this Agreement and
which in any event, to the extent constituting Indebtedness, comply with the
requirements of Section 7.4(j);

     (ix)   loans, advances, purchases and acquisitions of Capital Stock or
Securities or other interests in any Subsidiary which is not a Guarantor, not in
excess of $2,000,000 in the aggregate during the term of this Agreement and
which in any event, to the extent constituting Indebtedness, comply with the
requirements of Section 7.4(j), provided that such transaction is in the
strategic best interest of the Borrower and its Subsidiaries; and

     (x)    intercompany payables which: (a) are owed by any Subsidiary which is
not a Guarantor to the Borrower or a Subsidiary which is a Guarantor; (b) arise
by the payment of expenses in respect of the secondment of employees and related
costs; (c) remain on intercompany account for periods not in excess of 250 days
from the date of such payment by Borrower or a Subsidiary which is a Guarantor,
as applicable and such that the aggregate outstanding amount of all such
intercompany payables shall not at any time exceed $10,000,000; and (d) comply
with the requirements of Section 7.4.

                                      18
                                                                       EXECUTION
<PAGE>

          "Permitted Liens" shall have the meaning provided in Section 7.1

          "Person" shall mean any individual, partnership, limited liability
company, joint venture, firm, corporation, association, trust or other
enterprise or any government or political subdivision or any agency, department
or instrumentality thereof.

          "Plan" shall mean any multiemployer plan or single-employer plan as
defined in Section 4001 of ERISA, which is maintained or contributed to by (or
to which there is an obligation to contribute of), or at any time during the
five calendar years preceding the date of this Agreement was maintained or
contributed to by (or to which there was an obligation to contribute of), the
Borrower, any Subsidiary thereof or any ERISA Affiliate.

          "Pledge Agreement" shall mean each of (i) the stock pledge agreement
of even date herewith entered into by the Borrower and certain of its
Subsidiaries granting a First Priority security interest to the Collateral Agent
in respect of (x) all the Capital Stock of each of their Domestic Subsidiaries
and 65% of the Capital Stock of their Material Foreign Subsidiaries (including
as of the Effective Date, WFI de Mexico, S. de R. L. de C.V.) and (y) all the
Capital Stock of each future Subsidiary to the extent required pursuant to
Section 6.12, (ii) the UK Share Charge and (iii) any additional stock pledge
agreement entered into from time to time by Borrower or any Subsidiary of
Borrower pursuant to the requirements of Section 6.12 including, without
limitation, each collateral document entered into by the Borrower or any
Domestic Subsidiary reflecting the relevant foreign legal requirements to grant
a First Priority security interest in respect of 65% of the Capital Stock of
each Material Foreign Subsidiary, and 65% of the Capital Stock of each future
Material Foreign Subsidiary to the extent required pursuant to Section 6.12, in
each case, in form and substance satisfactory to the Collateral Agent.

          "Prime Rate" shall mean the rate which CSFB announces from time to
time as its prime lending rate in effect at its principal office in New York
City, the Prime Rate to change when and as such Prime lending rate changes. The
Prime Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. CSFB or any other Bank may make
commercial loans or other loans at rates of interest at, above or below the
Prime Rate.

          "Pro Forma Basis" means, with respect to compliance with any test or
covenant hereunder during any relevant period, compliance with such covenant or
test after giving effect to any proposed acquisition or other action which
requires compliance on a pro forma basis (including pro forma adjustments
arising out of events which are directly attributable to a specific transaction,
are factually supportable and are expected to have a continuing impact, in each
case determined on a basis consistent with Article 11 of Regulation S-X of the
Securities Act and as interpreted by the Staff of the Securities and Exchange
Commission which (to the extent consistent therewith) may include cost savings
resulting from head count reductions, closure of facilities and similar
restructuring charges or integration activities or other adjustments certified
by a financial officer of Borrower, together with such other pro forma
adjustments as may be reasonably acceptable to the Administrative Agent) using,
for purposes of determining such compliance, the historical financial statements
of all entities or assets so acquired or to be acquired and the consolidated
financial statements of Borrower and its Subsidiaries which shall be
reformulated as if such acquisition or

                                      19
                                                                       EXECUTION
<PAGE>

other action, and any other acquisitions which have been consummated during the
period, and any Indebtedness or other liabilities incurred in connection with
any such acquisition had been consummated at the beginning of such period and
assuming that such Indebtedness bears interest during any portion of the
applicable measurement period prior to the relevant acquisition at the weighted
average of the interest rates applicable to outstanding Loans during such
period, and otherwise in conformity with such procedures as may be agreed upon
between the Administrative Agent and Borrower, all such calculations to be in
form and substance reasonably satisfactory to the Administrative Agent.

          "Purchase Money Indebtedness" shall mean Indebtedness (i) in a maximum
aggregate principal amount in any Fiscal Year which when aggregated with: (a)
all other Capital Expenditures and (b) the aggregate amount of all Indebtedness
with respect to Capital Leases incurred or entered into in such Fiscal Year does
not exceed the amounts permitted under section 7.7 of this Agreement for such
Fiscal Year, (ii) incurred (or assumed) by the Borrower solely to acquire
Equipment or to make software or leasehold improvements for use in the
Borrower's business, (iii) the amount of which does not exceed the lesser of the
cost or fair market value of the Equipment that is acquired with the proceeds of
such Indebtedness and (iv) for which the lender thereof has recourse only to the
Equipment that is acquired with the proceeds of such Indebtedness and the
proceeds of such Equipment.

          "Purchase Money Liens" shall mean Liens granted by the Borrower (i)
securing Purchase Money Indebtedness, (ii) that encumber only the Equipment that
is acquired with the proceeds of Purchase Money Indebtedness and the proceeds of
such Equipment and (iii) that are created contemporaneously with the purchase of
Equipment that is acquired with the proceeds of Purchase Money Indebtedness.

          "Reaffirmation of Guaranty" shall mean each agreement in the form of
Annex A entered into by the relevant Guarantor in respect of each Guaranty
existing on the Effective Date.

          "Real Estate Asset" means, at any time of determination, any interest
(fee, leasehold or otherwise) then owned by Borrower or any of its Subsidiaries
in any real property.

          "Record Document" means, with respect to any Leasehold Property, (i)
the lease evidencing such Leasehold Property or a memorandum thereof, executed
and acknowledged by the owner of the affected real property, as lessor, or (ii)
if such Leasehold Property was acquired or subleased from the holder of a
Recorded Leasehold Interest, the applicable assignment or sublease document,
executed and acknowledged by such holder, in each case in form sufficient to
give such constructive notice upon recordation and otherwise in form reasonably
satisfactory to Administrative Agent.

          "Recorded Leasehold Interest" means a Leasehold Property with respect
to which a Record Document has been recorded in all places necessary or
desirable, in Administrative Agent's reasonable judgment, to give constructive
notice of such Leasehold Property to third-party purchasers and encumbrancers of
the affected real property.

                                      20
                                                                       EXECUTION
<PAGE>

          "Register" shall have the meaning provided in Section 10.5(c).

          "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

          "Regulatory Change" means, with respect to any Bank or any Issuing
Bank, as applicable, any change after the date of this Agreement in any
Governmental Regulation, including, without limitation, the introduction of a
new Governmental Regulation or the rescission of an existing Governmental
Regulation.

          "Relevant Documents" means the (i) credit agreement dated as of
December 22, 1999 between the Borrower and Imperial Bank and the security
agreement between the same parties of even date therewith; and (ii) the lease
agreement dated May 24, 2000 between the Borrower and Banc One Capital Leasing
Corporation and the security agreement dated May 26, 2000 between the same
parties.

          "Replacement Notice" shall have the meaning provided in Section
3.3(b)(i).

          "Reportable Event" shall mean an event described in Section 4043(b) of
ERISA with respect to a Plan as to which the 30-day notice requirement has not
been waived by the PBGC.

          "Required Banks" shall mean, at any time, Banks holding more than 50%
of the then aggregate unpaid principal amount of the Loans or, if no such
principal amount is then outstanding, Banks holding more than 50% of the Total
Commitment.

          "Reserve Requirement Rate" shall mean, for any Interest Period, the
aggregate of the rates, effective as of the Interest Determination Date for such
Interest Period, at which:

          (i) reserves (including any marginal, emergency, supplemental, special
or other reserves) are required to be maintained during such Interest Period
under Regulation D against "Eurocurrency liabilities" (as such term is used in
Regulation D) by member banks of the Federal Reserve System; and

          (ii) any additional reserves are required to be maintained by any Bank
by reason of any Regulatory Change against (x) any category of liabilities which
includes deposits by reference to which LIBOR is to be determined or (y) any
category of any of credit or other assets with include LIBOR Loans.

          A LIBOR Loan shall be deemed to constitute Eurocurrency liabilities
and as such shall be deemed subject to reserve requirements to the extent
reserves are required to be maintained during such Interest Period under
Regulation D against "Eurocurrency Liabilities" without benefits of credit for
proration, exceptions or offsets that may be available from time to time to the
applicable Bank. The rate of interest on LIBOR Loans shall be adjusted
automatically on and as of the effective date of any change in the Reserve
Requirement Rate.

                                      21
                                                                       EXECUTION
<PAGE>

          "Sale Proceeds" shall have the meaning provided in Section 3.3(b)(i).

          "Scheduled Indebtedness" shall have the meaning provided in
Section 5.12(a).

          "Secured Parties" shall have the meaning provided in the Amended and
Restated Security Agreement.

          "Security" shall have the meaning set forth in section 2(1) of the
Securities Act of 1933, as amended.

          "Security Document" shall mean each agreement, instrument,
certificate, financing statement or other document described in Schedule 3
hereto (including, without limitation, the Amended and Restated Security
Agreement, the Pledge Agreements and the UK Share Charge), and all other
instruments, documents and agreements delivered by any Credit Party pursuant to
this Agreement or any of the other Credit Documents in order to grant to
Collateral Agent, for the benefit of Secured Parties, a Lien on any real,
personal or mixed property of that Credit Party as security for the Obligations,
in each case as amended, restated, supplemented or otherwise modified from time
to time.

          "Senior Debt" shall mean all consolidated Indebtedness of the Borrower
and its Subsidiaries for borrowed money, including, without limitation, all off-
balance sheet Indebtedness; provided that the term "Senior Debt" shall exclude
                            --------
all Subordinated Debt.

          "Senior Leverage Ratio" shall have the meaning provided in
Section 7.9.

          "Sole Lead Arranger" shall have the meaning provided in the first
paragraph of this Agreement.

          "Solvent" means, with respect to any Person, that as of the date of
determination both (i) (a) the sum of such Person's debt (including contingent
liabilities) does not exceed all of its property, at a fair valuation; (b) the
present fair saleable value of the property of such Person is not less than the
amount that will be required to pay the probable liabilities on such Person's
then existing debts as they become absolute and matured; (c) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (d) such Person does not intend to
incur, or believe that it will incur, debts beyond its ability to pay such debts
as they become due; and (ii) such Person is "solvent" within the meaning given
that term and similar terms under applicable laws relating to fraudulent
transfers and conveyances.  For purposes of this definition, the amount of any
contingent liability at any time shall be computed as the amount that, in light
of all of the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability
(irrespective of whether such contingent liabilities meet the criteria for
accrual under Statement of Financial Accounting Standard No. 5).

                                      22
                                                                       EXECUTION
<PAGE>

          "Subordinated Debt" shall mean the Convertible Subordinated Notes or
any other Indebtedness of Borrower otherwise permitted under this Agreement and
which is subordinated in form and substance acceptable to the Banks, to
Indebtedness under this Agreement or the Notes.

          "Subsidiary" shall mean, as to any Person, (1) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or
one or more Subsidiaries of such Person has more than a 50% equity interest at
the time.

          "Syndication Agent" shall have the meaning provided in the first
paragraph of this Agreement.

          "Taxes" shall have the meaning provided in Section 3.6.

          "Total Commitment" shall mean, at any time, the sum of the Commitments
of each of the Banks.

          "Total Debt" shall mean, as at any date of determination, the
aggregate principal amount of all Indebtedness of the Borrower and its
Subsidiaries (including, without limitation, Subordinated Indebtedness) at such
date, determined on a consolidated basis in accordance with GAAP.

          "Transaction Documents" shall mean the Credit Documents.

          "Type" shall mean any type of Loan determined with respect to the
interest option applicable thereto, i.e., a Base Rate Loan or a LIBOR Loan.
                                    ---

          "UCC" shall mean the Uniform Commercial Code (or any similar or
equivalent legislation, if any) as from time to time in effect in the relevant
jurisdiction.

          "UK Share Charge" means the English law share charge of even date
herewith entered into by the Borrower in respect of its shares in Wireless
Facilities International, Ltd.

          "Unfunded Current Liability" of any Plan means the amount, if any, by
which the present value of the accrued benefits under the Plan as of the close
of its most recent plan year, determined in accordance with Statement of
Financial Accounting Standards No. 35, based upon the actuarial assumptions used
by the Plan's actuary in the most recent annual valuation of the Plan, exceeds
the fair market value of the assets allocable thereto, determined in accordance
with Section 412 of the Code.

          "United States" and "U.S." shall each mean the United States of
America.

                                      23
                                                                       EXECUTION
<PAGE>

          "Unutilized Commitment" shall mean, for any Bank, at any time, the
Commitment of such Bank at such time less (i) the aggregate principal amount of
all Loans made by such Bank and then outstanding and (ii) the LC Exposure of
such Bank at such time.

          "Wholly Owned Subsidiary" shall mean a partnership, limited liability
company, joint venture, corporation, association, trust or other enterprise
whose ownership and/or management and control is entirely held by another
Person.

          1.2  Principles of Construction.
               --------------------------

          (a) All references to sections, schedules and exhibits are to
sections, schedules and exhibits in or to this Agreement unless otherwise
specified.

          (b) 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.

          (c) All accounting terms not specifically defined herein shall be
construed in accordance with GAAP in effect from time to time; provided, that
                                                               --------
all accounting terms used in the Financial Covenants (and all defined terms used
in the Financial Covenants) shall have the meaning given to such terms (and
defined terms) under GAAP as in effect on the date hereof applied on a basis
consistent with those used in preparing the audited financial statements
delivered to the Administrative Agent pursuant to Sections 4.2(f) and 6.1(b). In
the event of any change after the date hereof in GAAP, and if such change would
result in the inability to determine compliance with the Financial Covenants
based upon the Borrower's regularly prepared financial statements by reason of
the preceding sentence on a basis consistent with the determination of the
Financial Covenants prior to such change in GAAP; then the parties hereto agree
to endeavor, in good faith, to agree upon an amendment to this Agreement that
would adjust the Financial Covenants in a manner that would not affect the
substance thereof, but would allow compliance therewith to be determined in
accordance with the Borrower's financial statements after giving effect to such
change in GAAP on a basis substantially similar to that in effect prior to such
change in GAAP. It is understood that the agreement set forth in the preceding
sentence is intended to permit amendments to facilitate the parties' ability to
determine compliance with the Financial Covenants and the Banks have no
obligation, express or implied, to agree to any amendment that would modify the
obligations of the Borrower or adversely affect the rights of the Banks
hereunder.

          (d) References in the Transaction Documents to any of the "Borrower",
a "Credit Party", the "Collateral Agent", the "Agents" or the "Banks" shall be
construed so as to include their respective successors and permitted assigns.

          (e) References in the Transaction Documents to a "law" shall be
construed to mean any law, including common or customary law and any
constitution, decree, judgment, legislation, order, ordinance, regulation, rule,
statute, treaty or other legislative or regulatory measure, in each case of any
jurisdiction.

                                      24
                                                                       EXECUTION
<PAGE>

          (f) References in the Transaction Documents to a statute shall be
construed as a reference to such statute as amended or reenacted from time to
time.

          (g) A time of day is, unless otherwise stated, a reference to New York
          time.

          (h) Unless otherwise specified, any reference in the Transaction
Documents to another agreement shall be construed as a reference to that other
agreement as the same may have been, or may from time to time be, amended,
restated, supplemented or otherwise modified.

          (i) The headings of the several sections and subsections of the
Transaction Documents are inserted for convenience only and shall not in any way
affect the meaning or construction of any provision of any Transaction Document.

          (j) In the computation of periods of time from a specified date to a
later specified date, the word "from" means "from and including", the words "to"
and "until" each mean "to but excluding", and the word "through" means "to and
including".

          (k) Unless otherwise expressly provided, any reference to any action
of the Administrative Agent, the Collateral Agent or any other Agent or Bank by
way of consent, approval or waiver shall be deemed modified by the phrase "in
its/their reasonable discretion".

          (l) This Agreement and the other Transaction Documents are the result
of and have been reviewed by counsel to the Administrative Agent, the Collateral
Agent, the Banks, each Credit Party and the Borrower, and are the products of
all parties. Accordingly, they shall not be construed against the Banks or the
Agents merely because of the Agents or the Banks involvement in their
preparation.

          (m) All words importing any gender shall be deemed to include the
other genders.

          (n) If the President or the Chief Financial Officer of the Borrower
delivers a written notice designating one or more persons to serve as Authorized
Representatives, such designation shall become effective, and such persons shall
be treated as Authorized Representatives under the Transaction Documents, at the
commencement of business on the second Business Day following the day on which
such notice is received by the Administrative Agent. The Administrative Agent,
the Collateral Agent, the other Agents and the Banks shall be entitled to rely,
without investigation, on any action taken under the Transaction Documents by a
person who, at the time such action is taken, is an Authorized Representative.

     SECTION 2. AMOUNT AND TERMS OF CREDIT.
                --------------------------

          2.1  The Revolving Credit Advances.
               -----------------------------

          (a) Existing Loans. Borrower acknowledges and confirms that each
              --------------
Existing Bank holds Existing Loans in the respective principal amounts
outstanding as of the Effective Date

                                      25                               EXECUTION
<PAGE>

before giving effect to the application of Loans made on the Effective Date set
forth opposite its name on Schedule 12 annexed hereto.
                           -----------

          (b) Subject to and upon the terms and conditions set forth herein, and
in reliance upon the representations and warranties set forth herein, each Bank
severally agrees, at any time and from time to time prior to the Loan Maturity
Date, to make revolving credit advances (any such revolving credit advances made
by any Bank a "Loan" and Loans made by any Bank or by all the Banks, as the
context requires, the "Loans") to the Borrower, which Loans (a) shall, at the
                       -----
option of the Borrower be Base Rate Loans or LIBOR Loans, provided that, except
as otherwise specifically provided in Section 2.10(b), all Loans comprising the
same Borrowing shall at all times be of the same Type and (b) may be prepaid and
reborrowed in accordance with the provisions hereof; provided, however, that (i)
                                                     --------  -------
the Credit Exposure of any Bank shall at no time exceed the Commitment of such
Bank at such time and (ii) the sum of the Credit Exposures of all Banks shall at
no time exceed the Total Commitment. More than one Borrowing may occur on the
same date, but there shall not at any time be more than a total of 7 Borrowings
outstanding. Each Bank's Commitment shall expire on the Loan Maturity Date and
all Loans and other amounts owed hereunder with respect to Loans and Commitment
of such Bank shall be paid in full no later than such date. The proceeds of the
Loans requested on the Effective Date shall be applied by the Administrative
Agent first to repay in full the Existing Loans and all other amounts owed to
the Existing Banks under the Existing Credit Agreement (whether or not presently
due and payable, and including all interest and fees accrued to the Effective
Dates). After the Effective Date all Loans hereunder shall be held by the Banks
as set forth on Schedule 1.

          2.1A Letters of Credit.
               -----------------
          (a) General. Borrower acknowledges and confirms that Schedule 13
              -------                                          -----------
annexed hereto sets forth each letter of credit issued under the Existing Credit
Agreement and outstanding as of the Effective Date (collectively, the "Existing
                                                                       --------
Letters of Credit"). Borrower hereby represents, warrants, agrees, covenants and
-----------------
(a) reaffirms that it is not aware of any defense, set off, claim or
counterclaim against any Agent or Bank in regard to its Obligations in respect
of such Existing Letters of Credit and (b) reaffirms its obligation to reimburse
the Issuing Bank for honored drawings under such Existing Letters of Credit in
accordance with the terms and conditions of this Agreement and the other Credit
Documents applicable to Letters of Credit issued hereunder. Based on the
foregoing, Borrower and each Bank agrees that each Existing Letter of Credit
shall, as of the Effective Date, be deemed for all purposes of this Agreement to
be a Letter of Credit issued hereunder by Imperial Bank as Issuing Bank on the
Effective Date.  Subject to the terms and conditions set forth herein, the
Borrower may request the issuance of Letters of Credit for its own account, in a
form reasonably acceptable to the Administrative Agent and the relevant Issuing
Bank, at any time and from time to time prior to the Loan Maturity. In the event
of any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any form of letter of credit application or other
agreement submitted by the Borrower to, or entered into by the Borrower with,
the Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.

                                      26                               EXECUTION
<PAGE>

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
              ----------------------------------------------------------
Conditions. To request the issuance of a Letter of Credit (or the amendment,
----------
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the relevant Issuing Bank) to
such one of the Issuing Banks as it nominates and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) a notice (a "Notice to Request Letter of Credit") in the Form of
                        ----------------------------------
Exhibit E requesting the issuance of a Letter of Credit, or identifying the
Letter of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day)
whether such Letter of Credit is to be a standby letter of credit or a
documentary letter of credit, the date on which such Letter of Credit is to
expire (which shall comply with paragraph (b) of this Section 2.1A), the amount
of such Letter of Credit, the name and address of the beneficiary thereof and
such other information as shall be necessary to prepare, amend, renew or extend
such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall
submit a letter of credit application on the Issuing Bank's standard form in
connection with any request for a Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the LC Exposure shall not exceed $10,000,000 and (ii)
the sum of the total aggregate principal amount of outstanding Loans plus the LC
Exposure shall not exceed the Total Commitments.

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
              ---------------
the close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Loan Maturity Date; provided, that any
                                                            --------  ----
Letter of Credit with a one-year term may provide for the renewal thereof for
additional one-year periods (which shall in no event extend beyond the date
referred to in clause (ii) above).

          (d) Participations. By the issuance of a Letter of Credit (or an
              --------------
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Banks, the Issuing Bank
hereby grants to each Bank, and each Bank hereby acquires from the Issuing Bank,
a participation in such Letter of Credit equal to such Bank's pro rata portion
of the aggregate amount available to be drawn under such Letter of Credit. In
consideration and in furtherance of the foregoing, each Bank hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Bank's pro rata portion of each LC Disbursement made
by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section 2.1A, or of any reimbursement payment
required to be refunded to the Borrower for any reason. Each Bank acknowledges
and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit in accordance with this Agreement
or the occurrence and continuance of a Default or reduction or termination of
the Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.

                                      27                               EXECUTION
<PAGE>

          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement
              -------------
in respect of a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 1:00 p.m., New York City time, on the date that such
LC Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such
notice has not been received by the Borrower prior to such time on such date,
then not later than 1:00 p.m., New York City time, on (i) the Business Day that
the Borrower receives such notice, if such notice is received prior to 10:00
a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that
                                                                 --------
the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Sections 2.1 or 2.3 that such payment be financed
with a Base Rate Loan in an equivalent amount and, to the extent so financed,
the Borrower's obligation to make such payment shall be discharged and replaced
by the resulting Base Rate Loan; provided further that if such payment is not
                                 -------- -------
financed with a Base Rate Loan, the Administrative Agent will extend a Base Rate
Loan in the amount of such LC Disbursement. If the Borrower fails to make such
payment when due, the Administrative Agent shall notify each Bank of the
applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Bank's pro rata portion thereof. Promptly following receipt of
such notice, each Bank shall pay to the Administrative Agent its pro rata
portion of the payment then due from the Borrower, in the same manner as
provided in Section 2.4 with respect to Loans made by such Bank (and Section 2.4
shall apply, mutatis mutandis, to the payment obligations of the Bank), and the
             ------- --------
Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts
so received by it from the Banks. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the
relevant Issuing Bank or, to the extent that Banks have made payments pursuant
to this paragraph to reimburse the relevant Issuing Bank, then to such Banks and
the relevant Issuing Bank as their interests may appear. Any payment made by a
Bank pursuant to this paragraph to reimburse the relevant Issuing Bank for any
LC Disbursement (other than the funding of Base Rate Loans as contemplated
above) shall not constitute a Loan and shall not relieve the Borrower of its
obligation to reimburse such LC Disbursement.

          (f)  Obligations Absolute.  The Borrower's obligation to reimburse
               --------------------
LC Disbursements as provided in paragraph (e) of this Section 2.1A shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Banks nor the Issuing Banks, nor any of their
Affiliates, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment

                                      28                               EXECUTION
<PAGE>

thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of any Issuing Bank; provided
                                                                        --------
that the foregoing shall not be construed to excuse any Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by such Issuing Bank's failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or wilful misconduct on the part of any Issuing Bank (as
finally determined by a court of competent jurisdiction), such Issuing Bank
shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

          (g)  Disbursement Procedures. The Issuing Bank shall, promptly
               -----------------------
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
                                         --------
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Banks with respect to any such LC
Disbursement.

          (h) Interim Interest. If the Issuing Bank shall make any LC
              ----------------
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to Base Rate Loans; provided
                                                                        --------
that, if the Borrower fails to reimburse such LC Disbursement when due pursuant
to paragraph (e) of this Section 2.1A, then Section 2.8(c) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the relevant
Issuing Bank, except that interest accrued on and after the date of payment by
any Bank pursuant to paragraph (e) of this Section to reimburse the relevant
Issuing Bank shall be for the account of such Bank to the extent of such
payment.

          (i) Replacement of the Issuing Bank. Each Issuing Bank may be replaced
              -------------------------------
at any time by written agreement among the Borrower, the Administrative Agent,
the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agent shall notify the Banks of any such replacement of an Issuing Bank. At the
time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 3.1(c). From and after the effective date of any such replacement, (i)
the successor Issuing

                                      29                               EXECUTION
<PAGE>

Bank shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii)
references herein to the term "Issuing Bank" shall be deemed to refer to such
successor or to any previous Issuing Bank, or to such successor and all previous
Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.

          (j) Cash Collateralization. If any Event of Default shall occur and be
              ----------------------
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Banks (or, if the maturity of the Loans has
been accelerated, Banks with LC Exposure representing greater than 50% of the
total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent for the benefit of the Banks, an
amount in cash equal to the LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that the obligation to deposit such cash
                         --------
collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in
Section 8.5. Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement.  The Administrative Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such account.
Other than any interest earned on the investment of such deposits, which
investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower's risk and expense, such deposits shall
not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank and pro-rata to any Bank that
has funded participations therein for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the
consent of Banks with LC Exposure representing greater than 50% of the total LC
Exposure), be applied to satisfy other obligations of the Borrower under this
Agreement. If the Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower within
three Business Days after all Events of Default have been cured or waived.

          2.2  Minimum Amount of Each Borrowing. The aggregate principal amount
               --------------------------------
of each Borrowing of Base Rate Loans hereunder shall be not less than $500,000
and integral $100,000 in excess thereof. The aggregate principal amount of each
Borrowing of LIBOR Loans hereunder shall be not less than $1,000,000 and
integral multiples of $500,000 in excess thereof.

          2.3  Notice of Borrowing. Whenever the Borrower desires to make a
               -------------------
Borrowing of Loans hereunder, it shall give the Administrative Agent at its
Notice Office prior written notice by no later than 1:00 p.m. New York time, (a)
in the case of a Base Rate Loan, on the Business Day prior to the date such Loan
is to be made and (b) in the case of a LIBOR Loan, on the third Business Day
prior to the date such Loan is to be made. Each notice requesting a Borrowing
(each a "Notice
         ------

                                      30                               EXECUTION
<PAGE>

of Borrowing") shall be signed by an Authorized Representative and shall be in
------------
the form of Exhibit A, appropriately completed to specify the aggregate
principal amount of the Loans to be made pursuant to such Borrowing, the date of
such Borrowing (which shall be a Business Day), whether the Loans being made
pursuant to such Borrowing are to be maintained initially as Base Rate Loans or
LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable
thereto. A Notice of Borrowing shall be deemed to have been given on a certain
day only if given before 1:00 p.m. New York time on such day. The Administrative
Agent shall promptly give each Bank notice of such proposed Borrowing, of such
Bank's proportionate share thereof and of the other matters required to be
specified in the Notice of Borrowing. If no election as to the Type of Borrowing
is specified, then the requested Borrowing shall be comprised of Base Rate
Loans. If no Interest Period is specified with respect to any requested LIBOR
Borrowing, then the Borrower shall be deemed to have selected an Interest Period
of one month's duration.

          2.4  Disbursement of Funds. No later than 1:00 p.m. New York time on
               ---------------------
the date specified in each Notice of Borrowing, each Bank will make available,
through such Bank's Applicable Lending Office, its pro rata portion of such
                                                   --- ----
Borrowing requested to be made on such date in Dollars and in immediately
available funds at the Payment Account of the Administrative Agent, and the
Administrative Agent will make available to the Borrower at its Payment Office
the aggregate of the amounts so made available by the Banks. Unless the
Administrative Agent has been notified by any Bank on or prior to a date of
Borrowing that such Bank does not intend to make available to the Administrative
Agent such Bank's portion of any Borrowing to be made on such date, the
Administrative Agent may assume that such Bank has made such amount available to
the Administrative Agent on such date of Borrowing and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Bank the Administrative Agent shall be
entitled to recover such corresponding amount from such Bank on demand. If such
Bank does not pay such corresponding amount forthwith upon the Administrative
Agent's demand therefor, the Administrative Agent shall promptly notify the
Borrower and the Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
on demand from such Bank or the Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available to the Borrower until the date such corresponding
amount is recovered by the Administrative Agent, at a rate per annum equal to,
(a) if recovered from such Bank, the cost to the Administrative Agent of
acquiring overnight Federal funds and (b) if recovered from the Borrower, the
then applicable rate for Base Rate Loans or LIBOR Loans, as the case may be.
Nothing in this Section 2.4 shall be deemed to relieve any Bank from its
obligation to make Loans hereunder or to prejudice any rights which the Borrower
may have against any Bank as a result of any failure by such Bank to make Loans
hereunder.

          2.5  Notes. The Borrower's obligation to pay the principal of, and
               -----
interest on, all the Loans made by each Bank shall at the request of such Bank
(in writing to the Borrower with a copy to the Administrative Agent) be
evidenced by a promissory note duly executed and delivered to such Bank by the
Borrower substantially in the form of Exhibit B with blanks appropriately
completed in conformity herewith (each a "Note" and, collectively, the "Notes").
                                          ----                          -----
The Note issued to each Bank shall (a) be payable to the order of such Bank and
be dated the Effective Date, (b) be

                                      31                               EXECUTION
<PAGE>

in a stated principal amount equal to the Commitment of such Bank and be payable
in the principal amount of the Loans evidenced thereby, (c) mature, with respect
to each Loan evidenced thereby, on the Loan Maturity Date, (d) bear interest as
provided in the appropriate clause of Section 2.8 in respect of the Base Rate
Loans and LIBOR Loans, as the case may be, evidenced thereby and (e) be entitled
to the benefits of the Transaction Documents. Each Bank will note on its
internal records the amount of each Loan made by it and each payment in respect
thereof and will, prior to any transfer of any of its Note, endorse on the
reverse side thereof the outstanding principal amount of the Loans evidenced
thereby. Failure to make any such notation shall not affect the Borrower's
obligations in respect of such Loans.

          2.6  Conversions and Continuations.
               -----------------------------

          (a) The Borrower shall have the option to convert on any Business Day
all or a portion of the outstanding principal amount of the Loans made pursuant
to one or more Borrowings of one or more Types of Loan into a Borrowing of
another Type of Loan, provided that (i) except as otherwise provided in Section
                      -------- ----
2.10(b), LIBOR Loans may be converted into Base Rate Loans only on the last day
of the Interest Period applicable to the LIBOR Loans being converted and no such
partial conversion of LIBOR Loans shall reduce the outstanding principal amount
of LIBOR Loans made pursuant to a single Borrowing to less than $1,000,000, (ii)
Base Rate Loans may only be converted into LIBOR Loans if no Default or Event of
Default is in existence on the date of the conversion, (iii) Base Rate Loans may
only be converted into LIBOR Loans in a minimum amount of $1,000,000 and
integral multiples of $500,000 in excess thereof and (iv) no conversion pursuant
to this Section 2.6 shall result in a greater number of Borrowings than is
permitted under Section 2.1.

          (b) The Borrower shall have the option to continue all or a portion
(which portion shall not be less than the minimum aggregate principal amount or
integral multiple in excess thereof specified in Section 2.2) of the outstanding
principal amount of LIBOR Loans made pursuant to one or more Borrowings as LIBOR
Loans after the last day of the then current Interest Period, provided that no
                                                              -------- ----
Default or Event of Default exists on the date of continuation.

          (c) Each such conversion shall be effected by the Borrower by giving
the Administrative Agent at its Notice Office prior to 1:00 p.m. New York time
at least three Business Days' prior notice in the form of Exhibit C (each a
"Notice of Conversion") signed by an Authorized Representative specifying the
 --------------------
Loans to be so converted and, if Base Rate Loans are to be converted into LIBOR
Loans, the initial Interest Period to be applicable thereto. Each such
continuation shall be effected by the Borrower by giving the Administrative
Agent at its Notice Office prior to 1:00 p.m. New York time at least three
Business Days' prior notice in the form of Exhibit D (each a "Notice of
                                           ---------          ---------
Continuation") signed by an Authorized Representative specifying the LIBOR Loans
------------
(or portions) to be so continued and the subsequent Interest Period applicable
thereto. The Administrative Agent shall promptly give each Bank notice of any
such proposed conversion or continuation affecting any of its Loans.

                                      32                               EXECUTION
<PAGE>

          2.7  Pro Rata Borrowings. All Borrowings of Loans under this Agreement
               -------------------
shall be incurred from the Banks pro rata on the basis of their Commitments. It
is understood that no Bank shall be responsible for any default by any other
Bank of its obligation to make Loans hereunder and that each Bank shall be
obligated to make the Loans provided to be made by it hereunder regardless of
the failure of any other Bank to make its Loans hereunder.

          2.8  Interest.
               --------
          (a) Subject to Section 2.8(c), the Borrower agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan from the date the
proceeds thereof are made available to the Borrower until the maturity thereof
(whether by acceleration or otherwise) at a rate per annum which shall be the
sum of the Base Rate in effect from time to time plus the Applicable Base Rate
                                                 ----
Margin.

          (b) Subject to Section 2.8(c), the Borrower agrees to pay interest in
respect of the unpaid principal amount of each LIBOR Loan from the date the
proceeds thereof are made available to the Borrower until the maturity thereof
(whether by acceleration or otherwise) at a rate per annum which shall, during
each Interest Period applicable thereto, be the sum of the Adjusted LIBOR for
such Interest Period plus the Applicable LIBOR Margin.

          (c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan and any other overdue amount payable by the
Borrower hereunder shall bear interest at a rate per annum equal to 2.0% per
annum in excess of the Base Rate in effect from time to time. During the
continuance of an Event of Default (other than an Event of Default arising from
the failure of the Borrower to pay the principal of, or interest on, any Loan or
any other amount when due), each Loan and other amount payable by the Borrower
hereunder shall bear interest at a rate per annum equal to 2.0% per annum in
excess of the interest rate in effect therefor immediately prior to the
occurrence of such Event of Default.

          (d) Accrued (and theretofore unpaid) interest shall be payable (i) in
respect of each Base Rate Loan, quarterly in arrears on the last Business Day of
each Fiscal Quarter, (ii) in respect of each LIBOR Loan, on the last day of each
Interest Period applicable thereto and, in the case of an Interest Period in
excess of three months, on each date occurring at three-month intervals after
the first day of such Interest Period and (iii) in respect of each Loan, on any
prepayment (on the amount prepaid), on any scheduled payment, at maturity
(whether by acceleration or otherwise) and, after such maturity, on demand.

          (e)  On each Interest Determination Date, the Administrative Agent
shall determine the interest rate for the LIBOR Loans for which such
determination is being made and shall promptly notify the Borrower and the Banks
thereof. Each such determination shall, absent manifest error, be final and
conclusive and binding on all parties hereto.

                                      33                               EXECUTION
<PAGE>

          2.9  Interest Periods. At the time it gives any Notice of Borrowing,
               ----------------
Notice of Conversion or Notice of Continuation in respect of the making of or
conversion into, or continuation of any LIBOR Loan (in the case of the initial
Interest Period applicable thereto), the Borrower shall have the right to elect,
by giving the Administrative Agent notice thereof, the interest period (each an
"Interest Period") applicable to such LIBOR Loan, which Interest Period shall,
 ---------------
at the option of the Borrower, in the case of a LIBOR Loan, be a one, two, three
or six month period, provided that: (a) all LIBOR Loans comprising a Borrowing
shall at all times have the same Interest Period except as otherwise required by
Section 2.10(b); (b) the initial Interest Period for any LIBOR Loan shall
commence on the date of Borrowing of such Loan (including the date of any
conversion thereof into a Loan of a different Type) and each Interest Period
occurring thereafter in respect of such Loan shall commence on the day on which
the next preceding Interest Period applicable thereto expires; (c) if any
Interest Period relating to a LIBOR Loan begins on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period, such Interest Period shall end on the last Business Day of such calendar
month; (c) if any Interest Period would otherwise expire on a day which is not a
Business Day, such Interest Period shall expire on the next succeeding Business
Day, provided that if any Interest Period would otherwise expire on a day which
is not a Business Day but is a day of the month after which no further Business
Day occurs in such month, such Interest Period shall expire on the next
preceding Business Day; and (d) no Interest Period shall extend beyond the Loan
Maturity Date. If upon the expiration of any Interest Period applicable to a
LIBOR Loan, the Borrower has failed to deliver to the Administrative Agent a
Notice of Continuation in accordance with Section 2.6(c) for such LIBOR Loan,
the Borrower shall be deemed to have elected to convert such Loan into a Base
Rate Loan effective as of the expiration date of such current Interest Period.

          2.10 Increased Costs, Illegality, etc.
               ---------------------------------

          (a)  In the event that any Bank or any Issuing Bank, as applicable,
shall have determined (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto but, with respect to
clause (i) below, may be made only by the Administrative Agent):

               (i)   on any Interest Determination Date that, by reason of any
changes arising after the date of this Agreement affecting the interbank
Eurodollar market, adequate and fair means do not exist for ascertaining the
applicable interest rate on any basis provided for in the definition of LIBOR;
or

               (ii)  at any time, that such Bank or the Issuing Bank, as
applicable, shall incur increased costs or reductions in the amounts received or
receivable hereunder with respect to any LIBOR Loan or Letter of Credit because
of (A) the occurrence or existence of any Regulatory Change and/or (B) other
circumstances arising after the date of this Agreement affecting such Bank,
Issuing Bank or the interbank Eurodollar market or the position of such Bank or
Issuing Bank in such market; or

               (iii) at any time, that the making or continuance of any LIBOR
Loan or the issuance of a Letter of Credit has been made (A) unlawful by any law
or governmental rule,

                                       34                              EXECUTION
<PAGE>

regulation or order, (B) impossible by compliance by such Bank or Issuing Bank
with any governmental request (whether or not having force of law) or (C)
impracticable as a result of a contingency occurring after the date of this
Agreement which materially and adversely affects the interbank Eurodollar
market;

then, and in any such event, such Bank or Issuing Bank (or, in the case of
clause (i) above, the Administrative Agent) shall promptly give notice (by
telephone confirmed in writing) to the Borrower and, except in the case of
clause (i) above, to the Administrative Agent of such determination (which
notice the Administrative Agent shall promptly transmit to each of the other
Banks). Thereafter (x) in the case of clause (i) above, LIBOR Loans shall no
longer be available until such time as the Administrative Agent notifies the
Borrower and the Banks that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion or Notice of Continuation given by the Borrower with respect to LIBOR
Loans which have not yet been incurred (including by way of conversion or
continuation) shall be deemed rescinded by the Borrower, (y) in the case of
clause (ii) above, the Borrower shall pay to such Bank or Issuing Bank, upon
written demand therefor, such additional amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such
Bank or Issuing Bank in its sole discretion shall determine) as shall be
required to compensate such Bank or Issuing Bank for such increased costs or
reductions in amounts received or receivable hereunder (a written notice as to
the additional amounts owed to such Bank or Issuing Bank, showing the basis for
the calculation thereof submitted to the Borrower by such Bank or Issuing Bank
shall, absent manifest error, be final and conclusive and binding on all the
parties hereto) and (z) in the case of clause (iii) above, take one of the
actions specified in Section 2.10(b) as promptly as possible and, in any event,
within the time period required by law.

          (b)  At any time that any LIBOR Loan is affected by the circumstances
described in Section 2.10(a)(ii), the Borrower may, and at any time that any
LIBOR Loan is affected by the circumstances described in Section 2.10(a)(iii),
the Borrower shall, either (i) if the affected LIBOR Loan is then being made
initially or pursuant to a conversion, cancel said Borrowing or conversion by
giving the Administrative Agent notice by telephone (confirmed in writing) of
the cancellation on the same date that the Borrower was notified by the Bank or
the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii), or (ii) if
the affected LIBOR Loan is then outstanding, upon at least three Business Days'
written notice to the Administrative Agent, require the affected Bank to convert
such LIBOR Loan into a Base Rate Loan or Loans, provided that, if more than one
Bank is affected at any time, then all affected Banks must be treated the same
pursuant to this Section 2.10(b).

          (c)  If any Bank determines at any time that any Regulatory Change
will have the effect of increasing the amount of capital required or expected to
be maintained by such Bank based on the existence of such Bank's or Issuing
Bank's Commitment Obligation hereunder or its obligations hereunder, then the
Borrower shall pay to such Bank or Issuing Bank, upon its written demand
therefor, such additional amounts as shall be required to compensate such Bank
or Issuing Bank for the increased cost to such Bank or Issuing Bank as a result
of such increase of capital. In determining such additional amounts, each Bank
will act reasonably and in good faith and will use averaging and attribution
methods which are reasonable, provided that such Bank's or Issuing Bank's
determination of compensation owing under this Section 2.10(c) shall, absent
manifest error, be final

                                       35                         EXECUTION
<PAGE>

and conclusive and binding on all the parties hereto. Each Bank and each Issuing
Bank, upon determining that any additional amounts will be payable pursuant to
this Section 2.10(c), will give prompt written notice thereof to the Borrower,
which notice shall show the basis for calculation of such additional amounts,
although the failure to give any such notice shall not release or diminish any
of the Borrower's obligations to pay additional amounts pursuant to this Section
2.10(c).

          2.11 Compensation. The Borrower shall compensate each Bank, upon its
               ------------
written request (which request shall set forth the basis for requesting such
compensation and shall, absent manifest error, be final and conclusive and
binding on all the parties hereto), for all reasonable losses, expenses and
liabilities (including, without limitation, any loss, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Bank to fund its LIBOR Loans) which such Bank may sustain: (a)
if for any reason (other than a default by such Bank or the Administrative
Agent) a Borrowing of, or conversion from or into, or continuation of, LIBOR
Loans does not occur on a date specified therefor in a Notice of Borrowing or
Notice of Conversion or Notice of Continuation (whether or not withdrawn by the
Borrower or deemed rescinded pursuant to Section 2.10(a)); (b) if any repayment
(including any prepayment made pursuant to Sections 3.2 or 3.3) or conversion of
any of its LIBOR Loans occurs on a date which is not the last day of an Interest
Period with respect thereto; (c) if any prepayment of LIBOR Loans is not made on
any date specified in a notice of prepayment given by the Borrower; or (d) as a
consequence of (i) any other default by the Borrower to repay its Loans when
required by the terms of this Agreement or the Note of such Bank or (ii) any
action taken pursuant to Section 2.10(b) or (iii) the operation of and/or any
action taken pursuant to Section 2.1 (including, without limitation, any loss,
expense or liability incurred: (x) by any Existing Bank by reason of the
liquidation or reemployment of deposits or other funds required by such Existing
Bank to fund its Existing LIBOR Loans, and (y) by any New Bank by reason of the
employment of deposits or other funds required by such New Bank to fund its New
LIBOR Loans deemed made on the Effective Date).

     SECTION 3. FEES AND PAYMENT.
                ----------------

          3.1  Fees.
               ----

          (a)  The Borrower agrees to pay to the Administrative Agent for
distribution to each Bank a commitment fee (a "Commitment Fee") for the period
                                               --------------
from the Closing Date until the Loan Maturity Date (or such earlier date as the
Total Commitment shall have been terminated) computed at a rate equal to the
Applicable Commitment Fee Percentage on the daily average Unutilized Commitment
of such Bank. Accrued Commitment Fee shallbe due and payable quarterly in
arrears on the last Business Day of each March, June, September and December of
each year, commencing with March 2001, and on the Loan Maturity Date or upon
such earlier date as the Commitment Obligation for such Bank has been
terminated.

          (b)  The Borrower shall pay to the Administrative Agent, for its own
account, such fees as may be agreed to from time to time in a separate letter
agreement between the Borrower and the Administrative Agent.

                                       36                          EXECUTION
<PAGE>

          (c)  The Borrower agrees to pay (i) to the Administrative Agent for
the account of each Bank (y) a participation fee with respect to its
participations in standby Letters of Credit, which shall accrue at a rate equal
to the Applicable LIBOR Margin on the average daily amount of such Bank's LC
Exposure in respect of standby Letters of Credit (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date on which
such Bank's Commitment terminates and the date on which such Bank ceases to have
any LC Exposure and (z) a participation fee with respect to its participations
in documentary Letters of Credit at a rate per annum to be agreed between the
Borrower and Required Banks, and (ii) to each Issuing Bank a fronting fee, which
shall accrue at the rate or rates per annum separately agreed upon between the
Borrower and such Issuing Bank on the average daily amount of its LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date of termination of the Commitments and the date on which there
ceases to be any LC Exposure, as well as such Issuing Bank's standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit
or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing with March 2001; provided that all such fees shall be
                                      --------
payable on the date on which the Commitments terminate and any such fees
accruing after the date on which the Commitments terminate shall be payable on
demand. Any other fees payable to any Issuing Bank pursuant to this paragraph
shall be payable within 10 days after demand. All participation fees and
fronting fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

          3.2  Reduction of Commitments; Voluntary Prepayments. (a) The Borrower
               -----------------------------------------------
may at any time terminate, or from time to time reduce, the Commitments;
provided that (i) each reduction of the Commitments shall be in an amount that
--------
is an integral multiple of $5,000,000 and not less than $5,000,000 and (ii) the
Borrower shall not terminate or reduce the Commitments if, after giving effect
to any concurrent prepayment of the Loans in accordance with Section 3.2(b), the
sum of the Credit Exposure would exceed the Total Commitments. The Borrower
shall notify the Administrative Agent of any election to terminate or reduce the
Commitments under this Section 3.2(a) at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and
the effective date thereof. Promptly following receipt of any notice, the
Administrative Agent shall advise the Banks of the contents thereof. Each notice
delivered by the Borrower pursuant to this Section shall be irrevocable.  Any
termination or reduction of the Commitments shall be permanent. Each reduction
of the Commitments shall be made ratably among the Banks in accordance with
their respective Commitments.

          (b)  The Borrower shall have the right to prepay the Loans, without
premium or penalty, in whole or in part from time to time on the following terms
and conditions:  (a) the Borrower shall give the Administrative Agent at its
Notice Office at least three Business Days' prior notice in the case of LIBOR
Loans and one Business Day's prior notice in the case of Base Rate Loans of its
intent to prepay the applicable Loans, the amount of such prepayment and the
Types of Loans to be prepaid and, in the case of LIBOR Loans, the specific
Borrowing or Borrowings pursuant to which made, which notice the Administrative
Agent shall promptly transmit to each

                                       37                         EXECUTION
<PAGE>

Bank (b) each prepayment shall be in an aggregate principal amount of at least
$1,000,000, provided that no partial prepayment of LIBOR Loans made pursuant to
any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing
to an amount less than $1,000,000; (c) prepayments of LIBOR Loans made pursuant
to this Section 3.2 may only be made on the last day of an Interest Period
applicable thereto; and (d) each prepayment in respect of any Loans made
pursuant to a Borrowing shall be applied among such Loans in order of maturity.

          3.3  Mandatory Prepayments and Reduction of Commitments.
               --------------------------------------------------

          (a)  On any day on which the aggregate of the Credit Exposures of all
the Banks exceeds the Total Commitments as then in effect, the Borrower shall
immediately prepay principal of the Loans in an amount equal to such excess.

          (b)  In the event the Borrower or any of its Subsidiaries:

               (i) (1) sells, leases or subleases, assigns, conveys, transfers
or otherwise disposes of any of its assets (an "Asset Disposition") other than
                                                -----------------
(x) inventory or licenses granted in the ordinary course of business or (y)
obsolete or worn out property or (z) any such other assets to the extent that
the Sale Proceeds (as defined below) in respect of such other assets sold in any
single transaction or related series of transactions is equal to $750,000 or
less and less than $5,000,000 in aggregate during the term of this Agreement or
(2) receives insurance proceeds as a result of the loss of, or damage to, any of
its assets ("Insurance Proceeds") and, in the case of clause (1) or (2), either
             ------------------
(x) the result of which is that Borrower is no longer in compliance with the
covenants contained herein or (y) Borrower does not deliver to the
Administrative Agent within five Business Days thereof written notice (a
"Replacement Notice") signed by an Authorized Representative of its intent to
 ------------------
use a specified portion (which may be 100%) of the proceeds of such Asset
Disposition ("Sale Proceeds") or Insurance Proceeds to purchase or otherwise
              -------------
acquire replacement assets or repair assets within (A) 60 days in the case of
personal property or (B) 180 days in the case of real property;

               (ii)  delivers to the Administrative Agent a Replacement Notice
but does not purchase or otherwise acquire replacement assets or repair assets
within 60 days or 180 days, as the case may be, of its receipt of Sale Proceeds
or Insurance Proceeds;

               (iii) delivers to the Administrative Agent a Replacement Notice
but does not use all of the amount specified therein to purchase or otherwise
acquire replacement assets or repair assets within said 60-day period or 180-day
period, as the case may be;

               (iv)  receives Net Proceeds of Debt Issuance;

          then,

               (i)   in the case of clauses (b)(i), (b)(ii) and (b)(v) the Loans
shall be prepaid (with the Loans of each Bank repaid on a pro rata basis) by an
amount equal to 75% of the (y) Sale Proceeds (net of the reasonable costs of
such disposition and the marginal increase in taxes, if any, which may result to
the Borrower as a result of the Asset Disposition which gave rise to such

                                       38                          EXECUTION
<PAGE>

Sale Proceeds), or (z) the Insurance Proceeds (net of the reasonable costs of
the Borrower in collecting such Insurance Proceeds);

               (ii)  in the case of clause (b)(iii), the Loans shall be repaid
(with the Loans of each Bank repaid on a pro rata basis) by an amount equal to
75% of the unused Sale Proceeds (net of a pro rata portion (based on unused Sale
Proceeds over total Sale Proceeds) of the reasonable costs of such Asset
Disposition and a pro rata portion (based on unused Sale Proceeds over total
Sale Proceeds) of the marginal increase in taxes, if any, which may result to
the Borrower as a result of the Asset Disposition which gave rise to such Sale
Proceeds) or 75% of the unused Insurance Proceeds (net of a pro rata portion
(based on unused Insurance Proceeds over total Insurance Proceeds) of the
reasonable costs of collecting such Insurance Proceeds); and

               (iii) in the case of clause (b)(iv), the Loans shall be repaid
(with the Loans of each Bank repaid on a pro rata basis) by an amount equal to
100% of the Net Proceeds of Debt Issuance.

          (c)  With respect to each prepayment of Loans required by Section
3.3(a), the Borrower may designate the Types of Loans which are to be prepaid
and, in the case of LIBOR Loans, the specific Borrowing or Borrowings pursuant
to which such LIBOR Loans were made, provided that: (i) if any prepayment of
LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding
Loans made pursuant to such Borrowing to an amount less than $1,000,000, such
outstanding Loans shall immediately be converted into Base Rate Loans; and (ii)
each prepayment of any Loans made pursuant to a Borrowing shall be applied among
such Loans in order of maturity. In the absence of a designation by the Borrower
as described in the preceding sentence, the Administrative Agent shall, subject
to the above, make such designation in its sole discretion.

          3.4  Principal Repayment. The outstanding principal balance of all
               -------------------
Loans shall be paid on the Loan Maturity Date.



          3.5  Method and Place of Payment. Except as otherwise specifically
               ---------------------------
provided herein, all payments under this Agreement or any Note shall be made to
the Administrative Agent for the account of the Bank or Banks or Issuing Bank
entitled thereto not later than 1:00 p.m. New York time on the date when due and
shall be made in Dollars in immediately available funds at the Payment Account
of the Administrative Agent. Whenever any payment to be made hereunder or under
any Note shall be stated to be due on a day which is not a Business Day, the due
date thereof shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest shall be payable at the applicable
rate during such extension.

          3.6  Net Payments. All payments made by the Borrower hereunder or
               ------------
under any Note will be made without setoff, counterclaim or other defense. All
such payments will be made free and clear of, and without deduction or
withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or
therein (but excluding, except as provided below, any tax imposed on or measured
by the net income of a Bank pursuant to the laws of the jurisdiction (or any
political subdivision or taxing authority thereof or therein) in

                                       39                          EXECUTION
<PAGE>

which the principal office or Applicable Lending Office of such Bank is located)
and all interest, penalties or similar liabilities with respect thereto
(collectively, "Taxes"). The Borrower shall also reimburse each Bank, upon the
                -----
written request of such Bank, for taxes imposed on or measured by the net income
of such Bank pursuant to the laws of the jurisdiction (or any political
subdivision or taxing authority thereof or therein) in which the principal
office or Applicable Lending Office of such Bank is located as such Bank shall
determine are payable by such Bank in respect of amounts paid to or on behalf of
such Bank pursuant to the preceding sentence (collectively, "Additional Taxes").
                                                             ----------------
If any Taxes or Additional Taxes are so levied or imposed, the Borrower agrees
to pay the full amount of such Taxes and Additional Taxes as may be necessary so
that every payment of all amounts due hereunder or under any Note, after
withholding or deduction for or on account of any Taxes and Additional Taxes,
will not be less than the amount provided for herein or in such Note. The
Borrower will furnish to the Administrative Agent within 45 days after the date
the payment of any Taxes or Additional Taxes is due pursuant to applicable law
certified copies of tax receipts evidencing such payment by the Borrower. The
Borrower will indemnify and hold harmless each Bank, and reimburse such Bank
upon its written request, for the amount of any Taxes and/or Additional Taxes so
levied or imposed and paid by such Bank.

     SECTION 4. CONDITIONS PRECEDENT.
                --------------------

          4.1  Conditions to Existing Loans. The conditions to the making of the
               ----------------------------
Existing Loans have been satisfied.

          4.2  Conditions to Effectiveness of this Agreement. The effectiveness
               ---------------------------------------------
of this Amended and Restated Credit Agreement and the obligation of each Bank to
make its initial Loans on or after the Effective Date is subject to the
satisfaction of the conditions set forth in Section 4.3 and to the satisfaction
of the following conditions:

          (a)  To the extent requested by a Bank, there shall have been
delivered to the Administrative Agent for the account of such Bank a Note
executed by the Borrower in the amount, maturity and as otherwise provided
herein;

          (b)  The Administrative Agent shall have received a certificate, dated
the Effective Date, signed by the President or any Vice President of each Credit
Party and attested to by the Secretary or any Assistant Secretary of each Credit
Party in the form of Exhibit F or Exhibit G as applicable, with appropriate
                     ---------    ---------
insertions, together with copies of the Articles or Certificate of Incorporation
and Bylaws of such Credit Party and the resolutions of such Credit Party
referred to in such certificate together with a good standing certificate from
the Secretary of State of its jurisdiction of formation or incorporation and
each other state in which such Credit Party is qualified as a foreign Person to
do business each dated a recent date prior to the Effective Date (authorizing
the execution, delivery and performance of the Credit Documents to which it is a
party to be executed prior to the Effective Date);

          (c)  All corporate and legal proceedings and all instruments and
agreements in connection with the transactions contemplated in this Agreement
and the other Transaction Documents shall be satisfactory in form and substance
to the Banks, and the Administrative Agent

                                       40                          EXECUTION
<PAGE>

shall have received all information and copies of all documents and papers,
including records of corporate proceedings and governmental approvals, if any,
which any Bank reasonably may have requested in connection therewith, such
documents and papers where appropriate to be certified by proper corporate or
governmental authorities;

          (d)  To the extent not otherwise satisfied pursuant to Credit
Documents and filings made prior to the Effective Date pursuant to the Existing
Credit Agreement, Collateral Agent shall have received evidence satisfactory to
it that each Credit Party shall have taken or caused to be taken all such
actions, executed and delivered or caused to be executed and delivered all such
agreements, documents and instruments, and made or caused to be made all such
filings and recordings (other than the filing or recording of items described in
clauses (iii), (iv) and (v) below) that may be necessary or, in the reasonable
opinion of Collateral Agent, desirable in order to create in favor of Collateral
Agent, for the benefit of Secured Parties, a valid and (upon such filing and
recording) perfected First Priority security interest in the Collateral. Such
actions shall include the following:

               (i)   Schedules to Security Documents. Delivery to Administrative
                     -------------------------------
Agent of accurate and complete schedules to all of the applicable Security
Documents.

               (ii)  Stock Certificates, Instruments and Certificates of Title.
                     ---------------------------------------------------------
Delivery to Collateral Agent of (a) certificates (which certificates shall be
accompanied by irrevocable undated stock powers, duly endorsed in blank and
otherwise satisfactory in form and substance to Collateral Agent) representing
all capital stock or other equity interests pledged pursuant to the Security
Documents, (b) all promissory notes or other instruments (duly endorsed, where
appropriate, in a manner satisfactory to Collateral Agent) evidencing any
Collateral and (c) except as otherwise set forth in the Security Documents,
certificates of title, indicating thereon the Lien created under the Security
with respect to any item of equipment covered by a certificate of title issued
under a statute of any state requiring such indication of such security interest
as a condition of perfection thereof;

               (iii) Lien Searches and UCC Termination Statements.  Delivery to
                     --------------------------------------------
Collateral Agent of (a) the results of a recent search, by a Person reasonably
satisfactory to Collateral Agent, of all effective UCC financing statements and
fixture filings and all judgment and tax lien filings which may have been made
with respect to any personal or mixed property of any Credit Party, together
with copies of all such filings disclosed by such search, and (b) UCC
termination statements duly executed by all applicable Persons for filing in all
applicable jurisdictions as may be necessary to terminate any effective UCC
financing statements or fixture filings disclosed in such search (other than any
such financing statements or fixture filings in respect of Liens permitted to
remain outstanding pursuant to the terms of this Agreement);

               (iv)  UCC Financing Statements and Fixture Filings. Delivery to
                     --------------------------------------------
Collateral Agent of UCC-1 and UCC-3 financing statements and, where appropriate,
fixture filings, duly executed by each applicable Credit Party with respect to
all personal and mixed property Collateral of such Credit Party, for filing in
all jurisdictions as may be necessary or, in the opinion of Collateral Agent,
desirable to perfect the security interests created in such Collateral pursuant
to the Security Documents;

                                       41                    EXECUTION
<PAGE>

               (v)   PTO Cover Sheets, Etc. Delivery to Collateral Agent of all
                     ---------------------
cover sheets or other documents or instruments required to be recorded with the
PTO or the United States Copyright Office, as applicable, in order to create or
perfect Liens in respect of any U.S. patents, federally registered trademarks or
copyrights, or applications for any of the foregoing, included among the
Collateral; and

               (vi)  Opinions of Local Counsel. To the extent reasonably
                     -------------------------
requested by Collateral Agent, delivery to Collateral Agent of an opinion of
counsel under the laws of each jurisdiction in which any Credit Party or any
material personal or mixed property Collateral is located with respect to the
creation and perfection of the security interests in favor of Collateral Agent
in such Collateral and such other matters governed by the laws of such
jurisdiction regarding such security interests as Collateral Agent may
reasonably request, in each case in form and substance reasonably satisfactory
to Collateral Agent;

          (e)  The Administrative Agent shall be satisfied that, after giving
effect to the making of the initial Loans on or after the Effective Date and the
application of the proceeds thereof by (or on behalf of) the Borrower, the
Borrower shall have outstanding no Indebtedness other than the Loans and
Scheduled Indebtedness;

          (f)  Each Bank shall have received: (i) a copy of the consolidated and
consolidating balance sheets of the Borrower and its Consolidated Subsidiaries,
if any, at December 31, 1999, and copies of the related consolidated and
consolidating statements of operations and stockholders' equity and related
consolidated statement of cash flows of the Borrower and, in the case of the
statement of operations and stockholders' equity, its Consolidated Subsidiaries,
if any, for the Fiscal Year then ended (together with the financial notes
thereto, the "Financial Statements"), together, in the case of the consolidated
              --------------------
financial statements, with an unqualified certification by an independent
certified public accountant of recognized national standing and reasonably
satisfactory and (ii) a copy of the consolidated balance sheets of the Borrower
and its Consolidated Subsidiaries, if any, at September 30, 2000, and copies of
the related consolidated statements of operations and stockholders' equity and
related consolidated statement of cash flows of the Borrower and, in the case of
the statement of operations and stockholders' equity, its Consolidated
Subsidiaries, if any, for the nine month period then ended;

          (g)  The Administrative Agent shall have received originally executed
copies of the favorable written opinions of Cooley Godward LLP, Piper Marbury
Rudnick & Wolfe LLP, Skadden, Arps, Slate, Meagher & Flom, Gonzales, Calvillo &
Forestieri each in the respective forms set out in Exhibit M and as to such
other matters as the Administrative Agent may reasonably request and addressed
to the Agents and the Banks and otherwise in form and substance reasonably
satisfactory to Administrative Agent and dated the Effective Date;

          (h)  [not used]

          (i)  The Borrower shall have paid to the Administrative Agent all fees
due on the Effective Date in accordance with Section 3.1(a) and in accordance
with the letter agreement

                                       42                         EXECUTION
<PAGE>

referenced in Section 3.1(b) and all costs and expenses owing to the
Administrative Agent, the Banks and the Administrative Agent's counsel through
the Effective Date;

          (j)  The Administrative Agent shall have received originals executed
by all parties thereto of the Credit Documents not previously executed;

          (k)  The organizational structure of Borrower and its Subsidiaries
shall be as set forth on Schedule 11 and the capital structure and ownership of
Borrower and its Subsidiaries shall be reasonably satisfactory to the
Administrative Agent in all respects and as set forth on Schedule 11;

          (l)  Each Credit Party shall have obtained all Government
Authorizations and all consents of other Persons, in each case that are
necessary in connection with the transactions contemplated by the Credit
Documents and the continued operation of the business conducted by Borrower and
its Subsidiaries, and each of the foregoing shall be in full force and effect,
in each case other than those the failure to obtain or maintain which, either
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect;

          (m)  Borrower shall have delivered to Administrative Agent an
Authorized Representative's Certificate, in form and substance satisfactory to
Administrative Agent, to the effect that immediately prior to the Effective
Date, no event has occurred and is continuing that would constitute a Default or
Event of Default under the Existing Credit Agreement;

          (n)  On the Effective Date, Administrative Agent shall have received a
Certificate dated the Effective Date, in form satisfactory to the Administrative
Agent and with appropriate attachments, in each case demonstrating that, after
giving effect to the consummation of the transactions contemplated by the Credit
Documents, Borrower and its Subsidiaries will be Solvent.

          (o)  Administrative Agent shall have received a certificate from
Borrower's insurance broker or other evidence satisfactory to it that all
insurance required to be maintained pursuant to Section 6.3 is in full force and
effect and that Collateral Agent, on behalf of Secured Parties, and Secured
Parties have been named as additional insured and Collateral Agent, on behalf of
Secured Parties, as loss payee thereunder to the extent required under Section
6.3.

          All the Notes, certificates and other documents and papers referred to
in this Section 4.2, unless otherwise specified, shall be delivered to the
Administrative Agent and the Collateral Agent at the Agent's Notice Office for
the account of each of the Banks and, except for the Notes, in sufficient
counterparts for each of the Banks, and shall be satisfactory in form and
substance to the Banks.

          4.3  All Credit Events. The obligation of each Bank to make any Loan
               -----------------
and of the Issuing Bank to issue any Letter of Credit hereunder is subject, at
the time of each Credit Event (except as hereinafter indicated), to the
satisfaction of the following conditions:

                                       43                          EXECUTION
<PAGE>

          (a)  At the time of each Credit Event and also after giving effect
thereto (i) there shall exist no Default or Event of Default and (ii) all
representations and warranties contained herein and in the other Transaction
Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of
the date of such Credit Event (except to the extent that a representation and
warranties speaks specifically of an earlier date, in which case such
representation and warranty shall be true and correct as of such earlier date);

          (b)  Prior to each Credit Event the Administrative Agent shall have
received a Notice of Borrowing with respect thereto meeting the requirements of
Sections 2.3 or 2.1A(b) as applicable; and

          (c)  The Borrower shall have certified in the Notice of Borrowing or
the Notice to Request Letter of Credit, as applicable, that, after giving effect
to the proposed Borrowing, no Default or Event of Default shall have occurred
and be continuing.

          The Borrower's acceptance of the benefits of each Credit Event shall
constitute a representation and warranty by the Borrower to the Administrative
Agent and each of the Banks that all the conditions specified in Section 4.3
exist as of that time.

     SECTION 5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
                ------------------------------------------

          In order to induce the Agents, Banks and Issuing Banks to enter into
this Agreement and to make the Loans and issue the Letters of Credit, the
Borrower makes the following representations, warranties and agreements as of
the date of this Agreement, Effective Date and the date of each Credit Event,
which shall survive the execution and delivery of this Agreement and the Notes
and the making of the Loans:

          5.1  Status.  Each Credit Party (a) is a duly organized and validly
               ------
existing corporation in good standing under the laws of the jurisdiction of its
incorporation, (b) has the power and authority to own its property and assets
and to transact the business in which it is engaged and (c) is duly qualified as
a foreign corporation and in good standing in each jurisdiction where the
failure to be so qualified could not reasonably be expected to have a Material
Adverse Effect.

          5.2  Corporate Power Execution and Delivery; Enforceability. Each
               ------------------------------------------------------
Credit Party has the corporate power to execute, deliver and perform the terms
and provisions of each of the Transaction Documents to which it is a party and
has taken all necessary corporate action to authorize the execution, delivery
and performance by it of each of such Transaction Documents to which it is a
party. Each Credit Party has duly executed and delivered each of the Transaction
Documents to which it is a party, and each of such Transaction Documents to
which it is a party constitutes its legal, valid and binding obligation
enforceable in accordance with its terms (except as such enforceability may be
limited by (i) bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law)).

                                       44                      EXECUTION
<PAGE>

          5.3  No Violation. Neither the execution, delivery or performance by
               ------------
any Credit Party of the Transaction Documents to which such Person is a party
nor compliance by it with the terms and provisions thereof, nor the use of the
proceeds of the Loans, (a) will contravene any material provision of any law,
statute, rule or regulation or any order, writ, injunction or decree of any
court or governmental instrumentality binding upon such Credit Party, (b) will
conflict or be inconsistent with or result in any material breach of any of the
terms, covenants, conditions or provisions of, or constitute a material default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien (except pursuant to the Security Documents) upon any of the
property or assets of any Credit Party pursuant to the terms of, any indenture,
mortgage, deed of trust, credit agreement, loan agreement or any other material
agreement, contract or instrument to which such Credit Party is a party or by
which it or any of its property or assets is bound or to which it may be subject
or (c) will violate any provision of the articles of incorporation or bylaws of
any Credit Party.

          5.4  Approvals. To the best of Borrower's knowledge having made due
               ---------
enquiry, no Government Authorization or other order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made or provided for prior to the Effective
Date), or exemption by, any governmental or public body or authority, or any
subdivision thereof, or any other Person is required to authorize, or is
required in connection with, (a) the execution, delivery and performance by any
Credit Party of any Transaction Document or (b) the legality, validity, binding
effect or enforceability of any such Transaction Document.

          5.5  Financial Statements; Financial Condition; Undisclosed
               ------------------------------------------------------
               Liabilities; etc.
               ----------------

          (a)  The Financial Statements, the consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries, at September 30, 2000, and the
related consolidated statements of operations and stockholders' equity and
related statement of cash flows of the Borrower and its Consolidated
Subsidiaries, for the nine-month period, as the case may be, ended on such date
and heretofore furnished to the Banks present fairly (i) the consolidated
financial condition of the Borrower and its Consolidated Subsidiaries at
December 31, 1999 and the consolidated results of the operations of the Borrower
and its Consolidated Subsidiaries for the Fiscal Year ended December 31, 1999,
(ii) the financial condition of each Consolidated Subsidiary of the Borrower at
December 31, 1999 and the results of the operations of each Consolidated
Subsidiary of the Borrower for the Fiscal Year ended December 31, 1999, in each
case determined on a nonconsolidated basis, and (iii) the financial condition of
the Borrower and its Subsidiaries at September 30, 2000 and the results of the
operations of the Borrower and its Consolidated Subsidiaries for the nine-month
period ended September 30, 2000. All such financial statements have been
prepared in accordance with GAAP except, in the case of the financial statements
for the nine-month period ended on September 30, 2000, for (x) normal year-end
audit adjustments and (y) the failure to use consolidation principles and full
footnote disclosure.

          (b)  Since December 31, 1999, there has been no Material Adverse
Effect.

          (c)  Except as fully reflected in the financial statements described
in Section 5.5(a), there are no liabilities or obligations with respect to the
Borrower or any of its Subsidiaries

                                       45                       EXECUTION
<PAGE>

of any nature whatsoever (whether absolute, accrued, contingent or otherwise and
whether or not due) which, either individually or in aggregate, would be
material to the Borrower and its Subsidiaries taken as a whole. The Borrower
does not know of any basis for the assertion against the Borrower or any of its
Subsidiaries of any liability or obligation of any nature whatsoever that is not
fully reflected in such financial statements which, either individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.

          5.6  Litigation. There are no actions, suits or proceedings pending
               ----------
or, to the best knowledge of the Borrower, threatened (a) with respect to any
Transaction Document or (b) that could reasonably be expected to have a Material
Adverse Effect.

          5.7  True and Complete Disclosure. All factual information (taken as a
               ----------------------------
whole) heretofore or contemporaneously furnished by or on behalf of any Credit
Party in writing to the Administrative Agent or any Bank (including, without
limitation, all information contained in the Transaction Documents) for purposes
of or in connection with this Agreement or any transaction contemplated herein
is, and all other such factual information (taken as a whole) hereafter
furnished by or on behalf of any Credit Party in writing to the Administrative
Agent or any Bank will be, true and accurate in all material respects on the
date as of which such information is dated or certified and not incomplete by
omitting to state any fact necessary to make such information (taken as a whole)
not misleading at such time in light of the circumstances under which such
information was provided.

          5.8  Use of Proceeds; Margin Regulations; Letters of Credit. All Loans
               ------------------------------------------------------
shall be applied by the Borrower for working capital requirements and general
corporate purposes and acquisitions of assets and capital stock permitted under
Section 7.2. Neither the making of any Loan nor the use of the proceeds thereof
will violate or be inconsistent with the provisions of Regulation T, Regulation
U or Regulation X of the Board of Governors of the Federal Reserve System.
Letters of Credit will be issued only to support ordinary course business
operations.

          5.9  Tax Returns and Payments. Each Credit Party has filed all tax
               ------------------------
returns required to be filed by it and has paid all income taxes payable by it
which have become due pursuant to such tax returns and all other taxes and
assessments payable by it which have become due, other than those not yet
delinquent and except for those contested in good faith and for which adequate
reserves have been established in accordance with GAAP and those for which the
failure to do so would cause a Material Adverse Effect. The Borrower has paid,
or has provided adequate reserves (in the good faith judgment of the management
of the Borrower) for the payment of, all federal and state income taxes
applicable for all prior Fiscal Years and for the current Fiscal Year to the
date hereof.

          5.10 Compliance with ERISA. Each Plan is in substantial compliance
               ---------------------
with ERISA and the Code; no Reportable Event has occurred with respect to a
Plan; no Plan is insolvent or in reorganization; no Plan has an Unfunded Current
Liability, and no Plan has an accumulated or waived funding deficiency, has
permitted decreases in its funding standard account or has applied for an
extension of any amortization period within the meaning of Section 412 of the
Code; none of the Borrower, any Subsidiary thereof or any ERISA Affiliate has
incurred any material liability to or on account of a Plan pursuant to Section
409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201

                                       46                       EXECUTION
<PAGE>

or 4204 of ERISA or expects to incur any liability under any of the foregoing
sections with respect to any such Plan; no proceedings have been instituted to
terminate any Plan; no condition exists which presents a material risk to the
Borrower, any Subsidiary thereof or any ERISA Affiliate of incurring a liability
to or on account of a Plan pursuant to the foregoing provisions of ERISA and the
Code; no Lien imposed under the Code or ERISA on the assets of the Borrower, any
Subsidiary thereof or any ERISA Affiliate exists or is likely to arise on
account of any Plan; and the Borrower and its Subsidiaries may terminate
contributions to any other employee benefit plans maintained by them without
incurring any material liability to any Person interested therein.

          5.11 Capitalization. Aside from those listed in the attached Schedule
               --------------
5, as of the Effective Date, the Borrower does not have outstanding any
securities convertible into or exchangeable for its Capital Stock or outstanding
any rights to subscribe for or to purchase, or any options for the purchase of,
or any agreements providing for the issuance (contingent or otherwise) of or any
calls, commitments or claims of any character relaxing to, its Capital Stock.

          5.12 Scheduled Information.
               ---------------------

          (a)  Schedule 6 correctly sets forth, as of the Effective Date all
holders of Indebtedness (other than Loans and Letters of Credit) of the Borrower
and its Subsidiaries (with the outstanding principal balance of each such
Indebtedness where the outstanding principal amount of such item of Indebtedness
exceeds $100,000. All such Indebtedness listed in Schedule 6 (other than the
first item being Existing Loans) is to remain outstanding after the Effective
Date and is referred to herein as "Scheduled Indebtedness".
                                   ----------------------

          (b)  Part A of Schedule 7 correctly sets forth, as of the Effective
Date, all Liens (other than Liens granted pursuant to the Security Documents)
securing any Indebtedness of the Borrower and its Subsidiaries and Part B of
Schedule 7 correctly sets forth as of the Effective Date all other Liens over
any property (real, personal, tangible, intangible or existing) of the Borrower
and its Subsidiaries.

          (c)  Schedule 8 correctly sets forth a listing as of the Effective
Date of all insurance maintained by the Borrower and its Subsidiaries.

          (d)  Schedule 9 correctly sets forth as of the Effective Date the
address and location of each Real Estate Asset owned by the Borrower and its
Subsidiaries as of the Effective Date and, if applicable, the name and address
of the landlord thereof.

          5.13 Compliance with Statutes, etc. To the best of Borrower's
               -----------------------------
knowledge the Borrower and each Subsidiary is in compliance with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliance as could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.

                                       47                    EXECUTION
<PAGE>

          5.14 Labor Relations. To the best of Borrower's knowledge, neither the
               ---------------
Borrower nor any Subsidiary is engaged in any unfair labor practice that could
reasonably be expected to have a Material Adverse Effect. There is (a) no
significant unfair labor practice complaint pending against the Borrower or any
Subsidiary or, to the best knowledge of the Borrower, threatened against it,
before the National Labor Relations Board, and no significant grievance or
significant arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against the Borrower or any Subsidiary or, to
the best knowledge of the Borrower, threatened against it, (b) no significant
strike, labor dispute, slowdown or stoppage pending against the Borrower or any
Subsidiary or, to the best knowledge of the Borrower, threatened against it and
(c) to the best knowledge of the Borrower, no union representation question
existing with respect to the employees of the Borrower or any Subsidiary such
questions or activities which and, to the best knowledge of the Borrower, no
union organizing activities are taking place, except such questions or
activities which (with respect to any matter specified in clause (a), (b) or (c)
above, either individually or in the aggregate) could not reasonably be expected
to have a Material Adverse Effect.

          5.15 Patents, Licenses, Franchises and Formulas. The Borrower owns all
               ------------------------------------------
the patents, trademarks, permits, service marks, trade names, copyrights,
licenses, franchises and formulas, or rights with respect to the foregoing, and
has obtained assignments of all leases and other tights of whatever nature,
necessary for the present conduct of its and its Subsidiaries' business, without
any known conflict with the rights of others which, or the failure to obtain
which, as the case may be, could not reasonably be expected to have a Material
Adverse Effect.

          5.16 Subsidiaries.  Other than those listed in the attached Schedule
               ------------
10, the Borrower does not have any Subsidiaries. Each Foreign Subsidiary which
is a Material Foreign Subsidiary is identified as such on Schedule 10 or if not
so as of the Effective Date, has been promptly notified to the Administrative
Agent.

          5.17 Investment Company Act. No Credit Party is an "investment
               ----------------------
company" within the meaning of the Investment Company Act of 1940, as amended.

          5.18 Public Utility Holding Company Act. No Credit Party is a "holding
               ----------------------------------
company," or a "subsidiary company" of a "holding company," or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

     SECTION 6. AFFIRMATIVE COVENANTS.
                ---------------------

          The Borrower covenants and agrees that until the Commitment
Obligations have terminated and the Loans and all other amounts evidenced by the
Notes together with interest, and all other obligations incurred hereunder and
thereunder, are paid in full and all Letters of Credit have expired or
terminated and all LC Disbursements shall have been reimbursed:

                                       48                     EXECUTION
<PAGE>

          6.1  Information Covenants. The Borrower will furnish to each Bank and
               ---------------------
the Administrative Agent:

          (a)  Quarterly Financial Statements. Within 45 days after the close of
               ------------------------------
each quarter in each Fiscal Year of the Borrower, the consolidated balance sheet
of the Borrower and its Consolidated Subsidiaries as at the end of such quarter
and the related consolidated statement of operations and stockholders' equity
for such quarter and for the elapsed portion of the Fiscal Year ended with the
last day of such quarter, and, in each case, setting forth comparative figures
for the related periods in the prior Fiscal Year, all of which shall be in form
acceptable to the Administrative Agent and certified by the Borrower's director
of finance, subject to normal year-end audit adjustments.

          (b)  Annual Financial Statements. Within 90 days after the close of
               ---------------------------
each Fiscal Year of the Borrower, the audited consolidated and unaudited
consolidating balance sheets of the Borrower and its Consolidated Subsidiaries
as at the end of such Fiscal Year and the related audited consolidated and
unaudited consolidating statements of operations and stockholders' equity and
related audited consolidated statements of cash flows for such Fiscal Year, in
each case setting forth comparative figures for the preceding Fiscal Year, and
certified, in the case of the consolidated financial statements, by independent
certified public accountants of recognized national standing selected by the
Borrower and reasonably satisfactory to the Administrative Agent. No such
certification shall be qualified as to (i) going concern, or (ii) any limitation
in the scope of the audit.

          (c)  Management Letters. Promptly after the Borrower's receipt
               ------------------
thereof, a copy of any "management letter" received by the Borrower from its
certified public accountants.

          (d)  Budgets.  Within 90 days after the first day of each Fiscal Year
               -------
of the Borrower, a budget in form satisfactory to the Administrative Agent
(including budgeted statements of income and retained earnings, and sources and
uses of cash and balance sheets) prepared by the Borrower for each of the four
Fiscal Quarters of such Fiscal Year accompanied by the statement of the chief
financial officer of the Borrower to the effect that, to the best of his or her
knowledge, the budget is a reasonable estimate for the period covered thereby.

          (e)  Compliance Certificates. At the time of the delivery of the
               -----------------------
financial statements provided for in Section 6.1(a) and (b), a certificate of an
Authorized Representative in the form attached hereto as Exhibit I (each, a
"Compliance Certificates").
 -----------------------

          (f)  Notice of Default or Litigation. Promptly, and in any event
               -------------------------------
within four Business Days after an officer of the Borrower obtains knowledge
thereof notice of (i) the occurrence of any event which constitutes a Default or
Event of Default, (ii) any litigation or governmental proceeding pending against
the Borrower or any of its Subsidiary which could reasonably be expected to have
a Material Adverse Effect.

          (g)  [Not Used]

                                       49                   EXECUTION
<PAGE>

          (h)  Other Reports and Filings. Promptly, copies of (i) all financial
               -------------------------
information and proxy materials, sent by the Borrower to its security holders
acting in such capacity and (ii) all regular and periodic reports and all
registration statements and prospectuses, if any, which the Borrower or any of
its Subsidiaries shall file with the Securities and Exchange Commission or any
governmental agencies substituted therefor.

          (i)  Other Information. From time to time, such other information or
               -----------------
documents (financial or otherwise) as any Bank may reasonably request.

          6.2  Books, Records and Inspections. The Borrower will keep, and will
               ------------------------------
cause each of its Subsidiaries to keep, proper books of record 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.  The Borrower will permit officers and
designated representatives of the Administrative Agent or any Bank to visit and
inspect, under guidance of officers of the Borrower and in compliance with
Borrower's standard security procedures any of the properties of the Borrower or
any Subsidiary and to examine and audit the books of record and account of the
Borrower or any Subsidiary and discuss the affairs, finances and accounts of the
Borrower or any Subsidiary with, and be advised as to the same by, its and their
officers, all at such reasonable times, and upon 48 hours notice, and intervals
and to such reasonable extent as the Administrative Agent or such Bank may
request.

          6.3  Maintenance of Property, Insurance. The Borrower will, and will
               ----------------------------------
cause each of its Subsidiaries to, (a) keep all property useful and necessary in
its business in good working order and condition, ordinary wear and tear
excepted, (b) maintain with financially sound and reputable insurance companies
insurance on all its property in at least such amounts and against at least such
risks as are maintained by companies similarly situated to the Borrower and its
Subsidiaries, but in any event not less than as described in Schedule 8 and (c)
furnish to each Bank, upon written request, full information that is responsive
to such request as to the insurance carried. The provisions of this Section 6.3
shall be deemed to be supplemental to, but not duplicative of, the provisions of
any of the security documents that require the maintenance of insurance. The
Borrower shall ensure that each insurance policy maintained by the Borrower and
each Subsidiary names the Collateral Agent as lender loss payee and the
Administrative Agent, the Collateral Agent and the Banks as additional insureds.

          6.4  Corporate Franchises. The Borrower will do or cause to be done,
               --------------------
all things necessary to preserve and keep in full force and effect its existence
and its Subsidiaries' material rights, franchises, licenses and patents;
provided, however, that nothing in this Section 6.4 shall prevent the withdrawal
--------  -------
by the Borrower or any of its Subsidiaries of its qualification as a foreign
corporation in any jurisdiction where such withdrawal could not reasonably be
expected to have a Material Adverse Effect.

          6.5  Compliance with Statutes, etc. The Borrower will, and will cause
               -----------------------------
each of its Subsidiaries to, comply with all applicable statutes, regulations
and orders of, and all applicable restrictions imposed by, all governmental
bodies, domestic or foreign, in respect of the conduct of its business and the
ownership of its property (including applicable statutes, regulations, orders
and

                                       50                      EXECUTION
<PAGE>

restrictions relating to environmental standards and controls), except such
noncompliances as could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

          6.6  ERISA. As soon as possible and, in any event, within 10 Business
               -----
Days after the Borrower or any ERISA  Affiliate knows or has reason to know any
of the following, the Borrower will deliver to each of the Banks a certificate
of an Authorized Representative setting forth details as to such occurrence and
such action, if any, which the Borrower or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given to
or filed with or by the Borrower, the ERISA Affiliate, the PBGC, a Plan
participant or the Plan Administrator with respect thereto:  that a Reportable
Event has occurred; that an accumulated funding deficiency has been incurred or
an application may be or has been made to the Secretary of the Treasury for a
waiver or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code with respect to a Plan; that a Plan has been or may be
terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA; that a Plan has an Unfunded Current Liability giving rise to a Lien under
ERISA; that proceedings may be or have been instituted to terminate a Plan; that
a proceeding has been instituted pursuant to Section 515 of ERISA to collect a
delinquent contribution to a Plan; or that the Borrower, any Subsidiary thereof
or any ERISA Affiliate will or may incur any liability (including any contingent
or secondary liability) to or on account of the termination of or withdrawal
from a Plan under Section 4062, 4063, 4064, 4201 or 4204 of ERISA or with
respect to a Plan under Section 4971 or 4975 of the Code or Section 409 or
502(i) or 502(1) of ERISA.

          6.7  End of Fiscal Years; Fiscal Quarters. The Borrower shall cause
               ------------------------------------
(a) each of its and each of its Subsidiaries' fiscal years to end on December 31
and (b) each of its and each of its Subsidiaries' Fiscal Quarters to end on the
last day of March, June, September, and December.

          6.8  Performance of Obligations. The Borrower will, and will cause
               --------------------------
each of its Subsidiaries to, perform all its obligations under the terms of each
mortgage, indenture, security agreement and other debt instrument by which it is
bound, except such non-performances as could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.

          6.9  Use of Proceeds: Margin Regulations. The proceeds of each Loan
               -----------------------------------
shall be used by the Borrower and any Subsidiary which is a Guarantor for
working capital and general corporate purposes and acquisitions of assets and
Capital Stock permitted under Section 7.2. Notwithstanding anything to the
contrary contained in this Section 6.9, no part of the proceeds of any Loan will
be used by the Borrower or any such Guarantor to purchase or carry any Margin
Stock or to extend credit to others for the purpose of purchasing or carrying
any Margin Stock.

          6.10 Control. The management of the Borrower shall at all times be
               -------
reasonably satisfactory to the Administrative Agent, it being acknowledged that
management consisting of Masood Tayebi, Massih Tayebi, Thomas Munro and Terry
Ashwill is so satisfactory.

                                       51                   EXECUTION
<PAGE>

          6.11 Landlord Personal Property Collateral Access Agreement.  To the
               ------------------------------------------------------
extent required by the Collateral Agent, within thirty (30) days of the
Effective Date use reasonable efforts to procure the delivery to the Collateral
Agent of a Landlord Personal Property Collateral Access Agreement executed and
delivered by the landlord of each of the first three properties identified on
Schedule 9.  To the extent reasonably required by the Collateral Agent in
respect of material Leasehold Property acquired after the date hereof use
reasonable efforts to procure the delivery to the Collateral Agent of a Landlord
Personal Property Collateral Access Agreement.

          6.12 Subsidiaries. In the event that, after the Effective Date, any
               ------------
Person becomes a Subsidiary of Borrower, Borrower shall promptly (i) deliver to
Collateral Agent certificates (accompanied by irrevocable undated stock powers,
duly endorsed in blank and otherwise satisfactory in form and substance to
Collateral Agent) representing the Capital Stock of such Subsidiary, which shall
be pledged to the Collateral Agent pursuant to a Pledge Agreement and shall
deliver to Collateral Agent such other additional agreements or instruments,
each in form and substance reasonably satisfactory to the Collateral Agent, as
may be necessary or desirable to create in favor of Collateral Agent, for the
benefit of Secured Parties, a valid and perfected First Priority security
interest in all of the Capital Stock of such Subsidiary (but limited in the case
of all Foreign Subsidiaries to only 65% of each Material Foreign Subsidiary),
(ii) cause such Subsidiary (but limited in the case of all Foreign Subsidiaries
to Material Foreign Subsidiaries and then only if, and to the extent there are
no actual or potential adverse tax consequences) to become a Guarantor by
execution and delivery to the Administrative Agent of a Guaranty in the form of
Exhibit K or L as appropriate, and a grantor under the Amended and Restated
Security Agreement (except in the case of a Foreign Subsidiary to the extent
that there are not actual or potential adverse tax consequences) and (iii) take
all such other actions and execute and deliver, or cause to be executed and
delivered, all such other documents, instruments, agreements, and certificates
reasonably requested by the Collateral Agent (subject to the express limitations
set forth in this section 6.12). With respect to each such Subsidiary, Borrower
shall promptly send to Administrative Agent written notice setting forth with
respect to such Subsidiary (i) the date on which such Subsidiary became a
Subsidiary of Borrower, and (ii) all of the data required to be set forth in
Schedules 10 and 11 with respect to all Subsidiaries of Borrower, and such
-------------------
written notice shall be deemed to supplement Schedules 10 and 11 for all
                                             -------------------
purposes hereof.

          6.13 Material Real Estate Assets. In the event that Borrower or any of
               ---------------------------
its Subsidiaries acquires a Material Real Estate Asset, then the Borrower or
such Subsidiary, contemporaneously with acquiring such Material Real Estate
Asset, shall take all such actions and execute and deliver, or cause to be
executed and delivered, all such mortgages, documents, instruments, agreements,
opinions and certificates as may be reasonably requested by Collateral Agent or
Syndication Agent with respect to each such Material Real Estate Asset to create
in favor of Collateral Agent, for the benefit of Secured Parties, a valid and,
subject to any filing and/or recording referred to herein, perfected First
Priority security interest in or lien on such Material Real Estate Asset.
Without prejudice to the generality of the foregoing, in order to create in
favor of Collateral Agent, for the benefit of Secured Parties, a valid and,
subject to any filing and/or recording referred to herein, perfected First
Priority security interest in Material Real Estate Assets, Collateral Agent
shall receive from the Borrower or, as the case may be, the applicable
Subsidiary:

                                       52                      EXECUTION
<PAGE>

               (i)   a fully executed and notarized Mortgage, in proper form for
recording in all appropriate places in all applicable jurisdictions, encumbering
such Material Real Estate Asset (each, a "Mortgaged Property");
                                          -----------------

               (ii)  in the case of each Mortgaged Property that is a Leasehold
Property, a Landlord Consent and Estoppel and, if applicable, evidence that such
Leasehold Property is a Recorded Leasehold Interest;

               (iii) an opinion of counsel (which counsel shall be reasonably
satisfactory to Collateral Agent) in the state in which a Mortgaged Property is
located with respect to the enforceability of the form(s) of Mortgages to be
recorded in such state and such other matters as Collateral Agent may reasonably
request, in each case in form and substance reasonably satisfactory to
Collateral Agent;

               (iv)  ALTA mortgagee title insurance policies or unconditional
commitments therefor issued by a title company with respect to such Mortgaged
Property in an amount not less than the fair market value of such Mortgaged
Property, together with a title report issued by a title company with respect
thereto, and copies of all recorded documents listed as exceptions to title or
otherwise referred to therein, each in form and substance reasonably
satisfactory to Collateral Agent, and evidence that all premiums, recording
charges and other sums required in connection with the issuance of all such
title policies have been paid in full by the Borrower, or as the case may be,
the applicable Subsidiary;

               (v)   evidence of flood insurance with respect to each flood
hazard property that is located in a community that participates in the National
Flood Insurance Program, in each case in compliance with any applicable
regulations of the Board of Governors of the Federal Reserve System, in form and
substance reasonably satisfactory to Collateral Agent; and

               (vi)  ALTA surveys of the Mortgaged Property, to the extent
available.

In addition to the foregoing, Borrower shall, at the request of Required Banks,
deliver, from time to time, to Collateral Agent such appraisals as are required
by law or regulation of Real Estate Assets with respect to which Collateral
Agent has been granted a Lien.

     SECTION 7. NEGATIVE COVENANTS.
                ------------------

          The Borrower covenants and agrees that until the Commitment
Obligations have terminated and the Loans and all other amounts evidenced by the
Notes, together with interest, and all other obligations incurred hereunder and
thereunder, are paid in full and all Letters of Credit have expired or
terminated and all LC Disbursements have been reimbursed:

          7.1  Liens. The Borrower will not, nor will it permit any of its
               -----
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any of its property or assets (real or personal, tangible or
intangible), whether now owned or hereafter acquired, provided that
                                                      -------------

                                       53                   EXECUTION
<PAGE>

the provisions of this Section 7.1 shall not prevent the creation, incurrence,
assumption or existence of the following (all of which are "Permitted Liens"):
                                                            ---------------

          (a)  Liens for taxes, fees, assessments, levies or other governmental
charges not yet delinquent, or Liens for taxes, fees, assessments, levies or
other governmental charges being contested in good faith and by appropriate
proceedings for which adequate reserves have been established;

          (b)  Liens in respect of property or assets imposed by law, which were
incurred in the ordinary course of business, such as carriers', warehousemen's
and mechanics' liens and other similar Liens arising in the ordinary course of
business and (i) which do not in the aggregate materially detract from the value
of such property or assets or materially impair the use thereof in the operation
of the business of the Borrower and its Subsidiaries or (ii) which are being
contested in good faith by appropriate proceedings, which proceedings have the
effect of preventing the forfeiture or sale of the property or assets subject to
any such Lien and (iii) in the case of inchoate and unperfected workers',
mechanics' or similar liens, attach only to Equipment, Fixtures and/or real
estate; or (iv) in the case of carriers, warehousemen's, suppliers', or other
similar possessory liens, secure liabilities in an outstanding aggregate amount
not in excess of $100,000.00 at any one time and attach only to Inventory;

          (c)  Liens described in Section 5.12(b);

          (d)  Liens created pursuant to the Security Documents;

          (e)  Pledges or deposits in connection with worker's compensation,
 unemployment insurance and other social security legislation;

          (f)  Purchase Money Liens;

          (g)  Liens on Equipment, software or leasehold improvements (including
proceeds thereof and accessions thereto) leased by the Borrower pursuant to
operating leases and Capital Leases entered into in the ordinary course of
business incurred solely for the purpose of financing the lease of such
Equipment;

          (h)  Liens in favor of customs authorities arising as a matter of law
to secure payment of customs duties in connection with the importation of goods;

          (i)  Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, liens in favor of securities
intermediaries, rights of setoff or similar rights and remedies as to deposit
accounts, securities accounts or other funds maintained with a creditor
depository institution or securities intermediary;

          (j)  Liens for taxes or assessments or other government taxes not yet
due and payable;

                                       54                 EXECUTION
<PAGE>

          (k)  Pledges or deposits of money securing bids, tender, contracts,
(other than contracts for the payment of money) or leases to which Borrower is a
party as lessee made in the ordinary course of business;

          (l)  [not used]

          (m)  Deposits securing, or in lieu of surety, appear or customs bonds
in proceedings to which Borrower is a party;

          (n)  Zoning restrictions, easements, licenses, or other restrictions
on the use of any real estate or other minor irregularities in title (including
leasehold title) thereto, so long as same do not materially impair the use,
value or marketability of such real estate;

          (o)  Liens incurred in connection with the extension, renewal,
refunding, refinancing, modification, amendment or restatement of the
Indebtedness secured by Liens of the type described in clauses (c), (f) and (g)
above, provided that any replacement Lien arising as a result of any such
extension, renewal, refunding, refinancing, modification, amendment or
restatement shall be limited to the property encumbered by the existing Lien and
the principal amount of the Indebtedness being extended, renewed, refunded,
refinanced, modified, amended or restated does not increase; and

          (p)  Liens granted in favor Imperial Bank pursuant to that security
agreement dated December 22, 1999 and Liens granted in favour of Banc One
Capital Leasing Corporation pursuant to that security agreement dated May 26,
2000, but only to the extent that they are subject to the Intercreditor
Agreement limiting the Indebtedness secured by the respective security agreement
on a pari passu basis with the Secured Parties to $1,000,000 in the case of
Imperial Bank and $10,000,000 in the case of Banc One Capital Leasing
Corporation.

          7.2  Consolidation, Merger, Acquisitions, Sale of Assets, etc. The
               --------------------------------------------------------
Borrower will not, and nor will it permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of (or agree to do
any of the foregoing at any future time) all or any part of its property or
assets, or purchase or otherwise acquire (in one or a series of related
transactions) any part of the property or assets (other than purchases or other
acquisitions of Inventory, materials and Equipment in the ordinary course of
business) of any Person, except that (a) the Borrower may make acquisitions with
non-cash consideration or with a cash component of the purchase price of no more
than $10,000,000, with respect to any single acquisition or related series of
acquisitions and up to $40,000,000 in any single Fiscal Year; (b) the Borrower
may grant licenses to others or make sales of Inventory in the ordinary course
of its business; (c) subject to Section 3.3(b), the Borrower may, in the
ordinary course of business, sell property which is uneconomic or obsolete; (d)
Capital Expenditures shall be permitted to the extent not in violation of
Section 7.7; (e) any Subsidiary of the Borrower may merge into the Borrower or
another Wholly Owned Subsidiary which is a Guarantor, provided, that Borrower or
such Wholly Owned Subsidiary which is a Guarantor, as applicable, shall be the
continuing or surviving Person; and (f) Borrower and/or its Subsidiaries may
make other acquisitions of property, assets, or stock so long as the conditions
set forth below are satisfied.

                                       55                 EXECUTION
<PAGE>

          (i)  If Borrower or a Subsidiary desires to acquire all or
substantially all of the assets or Capital Stock of any Person (the "Target")
                                                                     ------
with a cash component of the purchase price of more than $10,000,000, or if the
aggregate cash components of purchase prices would exceed $40,000,000 in any
single Fiscal Year, the following conditions must be satisfied and in each case
upon written approval of Administrative Agent, (such acquisition, a "Permitted
                                                                     ---------
Acquisition");
-----------

               (A) Agent shall receive at least ten (10) Business Day's prior
written notice of the intended closing date of such proposed acquisition, which
notice shall include a reasonably detailed description of such proposed
acquisition and a report setting forth all financial and related information
concerning the proposed acquisition as Administrative Agent then may reasonably
request in such form, manner and detail as then reasonably requested by
Administrative Agent; including updated versions of the most recently delivered
projections covering the one (1) year period commencing on the date of such
Permitted Acquisition and otherwise prepared in accordance with the Borrower's
projections (the "Acquisition Projections") and based upon historical financial
                  -----------------------
data of a recent date satisfactory to Administrative Agent, taking into account
such Permitted Acquisition;

               (B) such acquisition shall be consensual and shall have been
approved by the Target's board of directors (i.e., it is not a "hostile"
acquisition);

               (C) such acquisition shall comprise a business, or those assets
of a business, of the type engaged in by Borrower and its Subsidiaries as of the
Effective Date or a business related or ancillary thereto, and which business
would not subject Administrative Agent or any Bank to regulatory or third party
approvals in connection with the exercise of its rights and remedies under this
Agreement or any other Credit Documents other than approvals applicable to the
exercise of such rights and remedies with respect to Borrower prior to such
proposed Acquisition;

               (D) at the time of such proposed acquisition and after giving
effect thereto, no Default or Event of Default shall have occurred and be
continuing;

               (E) Administrative Agent shall have received at least three (3)
Business Days' prior to the intended closing date of such acquisition or on the
date of their intended execution (if required or permitted to be executed prior
to such acquisition being consummated whichever is the earlier), copies of all
documents, instruments and agreements substantially in the form to be executed
by Borrower or any of its Subsidiaries evidencing, governing or relating to such
acquisition (the "Acquisition Documents"), and Administrative Agent shall be
                  ---------------------
satisfied therewith and with any change in the organization structure of
Borrower and its Subsidiaries resulting therefrom;

               (F) at or prior to the closing of any acquisition, (I)
Administrative Agent shall have received such documents and instruments as may
be necessary to grant or confirm to Collateral Agent a First Priority perfected
Lien (to the extent required under the other provisions of this agreement and
subject to Permitted Encumbrances) on or security interest in the Capital

                                       56                EXECUTION
<PAGE>

Stock, all assets or the line of business so acquired by, and not merged into,
Borrower or a Subsidiary (II) if the Capital Stock of the Target is acquired by,
and not merged into, Borrower or any other Subsidiary, Target to the extent
required under the other provisions of this agreement and shall have executed a
Guaranty of all of the Obligations of Borrower hereunder subject to any
appropriate limitations as Administrative Agent shall determine in its
discretion, (III) Borrower shall have executed in favor of Administrative Agent
an Assignment of Representations, Warranties, Covenants, Indemnities and Rights
in respect of Borrower's or any other applicable Subsidiary's rights under the
applicable acquisition agreement, and (IV) Borrower or any other applicable
Subsidiary and the Target shall have executed such other documents and taken
such additional actions as may be reasonably required by Administrative Agent in
connection therewith;

               (G) Concurrently with delivery of the notice referred to in
clause (A) above, Borrower shall have delivered to Administrative Agent, in form
and substance satisfactory to Administrative Agent a pro forma consolidated and
consolidating balance sheet, income statement and cash flow statement of
Borrower and its Consolidated Subsidiaries (the "Acquisition Pro Forma"), based
                                                 ---------------------
on recent financial statements, which shall be complete and shall fairly present
in all material respects the assets, liabilities, financial condition and
results of operations of Borrower and its Consolidated Subsidiaries in
accordance with GAAP consistently applied, but taking into account such
acquisition and the funding of all Loans in connection therewith, and such
Acquisition Pro Forma shall reflect that:

                   (I)   At the time of the closing of such acquisition,
Borrower is in compliance with all financial covenants set forth in this
Agreement on a pro forma basis, giving effect to such acquisition as of the then
most recently concluded fiscal month end of Borrower for which financial reports
are then available (which must be within sixty (60) days prior to the date of
consummation of such acquisition), on both a historical and prospective basis,
for the respective twelve (12) months periods both preceding and succeeding such
fiscal month end, as reflected on the Acquisition Pro Forma for each of such
fiscal periods;

                   (II)  At the time of the closing of such acquisition, on a
pro forma basis, after factoring in the Target's share of historical overhead,
debt service and similar costs allocated to Borrower's Subsidiaries over the
twelve (12) months ending as of the most recently concluded month of Borrower
prior to the acquisition for which financial statements are available (which
must be within sixty (60) days' prior to the date of consummation of such
Acquisition), the Target on a stand alone basis, has a positive EBITDA; and

                   (III) On a pro forma basis, no Event of Default shall have
occurred and be continuing or would result after giving effect to such
acquisition and Borrower would have been in compliance with the financial
covenants contained in this Agreement for the Compliance Certificate most
recently delivered to Administrative Agent prior to the consummation of such
Permitted Acquisition (giving effect to such Permitted Acquisition and all Loans
funded in connection therewith as if made on the first day of such period);

               (H) no additional Indebtedness, Contingent Obligations or other
liabilities shall be incurred, assumed or otherwise be reflected on a
consolidated and consolidating

                                       57               EXECUTION
<PAGE>

balance sheet of Borrower and its Consolidated Subsidiaries and Target after
giving effect to such acquisition, except (I) Loans made hereunder or other
Scheduled Indebtedness or Indebtedness permitted under section 7.4, and (II)
ordinary course trade payables, performance bonds, accrued expenses, unsecured
Indebtedness and assumed real and personal property leases of the Target to the
extent no Default or Event of Default shall have occurred and be continuing or
would result after giving effect to such acquisition and the total amount of any
assumed real and personal property leases of the Target when combined with
existing real and personal property leases of Borrower and its Subsidiaries
shall not exceed the permitted amounts set forth in this Agreement.

          7.3  Dividends. The Borrower will not declare or pay any dividends, or
               ---------
return any capital, to its stockholders or authorize or make any other
distribution, payment or delivery of property or cash to its stockholders as
such, or redeem, retire, purchase or otherwise acquire, directly or indirectly,
for a consideration, any shares of any class of its Capital Stock now or
hereafter outstanding (or any options or warrants issued by the Borrower with
respect to its Capital Stock), or set aside any funds for any of the foregoing
purposes.  Notwithstanding the foregoing, the Borrower may declare or pay
dividends comprised solely of its Capital Stock to holders of that class of
Capital Stock, and the Borrower may repurchase its Capital Stock from directors
and officers.

          7.4  Indebtedness.  The Borrower will not, and shall not permit any of
               ------------
its Subsidiaries to, directly or indirectly contract, create, incur, guarantee,
assume or suffer to exist any Indebtedness, except (a) Indebtedness of the
Borrower or its Subsidiaries incurred under the Transaction Documents, (b)
Scheduled Indebtedness, (c) so long as no Default has occurred and is continuing
at the time such Indebtedness is incurred or would result from the making
thereof, Purchase Money Indebtedness, (d) accrued expenses and current trade
accounts payable incurred in the ordinary course of business, and obligations
under trade letters of credit in the ordinary course of business, which are to
be repaid in full not more than one year after the date on which such
Indebtedness is originally incurred to finance the purchase of goods by the
Borrower, (e) obligations under letters of credit in the ordinary course of
business in support of obligations incurred in connection with worker's
compensation, unemployment insurance and other social security legislation, (f)
Indebtedness with respect to Capital Leases to the extent permitted by Section
7.7, (g) any other Indebtedness not exceeding $3,000,000 in aggregate principal
amount at any one time outstanding, (h) Indebtedness from Imperial Bank not to
exceed $1,000,000 pursuant to that Note dated December 22, 1999 executed by
Borrower in favor of Imperial Bank, (i) Indebtedness with respect to the
Convertible Subordinated Notes, (j) Indebtedness which constitutes a Permitted
Investment pursuant to item (viii), (ix) or (x) of the definition of Permitted
Investment; provided all such Indebtedness referred to in this clause (j), (i)
            --------
shall be subordinated in right of payment to the payment in full of the
obligations pursuant to the terms of the applicable promissory note or an
intercompany subordination agreement, that in any such case, is reasonably
satisfactory to the Administrative Agent and (ii) shall be evidenced by a
promissory note which is subject to a first Priority Lien in favor of the
Collateral Agent pursuant to a Collateral Document; and (k) extensions,
renewals, refundings, modifications, amendments and restatements of any of the
items of Indebtedness described in clauses (a), (b), (c), (e), (f), (g), (h),
(i) and (j) above, provided that the principal amount thereof is not increased
and the terms thereof are not modified to impose more burdensome terms upon the
Borrower.

                                       58                     EXECUTION
<PAGE>

          7.5  Advances, Investments and Loans. The Borrower will not, and shall
               -------------------------------
not permit any of its Subsidiaries to, directly or indirectly lend money or
credit or make advances to any Person, or purchase or acquire any stock,
obligations or Securities of, or any other interest in, or make any capital
contribution to, any other Person, except that the Borrower may make Permitted
Investments and Permitted Acquisitions.

          7.6  Transactions with Affiliates. The Borrower will not, and shall
               ----------------------------
not permit any of its Subsidiaries to, directly or indirectly enter into any
transaction or series of related transactions, whether or not in the ordinary
course of business, with any Affiliate of the Borrower (including, without
limitation, any Subsidiary of the Borrower which is not a Guarantor) or any
Subsidiary thereof, other than on terms and conditions substantially as
favorable to the Borrower or any Subsidiary thereof as would be obtainable by
the Borrower or any Subsidiary thereof at the time in a comparable arm's-length
transaction with a Person other than an Affiliate, and other than the financing
of employee stock options. Notwithstanding the foregoing, the Borrower will not,
and shall not permit any of its Subsidiaries to enter into any transaction or
transfer any assets to Wireless Facilities, Inc./Entel. Borrower will not permit
Wireless Facilities, Inc./Entel to enter into any transactions with any Person
or acquire any assets, rights or liabilities or carry on any business, other
then, in each case, the continued ownership or the disposal to Borrower or any
of its Subsidiaries (on terms complying with the first sentence of this Section
7.6) of certain limited and nonmaterial intellectual property rights owned as of
the Effective Date.

          7.7  Capital Expenditures. The Borrower will not, and shall not permit
               --------------------
any of its Subsidiaries to, directly or indirectly make any Capital Expenditure
during any Fiscal Year if, as a result thereof, the aggregate amount of such
expenditures for such Fiscal Year would exceed $20,000,000 for the Fiscal Year
ending December 31, 2000 and $35,000,000 for any other Fiscal Year (excluding
Capital Expenditures occurring as a result of a "Permitted Acquisition").
                                                 ---------------------
Further, and as a sublimit in respect of the preceding sentence, the Borrower
shall not permit any of its (i) Foreign Subsidiaries in Europe and (ii) Foreign
Subsidiaries in Mexico to make any Capital Expenditures during any Fiscal Year
if, as a result thereof, the aggregate amount of such expenditures for such
Fiscal Year would exceed $5,000,000 in the aggregate for all Foreign
Subsidiaries in Europe and $5,000,000 in the aggregate for all Foreign
Subsidiaries in Mexico. Provided, in each case above, such amount for any Fiscal
                        --------
Year shall be increased by an amount equal to fifty per cent (50%) of the
excess, if any, of such amount for the previous Fiscal Year (as adjusted in
accordance with this proviso) over the actual amount of Capital Expenditure for
such previous Fiscal Year.

          7.8  Quick Ratio. The Borrower will not permit the ratio of (a) the
               -----------
sum of (i) its cash, (ii) its Permitted Investments of the type described in
clause (ii) of the definition thereof, (iii) its billed and unbilled Accounts to
(b) the sum of the total current liabilities determined in accordance with GAAP
and, to the extent not included therein, the Loans and all amounts owing under
the Relevant Documents, at any time to be less than 1.00:1.00.

                                       59                        EXECUTION
<PAGE>

          7.9  Maximum Senior Debt to EBITDA. The Borrower will not permit the
               -----------------------------
ratio (the "Senior Leverage Ratio") of Senior Debt as of the last day of any
Fiscal Quarter to EBITDA for the four Fiscal Quarter period ending on such date
to exceed 2.00:1.00.

          7.10 Minimum Fixed Charge Coverage Ratio. The Borrower will not permit
               -----------------------------------
the ratio, determined as of the last day of each fiscal quarter, of (a) EBITDA,
less any dividends or other distributions paid to any shareholder or Affiliate
of the Borrower, less any Capital Expenditures made (other than Capital
Expenditures funded with the proceeds of Loans), less cash taxes, in each case
for the four complete Fiscal Quarters ended on such day, to (b) the sum of (i)
the aggregate amount of scheduled principal payments on Total Debt (other than
the Loans) and the portion of Capital Lease obligations outstanding on such date
which by the terms of any instrument or agreement relating thereto is due on
demand or within one year from the time of determination, in each case at the
last day of such fiscal quarter, and (ii) the Borrower's and its Subsidiaries,
consolidated interest expense, calculated for the four complete fiscal quarters
ended on such last day of such fiscal quarter, to be less than 1.50 to 1.00.

          With respect to any period during which any Permitted Acquisition
occurs or any business of any other Person is acquired by Borrower or any of its
Subsidiaries as permitted pursuant to the terms hereof, for purposes of
determining compliance with the financial covenants set forth in sections 7.9
and 7.10, EBITDA shall be calculated with respect to such periods and such
Permitted Acquisition or business on a Pro Forma Basis.

          7.11 Limitation on Voluntary Payments and Modifications of
               -----------------------------------------------------
Indebtedness; Modifications of Certificate of Incorporation, Bylaws and Certain
-------------------------------------------------------------------------------
Other Agreements; etc. The Borrower will not, and shall not permit any
---------------------
Subsidiary to, without the prior written consent of the Required Banks: (a) make
any voluntary or optional payment or prepayment on or redemption or acquisition
for value of (including, without limitation, by way of depositing with the
trustee with respect thereto money or securities before due for the purpose of
paying when due) any Scheduled Indebtedness or any Subordinated Debt of the
Borrower (including, without limitation, the Convertible Subordinated Notes) or
(b) amend or modify, or permit the amendment or modification of, any material
provision of any Scheduled Indebtedness or of any agreement (including, without
limitation, any purchase agreement, indenture, loan agreement or security
agreement) relating to any of the foregoing or (c) amend, modify or change its
articles of incorporation (including, without limitation, by the filing or
modification of any certificate of designation) or bylaws, or any agreement
entered into by it, with respect to its Capital Stock, or enter into any new
agreement with respect to its Capital Stock, in each case, if the effect of such
would be adverse to any Credit Party, the Agents or the Banks.

          7.12 Business. The Borrower will not, and shall not permit any of its
               --------
Subsidiaries to, engage (directly or indirectly) in any business other than the
business in which it is engaged on the Closing Date or any business related or
incidental thereto.

                                       60                      EXECUTION
<PAGE>

          7.13 Disposal of Subsidiary Interests.  Except as required under the
               --------------------------------
Security Documents and except for any sale of 100% of the Capital Stock,
partnership interests or other equity Securities of any of its Subsidiaries in
compliance with the provisions of Section 3.3, Borrower shall not:

          (i)  directly or indirectly sell, assign, pledge or otherwise encumber
     or dispose of any shares of Capital Stock, partnership interests or other
     equity Securities of any of its directly owned Subsidiaries, except to
     qualify directors if required by applicable law or to another Subsidiary of
     Borrower which is a Guarantor; or

          (ii) permit any of its Subsidiaries directly or indirectly to sell,
     assign, pledge or otherwise encumber or dispose of any shares of Capital
     Stock, partnership interests or other equity Securities of any of its
     Subsidiaries (including such Subsidiary), except to Borrower, another
     Subsidiary of Borrower which is a Guarantor (subject to the restrictions on
     such disposition otherwise imposed herein under), or to qualify directors
     if required by applicable law.

          7.14 Hedging Agreements. The Borrower will not, and will not permit
               ------------------
any of its Subsidiaries to, enter into any Hedging Agreement, other than Hedging
Agreements entered into in the ordinary course of business to hedge or mitigate
risks to which the Borrower or any Subsidiary which is a Guarantor is exposed in
the conduct of its business or the management of its liabilities.

     SECTION 8. EVENTS OF DEFAULT
                -----------------

          Upon the occurrence of any of the following specified events (each an
"Event of Default"):
 ----------------

          8.1  Payments. The Borrower shall (a) default in the payment when due
               --------
of any principal of any Loan or any Note or any reimbursement obligation in
respect of any LC Disbursement or (b) default, and such default shall continue
unremedied for two or more Business Days, in the payment when due of any
interest on any Loan or any Note or any fees or any other amounts owing
hereunder or under any Transaction Document; or

          8.2  Representations, etc. Any representation, warranty or statement
               --------------------
made by or on behalf of any Credit Party herein or in any other Transaction
Document or in any certificate delivered pursuant hereto or thereto shall prove
to be untrue in any material respect on the date as of which made or deemed
made; or

          8.3  Covenants.  The Borrower shall (a) default in the due performance
               ---------
or observance by it of any term, covenant or agreement contained in Section
6.1(f)(i) or Section 7; or (b) default in the due performance or observance by
it of any term, covenant or agreement contained in Sections 6.1(a), (b) and (d)
and such default shall continue unremedied for a period of 10 Business Days from
the occurrence of such default; or (c) default in the due performance or
observance by it of any other term, covenant or agreement (other than those
referred to in Sections 8.1 and 8.2 and

                                       61                   EXECUTION
<PAGE>

clauses (a) and (b) of this Section 8.3) contained in this Agreement and such
default shall continue unremedied for a period of 30 days after the occurrence
of such default; or

          8.4  Cross Default; Cross Acceleration. The Borrower or any Subsidiary
               ---------------------------------
shall (a) default in any payment of any Indebtedness (other than the Notes) in
an individual or aggregate principal amount of $4,000,000 or more or beyond the
period of grace (not to exceed 30 days), if any, provided in the instrument or
agreement under which such Indebtedness was created or (b) default in the
observance or performance of any agreement or condition relating to any
Indebtedness in the individual or principal amounts referred to in clause (a)
above (other than the Notes) 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 a trustee or
agent on behalf of such holder or holders) to cause (determined without regard
to whether any notice is required), any such Indebtedness to become due prior to
its stated maturity; or any Indebtedness of the Borrower shall be declared to be
due and payable, or required to be prepaid other than by a regularly scheduled
required prepayment, prior to the stated maturity thereof; or there shall be a
default under the terms of the Relevant Documents; or

          8.5  Bankruptcy, etc. The Borrower or any Subsidiary shall commence a
               ----------------
voluntary case concerning itself under Title 11 of the United States Code
entitled "Bankruptcy," as now or hereafter in effect, or any successor thereto
(the "Bankruptcy Code") or an involuntary case is commenced against the Borrower
      ---------------
or any Subsidiary, and the petition is not controverted within 10 Business Days,
or is not dismissed within 60 days, after commencement of the case; or a
custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge
of, all or substantially all of the property of the Borrower or any Subsidiary
or the Borrower or any Subsidiary commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to the Borrower or any Subsidiary, or there is
commenced against the Borrower or any Subsidiary any such proceeding which
remains undismissed for a period of 60 days, or the Borrower or any Subsidiary
is adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Borrower or any
Subsidiary suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a
period of 60 days; or the Borrower or any Subsidiary makes a general assignment
for the benefit of creditors; or any corporate action is taken by the Borrower
or any Subsidiary for the purpose of effecting any of the foregoing; or the
Borrower or any Subsidiary becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due; or any writ or warrant of
attachment or execution or similar process is issued or levied against all or
any material part of the property of the Borrower or any Subsidiary and is not
released, vacated or fully bonded within 60 days after its issue or levy; or

          8.6  ERISA.  Any Plan shall fail to maintain the minimum funding
               -----
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code; any Plan is, shall have been or is likely to be terminated or the
subject of termination proceeding under ERISA; any Plan shall have an Unfunded
Current Liability; or the Borrower or any ERISA Affiliate has incurred or is
likely

                                                                       EXECUTION

                                       62
<PAGE>

to incur a material liability to or on account of a Plan under Section 409,
502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section
4971 or 4975 of the Code, or the Borrower has incurred or is likely to incur a
material liability pursuant to one or more employee welfare benefit plans (as
defined in Section 3(l) of ERISA) which provide benefits to retired employees
(other than as required by Section 601 of ERISA); there shall result from any
such event or events the imposition of a Lien upon the assets of the Borrower,
the granting of a security interest, or a liability or a material risk of
incurring a liability, which Lien, security interest or liability, in the
opinion of the Required Banks, will have a Material Adverse Effect; or

          8.7  Security Documents. The Security Documents or any provision
               -------------------
thereof shall cease to be in full force and effect, or shall cease to give the
Collateral Agent the First Priority Liens, rights, powers and privileges
purported to be created thereby, or the Borrower or any other Person obligated
under any Security Document (other than the Collateral Agent) shall default in
the due performance or observance of any term, covenant or agreement on its part
to be performed or observed pursuant to such Security Document beyond the period
of grace therein; or

          8.8  Judgments. One or more judgments or decrees shall be entered
               ---------
against the Borrower or any of its Subsidiaries involving in the aggregate for
the Borrower or any of its Subsidiaries a liability (not paid or fully covered
by insurance) of $4,000,000 or more, and all such judgments or decrees shall not
have been vacated, discharged or stayed or bonded pending appeal within 60 days
after the entry thereof.

          Then, and in any such event, and at any time thereafter, if any Event
of Default shall then be continuing, the Administrative Agent may and, upon the
written request of the Required Banks, shall by written notice to the Borrower,
take any or all of the following actions, without prejudice to the rights of the
Agent, any Bank or the holder of any Note to enforce its claims against the
Borrower (provided, that, if an Event of Default specified in Section 8.5 shall
occur with respect to the Borrower, the result which would occur upon the giving
of written notice by the Administrative Agent to the Borrower as specified in
clauses (a) and (b) below shall occur automatically without the giving of any
such notice):  (a) declare the Commitment Obligations terminated, whereupon the
Commitment Obligation of each Bank shall forthwith terminate immediately without
any other notice of any kind; (b) declare the principal of and any accrued
interest in respect of all Loans and the Notes and all obligations owing
hereunder and thereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; and (c) exercise any and all of
the rights and remedies available to the Administrative Agent, the Collateral
Agent and the Banks under the Transaction Documents, at law (including, without
limitation, the UCC) or equity.

     SECTION 9. AGENTS.
                ------

          9.1  Appointment of Agents. CSFB is hereby appointed Sole Lead
               ---------------------
Arranger hereunder. Bank One Arizona, N.A. is hereby appointed as Syndication
Agent hereunder. Imperial Bank is hereby appointed Managing Agent hereunder.
Each Bank and each Issuing Bank hereby authorizes Lead Arranger, Syndication
Agent and Managing Agent to act as its agents in accordance with the terms
hereof and the other Credit Documents. CSFB is the Administrative Agent (for



                                                                       EXECUTION

                                       63
<PAGE>

purposes of this Section 9, the term "Administrative Agent" shall also include
                                      --------------------
CSFB in its capacity as Collateral Agent pursuant to the Security Documents)
hereunder and under the other Credit Documents and each Bank hereby authorizes
Administrative Agent to act as its agent in accordance with the terms hereof and
the other Credit Documents. Bank of America, N.A. is hereby appointed
Documentation Agent hereunder, and each Bank hereby authorizes Documentation
Agent to act as its agent in accordance with the terms hereof and the other
Credit Documents. Each Agent hereby agrees to act upon the express conditions
contained herein and the other Credit Documents, as applicable. The provisions
of this Section 9 are solely for the benefit of Agents and Banks and no Credit
Party shall have any rights as a third party beneficiary of any of the
provisions thereof. In performing its functions and duties hereunder, each Agent
shall act solely as an agent of Banks and does not assume and shall not be
deemed to have assumed any obligation towards or relationship of agency or trust
with or for any Credit Party, the Borrower or any of its Subsidiaries. Each of
Sole Lead Arranger, Syndication Agent and Documentation Agent, without consent
of or notice to any party hereto, may assign any and all of its rights or
obligations hereunder to any of its Affiliates. As of the date of the first
Credit Event after the Effective Date, all the respective obligations of (i)
CSFB in its capacity as Sole Lead Arranger, (ii) Bank of America, N.A., in its
capacity as Documentation Agent, (iii) Bank One Arizona, N.A., in its capacity
as Syndication Agent and (iv) Imperial Bank in its capacity as Managing Agent,
shall terminate.

          9.2  Powers and Duties. Subject to the final sentence of Section 9.1
               -----------------
hereof, each Bank and each Issuing Bank irrevocably authorizes each Agent to
take such action on such Bank's behalf and to exercise such powers, rights and
remedies hereunder and under the other Credit Documents as are specifically
delegated or granted to such Agent by the terms hereof and thereof, together
with such powers, rights and remedies as are reasonably incidental thereto. Each
Agent shall have only those duties and responsibilities that are expressly
specified herein and the other Credit Documents. Each Agent may exercise such
powers, rights and remedies and perform such duties by or through its agents or
employees. No Agent shall have, by reason hereof or any of the other Credit
Documents, a fiduciary relationship in respect of any Bank; and nothing herein
or any of the other Credit Documents, expressed or implied, is intended to or
shall be so construed as to impose upon any Agent any obligations in respect
hereof or any of the other Credit Documents except as expressly set forth herein
or therein.

          9.3  General Immunity.
               ----------------

          (a) No Responsibility for Certain Matters. No Agent shall be
              -------------------------------------
responsible to any Bank or any Issuing Bank for the execution, effectiveness,
genuineness, validity, enforceability, collectibility or sufficiency hereof or
any other Credit Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by any Agent to Banks or by or on behalf
of any Credit Party to any Agent or any Bank in connection with the Credit
Documents and the transactions contemplated thereby or for the financial
condition or business affairs of any Credit Party or any other Person liable for
the payment of any Obligations, nor shall any Agent be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained in any of

                                                                       EXECUTION

                                       64
<PAGE>

the Credit Documents or as to the use of the proceeds of the Loans or as to the
existence or possible existence of any Event of Default or Default.

          (b) Exculpatory Provisions. No Agent nor any of its officers,
              ----------------------
partners, directors, employees or agents shall be liable to Banks or Issuing
Banks for any action taken or omitted by any Agent under or in connection with
any of the Credit Documents except to the extent caused by such Agent's gross
negligence or willful misconduct. Each Agent shall be entitled to refrain from
any act or the taking of any action (including the failure to take an action) in
connection herewith or any of the other Credit Documents or from the exercise of
any power, discretion or authority vested in it hereunder or thereunder unless
and until such Agent shall have received instructions in respect thereof from
Required Banks (or such other Banks as may be required to give such instructions
under Section 10.13) and, upon receipt of such instructions from Required Banks
(or such other Banks, as the case may be), such Agent shall be entitled to act
or (where so instructed) refrain from acting, or to exercise such power,
discretion or authority, in accordance with such instructions.  Without
prejudice to the generality of the foregoing, (i) each Agent shall be entitled
to rely, and shall be fully protected in relying, upon any communication,
instrument or document believed by it to be genuine and correct and to have been
signed or sent by the proper Person or Persons, and shall be entitled to rely
and shall be protected in relying on opinions and judgments of attorneys (who
may be attorneys for Borrower and its Subsidiaries), accountants, experts and
other professional advisors selected by it; and (ii) no Bank shall have any
right of action whatsoever against any Agent as a result of such Agent acting or
(where so instructed) refraining from acting hereunder or any of the other
Credit Documents in accordance with the instructions of Required Banks (or such
other Banks as may be required to give such instructions under Section 10.13).

          9.4  Agents Entitled to Act as Bank. The agency hereby created shall
               ------------------------------
in no way impair or affect any of the rights and powers of, or impose any duties
or obligations upon, any Agent in its individual capacity as a Bank hereunder.
With respect to its participation in the Loans, each Agent in its individual
capacity, shall have the same rights and powers hereunder as any other Bank and
may exercise the same as if it were not performing the duties and functions
delegated to it hereunder, and the term "Bank" shall, unless the context clearly
otherwise indicates, include each Agent in its individual capacity. Any Agent in
its individual capacity, and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of banking, trust, financial advisory or
other business with Borrower or any of its Affiliates as if it were not
performing the duties specified herein, and may accept fees and other
consideration from Borrower or any of its Affiliates for services in connection
herewith and otherwise without having to account for the same to Banks.

          9.5  Banks' Representations, Warranties and Acknowledgment. Each Bank
               -----------------------------------------------------
and each Issuing Bank represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Borrower and
its Subsidiaries in connection with the making of Loans hereunder and that it
has made and shall continue to make its own appraisal of the creditworthiness of
Borrower and its Subsidiaries. No Agent shall have any duty or responsibility,
either initially or on a continuing basis, to make any such investigation or any
such appraisal on behalf of Banks or Issuing Banks or to provide any Bank with
any credit or other information with respect thereto, whether coming into its
possession before the making of the Loans or at any time


                                                                       EXECUTION

                                       65
<PAGE>

or times thereafter, and no Agent shall have any responsibility with respect to
the accuracy of or the completeness of any information provided to Banks or
Issuing Banks.

          9.6  Right to Indemnity. Each Bank, in proportion of its Commitment to
               ------------------
the Total Commitments, severally agrees to indemnify each Agent, to the extent
that such Agent is required hereunder to be, and shall not have been, reimbursed
by any Credit Party, for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
(including counsel fees and disbursements) or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against such
Agent in exercising its powers, rights and remedies or performing its duties
hereunder or under the other Credit Documents or otherwise in its capacity as
such Agent in any way relating to or arising out hereof or the other Credit
Documents; provided, no Bank shall be liable for any portion of such
           --------
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct. If any indemnity furnished to any Agent for any purpose
shall, in the opinion of such Agent, be insufficient or become impaired, such
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished; provided,
                                                                       --------
in no event shall this sentence require any Bank to indemnify any Agent against
any liability, obligation, loss, damage, penalty, action, judgment, suit, cost,
expense or disbursement in excess of such Bank's proportionate share thereof;
and provided further, this sentence shall not be deemed to require any Bank to
    -------- -------
indemnify any Agent against any liability, obligation, loss, damage, penalty,
action, judgment, suit, cost, expense or disbursement described in the proviso
in the immediately preceding sentence.

          9.7  Successor Administrative Agent. Administrative Agent may resign
               ------------------------------
at any time by giving thirty (30) days' prior written notice thereof to Banks,
Issuing Banks and Borrower, and Administrative Agent may be removed at any time
with or without cause by an instrument or concurrent instruments in writing
delivered to Borrower and Administrative Agent and signed by Required Banks.
Upon any such notice of resignation or any such removal, Required Banks shall
have the right, upon five Business Days' notice to Borrower, to appoint a
successor Administrative Agent. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, that
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring or removed
Administrative Agent and the retiring or removed Administrative Agent shall
promptly (i) transfer to such successor Administrative Agent all sums,
Securities and other items of Collateral held under the Security Documents,
together with all records and other documents necessary or appropriate in
connection with the performance of the duties of the successor Administrative
Agent under the Credit Documents, and (ii) execute and deliver to such successor
Administrative Agent such amendments to financing statements, and take such
other actions, as may be necessary or appropriate in connection with the
assignment to such successor Administrative Agent of the security interests
created under the Security Documents, whereupon such retiring or removed
Administrative Agent shall be discharged from its duties and obligations
hereunder. After any retiring or removed Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Section 9
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent hereunder. For purposes of this Section 9.7,
any reference to "Administrative Agent" also shall be deemed to be and include a
reference to "Collateral Agent." It


                                                                       EXECUTION

                                       66
<PAGE>

is expressly agreed by the parties hereto the provisions of Section 9 and 10.1
of the Existing Credit Agreement shall inure to the benefit of Imperial Bank as
to any actions taken by it while it was Administrative Agent and Collateral
Agent thereunder.

          9.8  Collateral Documents and Guaranty.
               ---------------------------------

          (a)  Agent under Security Documents and Guaranties. Each Bank hereby
               ---------------------------------------------
authorizes Collateral Agent, on behalf of and for the benefit of Secured
Parties, to be the agent for and representative of Banks and all other Secured
Parties with respect to the Collateral, the Security Documents and the
Intercreditor Agreement and to enter into the Security Documents and the
Intercreditor Agreement. Each Bank hereby authorizes Administrative Agent, on
behalf of and for the benefit of Banks, to be the agent for and representative
of Banks with respect to each Guaranty. Subject to Section 10.13, without
further written consent or authorization from Banks, each of Administrative
Agent and Collateral Agent, as applicable, may execute any documents or
instruments necessary to (i) release any Lien encumbering any item of Collateral
that is the subject of a sale or other disposition of assets permitted hereby or
to the release of which Required Banks (or such other Banks as may be required
to give such consent under Section 10.13) have otherwise consented or (ii)
release a Guarantor from any Guaranty pursuant to the terms of the Guaranty or
with respect to the release of which Required Banks (or such other Banks as may
be required to give such consent under Section 10.13) have otherwise consented.

          (b) Right to Realize on Collateral and Enforce Guaranty. Anything
              ---------------------------------------------------
contained in any of the Credit Documents to the contrary notwithstanding, each
Credit Party, Administrative Agent, Collateral Agent and each Bank hereby agree
that (i) no Bank shall have any right individually to realize upon any of the
Collateral or to enforce any Guaranty, it being understood and agreed that all
powers, rights and remedies hereunder may be exercised solely by Administrative
Agent or Collateral Agent, as applicable, on behalf of Banks in accordance with
the terms hereof, and (ii) in the event of a foreclosure by Collateral Agent on
any of the Collateral pursuant to a public or private sale, Collateral Agent or
any Bank may be the purchaser of any or all of such Collateral at any such sale
and each of Administrative Agent and Collateral Agent, as agent for and
representative of Banks (but not any Bank or Banks in its or their respective
individual capacities unless Required Banks shall otherwise agree in writing)
shall be entitled, for the purpose of bidding and making settlement or payment
of the purchase price for all or any portion of the Collateral sold at any such
public sale, to use and apply any of the Obligations as a credit on account of
the purchase price for any collateral payable by Collateral Agent at such sale.

SECTION 10.  MISCELLANEOUS.
             -------------

          10.1 Payment of Expenses, Indemnification, etc. The Borrower shall:
               -----------------------------------------

          (a) whether or not the transactions herein contemplated are
consummated, pay all reasonable out-of-pocket costs and expenses (i) of the
Administrative Agent and/or Collateral Agent (including, without limitation,
reasonable attorney's fees) in connection with the preparation, execution and
delivery of this Agreement and the other Transaction Documents and the documents
and instruments referred to herein and therein, (ii) incurred by the Issuing
Bank in connection with

                                                                       EXECUTION

                                       67
<PAGE>

the issuance, amendment, renewal or extension of any Letter of Credit or any
demand for payment thereunder and (iii) of the Administrative Agent and each
Bank incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Credit
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all attorney
costs and the cost of independent public accountants and other outside experts
retained by the Administrative Agent or any Bank. For the purposes of this
Section 10.1(a) and for Section 10.1(b), "Debtor Relief Laws" means the
                                          ------------------
Bankruptcy Code of the United States of America and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief laws of the United States of America or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally, and "Attorney Costs" means and includes all fees and disbursements of
                --------------
any law firm or other external counsel and the allocated cost of internal legal
services and all disbursements of internal counsel;

          (b) pay all out-of-pocket costs and expenses of the Administrative
Agent and the Collateral Agent (including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent or the Collateral
Agent) in connection with (i) any amendment, waiver or consent relating to any
Transaction Document and (ii) the enforcement of any Transaction Document and
the documents and instruments referred to herein and therein (including, without
limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent and the Collateral Agent);

          (c) (i) pay the audit fees incurred by the Administrative Agent (or
any Person retained by the Agent) in connection with periodic examinations of
the books and records of the Borrower and its Subsidiaries conducted at the
request of the Agent; and (ii) during the continuance of an Event of Default pay
the audit fees incurred by the Administrative Agent (or any Person) in
connection with periodic examinations of the books and records of the Borrower
and its Subsidiaries conducted at the request of the Required Banks;

          (d) pay and hold the Administrative Agent and the Collateral Agent
harmless from and against all filing and recording fees required to perfect the
Liens granted under the Security Documents;

          (e) pay and hold the Administrative Agent, the Collateral Agent, each
Bank and each Issuing Bank harmless from and against any and all present and
future stamp and other similar taxes with respect to the foregoing matters and
save each of the Banks and Issuing Banks harmless from and against any and all
liabilities with respect to or resulting from any delay or omission (other than
to the extent attributable to the Administrative Agent, the Collateral Agent,
such Bank or such Issuing Bank ) to pay such taxes;

          (f) indemnify each Agent, each Bank and each Issuing Bank, its
officers, directors, employees, representatives and agents from and hold each of
them harmless against any and all liabilities, obligations, losses, damages,
penalties, claims, actions, judgments, suits, costs, expenses and disbursements
incurred by any of them as a result of, or arising out of, or in any way

                                                                       EXECUTION

                                       68
<PAGE>

related to, or by reason of, any investigation, litigation or other proceeding
(whether or not the Administrative Agent, the Collateral Agent, any Bank or any
Issuing Bank is a party thereto) related to the entering into and/or performance
of this Agreement or any other Transaction Document or any Loans or Letters of
Credit hereunder (including any refusal by the Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit)
or the use of the proceeds of any Loans hereunder or the consummation of any
transactions contemplated herein or in any other Transaction Document,
including, without limitation, the reasonable fees and disbursements of counsel
incurred in connection with any such investigation, litigation or other
proceeding (but excluding any such liabilities, obligations, losses, etc., to
the extent incurred by reason of the gross negligence or willful misconduct of
the Person to be indemnified); and

          (g) whether or not the transactions contemplated hereby are
consummated, the Borrower shall indemnify, save and hold harmless each Agent,
each Bank and their respective Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and
                                                         -----------
against: (i) any and all claims, demands, actions or causes of action that are
asserted against any Indemnitee by any Person (other than the Administrative
Agent or any Bank) relating directly or indirectly to a claim, demand, action or
cause of action that such Person asserts or may assert against any Credit Party,
any Affiliate of any Credit Party or any of their respective officers or
directors; (ii) any and all claims, demands, actions or causes of action that
may at any time (including at any time following repayment of the Obligations
and the resignation or removal of the Administrative Agent or the replacement of
any Bank) be asserted or imposed against any Indemnitee, arising out of or
relating to, the Credit Documents, any predecessor credit or loan documents, the
Commitments, the use or contemplated use of the proceeds of any Loan, or the
relationship of any Credit Party, the Administrative Agent and the Banks under
this Agreement or any other Credit Documents; (iii) any administrative or
investigative proceeding by any Governmental Authority arising out of or related
to a claim, demand, action or cause of action described in subsection (i) or
(ii) above; and (iv) any and all liabilities (including liabilities under
indemnities), losses, costs or expenses (including Attorney Costs) that any
Indemnitee suffers or incurs as a result of the assertion of any foregoing
claim, demand, action, cause of action or proceeding, or as a result of the
preparation of any defense in connection with any foregoing claim, demand,
action, cause of action or proceeding, in all cases, whether or not arising out
of the negligence of an Indemnitee, and whether or not an Indemnitee is a party
to such claim, demand, action, cause of action or proceeding; provided that no
                                                              --------
Indemnitee shall be entitled to indemnification for any claim caused by its own
gross negligence or willful misconduct or for any loss asserted against it by
another Indemnitee.

          10.2 Right of Set-off. In addition to any rights now or hereafter
               ----------------
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence of an Event of Default, the Administrative
Agent, each Bank and each Issuing Bank are hereby authorized at any time or from
time to time, without presentment, demand, protest or other notice of any kind
to the Borrower or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and apply any and all deposits (general or
special) and any other Indebtedness at any time held or owing by the
Administrative Agent, such Bank and such Issuing Bank (including, without
limitation, by branches and agencies of the Administrative Agent or such Bank or
such Issuing Bank wherever located) to or for the credit or the account of the
Borrower


                                                                       EXECUTION

                                       69
<PAGE>

against and on account of the Obligations and liabilities of the Borrower to the
Administrative Agent or such Bank or such Issuing Bank under this Agreement or
under any of the other Transaction Documents, including, without limitation, all
interests in Obligations purchased by such Bank pursuant to Section 10.7(b), and
all other claims of any nature or description arising out of or connected with
this Agreement or any other Transaction Document, irrespective of whether or not
the Administrative Agent or such Bank or such Issuing Bank shall have made any
demand hereunder and although said Obligations, liabilities or claims, or any of
them, shall be contingent or unmatured. Notwithstanding the foregoing provisions
of this Section 10.2, if at any time the Commitment Obligations and Loans are
secured by real property, no Bank or Issuing Bank shall exercise a right of
setoff, banker's lien or counterclaim or take any court or administrative action
to enforce any provision of the Transaction Documents if such action would
constitute an "action" within the meaning of Section 726 of the California Code
of Civil Procedure without obtaining the prior consent of the Required Banks,
and any attempted exercise by any Bank or Issuing Bank of any such action
without first obtaining such consent shall be null and void. The provisions of
the preceding sentence are solely for the benefit of the Administrative Agent,
the Banks and the Issuing Banks and the Borrower shall have no rights therein.

          10.3 Notices. Except as otherwise expressly provided herein, all
               -------
notices and other communications provided for hereunder shall be in writing
(including facsimile) and mailed, telecopied or delivered:

          if to the Borrower, to:

          Wireless Facilities, Inc.
          Bridge Pointe Corporate Centre,
          4810 Eastgate Mall, San Diego, CA 92121


          Attention:    Terry Ashwill,
                        Chief Financial Officer
          Telephone:    (858) 228-2236
          Facsimile:    (858) 228-2040


          with a copy to:


          Katherine Wardle
          Treasury
          Telephone:    (858) 228-2392
          Fax:          (858) 228-2040

          if to any Bank or any Issuing Bank, at its Domestic Lending Office
          specified opposite its name on Schedule 2; and

          if to the Administrative Agent, at its Notice Office;


                                                                       EXECUTION

                                       70
<PAGE>

or, as to the Borrower or the Administrative Agent, at such other address as
shall be designated by such party in a written notice to the other parties
hereto and, as to each other party, at such other address as shall be designated
by such party in a written notice to the Borrower and the Administrative Agent.
All such notices and communications shall, when mailed, telecopied or sent by
overnight courier, be effective when deposited in the mails, delivered to the
overnight courier, as the case may be, or sent by telecopier upon receipt of
confirmation by the sending party, except that notices and communications to the
Administrative Agent shall not be effective until received by the Administrative
Agent.

          10.4 Successors and Assigns. This Agreement shall be binding upon and
               ----------------------
inure to the benefit of the parties hereto and their respective successors and
assigns except that the Borrower may not assign its rights or obligations
hereunder without the prior consent of all of the Banks and the Issuing Banks.

          10.5 Assignments, Participations, Etc.
               --------------------------------

          (a) Any Bank may, with the written consent of the Borrower (at all
times other than during the existence of an Event of Default) and the
Administrative Agent (and, in the case of an assignment of all or a portion of
any Bank's obligations in respect of its LC Exposure, the Issuing Banks), which
consents shall not be unreasonably withheld, at any time assign and delegate to
one or more Eligible Assignees (provided that no written consent of the Borrower
or the Administrative Agent shall be required in connection with any assignment
and delegation by a Bank to an Affiliate of such Bank or to another Bank) all,
or any ratable part of all, of the Loans, the Commitment Obligations and the
other rights and/or obligations of such Bank under the Transaction Documents, in
a minimum amount of $5,000,000; provided, however, that the Borrower and the
                                --------  -------
Administrative Agent may continue to deal solely and directly with such Bank in
connection with the interest so assigned to an Eligible Assignee until (i)
written notice of such assignment, together with payment instructions, addresses
and related information (including, without limitation, such forms, certificates
or other evidence, if any, with respect to United States federal income tax
withholding matters as the Administrative Agent may request) with respect to the
Eligible Assignee, shall have been given to the Borrower and the Administrative
Agent by such Bank and the Eligible Assignee; (ii) such Bank and its Eligible
Assignee shall have delivered to the Borrower and the Administrative Agent an
Assignment and Acceptance in the form of Exhibit J ("Assignment and Acceptance")
                                                     -------------------------
and (iii) the Eligible Assignee has paid to the Administrative Agent a
processing fee in the amount of $3,500.

          (b) From and after the date that the Administrative Agent notifies the
assignor Bank that it has received (and provided its consent with respect to) an
executed Assignment and Acceptance (including the consent of the Borrower
pursuant to Section 10.5 (a)) and payment of the above-referenced processing
fee, (i) the Eligible Assignee thereunder shall be a party hereto and, to the
extent that rights and obligations under the Transaction Documents have been
assigned to it pursuant to such Assignment and Acceptance, shall have the rights
and obligations of a Bank under this Agreement, and (ii) the assignor Bank
shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Transaction Documents. The portion of
the Commitments allocated to each Eligible Assignee shall reduce such
Commitments of the assigning Bank pro tanto.


                                                                       EXECUTION

                                       71
<PAGE>

      (c) The Register. (i) Administrative Agent shall maintain, at its address
          ------------
referred to in Section 10.3, a register for the recordation of the names and
addresses of Banks and the Commitments of and Loans and LC Disbursements owing
to each Bank from time to time (the "Register"). The Register shall be available
                                     --------
for inspection by the Borrower at any reasonable time and from time to time upon
reasonable prior notice.

          (ii)   Administrative Agent shall record in the Register the
Commitments and the Loans from time to time of each Bank and each repayment or
prepayment in respect of the principal amount of the Loans of each. Any such
recordation shall be prima facie evidence thereof, absent manifest error;
provided that failure to make any such recordation, or any error in such
recordation, shall not affect any Bank's Commitments or the Obligations in
respect of any applicable Loans.

          (iii)  Each Bank shall record on its internal records (including any
Notes held by such Bank) the amount of each Loan made by it and each payment in
respect thereof. Any such recordation shall be prima facie evidence thereof,
absent manifest error; provided that failure to make any such recordation, or
any error in such recordation, shall not affect any Bank's Commitments or
Obligations in respect of any applicable Loans; and provided, further, that in
the event of any inconsistency between the Register and any Bank's records, the
recordations in the Register shall govern.

          (iv)   The Borrower, Administrative Agent, Banks and the Issuing Banks
shall deem and treat the Persons listed as Banks in the Register as the holders
and owners of the corresponding Commitments and Loans listed therein for all
purposes hereof, and no assignment or transfer of any such Commitment or Loan
shall be effective, in each case unless and until an Assignment Agreement
effecting the assignment or transfer thereof shall have been accepted by
Administrative Agent and consented to, if applicable, by the Borrower pursuant
to Section 10.5(a) hereof and any assignment fees have been paid as provided in
Section 10.5(a).  Prior to such recordation, all amounts owed with respect to
the applicable Commitment or Loan shall be owed to the Bank listed in the
Register as the owner thereof, and any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is listed in the Register as a Bank shall be conclusive and binding on
any subsequent holder, assignee or transferee of the corresponding Commitments
or Loans.

          (v)    The Borrower hereby designates CSFB to serve as its agent
solely for purposes of maintaining the Register as provided in this Section
10.5(c), and the Borrower hereby agrees that, to the extent CSFB serves in such
capacity, CSFB and its officers, directors, employees, agents and affiliates
shall have the benefit of the indemnity under Section 10.1.

     (d) Any Bank may at any time sell to one or more commercial banks or other
Persons not Affiliates of the Borrower (a "Participant") participating interests
                                           -----------
in any Loans made by such Bank, the Commitment Obligations of such Bank and/or
the other interests of such Bank (the "Originator") hereunder and under the
other Transaction Documents; provided, however, that (i) the Originator's
                             --------  -------
obligations under this Agreement shall remain unchanged, (ii) the Originator
shall remain solely responsible for the performance of such obligations, (iii)
the Borrower, the Collateral


                                                                       EXECUTION

                                       72
<PAGE>

Agent and the Administrative Agent shall continue to deal solely and directly
with the Originator in connection with the Originator's rights and obligations
under the Transaction Documents, and (iv) no Bank shall transfer or grant any
participating interest under which the Participant has rights to approve any
amendment to, or any consent or waiver with respect to, this Agreement, except
to the extent such amendment, consent or waiver would require unanimous consent
of the Banks as described in Section 10.13. In the case of any such
participation, the Participant shall be entitled to the benefit of Section 2.10,
2.11, 3.6 and 10.1 as though it were also a Bank hereunder, and if amounts
outstanding under this Agreement are due and 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 set-off in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Bank under this Agreement.

          (e) Notwithstanding any other provision in this Agreement, any Bank
may at any time create a security interest in, or pledge, all or any portion of
its rights under and interest in this Agreement in favor of any Federal Reserve
Bank in accordance with Regulation A of the Federal Reserve Board or U.S.
Treasury Regulation 31 CFR 203.14, and such Federal Reserve Bank may enforce
such pledge or security interest in any manner permitted under applicable law,
provided that payment made by a Borrower to or for the account of any Bank in
respect of a Loan made by such Bank to such Borrower shall satisfy such
Borrower's payment obligation in respect of such Loan to the extent of such
payment regardless of any encumbrance created pursuant to this Section 10.5(e).

          10.6 Special Purpose Funding Vehicle. Notwithstanding anything to the
               -------------------------------
contrary contained herein, any Bank (a "Granting Bank") may grant to a special
                                        -------------
purpose funding vehicle (a "SPC"), identified as such in writing from time to
                            ---
time by the Granting Bank to the Administrative Agent and the Borrower, the
option to provide to the Borrower all or any part of any Loan that such Granting
Bank would otherwise be obligated to make to the Borrower pursuant to this
Agreement; provided that (i) nothing herein shall constitute a commitment by any
           -------- ----
SPC to make any Loan, (ii) if an SPC elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Bank shall
be obligated to make such Loan pursuant to the terms hereof and (iii) the
Borrower, Collateral Agent and the Administrative Agent shall continue to deal
solely and directly with the Granting Bank, including, without limitation, in
connection with amendments, consents or waivers sought hereunder. The making of
a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank to
the same extent, and as if, such Loan were made by such Granting Bank. Each
party hereto hereby agrees that no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Bank). In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness
of any SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this Section 10.6 any SPC may (i) with notice to, but without the prior
written consent of, the Borrower and the Administrative Agent and without paying
any processing fee therefor, assign all or a portion of its interests in any
Loans to the Granting Bank or to any financial institutions (consented to by the


                                                                       EXECUTION

                                       73
<PAGE>

Borrower and Administrative Agent) providing liquidity and/or credit support to
or for the account of such SPC to support the funding or maintenance if Loans
and (ii) disclose on a confidential basis any non-public information relating to
its Loans to any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC. This section
may not be amended without the written consent of the SPC.

          10.7 No Waiver; Remedies Cumulative. No failure or delay on the part
               ------------------------------
of the Administrative Agent, the Collateral Agent or any Bank or the holder of
any Note in exercising any right, power or privilege hereunder or under any
other Transaction Document and no course of dealing between the Borrower, the
Collateral Agent, the Administrative Agent or any Bank or the holder of any Note
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege hereunder or under any other Transaction Document
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights, powers and
remedies herein or in any other Transaction Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent, the Collateral Agent or any Bank or the holder of any Note
would otherwise have. No notice to or demand on the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in similar or
other circumstances or constitute a waiver of the rights of the Administrative
Agent, the Collateral Agent or any Bank or the holder of any Note to any other
or further action in any circumstances without notice or demand.

          10.8 Payments Pro Rata.
               -----------------

          (a) The Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of the Borrower in respect of any Obligations of
the Borrower hereunder, it shall distribute such payment to the Banks pro rata
                                                                      --- ----
based upon their respective shares, if any, of the Obligations with respect to
which such payment was received.

          (b) Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Transaction Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans or any fee due hereunder, of a sum which with respect to the
related sum or sums received by other Banks is in a greater proportion than the
total amount of such Obligation then owed and due to such Bank bears to the
total amount of such Obligation then owed and due to all the Banks immediately
prior to such receipt, then such Bank receiving such excess payment shall
purchase for cash without recourse or warranty from the other Banks an interest
in the Obligations of the Borrower to such Banks in such amount as shall result
in a proportional participation by all the Banks in such amount; provided,
                                                                 --------
however, that if all or any portion of such excess amount is thereafter
-------
recovered from such Bank, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.


                                                                       EXECUTION

                                       74
<PAGE>

          10.9 Calculations; Computations.
               --------------------------

          (a) The financial statements to be furnished to the Banks pursuant
hereto shall be made and prepared in accordance with GAAP consistently applied
throughout the periods involved (except as set forth in the notes thereto or as
otherwise disclosed in writing by the Borrower to the Banks); provided, however,
                                                              --------  -------
that, except as otherwise specifically provided herein, all computations
determining compliance with Section 7 shall utilize accounting principles and
policies in conformity with those used to prepare the Financial Statements.

          (b) All computations of interest and fees hereunder shall be made on
the basis of a year of 360 days (except that interest computed by reference to
Base Rate when Base Rate is based on Prime Rate, shall be computed on the basis
of a year of 365 days (or 366 days in a leap year)) for the actual number of
days (including the first day but excluding the last day) occurring in the
period for which such interest or fees are payable.

          10.10 Governing Law; Submission to Jurisdiction; Venue; Waiver.
                --------------------------------------------------------

          (a) APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
              --------------
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401
AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), BUT OTHERWISE
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

          (b) CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
              -----------------------
ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT,
OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING
AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY (i) ACCEPTS GENERALLY AND UNCONDITIONALLY THE
NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (AND ANY APPELLATE COURTS
THEREFROM); (ii) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (iii) AGREES THAT
SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT
PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.3; (iv) AGREES THAT
SERVICE AS PROVIDED IN CLAUSE (iii) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH
COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;
AND (v) AGREES THAT AGENTS AND BANKS RETAIN THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY
IN THE COURTS OF ANY OTHER JURISDICTION.


                                                                       EXECUTION

                                       75
<PAGE>

          (c) WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY WAIVES
              --------------------
ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
BANK/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER
IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED
ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO
RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.  EACH PARTY HERETO FURTHER
WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL
AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.10(c) AND EXECUTED BY EACH OF
THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT
DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE
HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

          10.11 Obligation to Make Payments in Dollars. The obligation of the
                --------------------------------------
Borrower to make payment in Dollars of the principal of and interest on the
Notes and any other amounts due hereunder or under any other Transaction
Document to the Payment Account of the Administrative Agent as provided in
Section 3.5 shall not be discharged or satisfied by any tender, or any recovery
pursuant to any judgment, which is expressed in or converted into any currency
other than Dollars, except to the extent such tender or recovery shall result in
the actual receipt by the Administrative Agent at its Payment Account on behalf
of the Banks or holders of the Notes of the full amount of Dollars expressed to
be payable in respect of the principal of and interest on the Notes and all
other amounts due hereunder or under any other Transaction Document. The
obligation of the Borrower to make payments in Dollars as aforesaid shall be
enforceable as an alternative or additional cause of action for the purpose of
recovery in Dollars of the amount, if any, by which such actual receipt shall
fall short of the full amount of Dollars expressed to be payable in respect of
the principal of and interest on the Notes and any other amounts due under any
other Transaction Document, and shall not be affected by judgment being obtained
for any other sums due under this Agreement or under any other Transaction
Document.


                                                                       EXECUTION

                                       76
<PAGE>

          10.12 Counterparts; Faxed Signature. This Agreement may be executed in
                -----------------------------
any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the
Borrower and the Administrative Agent. This Agreement may be executed by
facsimile signature and each such signature shall be treated in all respects as
having the same effect as an original signature.

          10.13 Amendment or Waiver. Neither this Agreement nor any other
                ------------------
Transaction Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the Required Banks and the Agent; provided, however, that
                                                       --------  -------
no such change, waiver, discharge or termination shall, without the consent of
each Bank, (i) extend any scheduled payment date or the final maturity of any
Loan or Note, or reduce the rate or extend the time of payment of interest or
fees thereon, or reduce the principal amount thereof, or increase the Commitment
of any Bank over the amount thereof then in effect (it being understood that a
waiver of any Default or Event of Default or of a mandatory reduction in the
Total Commitment shall not constitute a change in the terms of any Commitment
Obligation of any Bank), (ii) release all or substantially all of the Collateral
under any Security Document except as shall be otherwise provided in any
Transaction Document, (iii) amend, modify or waive any provision of this Section
10.13 or Section 9.6, 10.1, 10.2, 10.4, 10.7 or 10.8(b), (iv) reduce the
percentage specified in the definition of Required Banks or (v) consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement.

          10.14 Severability. In case any provision in or obligation under this
                ------------
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

          10.15 Survival. All indemnities set forth herein including, without
                -------
limitation, in Sections 2.10, 2.11, 3.6, 9.6 and 10.1 shall survive the
execution and delivery of this Agreement and the Notes and the making and
repayment of the Loans.

          10.16 Domicile of Loans. Each Bank may transfer and carry its Loans
                -----------------
at, to or for the account of any office, Subsidiary or Affiliate of such Bank.

          10.17 Usury Savings Clause.  Notwithstanding any other provision
                --------------------
herein, the aggregate interest rate charged with respect to any of the
Obligations, including all charges or fees in connection therewith deemed in the
nature of interest under applicable law shall not exceed the Highest Lawful
Rate. If the rate of interest (determined without regard to the preceding
sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the
outstanding amount of the Loans made hereunder shall bear interest at the
Highest Lawful Rate until the total amount of interest due hereunder equals the
amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect. In
addition, if when the Loans made hereunder are repaid in full the total interest
due hereunder (taking into account the increase provided for above) is less than
the total amount of interest which would have been due hereunder


                                                                       EXECUTION

                                       77
<PAGE>

if the stated rates of interest set forth in this Agreement had at all times
been in effect, then to the extent permitted by law, the Borrower shall pay to
the Administrative Agent an amount equal to the difference between the amount of
interest paid and the amount of interest which would have been paid if the
Highest Lawful Rate had at all times been in effect. Notwithstanding the
foregoing, it is the intention of Banks and the Borrower to conform strictly to
any applicable usury laws. Accordingly, if any Bank contracts for, charges, or
receives any consideration which constitutes interest in excess of the Highest
Lawful Rate, then any such excess shall be cancelled automatically and, if
previously paid, shall at such Bank's option be applied to the outstanding
amount of the Loans made hereunder or be refunded to the Borrower.

          10.18 Effectiveness. This Amended and Restated Credit Agreement shall
                -------------
become effective on the date (the "Effective Date") under the Existing Credit
                                   --------------
Agreement are made on or before February 9, 2000 on which the later of the
following occurs (i) the Borrower and each of the Agents and Banks and Issuing
Banks shall have signed a copy hereof (whether the same or different copies) and
shall have delivered the same to the Administrative Agent at its Notice Office
or, in the case of the Banks and Issuing Banks, shall have given to the
Administrative Agent telephone (confirmed in writing), written or telex notice
(actually received) at such office that the same has been signed and mailed to
it, and (ii) the conditions precedent set forth in Section 4.2 shall be
satisfied or waived in accordance with the terms hereof and (iii) the initial
Loans in an amount sufficient to repay the Existing Loans and all other amounts
owing (whether or not presently due and payable, and including all interest and
fees accrued to the Effective Date). The Administrative Agent will give the
Borrower, each Bank and each Issuing Bank prompt written notice of the
occurrence of the Effective Date.


                                                                       EXECUTION

                                       78
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

                                          WIRELESS FACILITIES, INC.

                                          By: /s/ Terry Ashwill
                                             ----------------------------------
                                             Name: Terry Ashwill
                                             Title: CFO



                                      S-1                              EXECUTION
<PAGE>

                                  CREDIT SUISSE FIRST BOSTON
                                  as Sole Lead Arranger, Administrative Agent,
                                  Collateral Agent, an Issuing Bank and a Bank

                                  By: /s/ Robert Hetu
                                      -------------------------------------
                                      Name: Robert Hetu
                                      Title: Director



                                  By: /s/ Lalita Advani
                                      -------------------------------------
                                      Name: Lalita Advani
                                      Title: Assistant Vice President


                                      S-2                              EXECUTION
<PAGE>

                                  BANK OF AMERICA, N.A.
                                  as Documentation Agent and a Bank


                                  By:  /s/ Richard M. Stakke
                                      -------------------------------------
                                      Name: Richard M. Stakke
                                      Title: Managing Director


                                      S-3                              EXECUTION
<PAGE>

                                         BANK ONE ARIZONA, N.A.
                                         as Syndication Agent and a Bank


                                         By: /s/ Robert L. Cummings
                                             ---------------------------------
                                             Name:   Robert L. Cummings
                                             Title:  Vice President



                                      S-4                              EXECUTION
<PAGE>

                                  IMPERIAL BANK
                                  as Managing Agent, an Issuing Bank and a Bank

                                  By: /s/ Michael Barrier
                                      ---------------------------------------
                                      Name:    Michael Barrier
                                      Title:   Senior VIce President



                                        S-5                            EXECUTION
<PAGE>

                                                                      SCHEDULE 1
                                                             TO CREDIT AGREEMENT

      COMMITMENTS/LOANS AS OF EFFECTIVE DATE AFTER MAKING OF INITIAL LOANS

Name of Bank                               Commitment           Loans
------------                               ----------           -----

Credit Suisse First Boston                 $ 25,000,000         $10,000,000

Imperial Bank                              $ 25,000,000         $10,000,000

Bank of America, N.A                       $ 25,000,000         $10,000,000

BankOne, Arizona, N.A                      $ 25,000,000         $10,000,000

       Total                               $100,000,000         $40,000,000


316543-New York Server 5A             Schedule 1                       EXECUTION
<PAGE>

                                                                      SCHEDULE 2
                                                             TO CREDIT AGREEMENT

                           APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
Bank                          Base Rate Lending Office     LIBOR Lender Office
----                          ------------------------     -------------------
-------------------------------------------------------------------------------------
<S>                           <C>                          <C>
Credit Suisse First Boston    Credit Suisse First Boston   Credit Suisse First Boston
                              11 Madison Avenue            11 Madison Avenue
                              New York, NY 10010           New York, NY 10010
                              Attention: Agency Group      Attention: Agency Group
                              Telephone: 212-325-4940      Telephone:  212-325-4940
                              Telecopier: 212-325-8304     Telecopier:  212-325-8304
-------------------------------------------------------------------------------------
Imperial Bank                 Imperial Bank                Imperial Bank
                              701 B Street, Suite 600      701 B Street, Suite 600
                              San Diego, CA 92101          San Diego, CA 92101
                              Attention: Michael Berrier   Attention: Michael Berrier
                              Telephone: (619) 338-1512    Telephone: (619) 338-1512
                              Telecopier: (619) 234-2234   Telecopier: (619) 234-2234
-------------------------------------------------------------------------------------
Bank of America, N.A.         Bank of America              Bank of America
                              101 N. Tryon St.             101 N. Tryon St.
                              NCI - 001 - 15 - 03          NCI - 001 - 15 - 03
                              Charlotte, NC  28255         Charlotte, NC  28255
                              Attn: Carole Greene          Attn: Carole Greene
                              Tel. 704-386-9875            Tel. 704-386-9875
                              Fax. 704-409-0069            Fax. 704-409-0069
-------------------------------------------------------------------------------------
BankOne Arizona, N.A.         BankOne Arizona, N.A.        BankOne, Arizona, N.A.
                              201 North Central Ave.       201 North Central Ave.
                              21st Floor                   21st Floor
                              Phoenix, AZ 85004            Phoenix, AZ 85004
                              Attention: Michael McCann    Attention: Michael McCann
                              Telephone: (602) 221-2830    Telephone: (602) 221-2830
                              Telecopier: (602) 221-1259   Telecopier: (602) 221-1259
-------------------------------------------------------------------------------------
</TABLE>


316543-New York Server 5A             Schedule 2                       EXECUTION
<PAGE>

                                                                      SCHEDULE 3
                                                             TO CREDIT AGREEMENT

                               SECURITY DOCUMENTS

1.    Amended and Restated Security Agreement executed by the Borrower and the
      Guarantors

2.    California UCC-1 Financing Statement executed by the Borrower in respect
      of the Security Agreement dated August 18, 1999

3.    California UCC-3 Financing Statement to be executed by the Borrower and
      Imperial Bank in respect of the Security Agreement, as amended and
      restated by the Security Agreement Amendment and the Pledge Agreement.

4.    Arizona, California, Delaware, New Jersey and Virginia UCC-1 Financing
      Statements to be executed by the Borrower in respect of the Amended and
      Restated Security Agreement and the Pledge Agreement.

5.    California, Delaware and Texas UCC-1 Financing Statements to be executed
      by WFI Network Management Services Corp. in respect of the Amended and
      Restated Security Agreement Amendment and the Pledge Agreement.

6     California, Delaware and Texas UCC-1 Financing Statements to be executed
      by WFI NMC Corp. in respect of the Amended and Restated Security Agreement
      Amendment and the Pledge Agreement.

7     California, Delaware and Texas UCC-1 Financing Statements to be executed
      by WFI NMC LP in respect of the Amended and Restated Security Agreement
      Amendment and the Pledge Agreement.

8     California and Delaware UCC-1 Financing Statements to be executed by
      Wireless Facilities, Inc./Entel in respect of the Amended and Restated
      Security Agreement Amendment.

9.    Guarantees

10.   Reaffirmations of Guarantees

11.   Pledge Agreements (including the UK Share Charge).


316543-New York Server 5A             Schedule 3                       EXECUTION
<PAGE>

                                                                      SCHEDULE 4
                                                             TO CREDIT AGREEMENT

                                   INVESTMENTS
                [Included in Definition of Permitted Investments]

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Investment                                         Balance at 12/31/00     Percentage Owned
------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>
Hybrid Path Communications LLC                          $100,459            7.5% at time of
                                                                        investment (251 Shares)
------------------------------------------------------------------------------------------------
Diverse Networks. ("DNT")                              $4,031, 301              16.67%
------------------------------------------------------------------------------------------------
Comm Verge Solutions                                   $5,000,004         1,184,835 shares of
                                                                        Series B (25% of Series
                                                                          B in issue, 6.1% of
                                                                          total common stock,
                                                                         Series A and Series B).
------------------------------------------------------------------------------------------------
American Radio Telecom ("ART")                          $104,776         100% (101,606 shares)
------------------------------------------------------------------------------------------------
Wireless Facilities International ("WFIL"), Ltd.       $32,362,430               100%
------------------------------------------------------------------------------------------------
WFI de Mexico, S. de R.L. de C.V.                      $10,747,008               97.2%
------------------------------------------------------------------------------------------------
</TABLE>

316543-New York Server 5A             Schedule 4                       EXECUTION
<PAGE>

                                                                      SCHEDULE 5
                                                             TO CREDIT AGREEMENT

                         SECURITIES CONVERTIBLE INTO OR
                         EXCHANGEABLE FOR CAPITAL STOCK
                                 [Section 5.11]

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
<S>                                    <C>
Stock Options held by Employees        11,009,624 options to purchase common stock in total
-------------------------------------------------------------------------------------------
Scot Jarvis                                         warrants exercisable for 450,000 Common
-------------------------------------------------------------------------------------------
Scott Anderson                                      warrants exercisable for 450,000 Common
-------------------------------------------------------------------------------------------
Daria Chaisson                                         warrants exercisable for 1020 Common
-------------------------------------------------------------------------------------------
Erroll Chaisson                                         warrants exercisable for 980 Common
-------------------------------------------------------------------------------------------
</TABLE>

316543-New York Server 5A             Schedule 5                       EXECUTION
<PAGE>

                                                                      SCHEDULE 6
                                                             TO CREDIT AGREEMENT

                                  INDEBTEDNESS
                                [Section 5.12(a)]

(All Indebtedness of the Borrower and its Subsidiaries)

--------------------------------------------------------------------------------
                     Creditor                              12/29/00 Balance
--------------------------------------------------------------------------------
Imperial Bank, outstandings under Existing                    $24,851,545
Credit Agreement (deemed replaced with Loans
hereunder on the Effective Date)
--------------------------------------------------------------------------------
Imperial Bank, Note Payable (remaining                        $   833,333
principal balance of $1 million term loan)
--------------------------------------------------------------------------------
Mike Ralph (Questus, Ltd. Acquisition Note)                   $ 1,500,000
--------------------------------------------------------------------------------
CSI Capital Lease Obligation                                  $ 6,195,196
--------------------------------------------------------------------------------
Enterprise Capital Lease Obligation                           $   173,710
--------------------------------------------------------------------------------
Banc One Capital Lease Obligation                             $ 2,972,859
--------------------------------------------------------------------------------
Lucent Capital Lease Obligation                               $ 1,190,454
--------------------------------------------------------------------------------


316543-New York Server 5A             Schedule 6                       EXECUTION
<PAGE>

                                                                      SCHEDULE 7
                                                             TO CREDIT AGREEMENT

                                      LIENS
                                [Section 5.12(b)]

                                [ BEING UPDATED]

                                     PART A

                     1.California UCC Financing Statements.

Identification No.:          Secured Party:                         Date Filed:
-------------------          --------------                         -----------

0006260346                   Imperial Bank                          02/28/00
                             701 B Street, Suite 600
                             San Diego, CA  92101-8120
                             (Blanket Lien)

0020160679                   Banc One Leasing Corporation           07/13/00
                             1111 Polans Pkwy. Suite A-3
                             Columbus, OH  43240
                             (Blanket Lien)

                                     PART B

                                      None

316543-New York Server 5A             Schedule 7                       EXECUTION
<PAGE>

                                    SCHEDULE
                               TO CREDIT AGREEMENT

                                    INSURANCE
                                [Section 5.12(c)]

                See Attached Description of Summary of Insurance.


316543-New York Server 5A             Schedule 8                       EXECUTION
<PAGE>

                            Wireless Facilities, Inc.

                              Summary of Insurance

                                 March 22, 2001

                                  Presented By

                         Marsh Risk & Insurance Services
                          4445 Eastgate Mall, suite 300
                            San Diego, CA 92121-1979
                               Tel: (858) 552-4200
                               Fax: (858) 552-4299
                                License #0437153
                                www.marshweb.com


316543-New York Server 5A                                              EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

                                Table of Contents

                                      Page

                                INamed Insureds1

                                   IIProperty2

                        IIICommercial General Liability5

                             IVBusiness Automobile7

                            VInternational Insurance8

                             VIUmbrella Liability10

                VIIAdmitted Mexico Commercial General Liability12

                                   VIIICrime13

                             IXFiduciary Liability14

                            XWorkers' Compensation15

                        XIErrors & Omissions Liability17

--------------------------------------------------------------------------------
THIS SUMMARY IS INTENDED AS A BRIEF OVERVIEW OF COVERAGES ONLY. PLEASE REFER TO
YOUR POLICY FOR SPECIFIC DETAILS, TERMS AND CONDITIONS.
--------------------------------------------------------------------------------


316543-New York Server 5A                                              EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

                                 Named Insureds

            .     Wireless Facilities, Inc.
            .     Entel Technologies, Inc.
            .     WFI Network Management Services Corporation (Delaware
                  Corporation)
            .     WFI Network Management Company, LP (Texas Company)
            .     Wireless Facilities Latin America LTDA (Brazilian Corporation)
            .     WFI de Mexico, S.A. de C.V. (Mexico Corporation)
            .     WFI de Mexico, S.R.L. de C.V. (Mexican LLC)
            .     Wireless Facilities International, Ltd. (U.K. Corporation)
            .     WFI UK, Ltd. (U.K. Corporation)
            .     And per Organizational Chart dated 11/15/00

     And All Wholly Owned or Financially Controlled Organizations, Firms or
    Corporations (including Subsidiaries thereof) and Organizations, Firms or
       Corporations of Which the Named Insured(s) has assumed or exercised
    management control, all now existing, which may hereafter exist, or have
                                    existed.


316543-New York Server 5A                   1                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

                               Property Insurance

                                Insurance Company
                    St. Paul Fire & Marine Insurance Company
                              AM Best Rating: A+ XV

                                  Policy Number
                                   TE06101777

                                  Policy Period
                 12:01 am, January 16, 2001 to December 16, 2001

                     Limits of Insurance & Property Covered
                      Blanket Personal Property$10,084,404
                 Blanket Business Income/Extra Expense$5,000,000
                Blanket Computer Equipment, Data & MediaIncluded
                                and Extra Expense
            Earthquake Sprinkler Leakage - California only$5,000,000
                     Property in Transit - Worldwide$500,000

                                   Deductible
                                 Property$5,000
                             Portable Computer$2,500
                       Earthquake Sprinkler Leakage$50,000

                              Annual Premium$28,303

            Coverage Extensions
            .     Special Form Coverage
            .     $2,000,000 Newly Acquired or Constructed Buildings
            .     $1,000,000 Personal Property at Newly Acquired Locations
            .     $500,000 Any Unnamed Location - Including RF Test Equipment,
                  Property on Exhibit, and Salesmen's Samples


316543-New York Server 5A                   2                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

                                Property Coverage

                        Coverage Extensions (cont.)
                        .     $100,000 Accounts Receivable
                        .     $100,000 Valuable Papers & Records
                        .     $25,000 Pollution Cleanup
                        .     $1,000,000 Off Premises Utilities Interruption
                        .     $25,000 Fine Arts
                        .     Agreed Amount/Waiver of Coinsurance
                        .     Replacement Cost Coverage
                        .     Selling Price Clause
                        .     Building Ordinance included
                        .     $500,000 Fire Legal Liability
                        .     Boiler and Machinery Included

                        Exclusions
                        .     Per Policy Form
                        .     Y2K


316543-New York Server 5A                   3                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

               Property InformationStatement of Values 2000 - 2001

--------------------------------------------------------------------------------
                                                 Business Personal    Business
                                                  Property & EDP    Income Incl.
                    Location                      (Includes R&D)   Extra Expense
--------------------------------------------------------------------------------
1.    9805 Scranton Road San Diego, CA 92121-1765    $8,000,000       $5,000,000
--------------------------------------------------------------------------------
2.    1840 Michael Faraday Drive, Suite 200          $1,505,000       Included
      Reston, VA 20190
--------------------------------------------------------------------------------
3.    701 Presidential Drive                         $579,404         Included
      Richardson, TX 75081
--------------------------------------------------------------------------------
TOTAL                                                $10,084,404      $5,000,000
--------------------------------------------------------------------------------

                                   SignedDated


316543-New York Server 5A                   4                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

                          Commercial General Liability

                                Insurance Company
                    St. Paul Fire & Marine Insurance Company
                              AM Best Rating: A+ XV

                                  Policy Number
                                   TE06101777

                                  Policy Period
                 12:01 am, January 16, 2001 to December 16, 2001

                                   Policy Form
             Occurrence; Defense Costs in Addition to Policy Limits

                               Limits of Insurance
                           General Aggregate$2,000,000
               Products - Completed Operations Aggregate$2,000,000
                     Personal & Advertising Injury$1,000,000
                            Each Occurrence$1,000,000
                     Medical Expense - Any One Person$10,000

                                 Annual Premium
                 Non-Auditable (Estimated Sales $400MM)$119,861

            Coverage Extensions
            .     Automatic Coverage for Newly Acquired Organizations - 90 Days
            .     Blanket Contractual Liability
            .     Broad Form Named Insured
            .     Cancellation Notice - 60 Days (10 Days for Nonpayment)


316543-New York Server 5A                   5                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

                          Commercial General Liability

                  Coverage Extensions (cont.)
                  .     Employee Benefit Administration Liability
                  .     Claims Made Form
                  .     $1,000,000 Each Wrongful Act
                  .     $3,000,000 Aggregate Limit
                  .     $1,000 Deductible
                  .     Employees as Additional Insureds
                  .     Fellow Employee Exclusion deleted
                  .     Non-Owned Watercraft Liability - Under 26 feet in length
                  .     Blanket Vendors as Additional Insureds
                  .     Blanket Additional Insureds - Lessors of Premises or
                        Equipment
                  .     Worldwide Liability - Suits Brought in U.S. and Canada

                  Exclusions
                  .     Per Policy Form
                  .     Employment Practices Liability
                  .     Intellectual Property

                            Claims Made Notification

   This policy contains a CLAIMS-MADE provision which applies to claims under
    the Employee Benefit Liability coverage. Claims under this policy must be
      submitted by you the insurer during the policy period for coverage to
       apply. Be aware that late reporting could result in a disclaimer of
                        coverage letter from the insurer.


316543-New York Server 5A                   6                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

                               Business Automobile

                                Insurance Company
                    St. Paul Fire & Marine Insurance Company
                              AM Best Rating: A+ XV

                                  Policy Number
                                   TE06101777

                                  Policy Period
                 12:01 am, January 16, 2001 to December 16, 2001

                               Limits of Insurance
                 Liability - Any One Accident or Loss$1,000,000
                   Uninsured/Underinsured Motorists$1,000,000
                             Medical Payments$5,000
                         Comprehensive Deductible$1,000
                           Collision Deductible$1,000

                                 Annual Premium
                           Adjustable at Audit$50,414

                  Coverage Extensions
                  .     Broad Form Named Insured
                  .     Cancellation Notice - 60 Days (10 Days for Nonpayment)
                  .     Employees as Additional Insureds
                  .     Non-Owned and Hired Automobile Liability
                  .     Hired Automobile Physical Damage
                  .     Limit Per VehicleActual Cash Value
                  .     Deductible$1,000Comprehensive $1,000Collision
                  .     Lessors as Additional Insured

                  Exclusions
                  .     Per Policy Form


316543-New York Server 5A                   7                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

                            International Insurance

                               Insurance Company
                    St. Paul Fire & Marine Insurance Company
                             AM Best Rating: A+ XV

                                 Policy Number
                                   TE06101957

                                 Policy Period
                12:01 am, January 16, 2001 to December 16, 2001

                                    Coverage
                               General Liability
                          General Aggregate$2,000,000
                    Personal & Advertising Injury$1,000,000
              Products & Completed Operations Aggregate$2,000,000
                            Premises Damage$250,000
                             Medical Expense$10,000
                            Per Occurrence$1,000,000

                          Employee Benefits Liability
                            Per Occurrence$1,000,000
                              Aggregate$3,000,000
                                Deductible$1,000

   Voluntary Workers Compensation/Employers Liability Benefits: State of Hire
                          Employers Liability$1,000,000
                          Repatriation Expense$250,000

                         Contingent Automobile Liability
               Bodily Injury & Property Damage Liability$1,000,000


316543-New York Server 5A                   8                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

                             International Insurance

                                    Property
                        Any Unscheduled Location$300,000

                                Deductible$1,000

                              Annual Premium$6,968


316543-New York Server 5A                   9                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

                               Umbrella Liability

                                Insurance Company
                   National Union Fire Insurance Company (AIG)
                             AM Best Rating: A++ XV

                                  Policy Number
                                    BE7407927

                                  Policy Period
                 12:01 am, January 16, 2001 to December 16, 2001

                               Limits of Insurance
                          General Aggregate$35,000,000
                           Each Occurrence$35,000,000
                Product/Completed Operations Aggregate$35,000,000

                             Self-Insured Retention
                  Per Occurrence if no Underlying CoverageNone

                                Excess of Primary
                          Commercial General Liability
                          Business Automobile Liability
                              Employer's Liability
                    Employee Benefit Administration Liability
      International General Liability, Auto Liability, Employers Liability

                                 Annual Premium
                            Minimum & Deposit$63,387

                                   Policy Form
        Umbrella Form - Occurrence, Defense in Addition to Policy Limits


316543-New York Server 5A                  10                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

                               Umbrella Liability

                  Coverage Extensions
                  .     Broad Form Named Insured
                  .     Cancellation Notice - 60 Days (10 Days for Nonpayment)

                  Exclusions
                  .     Per Policy Form
                  .     Aircraft Products
                  .     Asbestos
                  .     Care, Custody & Control - Real and Personal Property
                  .     Employment Practices Liability
                  .     Pollution - Hostile Fire Exception
                  .     Punitive Damages
                  .     Professional Liability Exclusion


316543-New York Server 5A                  11                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

                  Admitted Mexico Commercial General Liability

                                Insurance Company
                           Seguros Commercial America

                                  Policy Number
                                       TBD

                                  Policy Period
                 12:01 am, January 16, 2001 to December 16, 2001

                                   Policy Form
             Occurrence; Defense Costs in Addition to Policy Limits

                               Limits of Insurance
                           General Aggregate$2,000,000
               Products - Completed Operations Aggregate$2,000,000
                            Each Occurrence$1,000,000

                              Annual Premium$1,500
                           Based on $5,000,000 revenue
                             Revenue to be adjusted


316543-New York Server 5A                  12                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

Crime

                  Insurance Company
                  Gulf Insurance Company
                  AM Best Rating: A+ IX

                  Policy Number
                  GA00716156

                  Policy Period
                  12:01 am, January 16, 2001 to December 16, 2001

                  Limits of Insurance
                  Employee Dishonesty                              $1,000,000
                  Money & Securities -Loss Inside                  $1,000,000
                  Money & Securities -Loss Outside                 $1,000,000
                  Depositor's Forgery                              $1,000,000
                  Computer Fraud                                   $1,000,000

                  Deductible
                  (Does not apply to Employee Benefit Plans)          $15,000

                  Annual Premium                                       $6,735

                  Extensions of Coverage
                  .     ERISA Endorsements
                  .     Worldwide Coverage
                  .     Broad Form Named Insured
                  .     60 Days Notice of Cancellation

                  Covered Plans

                  Any Employee Benefit Plan required By ERISA to be bonded

                  Exclusions
                  .     Per Policy Form


316543-New York Server 5A                  13                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

Fiduciary Liability

                  Insurance Company
                  Gulf Insurance Company
                  AM Best Rating: A+ IX

                  Policy Number
                  GA00716169

                  Policy Period
                  12:01 am, January 16, 2001 to December 16, 2001

                  Policy Form
                  Claims Made

                  Limits of Insurance
                  Aggregate                                          $1,000,000

                  Deductible                                                NIL

                  Retroactive Date                                     12/16/99

                  Benefit Plans Covered
                  All plans on file with the company

                  Coverage Extensions
                  .     Employee Benefit Administration Liability

                  Annual Premium                                         $1,746


316543-New York Server 5A                  14                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

Workers' Compensation and Employer's Liability

                  Insurance Company
                  Safety National
                  AM Best Rating: A VIII

                  Policy Number
                  LDC0000126

                  Policy Period
                  December 16, 2000 to December 16, 2001

                  Coverage and Limits of Insurance
                  Coverage A - Workers' Compensation - Statutory
                  Coverage B - Employer's Liability
                         Bodily Injury by Accident:  Each Accident    $1,000,000
                         Bodily Injury by Disease:   Each Employee    $1,000,000
                         Bodily Injury by Disease:   Policy Limit     $1,000,000

                  Aggregate Limit                                     $5,000,000

                  Deductible                                            $150,000

                  Rates
                  Per $100 Payroll; Standard Rates Filed with Each State

                  Premium (Including State Assessments)
                  Adjustable at Audit                                   $200,579
                  Payment Plan: 20% down plus 9 monthly installments

                  Experience Modifications           2000
                                                     ----
                  California                          TBD
                  NCCI                                .78


316543-New York Server 5A                  15                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

Workers' Compensation and Employer's Liability

                  Coverage Extensions and Conditions
                  .     Cancellation Notice - 30 Days
                  .     Other States Coverage - Excluding ND, OH, WV, WY
                  .     U.S. Longshoreman's and Harbor Workers' Act
                  .     Voluntary Compensation
                  .     Stop Gap

                  Exclusions
                  .     Per Policy Form


316543-New York Server 5A                  16                          EXECUTION
<PAGE>

Wireless Facilities, Inc.
--------------------------------------------------------------------------------
                                                            Summary of Insurance

Errors & Omissions Liability

                  Insuring Company
                  Steadfast Insurance Company
                  AM Best Rating: A+ XV

                  Policy Number
                  EOC356521201

                  Policy Period
                  12:01 a.m., September 1, 2000, to September 1, 2001

                  Limits of Insurance
                  Each Claim                                         $5,000,000
                  Aggregate - Each Policy Period                     $5,000,000

                  Deductible
                  Each and Every Claim                                  $50,000

                  Retroactive Date                                      7/13/95

                  Premium                                              $120,484

                  Extended Reporting Period           Twelve (12) months at 100%
                         of the total premium.

                  Endorsements
                  .     Amendment of Exclusion A
                  .     Automatic Acquisition Endorsement - for Entities that do
                        not exceed $32,000,000 in revenue
                  .     Construction Management Exclusion
                  .     Contingent BI/PD Endorsement
                  .     Punitive Damages Endorsement
                  .     Subsidiary Endorsement
                  .     Telecommunication, Information Technology, and
                        Multimedia Endorsement
                  .     Worldwide Endorsement


316543-New York Server 5A                  17                          EXECUTION
<PAGE>

                                                                      SCHEDULE 9
                                                             TO CREDIT AGREEMENT

LEASED REAL
PROPERTY

                                 [Section 6.11]

<TABLE>
<CAPTION>
Address                                                  Landlord
-------                                                  --------
<S>                                            <C>
Bridge Pointe Corporate Centre                 Franklin Templeton Companies
4810 Eastgate Mall                             2000 Alameda De La Pulgas #200A
San Diego, CA 92121                            San Mateo, CA  94402

1840 Michael Faraday Dr., Suite 101, 240       Chevy Chase Lane Company
Reston, VA 20190                               2 Wisconsin Circle
                                               Chevy Chase, MD   20815

1840 Michael Faraday Dr., Suite 200            General Dynamics
Reston, VA 20190                               100 Ferguson Drive
                                               Moutainview, CA 94039

701 Presidential Drive Area 134                Aetna Life Insurance
Richardson, TX  75081                          820 N. Glenville Road
                                               Richardson, TX 75081

141 South Black Horse Place, Suite 204         Leasing Agent:  Blackwood Medical Center
Blackwood, NJ 08012                            c/o Needleman Management Co.
                                               1060 N. Kings Highway, ,Suite 250
                                               Cherry Hill, NJ 08034
                                               Att:  Howard Needleman

6613 N. Scottsdale Rd. #200                    TTT Rental Properties
Phoenix, AZ 85250                              P.O. Box 1965
                                               Tracy, CA 95378
                                               Expires 2/28/01

8432 Rovana Circle                             Leasing Agent:  DDS Rental Account
Sacramento, CA 95828                           125 Thunderbird Ct.
                                               Novato, CA 94949
                                               Att:  Tom Chaps

Musset No. 10                                  Emilia Diaz Noriega
Reforma Polanco, C.P. 11550                    Renan 18, Dpto 304
Mexico, D.F.                                   Colonia Anzures, C.P. 11590
                                               Mexico, D.F.

Newton 286, Colonia Polanco                    Descartes, S.A. de C.V.
C.P. 11560, Mexico D.F.                        Hamburgo 75, p.c., Colonia Juarez
Mexico                                         C.P. 06600, Mexico D.F.
                                               Contact: Mireya Juarez
                                               Attorney: Alejandro Espinosa Duran

Alameda Santos, 1800, 8o.                      Leasing Agent:
Andar, 8B
Cerqueira Cesar, 01418-200
Sao Paulo, Brazil

74 North Street                                Leasing Agent:
Guildford, Surrey Gu14AW
United Kingdom
</TABLE>


316543-New York Server 5A                  Schedule 9                  EXECUTION
<PAGE>

                                                                     SCHEDULE 10
                                                             TO CREDIT AGREEMENT

                                  SUBSIDIARIES
                                 [Section 5.16]

The entities named in Schedule 11 other than Wireless Facilities, Inc.
constitute all of the Subsidiaries of Wireless Facilities, Inc.

The following is a list of all of the Material Foreign Subsidiaries as of the
Effective Date:

      (1)   WFI de Mexico S. de R.L. de C.V.; and
      (2)   Wireless Facilities International Limited

The following constitute all of the direct Subsidiaries of Wireless Facilities,
Inc. as of the Effective Date:

      (1)   WFI FSC, Inc.;
      (2)   WFI Network Management Services Corp.;
      (3)   Wireless Facilities, Inc./Entel;
      (4)   Wireless Facilities Latin America LTDA;
      (5)   Wireless Facilities International Limited
      (6)   WFI UK Ltd.
      (7)   WFI de Mexico, S. de R.L. de C.V.; and
      (8)   WFI de Mexico, S.A. de C.V.

The following constitute all of the Subsidiaries of WFI de Mexico, S.A. de C.V.
as of the Effective Date:

      (1)   WFI Asesoria En Telecomunicaciones, S.C. de C.V.; and
      (2)   WFI Asesoria En Administracion S.C. de C.V.

The sole Subsidiary of WFI Network Management Services Corp. as of the Effective
Date is WFI NMC Corp.

The sole Subsidiary of WFI NMC Corp. as of the Effective Date is WFI NMC LP.

The following constitute all of the Subsidiaries of Wireless Facilities
International Limited as of the Effective Date:

      (1)   Wireless Facilities International Germany GmbH;
      (2)   Wireless Facilities Telekomunikasyon Servis Ltd. Sit.; and
      (3)   Questus Limited
      (4)   Wireless Facilities International Spain S.L.

The following constitute all of the Subsidiaries of Questus Limited as of the
Effective Date:

      Questus Scandinavia AB; and
      Questus GmbH.

The sole Subsidiary of Questus Scandinavia AB as of the Effective Date is WFI
Scandinavia AB.


316543-New York Server 5A                Schedule 10                   EXECUTION
<PAGE>

                                                                     SCHEDULE 11
                                                             TO CREDIT AGREEMENT

                   ORGANIZATIONAL/CAPITAL STRUCTURE; OWNERSHIP

Jurisdictions of Organization and Qualification

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                  Type        Jurisdiction of   Jurisdiction of        Authorized     Capital Stock
                Name               of          Organization     Qualification           Capital          in Issue         FEIN
                              Organization                                               Stock
<S>                            <C>               <C>           <C>                   <C>               <C>              <C>
Wireless Facilities, Inc.      Corporation       Delaware      Arizona               195,000,000 of    43,337,707 of    13-3818604
                                                                                     Common Stock      Common Stock
                                                               Arkansas

                                                               California

                                                               Connecticut           5,000,000 of      No Preferred
                                                                                     Preferred Stock   Stock

                                                               Colorado
                                                               District of Columbia
                                                               Delaware
                                                               (state of
                                                               incorporation)
                                                               Florida
                                                               Georgia
                                                               Hawaii
                                                               Idaho
                                                               Illinois
                                                               Indiana
                                                               Iowa
                                                               Kentucky
                                                               Louisiana
                                                               Maine
                                                               Maryland
                                                               Massachusetts
                                                               Michigan
</TABLE>


316543-New York Server 5A                 Schedule 11 - 1              EXECUTION
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                        Type         Jurisdiction of      Jurisdiction of
                Name                                     of            Organization        Qualification
                                                    Organization
<S>                                                  <C>                  <C>                <C>
                                                                                             Mississippi
                                                                                             Missouri
                                                                                             Nebraska
                                                                                             Nevada
                                                                                             New Hampshire
                                                                                             New Mexico
                                                                                             New York
                                                                                             New Jersey
                                                                                             North Carolina
                                                                                             Oklahoma
                                                                                             Oregon
                                                                                             Pennsylvania
                                                                                             South Carolina
                                                                                             Texas
                                                                                             Utah
                                                                                             Virginia
                                                                                             Washington

WFI Network Management Services Corp.                Corporation          Delaware           Texas

WFI FSC, Inc.                                        Corporation          Barbados           Barbados
Wireless Facilities, Inc./Entel.                     Corporation          Delaware           Inactive
WFI UK Ltd.                                          Corporation          UK                 EU
Wireless Facilities International Limited            Corporation          UK                 EU
WFI NMC LP                                           Limited Partnership  Delaware           Texas
WFI NMC Corp.                                        Corporation          Delaware           Delaware
Wireless Facilities International Spain S.L.         Corporation          Spain              EU
Wireless Facilities International Germany GmbH       Corporation          Germany            EU


<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                         Authorized           Capital Stock
                Name                                      Capital                in Issue             FEIN
                                                           Stock
<S>                                                     <C>                   <C>                   <C>


















WFI Network Management Services Corp.                   1,000,000             1000 Common           33-0896808
                                                        Common
WFI FSC, Inc.                                           100 Common            100 Common            98-0231870
Wireless Facilities, Inc./Entel.                        1500 Common           12 Common             52-1924331
WFI UK Ltd.                                             1000 Shares           1000 Shares           3983956
Wireless Facilities International Limited               1000 Shares           900 Shares            3877285
WFI NMC LP                                              1000 Common           1000 Common           33-093-7529
WFI NMC Corp.                                           1000 Common           1000 Common           33-0937682
Wireless Facilities International Spain S.L.            400                   400
Wireless Facilities International Germany GmbH          Share Capital is      Share capital
                                                        in nominal amount     contribution is
                                                        of EUROS 25,000,000   fully paid in cash
</TABLE>


316543-New York Server 5A                 Schedule 11 - 2              EXECUTION
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                                         Type        Jurisdiction of   Jurisdiction of
                Name                                      of          Organization     Qualification
                                                     Organization
<S>                                                  <C>                 <C>              <C>
Wireless Facilities Latin America LTDA               Corporation         Brazil           Brazil

Wireless Facilities Telekomunikasyon Servis Ltd      Corporation         Turkey           Turkey
Sit.

Questus Limited                                      Corporation         UK               EU

Questus Scandinavia AB                               Corporation         Sweden           Sweden

WFI Scandinavia AB                                   Corporation         Sweden           Sweden

WFI de Mexico, S. de R.L. de C.V.                    Limited Liability   Mexico           Mexico
                                                     Company

Questus GmBH                                         Corporation         Austria          Austria

WFI Asesoria En Telecomunicaciones S.C. de C.V.      Corporation         Mexico           Mexico




WFI Asesoria En Administracion S.C. de C.V.          Corporation         Mexico           Mexico



WFI de Mexico, S.A. de C.V.                          Corporation         Mexico           Mexico






<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                           Authorized         Capital Stock
                Name                                         Capital             in Issue          FEIN
                                                              Stock
<S>                                                       <C>                 <C>                 <C>
Wireless Facilities Latin America LTDA                    250,000 Quotas      250,000 Quotas

Wireless Facilities Telekomunikasyon Servis Ltd           2,560 Shares        2,560 Shares
Sit.

Questus Limited                                           207,768 Units       207,768 Units        2948181

Questus Scandinavia AB                                    4,000 Shares        1,000 Shares         N/A

WFI Scandinavia AB                                        100,000 SEK         1,000 SEK            N/A

WFI de Mexico, S. de R.L. de C.V.                         2                   2                    N/A


Questus GmBH                                              500                 500                  N/A

WFI Asesoria En Telecomunicaciones S.C. de C.V.           Partner's           Partner's            N/A
                                                          Interests: $10,000  Interest:
                                                          Mex. Pesos          $10,000 Mex.
                                                                              Pesos

WFI Asesoria En Administracion S.C. de C.V.               Partner's           Partner's            N/A
                                                          Interests: $5,000   Interest: $5,000
                                                          Mex. Pesos          Mex. Pesos

WFI de Mexico, S.A. de C.V.                               9,800 Series B      9,050 Series B       N/A
                                                          Common Stock; 200   Common Stock &
                                                          Series A Common     750 Series B
                                                                              Treasury stock;
                                                                              200 Series A
                                                                              Treasury stock
</TABLE>


316543-New York Server 5A                 Schedule 11 - 3              EXECUTION
<PAGE>

                                                                     SCHEDULE 12
                                                             TO CREDIT AGREEMENT

                       EXISTING COMMITMENTS/EXISTING LOANS

Name of Bank                                Commitment            Existing Loans
------------                                ----------            --------------

Imperial Bank                                $25,000,000          $16,040,636.50

BankOne, Arizona, N.A                        $25,000,000          $16,040,636.50

                                             -----------          --------------

Total                                        $50,000,000          $   38,081,273


316543-New York Server 5A                   Schedule 12                EXECUTION
<PAGE>

                                                                     SCHEDULE 13
                                                             TO CREDIT AGREEMENT

                           EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
Issuing  Bank                       Amount ($)       Issue Date        Expiry Date      Beneficiary
-------  ----                       ----------       ----------        -----------      -----------
(and Standby LC Reference No.)
<S>                                 <C>              <C>               <C>              <C>
Imperial Bank                       $375,000         8/30/00           8/29/01          Michael E. Ralph
(0SF00001415)

Imperial Bank                       $375,000         8/30/00           8/29/01          Michael E. Ralph
(0SF00001416)

Imperial Bank                       $375,000         8/30/00           8/29/01          Michael E. Ralph
(0SF00001417)

Imperial Bank                       $375,000         8/30/00           8/29/01          Michael E. Ralph
(0SF00001418)
</TABLE>


316543-New York Server 5A                   Schedule 13                EXECUTION
<PAGE>

                                                                       EXHIBIT A

                               NOTICE OF BORROWING

                                                                          [Date]

Credit Suisse First Boston, as Administrative Agent
for the Banks party to
the Credit Agreement
referred to below

Credit Suisse First Boston
Eleven Madison Avenue
New York, New York 10010
Attention: Agency Group

Ladies and Gentlemen:

            The undersigned, Wireless Facilities, Inc., refers to the Amended
and Restated Credit Agreement, dated as of _________, 2001 (as it may be
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement", the terms defined therein being used herein as therein
defined), among, inter alios, the undersigned, certain Banks parties thereto and
you, as Administrative Agent and Collateral Agent for such Banks, and hereby
gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement,
that the undersigned hereby requests a Borrowing under the Credit Agreement, and
in that connection sets forth below the information relating to such Borrowing
(the "Proposed Borrowing") as required by Section 2.3 of the Credit Agreement:

            (i) The Business Day of the Proposed Borrowing is _____,__.

            (ii) The aggregate principal amount of the Proposed Borrowing is
$______.

            (iii) The Proposed Borrowing is to consist of [Base Rate Loans]
[LIBOR Loans].

            [(iv) The initial Interest Period for the Proposed Borrowing is ____
months.](1)

            [(iv)] [(v)] Following the Proposed Borrowing, the total number of
Borrowings of LIBOR Loans will be_______.

            The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed Borrowing:

            (A) the representations and warranties contained in Section 5 of the
Credit Agreement are correct, before and after giving effect to the Proposed
Borrowing and to the application of the proceeds thereof, as though made on and
as of such date (except to the extent that a representation and warranty speaks
specifically of an earlier date, in which case such representation and warranty
shall be true and correct as of such earlier date);

----------
(1)   To be included for a Proposed Borrowing of LIBOR Loans


347024-New York Server 4A                  A-1                         EXECUTION
<PAGE>

            (B) no Default or Event of Default has occurred and is continuing,
or would result from such Proposed Borrowing or from the application of the
proceeds thereof; and

            (C) the aggregate of the Credit Exposures of the Banks after giving
effect to the Proposed Borrowing will not exceed the Total Commitments.

                                                WIRELESS FACILITIES, INC.


                                                By______________________________
                                                  Name:_________________________
                                                  Title:________________________

cc: [______________]


347024-New York Server 4A                  A-2                         EXECUTION
<PAGE>

                                                                       EXHIBIT B

                                      NOTE

$_______                                                     _______, [New York]
                                                                    ______, 20__

            FOR VALUE RECEIVED, WIRELESS FACILITIES, INC., a corporation
organized and existing under the laws of Delaware (the "Borrower"), hereby
promises to pay to the order of [____] (the "Bank"), for the account of its
Applicable Lending Office (as defined in the Credit Agreement referred to
below), in lawful money of the United States of America in immediately available
funds, at the office of Credit Suisse First Boston (the "Agent") located at
[______________] on the Loan Maturity Date (as defined in the Credit Agreement)
the principal sum of [ ] United States dollars $[____] or, if less, the unpaid
principal amount of all Loans (as defined in the Credit Agreement) made by the
Bank pursuant to the Agreement.

            The Borrower promises also to pay interest on the unpaid principal
amount of each Loan in like money at said office from the date such Loan is made
until paid at the rates and at the times provided in the Credit Agreement.

            This Note is one of the Notes referred to in the Amended and
Restated Credit Agreement, dated as of __________, 2001, among, inter alios, the
Borrower, the Bank, the other financial institutions party thereto and the
Administrative Agent and the Collateral Agent (as it may be amended, restated,
supplemented or otherwise modified through the date hereof and from time to time
thereafter, the "Credit Agreement") and is entitled to the benefits thereof.
This Note is secured by the Security Documents (as defined in the Credit
Agreement). As provided in the Credit Agreement, this Note is subject to
voluntary and mandatory prepayment, in whole or in part, and Loans may be
converted from one Type (as defined in the Credit Agreement) into another Type
to the extent provided in the Credit Agreement.

            In case an Event of Default (as defined in the Credit Agreement)
shall occur and be continuing, the principal of and accrued interest on this
Note may be declared to be due and payable in the manner and with the effect
provided in the Credit Agreement.

            The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.

            THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
THE LAW OP THE STATE OF NEW YORK.

                                                WIRELESS FACILITIES, INC.


                                                By______________________________
                                                  Name:_________________________
                                                  Title:________________________


347024-New York Server 4A                      B-1                     EXECUTION
<PAGE>

                                                                       EXHIBIT C

                              NOTICE OF CONVERSION

                                                                          [Date]

Credit Suisse First Boston, as Administrative Agent
  for the Banks parties to
  the Credit Agreement
  referred to below

Credit Suisse First Boston
Eleven Madison Avenue
New York, New York  10010
Attention:  Agency Group

Ladies and Gentlemen:

            The undersigned, Wireless Facilities, Inc., refers to the Amended
and Restated Credit Agreement, dated as of _________, 2001 (as it may be
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement", the terms defined therein being used herein as therein
defined), among, inter alios, the undersigned, certain Banks parties thereto and
you, as Administrative Agent and Collateral Agent for such Banks, and hereby
gives you notice, irrevocably, pursuant to Section 2.6 of the Credit Agreement,
that the undersigned hereby requests a conversion of Loans under the Credit
Agreement, and in that connection sets forth below the information relating to
such conversion (the "Proposed Conversion") as required by Section 2.6 of the
Credit Agreement:

            (i) The Business Day of the Proposed Conversion is __________,
_______________________

            (ii) The aggregate principal amount of the Proposed Conversion is
$_________________.

            (iii) The Loans (or portions thereof) to be converted (the
"Converted Loans") are [Base Rate [LIBOR] Loans made pursuant to a Borrowing
made on ____________, _______.

            (iv) Following the Proposed Conversion, the Converted Loans will be
[Base Rate] [LIBOR] Loans(1) [, and, if the Converted Loans are to be LIBOR
Loans, the initial Interest Period applicable thereto is _________ months.]

----------
(1)   To be included if Base Rate Loans (or portions thereof) are being
      converted to LIBOR Loans.


347024-New York Server 4A                     C-1                      EXECUTION
<PAGE>

            (v) Following the Proposed Conversion, the total number of
Borrowings of LIBOR Loans will be ___________ and the aggregate principal amount
of each such Borrowing will equal or be greater than $__________.

            The undersigned hereby certifies that no Default or Event of Default
has occurred and is continuing, or would result from the Proposed Conversion.

                                                WIRELESS FACILITIES, INC.


                                                By______________________________
                                                  Name:_________________________
                                                  Title:________________________

cc: [__________]



________________________________________________________________________________
      Loans.


347024-New York Server 4A                     C-2                      EXECUTION
<PAGE>

                                                                       EXHIBIT D

                             NOTICE OF CONTINUATION

                                                                          [Date]

Credit Suisse First Boston, as Administrative Agent for the Banks parties to the
Credit Agreement referred to below

Credit Suisse First Boston
Eleven Madison Avenue
New York, New York 10010
Attention: Agency Group

Ladies and Gentlemen:

            The undersigned, Wireless Facilities, Inc., refers to the Amended
and Restated Credit Agreement, dated as of _________, 2001 (as it may be
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement", the terms defined therein being used herein as therein
defined), among, inter alios, the undersigned, certain Banks parties thereto and
you, as Administrative Agent and Collateral Agent for such Banks, and hereby
gives you notice, irrevocably, pursuant to Section 2.6 of the Credit Agreement,
that the undersigned hereby requests a continuation of LIBOR Loans under the
Credit Agreement, and in that connection sets forth below the information
relating to such continuation (the "Proposed Continuation") as required by
Section 2.6 of the Credit Agreement:

            (i) The Business Day of the Proposed Continuation is _____________,
      ____.


            (ii) The aggregate principal amount of the Proposed Continuation is
      $_________________.

            (iii) The LIBOR Loans (or portions thereof) to be continued as LIBOR
      Loans (the "Continued Loans") were made pursuant to a Borrowing made on
      ___________, _________.

            (iv) The Interest Period for the Continued Loans is _____ months.

            (v) Following the Proposed Continuation, the total number of
      Borrowings of LIBOR Loans will be _____ and the aggregate principal amount
      of each such Borrowing will equal or be greater than $___.


347024-New York Server 4A            Exhibit D Page 1                  EXECUTION
<PAGE>

            The undersigned hereby certifies that no Default or Event of Default
has occurred and is continuing, or would result from the Proposed Continuation.

                                                WIRELESS FACILITIES, INC.


                                                By______________________________
                                                  Name:_________________________
                                                  Title:________________________

cc: [___________]


347024-New York Server 4A            Exhibit D Page 2                  EXECUTION
<PAGE>

                                                                       EXHIBIT E

                                                                          [Date]

[____________] as Issuing Bank
[____________]
[____________]
Attention:  [____________]

Credit Suisse First Boston, as Administrative Agent
for the Banks party to
the Credit Agreement
referred to below

Ladies and Gentlemen:

            The undersigned, Wireless Facilities, Inc., refers to the Amended
and Restated Credit Agreement, dated as of _________, 2001 (as it may be
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement", the terms defined therein being used herein as therein
defined), among, inter alios, the undersigned, certain Banks parties thereto and
you, as Administrative Agent and Collateral Agent for such Banks, and hereby
gives you notice, irrevocably, pursuant to Section 2.1A of the Credit Agreement,
that the undersigned hereby requests the Issuing Bank named above to issue a
Letter of Credit under the Credit Agreement, and in that connection sets forth
below the information relating to such Letter of Credit (the "Proposed
Issuance") as required by Section 2.1A of the Credit Agreement:

            1.    Date of issuance of Letter of Credit: _________________, 200__

            2.    Face amount of Letter of Credit: $___________________

            3.    Expiration date of Letter of Credit: _________________, 200__

            4.    Name and address of beneficiary:

            5.    Account Party: ____________________________________

            6.    Attached hereto is:

                  |_|   a. the verbatim text of such proposed Letter of Credit

                  |_|   b. a description of the proposed terms and conditions of
                           such Letter of Credit, including a precise
                           description of any documents to be presented by the
                           beneficiary which, if presented by the beneficiary
                           prior to the expiration date of such Letter of
                           Credit, would require the Issuing Bank to make
                           payment under such Letter of Credit.

            The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed Issuance:


347024-New York Server 4A               Exhibit E Page 1               EXECUTION
<PAGE>

            (A) the representations and warranties contained in Section 5 of the
Credit Agreement are correct, before and after giving effect to the Proposed
Issuance and to the application of the proceeds thereof, as though made on and
as of such date (except to the extent that a representation and warranty speaks
specifically of an earlier date, in which case such representation and warranty
shall be true and correct as of such earlier date);

            (B) no Default or Event of Default has occurred and is continuing,
or would result from such Proposed Issuance or from the application of the
proceeds thereof;

            (C) the LC Exposure after giving effect to the Proposed Issuance
will not exceed $10,000,000; and

            (D) the aggregate of the Credit Exposures of the Banks after giving
effect to the Proposed Issuance will not exceed the Total Commitments.

                                                WIRELESS FACILITIES, INC.


                                                By______________________________
                                                  Name:_________________________
                                                  Title:________________________

cc: [___________]


347024-New York Server 4A               Exhibit E Page 2               EXECUTION
<PAGE>

                                                                       EXHIBIT F

                            WIRELESS FACILITIES, INC.

                              OFFICER'S CERTIFICATE

            I, the undersigned, [President] [Vice President], of WIRELESS
FACILITIES, INC. a corporation organized and existing under the laws of Delaware
(the "Borrower"), DO HEREBY CERTIFY that:

            1. This Certificate is furnished pursuant to Section 4.2(b) of the
      Amended and Restated Credit Agreement, dated as of _________, 2001, among,
      inter alios, the Borrower, the Banks party thereto and Credit Suisse First
      Boston, as Administrative Agent and Collateral Agent (such Credit
      Agreement, as it may be amended, restated, supplemented or otherwise
      modified through the date of this Certificate, being herein called the
      "Credit Agreement"). Unless otherwise defined herein capitalized terms
      used in this Certificate have the meanings assigned to those terms in the
      Credit Agreement.

            2. The persons named below have been duly elected, have duly
      qualified as and at all times since [please advise of date of Terry
      Ashwill's employment] (to and including date hereof) have been officers of
      the Borrower, holding the respective offices below set opposite their
      names, and the signatures below set opposite their names are their genuine
      signatures.

                 Name(1)                 Office                    Signature
                 -------                 ------                    ---------

            3. Attached hereto as Exhibit A is a copy of the Articles of
      Incorporation of the Borrower as filed in the Office of the Delaware
      Secretary of State on [________________] together with all amendments
      thereto adopted through the date hereof.

            4. Attached hereto as Exhibit B is a true and correct copy of the
      Bylaws of the Borrower as in effect on the date the resolutions described
      in paragraph 5 below were adopted, together with all amendments thereto
      adopted through the date hereof.

            5. Attached hereto as Exhibit C is a true and correct copy of
      resolutions duly adopted by the Board of Directors of the Borrower, which
      resolutions have not been revoked, modified, amended or rescinded and are
      still in full force and effect. Except as attached hereto as Exhibit C, no
      resolutions have been adopted by the Board of Directors of the Borrower
      which deal with the execution, delivery or performance of any of the
      Credit Documents.

            6. On the date hereof, the representations and warranties contained
      in Section 5 of the Credit Agreement are true and correct, both before and
      after giving effect to each Borrowing to be incurred on the date hereof
      and the application of the proceeds thereof.

----------
(1)   Include name, office and signature of each officer who will sign any
      Credit Document, including the officer who will sign the certification at
      the end of this certificate.


347024-New York Server 4A                Exhibit F Page 1              EXECUTION
<PAGE>

            7. On the date hereof, no Default or Event of Default has occurred
      and is continuing or would result from the Borrowings to be incurred on
      the date hereof or from the application of the proceeds thereof.

            8. I know of no proceeding for the dissolution or liquidation of the
      Borrower or threatening its existence.

            IN WITNESS WHEREOF, I have hereunto set my hand this [_____] day of
[_______], 2001.

                                                WIRELESS FACILITIES, INC.


                                                By______________________________
                                                  Name:_________________________
                                                  Title:________________________


347024-New York Server 4A                Exhibit F Page 2              EXECUTION
<PAGE>

                            WIRELESS FACILITIES. INC.

                             SECRETARY'S CERTIFICATE

            I, the undersigned, Secretary of WIRELESS FACILITIES, INC., DO
HEREBY CERTIFY that:

            1. [Insert name of Person making the above certifications] is the
      duly elected and qualified [__________________]of the Borrower and the
      signature on the attached Officer's Certificate is [his][her] genuine
      signature.

            2. The certifications made by [name] in items 2, 3, 4 and 5 on the
      attached Officer's Certificate are true and correct.

            3. I know of no proceeding for the dissolution or liquidation of the
      Borrower or threatening its existence.

            IN WITNESS WHEREOF, I have hereunto set my hand this [______] day of
[__________], 2001.

                                               WIRELESS FACILITIES, INC.


                                              By________________________________
                                                  Name:_________________________
                                                  Title: Secretary


347024-New York Server 4A                Exhibit F Page 3              EXECUTION
<PAGE>

                                                                       EXHIBIT G

                                  [SUBSIDIARY]

                              OFFICER'S CERTIFICATE

            I, the undersigned, [President] [Vice President], of [SUBSIDIARY
NAME] (the "Subsidiary"), DO HEREBY CERTIFY that:

            1. This Certificate is furnished pursuant to Section 4.2(b) of the
      Amended and Restated Credit Agreement, dated as of [__________], among,
      inter alios, WIRELESS FACILITIES, INC. (the "Borrower"), the Banks party
      thereto and Credit Suisse First Boston, as Agent and Collateral Agent
      (such Credit Agreement, as it may be amended, restated, supplemented or
      otherwise modified through the date of this Certificate, being herein
      called the "Credit Agreement"). Unless otherwise defined herein
      capitalized terms used in this Certificate have the meanings assigned to
      those terms in the Credit Agreement.

            2. The persons named below have been duly elected, have duly
      qualified as and at all times since [please advise of date of Terry
      Ashwill's employment] (to and including date hereof) have been officers of
      the Subsidiary, holding the respective offices below set opposite their
      names, and the signatures below set opposite their names are their genuine
      signatures.

                        Name(1)            Office                    Signature
                        -------            ------                    ---------

            3. Attached hereto as Exhibit A is a copy of the [documents
      establishing] the Subsidiary as filed in the [jurisdiction of its
      establishment] on [date], together with all amendments thereto adopted
      through the date hereof.

            4. Attached hereto as Exhibit B is a true and correct copy of the
      [Bylaws] of the Subsidiary as in effect on the date the resolutions
      described in paragraph 5 below were adopted, together with all amendments
      thereto adopted through the date hereof.

            5. Attached hereto as Exhibit C is a true and correct copy of
      resolutions duly adopted by the Board of Directors of the Subsidiary,
      which resolutions have not been revoked, modified, amended or rescinded
      and are still in full force and effect. Except as attached hereto as
      Exhibit C, no resolutions have been adopted by the Board of Directors of
      the Subsidiary which deal with the execution, delivery or performance of
      any of the Credit Documents.

            6. On the date hereof, the representations and warranties contained
      in Section 5 of the Credit Agreement are true and correct, both before and
      after giving effect to each Borrowing to be incurred on the date hereof
      and the application of the proceeds thereof.

----------
(1)   Include name, office and signature of each officer who will sign any
      Credit Document, including the officer who will sign the certification at
      the end of this certificate.


347024-New York Server 4A                Exhibit G Page 1              EXECUTION
<PAGE>

            7. On the date hereof, no Default or Event of Default has occurred
      and is continuing or would result from the Borrowings to be incurred on
      the date hereof or from the application of the proceeds thereof.

            8. I know of no proceeding for the dissolution or liquidation of the
      Subsidiary or threatening its existence.

            IN WITNESS WHEREOF, I have hereunto set my hand this [______] day of
[__________], 2001.

                                                [SUBSIDIARY NAME]


                                                By______________________________
                                                   Name:
                                                   Title:


347024-New York Server 4A              Exhibit G Page 2                EXECUTION
<PAGE>

                                [SUBSIDIARY NAME]

                             SECRETARY'S CERTIFICATE

            I, the undersigned, Secretary of [SUBSIDIARY NAME], DO HEREBY
CERTIFY that:

            1. [Insert name of Person making the above certifications] is the
duly elected and qualified [______________] of the Subsidiary and the signature
on the attached Officer's Certificate is [his][her] genuine signature.

            2. The certifications made by [name] in items 2, 3, 4 and 5 on the
      attached Officer's Certificate are true and correct.

            3. I know of no proceeding for the dissolution or liquidation of the
      Subsidiary or threatening its existence.

            IN WITNESS WHEREOF, I have hereunto set my hand this [______] day of
January, 2001.

                                             [SUBSIDIARY NAME]


                                             By_________________________________
                                                Name:  _________________________
                                                Title: Secretary


347024-New York Server 4A              Exhibit G Page 3                EXECUTION
<PAGE>

                                                                       EXHIBIT H

                               LANDLORD'S CONSENT

                                                                          [Date]

[Landlord]

Gentleman/Ladies:

            As you may be aware, Wireless Facilities, Inc. (the "Tenant") under
that certain [insert description of the Lease] (as amended, modified or
supplemented from time to time, the "Lease") of the premises commonly known as
[__________], [________], [_____] [CA] (the "Premises"), has entered into that
certain Credit Agreement, dated as of August 18, 1999 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among the Tenant, the banks described therein (the "Banks") and Credit Suisse
First Boston in its capacity as administrative agent (in such capacity, together
with its successors, the "Agent") and collateral agent (in such capacity,
together with its successors, the "Collateral Agent") on behalf the Banks.

To secure its obligations to the Agent, the Collateral Agent and the Banks under
the [Credit Agreement] [Guaranty], the Tenant has entered into a Security
Agreement, dated as of [_____________], (as amended, modified or supplemented
from time to tune, the "Security Agreement"), with the Collateral Agent,
pursuant to which the Tenant has granted the Collateral Agent a security
interest over certain collateral more particularly described therein, including,
without limitation, its contract rights (including its rights under the Lease),
its inventory and its equipment (collectively, the "Collateral").

            In order to advance funds to the Tenant under the Credit Agreement,
the Collateral Agent needs the following assurances from you:

            (1) You consent to the granting of the security interest in the
      Lease to the Collateral Agent;

            (2) You will send the Collateral Agent at its office located at
      [____________________], Attention: [__________] (or such other address as
      the Collateral Agent provides you in writing) a copy of any notice of
      default under (or termination of) the Lease (each, a "Default Notice") and
      allow the Collateral Agent an additional period of time equal to the grace
      period already permitted under the Lease in order to cure any such
      default;

            (3) You will permit the Collateral Agent to cure any default under
      the Lease if the Tenant fails to do so, and, further, you will permit the
      Collateral Agent to assume all of the Tenant's rights and obligations
      under the Lease, including, without limitation, the right to enter and
      possess the leased premises and, subject to the terms of the Lease, assign
      the Lease or sublet the leased premises at some future date;

            (4) You will apply any sums of money paid to you by the Collateral
      Agent only to debts owing under the Lease as described in the Default
      Notice, and not to set off such sums against other debts owed to you by
      the Tenant; and

            (5) You consent to the granting of a security interest in all of the
      personal property of the Tenant located now or in the future on the
      Premises (the "Personal Property"), including any part of the Personal
      Property that is now or is hereafter located or installed on or affixed to
      the Premises or that is or may be deemed to be fixtures. You agree that
      all of the Personal Property, whether or not affixed to or located or
      installed on the Premises, constitutes and shall remain personal property
      and shall not become installed or located on or affixed to the Premises or
      any other real estate. You hereby expressly waive


347024-New York Server 4A               Exhibit H Page 1               EXECUTION
<PAGE>

      and disclaim to the fullest extent allowed by applicable law all right,
      title and interest in or to any and all of the Personal Property. You
      further agree that the Collateral Agent or its representatives may enter
      upon the Premises for the purpose of detaching, removing, repossessing and
      otherwise exercising any or all of its or their rights or remedies with
      respect to the Personal Property without interference by, or liability,
      accountability or reimbursement to, you or any other person or entity
      claiming through or as a successor to or on behalf of you.

                  If you are in agreement with the terms of this letter, we
would appreciate your signing the enclosed copies of this letter and returning
one to us and one to the Collateral Agent in the enclosed envelopes at your
earliest convenience.

Thank you for your assistance in this matter.

                                              CREDIT SUISSE FIRST BOSTON,
                                              Collateral Agent


                                              By________________________________
                                                  Title: _______________________

AGREED TO AND ACCEPTED BY:

[LANDLORD]


                                              By:_
                                              Title: ___________________________

                                                             Date:______________


347024-New York Server 4A               Exhibit H Page 2               EXECUTION
<PAGE>

                             COLLATERAL DESCRIPTION

(1) All Contracts of Debtor; (2) all Inventory of Debtor; (3) all Equipment of
Debtor; (4) all computer programs of the Debtor and all proprietary information
of the Debtor; (5) all other Goods, General Intangibles, Chattel Paper,
Documents, Instruments and Investment Property of Debtor; and (6) all Proceeds
and products of any and all of the foregoing.

Capitalized terms used in this Collateral Description shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

"Chattel Paper" shall mean, as of any date of determination, "chattel paper" as
such term is defined in the UCC as in effect on such date.

"Contracts" shall mean all contracts and agreements between the Debtor and one
or more additional parties.

"Documents" shall mean, as of any date of determination, "documents" as such
term is defined in the UCC as in effect on such date.

"Equipment" shall mean, as of any date of determination, "equipment" as such
term is defined in the UCC as in effect on such date, now or hereafter owned by
Debtor and, in any event, shall include, but shall not be limited to, all
machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned
by the Debtor and any and all additions, substitutions and replacements of any
of the foregoing, wherever located, together with all attachments, components,
parts, equipment and accessories installed thereon or affixed thereto.

"General Intangibles" shall mean, as of any date of determination, "general
intangibles" as such term is defined in the UCC as in effect on such date.

"Goods" shall mean, as of any date of determination, "goods" as such term is
defined in the UCC as in effect on such date.

"Instrument" shall mean, as of any date of determination, "instrument" as such
term is defined in the UCC as in effect on such date.

"Inventory" shall mean, as of any date of determination, "inventory" as such
term is defined in the UCC as in effect on such date, now or hereafter owned by
Debtor and, in any event, shall include, but shall not be limited to, all raw
materials, work-in-process, and finished inventory of the Debtor of every type
or description and all documents of title covering such inventory.

"Investment Property" shall mean, as of any date of determination, "investment
property" as such term is defined in the UCC as in effect on such date.

"Proceeds" shall mean, as of any date of determination, "proceeds" as such term
is defined in the UCC as in effect on such date.

"UCC" shall mean the Uniform Commercial Code.


347024-New York Server 4A               Exhibit H Page 3               EXECUTION
<PAGE>

                                                                       EXHIBIT I

                             COMPLIANCE CERTIFICATE

                                                                          [Date]

Credit Suisse First Boston, as Administrative Agent for the Banks parties to the
Credit Agreement referred to below

Credit Suisse First Boston

[__________]

Attention: [__________]

Ladies and Gentlemen:

            I, the undersigned, Authorized Representative of Wireless
Facilities, Inc., a Delaware corporation (the "Borrower"), pursuant to Section
6.1(e) of the Amended and Restated Credit Agreement, dated as of [________],
2001 by and among, inter alios, the Borrower, the Banks party thereto and Credit
Suisse First Boston as Administrative Agent and Collateral Agent (such Credit
Agreement, as it may be amended, restated, supplemented or otherwise modified
through the date of this Compliance Certificate, being herein called the "Credit
Agreement"; unless otherwise defined herein capitalized terms used in this
Compliance Certificate have the meanings assigned to those terms in the Credit
Agreement), have attached hereto the quarterly financial statements of the
Borrower for the Fiscal Quarter ended [___], [_____](the "Test Date"), and DO
HEREBY CERTIFY that the Borrower [is] [is not] in compliance with the Financial
Covenants according to the following calculations:

(1)[A.]   Capital Expenditures:

          (1)  Capital expenditures made during Fiscal Year        $[_____]

          (2)  Excess (deficit) of $20,000,000 for Fiscal
               Year ending December 31, 2000, and of
               $35,000 for any other Fiscal Year, over (1)         $[_____]

          (3)  50% of excess (deficit) carried forward
               from immediately preceding Fiscal Year

[A.][B.]  Quick Ratio:

          (1)  Cash at Test Date                          $[_____]

          (2)  Permitted Investments of the type
               described in clause (ii) of the
               definition thereof at the Test Date        $[_____]

          (3)  Billed and Unbilled Accounts at Test Date  $[_____]

          (5)  Total of (1) through (3)                            $[_____]

          (6)  Total Current Liabilities at Test Date              $[_____]

          (7)  Actual Ratio ((5) to (6))                           $[_____]:1.00

          (8)  Covenant Ratio                                      1.00:1.00

----------
(1)   To be included if the Test Date is the last day of a Fiscal Year.


347024-New York Server 4A               Exhibit I Page 1               EXECUTION
<PAGE>

          (9)  (7) is [less][greater] than (8)

[B.][C.]  Senior Debt to EBITDA:

          (1)  Senior Debt on Test Date                              $[_______]

          (2)  EBITDA for four quarters ending on Test               $[_______]
               Date.

          (3)  Actual Ratio ((1) to (2))                             [_______]:]

          (4)  Covenant Amount                                       2.00:1

          (5)  (3) is [greater] [less] than 4

[C.][D.]  Fixed Charge Coverage:

          (1)  EBITDA for four quarters ending
               on Test Date                               $[_______]

          (2)  Cash Dividends for four quarters
               ending on Test Date                        $[_______]

          (3)  Cash Distributions to
               Shareholders/Affiliates for four quarters
               ending on Test Date                        $[_______]

          (4)  Unfunded Capital Expenditures for
               four quarters ending on Test Date          $[_______]

          (5)  Cash taxes paid for four quarters
               ending on Test date                        $[_______]

          (6)  (1) minus (2), (3), (4), and (5)                       $[_______]

          (7)  Aggregate scheduled principal payments on
               Total Debt in one year period following
               Test Date                                  $[_______]

          (8)  Capital Lease obligations due within one
               year from Test Date                        $[_______]

          (9)  Interest Expense for four quarters ending
               on Test Date                               $[_______]

          (10) Sum of (7), (8), and (9)                               $[_______]

          (11) Actual Ratio (6) to (10)                               [_____]:1

          (12) Covenant Ratio                                         1.50:1

          (13) (11) is [less] [greater] than (12)


347024-New York Server 4A               Exhibit I Page 2               EXECUTION
<PAGE>

            IN WITNESS WHEREOF, I have hereunto set my hand this [______] day
of [____________], [____].

                                               WIRELESS FACILITIES, INC.


                                               By_______________________________
                                                  Name:_________________________
                                                  Title:________________________

cc: [__________]


347024-New York Server 4A               Exhibit I Page 3               EXECUTION
<PAGE>

                                                                       EXHIBIT J

                            ASSIGNMENT AND ACCEPTANCE

            Reference is made to the Amended and Restated Credit Agreement,
dated as of [__________], 2001, by and among, inter alios, Wireless Facilities,
Inc. (the "Borrower"), the Banks from time to time party thereto and Credit
Suisse First Boston, as Administrative Agent and Collateral Agent for such Banks
(such Credit Agreement, as it may be amended, restated, supplemented or
otherwise modified through the date hereof and as it may be further amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"). Unless otherwise defined herein, capitalized terms used herein and
defined in the Credit Agreement are used herein as so defined.

            [__________________] ("Assignor") and [__________________]
("Assignee") hereby make and enter into this assignment and acceptance agreement
(this "Assignment and Acceptance") as of [_______] [_______].

            1. The Assignor hereby sells and assigns to the Assignee without
recourse and without representation or warranty (other than as expressly
provided herein), and the Assignee hereby purchases and assumes from the
Assignor, that interest in and to all of the Assignor's rights and obligations
under the Credit Agreement which represents the percentage interest specified in
Item 4 of Annex I (the "Assigned Share") of the Commitments and Loans under the
Credit Agreement. After giving effect to such sale and assignment, the
Assignee's Commitment and the outstanding principal balance of the Loans will be
as set forth in Item 4 of Annex I.

            2. The Assignor (a) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (b) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Documents or any other instrument or document furnished
pursuant thereto; and (c) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Guarantor, the
Borrower or any of its Subsidiaries (the "Credit Parties") the performance or
observance by any Credit Party of its obligations under the Credit Documents to
which it is a party or any other instrument or document furnished pursuant
thereto.

            3. The Assignee (a) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
therein and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment and
Acceptance; (b) agrees that it will, independently and without reliance upon the
Administrative Agent, the Collateral Agent, the Assignor or any other Bank and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents; (c) appoints and authorizes the Administrative Agent
and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under the Credit Documents as are delegated to the
Administrative Agent and the Collateral Agent by the terms thereof, together
with such powers as are reasonably incidental thereto; and (d) agrees that it
will perform in accordance with their terms all of the obligations which by the
terms of the Credit Documents are required to be performed by it as a Bank.

            4. Following the execution of this Assignment and Acceptance by the
Assignor and the Assignee, an executed original hereof (together with all
attachments) will be delivered to the Administrative Agent. Unless a later date
is specified in Item 5 of Annex I hereto, this Assignment and Acceptance shall
become effective on the first date on which each of the following conditions is
satisfied: (a) this Assignment and Acceptance shall have been executed and
delivered by the Assignor and Assignee and a fully executed original shall have
been delivered to the Administrative Agent, (b) the consents described in
10.5(a) of the Credit Agreement shall have been obtained, and (c) the Agent
shall have received the $3,500 processing and recordation fee referred to in
Section 10.5(a) of the Credit Agreement (such effective date or, so long as the
conditions described above have been satisfied, such later date as specified in
Item 5 of Annex I hereto (the "Settlement Date").


347024-New York Server 4A               Exhibit J Page 1               EXECUTION
<PAGE>

            5. As of the Settlement Date, (a) the Assignee shall become a party
to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance shall have the rights and obligations of a Bank thereunder and (b)
the Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights (other than any indemnities) and be released from its
obligations under the Credit Documents.

            6. It is agreed that the Assignee shall be entitled to all interest
on the Assigned Share of the Loans at the rates specified in Item 6 of Annex I
which accrue on and after the Settlement Date, such interest to be paid by the
Agent directly to the Assignee. It is further agreed that all payments and
prepayments of principal made on the Assigned Share of the Loans which occur on
and after the Settlement Date will be paid directly by the Agent to the
Assignee. Upon the Settlement Date, the Assignee shall pay to the Assignor an
amount specified by the Assignor in writing which represents the Assigned Share
of the principal amount of the Loans which are outstanding on the Settlement
Date and which are being assigned hereunder. The Assignor and the Assignee shall
make all appropriate adjustments in payments under the Credit Agreement for
periods prior to the Settlement Date directly between themselves on the
Settlement Date.

            7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


347024-New York Server 4A               Exhibit J Page 2               EXECUTION
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


                                                [ASSIGNOR], as Assignor

                                                By______________________________
                                                     Name:______________________
                                                     Title:_____________________


                                                [ASSIGNEE], as Assignee

                                                By______________________________
                                                     Name:______________________
                                                     Title:_____________________

Acknowledged and Agreed this
[______] day of [________]


CREDIT SUISSE FIRST BOSTON, as Administrative Agent

By_______________________________
     Name:_______________________
     Title:______________________


*[WIRELESS FACILITIES, INC.]

By_______________________________
     Name:_______________________
     Title:______________________

----------
*     To be included unless an Event of Default has occurred and is continuing.


347024-New York Server 4A               Exhibit J Page 3               EXECUTION
<PAGE>

                      ANNEX I TO ASSIGNMENT AND ACCEPTANCE

1     Borrower: Wireless Facilities, Inc.

2.    Name and Date of Credit Agreement:

      Amended and Restated Credit Agreement, dated as of [___________], 2001, by
      and among, inter alios, Wireless Facilities, Inc., the Banks from time to
      time party thereto, and Credit Suisse First Boston, as Agent and
      Collateral for such Banks.

3.    Date of Assignment and Acceptance: [_________], [___].

4.    Amounts (as of date of item #3 above):

      A.   Total Commitment                                       $[______]

      B.   Assigned Share of Total Commitment                      [______]%

      C.   Amount of Assigned Share of Total Commitment           $[______]

      D.   Aggregate Amount of Loans Outstanding                  $[______]

      E.   Assigned Share of Loans                                $[______]

      F.   Amount of Assigned Share of Loans                      $[______]


5.    Settlement Date:   [___________], [___].

6.    Rate(s) of Interest to the Assignee:

      [As set forth in the Credit Agreement]

7.    Assignee Notice Information:

      [____________]
      [____________]
      [____________]

      Attention:       [___________]
      Telephone:       [___________]
      Telecopier:      [___________]
      Reference:       [___________]

8.    Assignee Payment Instructions:

      Base Rate Lending Office:

      [____________________]
      [____________________]
      ABA#:  [___________]
      Account Name:  [___________]
      Account#:      [___________]
      Reference:     [___________]

      LIBOR Lending Office:

      [____________________]
      [____________________]


347024-New York Server 4A               Exhibit J Page 4               EXECUTION
<PAGE>

      ABA#:  [___________]
      Account Name:  [___________]
      Account#:      [___________]
      Reference:     [___________]


347024-New York Server 4A               Exhibit J Page 5               EXECUTION
<PAGE>

                                                                       EXHIBIT K

                          DOMESTIC SUBSIDIARY GUARANTY

      SUBSIDIARY GUARANTY, dated as of [__________] (as amended, restated,
supplemented or otherwise modified from time to time, this "Guaranty"), made by
[ ], a [ ] corporation (the "Guarantor"). Except as otherwise defined herein,
terms used herein and defined in the Credit Agreement (as hereinafter defined)
shall be used herein as so defined.

                                   WITNESSETH:

      WHEREAS, Wireless Facilities, Inc., a Delaware corporation (the
"Borrower"), the Banks and Credit Suisse First Boston, as administrative agent
(the "Agent") and collateral agent (the "Collateral Agent"), have entered into
an Amended and Restated Credit Agreement, dated as of [__________], 2001 (as
amended, restated, supplemented or otherwise modified through the date hereof
and from time to time thereafter, the "Credit Agreement"), providing for the
making of Loans as contemplated therein;

      WHEREAS, the Guarantor is a Wholly-Owned Subsidiary of the Borrower,

      WHEREAS, it is an ongoing condition to the making of Loans under the
Credit Agreement that the Guarantor shall execute and deliver this Guaranty; and

      WHEREAS, the Guarantor will obtain benefits as a result of the Loans made
to the Borrower under the Credit Agreement and, accordingly, desires to execute
and deliver this Guaranty in order to satisfy the condition described in the
preceding paragraph;

      NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to the Guarantor, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor hereby makes the following representations and
warranties to the Banks and hereby covenants and agrees with the Agent, the
Collateral Agent and each Bank as follows:

            7. The Guarantor irrevocably and unconditionally guarantees the full
and prompt payment when due (whether by acceleration or otherwise) of the
principal of and interest on any Note issued under the Credit Agreement and of
all other obligations and liabilities (including, without limitation,
indemnities, fees and interest thereon) of the Borrower now existing or
hereafter incurred under, arising out of or in connection with the Credit
Agreement or any other Credit Document and the due performance and compliance
with the terms of the Credit Documents by the Borrower (all such principal,
interest, obligations and liabilities, collectively, the "Guaranteed
Obligations"). All payments by the Guarantor under this Guaranty shall be made
on the same basis as payments by the Borrower under Sections 3.5 and 3.6 of the
Credit Agreement.

            8. The Guarantor hereby waives, to the fullest extent permitted by
law:

                  (1) notice of acceptance of this Guaranty and notice of any
liability to which it may apply;

                  (2) presentment, demand of payment, protest, notice of
dishonor or nonpayment of any such liability, suit or taking of other action by
the Agent, the Collateral Agent or any Bank against, and any other notice to,
any party liable thereon (including such Guarantor or any other guarantor);

                  (3) all rights and benefits that the Guarantor may have, now
or at any time hereafter under, and any defense, right of setoff, claim or
counterclaim whatsoever (other than payment and performance in full of all of
the Guaranteed Obligations) arising under, California Civil Code Sections 2809,
2810, 2815, 2819, 2820, 2821, 2839, 2845, 2847, 2848, 2849, 2850 and 2855, and
California Code of Civil Procedure Sections 580a, 580b, 580d and 726, and all
successor sections; and


347024-New York Server 4A               Exhibit K Page 1               EXECUTION
<PAGE>

                  (4) all rights to require the Agent, the Collateral Agent or
any Bank to marshal assets or to pursue any other remedy in the Agents, the
Collateral Agent's or any Bank's power.

      No other provision of this Guaranty shall be construed as limiting the
generality of any of the covenants and waivers set forth in this Section 2. In
accordance with subsection 16(a) below, this Guaranty shall be governed by, and
shall be construed and enforced in accordance with, the internal laws of the
State of New York, without regard to conflicts of laws principles. Subsection
2(c) is included solely out of an abundance of caution, and shall not be
construed to mean that any of the above-referenced provisions of California law
are in any way applicable to this Guaranty or to any of the Guaranteed
Obligations.

            9. The Agent, the Collateral Agent and any Bank may at any time and
from time to time without the consent of, or notice to the Guarantor, without
incurring responsibility to the Guarantor and without impairing or releasing the
obligations of the Guarantor hereunder, upon or without any terms or conditions
and in whole or in part:

                  (1) change the manner, place or terms of payment of, and/or
change or extend the time of payment of, renew or alter, any of the Guaranteed
Obligations, any security therefor, or any liability incurred directly or
indirectly in respect thereof, and the guaranty herein made shall apply to the
Guaranteed Obligations as so changed, extended, renewed or altered;

                  (2) sell, exchange, release, surrender, realize upon or
otherwise deal with in any manner and in any order any property by whomsoever at
any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed
Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset there
against;

                  (3) exercise or refrain from exercising any rights against the
Borrower or others or otherwise act or refrain from acting;

                  (4) settle or compromise any of the Guaranteed Obligations,
any security therefor or any liability (including any of those hereunder)
incurred directly or indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of the Borrower to creditors of the Borrower
other than the Banks and the Guarantor;

                  (5) apply any sums by whomsoever paid or howsoever realized to
any liability or liabilities of the Borrower to the Agent, the Collateral Agent
or the Banks regardless of what liabilities or liabilities of the Borrower
remain unpaid;

                  (6) consent to or waive any breach of, or any act, omission or
default under, any of the Credit Documents, or otherwise amend, modify or
supplement any of the Credit Documents or any of such other instruments or
agreements; and/or

                  (7) act or fail to act in any manner referred to in this
Guaranty which may deprive the Guarantor of its right to subrogation against the
Borrower to recover full indemnity for any payments made pursuant to this
Guaranty.

            10. The obligations of the Guarantor under this Guaranty are
absolute and unconditional and shall remain in full force and effect without
regard to, and shall not be released, suspended, discharged, terminated or
otherwise affected by, any circumstance or occurrence whatsoever, including,
without limitation: (a) any action or inaction by the Agent, the Collateral
Agent or any Bank as contemplated in Section 3 of this Guaranty; or (b) any
invalidity, irregularity or unenforceability of all or part of the Guaranteed
Obligations or of any security therefor. This Guaranty is a primary obligation
of the Guarantor.

            11. If and to the extent that the Guarantor makes any payment to the
Agent, the Collateral Agent, any Bank or to any other Person pursuant to or in
respect of this Guaranty, any claim which the Guarantor may have against the
Borrower by reason thereof shall be subject and subordinate to the prior payment
in full of the Guaranteed Obligations.


347024-New York Server 4A               Exhibit K Page 2               EXECUTION
<PAGE>

            12. In order to induce the Banks to make the Loans pursuant to the
Credit Agreement, the Guarantor makes the following representations, warranties
and agreements:

                  (1) The Guarantor (i) is a duly organized and validly existing
corporation in good standing under the laws of the jurisdiction of its
incorporation, (ii) has the power and authority to own its property and assets
and to transact the business in which it is engaged and (iii) is duly qualified
as a foreign corporation and in good standing in each jurisdiction where the
failure to be so qualified could not reasonably be expected to have a Material
Adverse Effect. The Guarantor has no Subsidiaries.

                  (2) The Guarantor has the corporate power to execute, deliver
and perform the terms and provisions of each of the Credit Documents to which it
is party and has taken all necessary corporate action to authorize the
execution, delivery and performance by it of each of such Credit Documents. The
Guarantor has duly executed and delivered each of the Credit Documents to which
it is party, and each of such Credit Documents constitutes or, in the case of
each such other Credit Document when executed and delivered, will constitute,
its legal, valid and binding obligation enforceable in accordance with its terms
(except as such enforceability may be limited by (i) bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors
rights generally and (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law)).

                  (3) Neither the execution, delivery or performance by the
Guarantor of the Credit Documents to which it is a party, nor compliance by it
with the terms and provisions thereof, (a) will contravene any provision of any
law, statute, rule or regulation or any order, writ, injunction or decree of any
court or governmental instrumentality, (b) will conflict or be inconsistent with
or result in any breach of any of the terms, covenants, conditions or provisions
of, or constitute a default under, or result in the creation or imposition of
(or the obligation to create or impose) any Lien (except pursuant to the
Security Documents) upon any of the property or assets of the Guarantor pursuant
to the terms of any indenture, mortgage, deed of trust, credit agreement, loan
agreement or any other material agreement, contract or instrument to which the
Guarantor is a party or by which it or any of its property or assets is bound or
to which it may be subject or (c) will violate any provision of the articles of
incorporation or bylaws of the Guarantor.

                  (4) To the best knowledge of Guarantor, no order, consent,
approval, license, authorization or validation of, or filing, recording or
registration with (except as have been obtained or made prior to the Closing
Date), or exemption by, any governmental or public body or authority, or any
subdivision thereof, or any other Person is required to authorize, or is
required in connection with, (a) the execution, delivery and performance of any
Credit Document to which the Guarantor is a party or (b) the legality, validity,
binding effect or enforceability of any such Credit Document.

                  (5) There are no actions, suits or proceedings pending or, to
the best knowledge of the Guarantor, threatened (i) with respect to any Credit
Document or (ii) that could reasonably be expected to have a Material Adverse
Effect.

                  (6) All factual information (taken as a whole) heretofore or
contemporaneously furnished by or on behalf of the Guarantor in writing to any
Bank (including, without limitation, all information contained herein) for
purposes of or in connection with this Guaranty or any transaction contemplated
herein is, and all other such factual information (taken as a whole) hereafter
furnished by or on behalf of the Guarantor in writing to any Bank will be, true
and accurate in all material respects on the date as of which such information
is dated or certified and not incomplete by omitting to state any material fact
necessary to make such information (taken as a whole) not misleading at such
time in light of the circumstances under which such information was provided.

                  (7) The Guarantor has filed all tax returns required to be
filed by it and has paid all income taxes payable by it which have become due
pursuant to such tax returns and all other taxes and assessments payable by it
which have become due, other than those not yet delinquent and except for those
contested in good faith and for which adequate reserves have been established in


347024-New York Server 4A               Exhibit K Page 3               EXECUTION
<PAGE>

accordance with GAAP and those for which the failure to do so would cause a
Material Adverse Effect. The Guarantor has paid, or has provided adequate
reserves (in the good faith judgment of the management of the Guarantor) for the
payment of, all federal and state income taxes applicable for all prior fiscal
years and for the current fiscal year to the date hereof.

                  (8) Each Plan is in substantial compliance with ERISA and the
Code; no Reportable Event has occurred with respect to a Plan; no Plan is
insolvent or in reorganization; no Plan has an Unfunded Current Liability, and
no Plan has an accumulated or waived funding deficiency, has permitted decreases
in its funding standard account or has applied for an extension of any
amortization period within the meaning of Section 412 of the Code; none of the
Guarantor or any ERISA Affiliate has incurred any material liability to or on
account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201 or 4204 of ERISA or expects to incur any liability under any of
the foregoing sections with respect to any such Plan; no proceedings have been
instituted to terminate any Plan; no condition exists which presents a material
risk to the Guarantor or any ERISA Affiliate of incurring a liability to or on
account of a Plan pursuant to the foregoing provisions of ERISA and the Code; no
Lien imposed under the Code or ERISA on the assets of the Guarantor or any ERISA
Affiliate exists or is likely to arise on account of any Plan; and the Guarantor
may terminate contributions to any other employee benefit plans maintained by it
without incurring any material liability to any Person interested therein.

                  (9) As of the date hereof, the authorized Capital Stock of the
Guarantor consists of [ ] common shares, with [ ] shares currently issued and
outstanding, all of which are registered in the name of the Borrower. All such
outstanding shares have been duly and validly issued, are fully paid and
non-assessable. The Guarantor does not have outstanding any securities
convertible into or exchangeable for its Capital Stock or outstanding any rights
to subscribe for or to purchase, or any options for the purchase of, or any
agreements providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to, its Capital Stock.

                  (10) To the best knowledge of the Guarantor, the Guarantor is
in compliance with all applicable statutes, regulations and orders of, and all
applicable restrictions imposed by, all governmental bodies, domestic or
foreign, in respect of the conduct of its business and the ownership of its
property (including applicable statutes, regulations, orders and restrictions
relating to environmental standards and controls), except such noncompliance as
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

                  (11) To the best knowledge of the Guarantor, the Guarantor is
not engaged in any unfair labor practice that could reasonably be expected to
have a Material Adverse Effect. There is (i) no significant unfair labor
practice complaint pending against the Guarantor or, to the best knowledge of
the Guarantor, threatened against it, before the National Labor Relations Board,
and no significant grievance or significant arbitration proceeding arising out
of or under any collective bargaining agreement is so pending against the
Guarantor or, to the best knowledge of the Guarantor, threatened against it,
(ii) no significant strike, labor dispute, slowdown or stoppage pending against
the Guarantor or, to the best knowledge of the Guarantor, threatened against it
and (iii) to the best knowledge of the Guarantor, no union representation
question existing with respect to the employees of the Guarantor and, to the
best knowledge of the Guarantor, no union organizing activities are taking
place, except (with respect to any matter specified in clause (i), (ii) or (iii
above, either individually or in the aggregate) could not reasonably be expected
to have a Material Adverse Effect.

                  (12) To the best knowledge of the Guarantor, the Guarantor
owns all the patents, trademarks, permits, service marks, trade names,
copyrights, licenses, franchises and formulas, or rights with respect to the
foregoing, and has obtained assignments of all leases and other rights of
whatever nature, necessary for the present conduct of its business, without any
known conflict with the rights of others which, or the failure to obtain which,
as the case may be, could not reasonably be expected to have a Material Adverse
Effect.

                  (13) The Guarantor is not an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.


347024-New York Server 4A               Exhibit K Page 4               EXECUTION
<PAGE>

                  (14) The Guarantor is not a "holding company," or a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company" within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

            13. The Guarantor covenants and agrees that on and after the date
hereof and until the termination of the Commitments and the repayment in full of
the Loans and Notes, together with interest, fees and all other Obligations
incurred under the Credit Documents:

                  (1) Promptly, and in any event within four Business Days after
an officer of the Guarantor obtains knowledge thereof, notice of (i) the
occurrence of any event which constitutes a Default or Event of Default, (ii)
any litigation or governmental proceeding pending against the Guarantor which
could reasonably be expected to have a Material Adverse Effect.

                  (2) [not used]

                  (3) Promptly, copies of (i) all financial information and
proxy materials, sent by the Guarantor to its security holders acting in such
capacity and (ii) all regular and periodic reports and all registration
statements and prospectuses, if any which the Guarantor shall file with the SEC
or any governmental agencies substituted therefor.

                  (4) From time to time, such other information or documents
(financial or otherwise) as any Bank may reasonably request.

                  (5) The Guarantor will keep proper books of record 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. The Guarantor will permit officers and
designated representatives of the Agent or any Bank to visit and inspect, under
guidance of officers of the Guarantor, any of the properties of the Guarantor,
and to examine the books of record and account of the Guarantor and its
Subsidiaries and discuss the affairs, finances and accounts of the Guarantor
with, and be advised as to the same by, its officers, all at such reasonable
times and Intervals and to such reasonable extent as the Agent or such Bank may
request.

                  (6) The Guarantor will (a) keep all property useful and
necessary in its business in good working order and condition, ordinary wear and
tear excepted, (b) maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against at
least such risks as are described in Schedule 8 of the Credit Agreement, and (c)
furnish to each Bank, upon written request, full information as to the insurance
carried. The provisions of this Subsection shall be deemed to be supplemental
to, but not duplicative of, the provisions of any of the security documents that
require the maintenance of insurance. The Guarantor shall ensure that each
insurance policy maintained by the Guarantor names the Collateral Agent as loss
payee and the Agent, the Collateral Agent and the Banks as additional insureds.

                  (7) The Guarantor will do all things necessary to preserve and
keep in full force and effect its existence and its material rights, franchises,
licenses and patents; provided, however, that nothing in this Subsection shall
prevent the withdrawal by the Guarantor of its qualification as a foreign
corporation in any jurisdiction where such withdrawal could not reasonably be
expected to have a Material Adverse Effect.

                  (8) The Guarantor will comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliance as could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.

                  (9) As soon as possible and, in any event, within 10 days
after the Guarantor or any ERISA Affiliate knows or has reason to know any of
the following, the Guarantor will deliver to each of the Banks a certificate of
an Authorized Representative setting forth details as to such occurrence and
such action, if any, which the Guarantor or such ERISA Affiliate is required


347024-New York Server 4A               Exhibit K Page 5               EXECUTION
<PAGE>

or proposes to take, together with any notices required or proposed to be given
to or filed with or by the Guarantor, the ERISA Affiliate, the PBGC, a Plan
participant or the Plan Administrator with respect thereto: that a Reportable
Event has occurred; that an accumulated funding deficiency has been incurred or
an application may be or has been made to the Secretary of the Treasury for a
waiver or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code with respect to a Plan; that a Plan has been or may be
terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA; that a Plan has an Unfunded Current Liability giving rise to a Lien under
ERISA; that proceedings may be or have been instituted to terminate a Plan; that
a proceeding has been instituted pursuant to Section 515 of ERISA to collect a
delinquent contribution to a Plan; or that the Guarantor or any ERISA Affiliate
will or may incur any liability (including any contingent or secondary
liability) to or on account of the termination of or withdrawal from a Plan
under Section 4062, 4063, 4064, 4201 or 4204 of ERISA or with respect to a Plan
under Section 4971 or 4975 of the Code or Section 409 or 502(i) or 502(1) of
ERISA.

                  (10) The Guarantor shall cause (i) each of its fiscal years to
end on December 31 and (ii) each of its fiscal quarters to end on March 31, June
30, September 30 and December 31.

                  (11) The Guarantor will perform all its obligations under the
terms of each mortgage, indenture, security agreement and other debt instrument
by which it is bound, except such non-performances as could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                  (12) [not used]

                  (13) Except as provided in the Credit Agreement, the Guarantor
will not create, incur, assume or suffer to exist any Lien upon or with respect
to any of its property or assets (real or personal, tangible or intangible),
whether now owned or hereafter acquired.

                  (14) Except as provided in the Credit Agreement, the Guarantor
will not wind up, liquidate or dissolve its affairs or enter into any
transaction of merger or consolidation, or convey, sell, lease or otherwise
dispose of (or agree to do any of the foregoing at any future time) all or any
part of its property or assets, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of Inventory, materials and Equipment in the
ordinary course of business) of any Person.

                  (15) The Guarantor will not declare or pay any dividends, or
return any capital, to its stockholders or authorize or make any other
distribution, payment or delivery of property or cash to its stockholders as
such, or redeem, retire, purchase or otherwise acquire, directly or indirectly,
for a consideration, any shares of any class of its Capital Stock now or
hereafter outstanding (or any options or warrants issued by the Guarantor with
respect to its Capital Stock), or set aside any funds for any of the foregoing
purposes, or purchase or otherwise acquire for a consideration any shares of any
class of its Capital Stock now or hereafter outstanding (or any options or
warrants issued by the Guarantor with respect to its Capital Stock), except that
the Guarantor may pay dividends or make distributions to the Borrower.

                  (16) Except as provided in the Credit Agreement, the Guarantor
will not contract, create, incur, assume or suffer to exist any Indebtedness.

                  (17) Except as provided in the Credit Agreement, the Guarantor
will not lend money or credit or make advances to any Person, or purchase or
acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any other Person.

                  (18) The Guarantor will not enter into any transaction or
series of related transactions, whether or not in the ordinary course of
business, with any Affiliate of the Guarantor, other than on terms and
conditions substantially as favorable to the Guarantor as would be obtainable by
the Guarantor at the time in a comparable arm's-length transaction with a Person
other than an Affiliate.


347024-New York Server 4A               Exhibit K Page 6               EXECUTION
<PAGE>

                  (19) Except as provided in the Credit Agreement, the Guarantor
will not make any expenditure for fixed or capital assets (including, without
limitation, expenditures for maintenance and repairs which should be capitalized
in accordance with GAAP and including capitalized lease obligations).

                  (20) The Guarantor will not (i) make any voluntary or optional
payment or prepayment on or redemption or acquisition for value of (including,
without limitation, by way of depositing with the trustee with respect thereto
money or securities before due for the purpose of paying when due) any Scheduled
Indebtedness or any Subordinated Debt or (ii) amend or modify, or permit the
amendment or modification of, any material provision of any Scheduled
Indebtedness or of any agreement (including, without limitation, any purchase
agreement, indenture, loan agreement or security agreement) relating to any of
the foregoing or (iii) amend, modify or change its articles of incorporation
(including, without limitation, by the filing or modification of any certificate
of designation) or bylaws, or any agreement entered into by it, with respect to
its Capital Stock, or enter into any new agreement with respect to its Capital
Stock in each case, if the effect of such would be adverse to any Credit Party,
the Agent or any bank, Collateral Agent.

                  (21) The Guarantor will not, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on its ability to (i) pay dividends or make any other distributions
on its Capital Stock or any other interest or participation in its profits owned
by the Borrower, or pay any Indebtedness owed to the Borrower or another
Subsidiary of the Borrower, (ii) make loans or advances to the Borrower or (c)
transfer any of its properties or assets to the Borrower, except for such
encumbrances or restrictions existing under or by reasons of (x) applicable law,
(y) this Guaranty and (z) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of the Guarantor.

                  (22) Except as provided in the Credit Agreement, the Guarantor
shall not issue any Capital Stock (including by way of sales of treasury stock)
or any options or warrants to purchase, or securities convertible into, Capital
Stock, except for (i) transfers and replacements of then outstanding shares of
Capital Stock and (ii) stock splits, stock dividends and similar issuances which
do not decrease the percentage ownership of the Borrower in any class of the
Capital Stock of the Guarantor.

                  (23) Except as provided in the Credit Agreement, the Guarantor
will not engage (directly or indirectly) in any business other than the business
in which it is engaged on the date hereof or any business related or incidental
thereto.

            14. This Guaranty is a continuing one and all liabilities to which
it applies or may apply under the terms hereof shall be conclusively presumed to
have been created in reliance hereon. No failure or delay on the part of the
Agent, the Collateral Agent or any Bank in exercising any right, power or
privilege hereunder and no course of dealing between the Guarantor, the Agent,
the Collateral Agent or any Bank or the holder of any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights, powers and remedies
herein expressly provided are cumulative and not exclusive of any rights, powers
or remedies which the Agent, the Collateral Agent or any Bank or the holder of
any Note would otherwise have. No notice to or demand on the Guarantor in any
case shall entitle the Guarantor to any other further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Agent, the Collateral Agent or any Bank or the holder of any Note to any other
or further action in any circumstances without notice or demand.

            15. This Guaranty shall be binding upon the Guarantor and its
successors and assigns.

            16. Neither this Guaranty nor any provision hereof may be changed,
waived, discharged or terminated except as provided in Section 10.13 of the
Credit Agreement.

            17. The Guarantor acknowledges that it has received an executed (or
conformed) copy of the Credit Agreement and is familiar with the contents
thereof. The Guarantor represents and warrants that it is fully aware of the
financial condition of the Borrower, and the Guarantor delivers


347024-New York Server 4A               Exhibit K Page 7               EXECUTION
<PAGE>

this Guaranty based solely upon its own independent investigation of the
Borrower's financial condition and in no part upon any representation or
statement of the Agent, the Collateral Agent or any Bank with respect thereto.
The Guarantor further represents and warrants that it is in a position to and
hereby does assume full responsibility for obtaining such additional information
concerning the Borrower's financial condition as the Guarantor may deem material
to the Guaranteed Obligations, and the Guarantor is not relying upon or
expecting the Agent, the Collateral Agent or any Bank to furnish it any
information in its possession concerning the Borrower's financial condition or
concerning any circumstances bearing on the existence or creation, or the risk
of nonpayment or nonperformance of the Guaranteed Obligations. The Guarantor
hereby waives any duty on the part of each of the Agent, the Collateral Agent or
any Bank to disclose to the Guarantor any facts it may now or hereafter know
about the Borrower, regardless of whether any such Person has reason to believe
that any such facts materially increase the risk beyond that which the Guarantor
intends to assume, or has reason to believe that such facts are unknown to the
Guarantor. The Guarantor hereby knowingly accepts the full range of risk
encompassed within a contract of continuing guaranty which includes, without
limitation, the possibility that the Borrower will contract for additional
indebtedness for which the Guarantor may be liable hereunder after the
Borrower's financial condition or ability to pay its lawful debts when they fall
due has deteriorated.

            18. In addition to any rights now or hereafter granted under
applicable law or otherwise, and not by way of limitation of any such rights,
upon the occurrence of an Event of Default each Bank is hereby authorized at any
time or from time to time, without presentment, demand, protest, or other notice
of any kind to the Guarantor or to any other Person, any such notice being
hereby expressly waived, to set off and to appropriate and apply any and all
deposits (general or special) up to, but not exceeding, $[10,000,000] in the
aggregate and any other Indebtedness at any time held or owing by such Bank
(including, without limitation, by branches and agencies of such Bank wherever
located) to or for the credit or the account of the Guarantor against and on
account of the obligations of the Guarantor to such Bank under this Guaranty,
irrespective of whether or not such Bank shall have made any demand hereunder
and although said obligations, or any of them, shall be contingent or unmatured.

            19. All notices and other communications provided for hereunder
shall be in writing (including facsimile) and mailed, telecopied or delivered:

                  if to the Guarantor, to:

                  [Name of Guarantor]
                  c/o Wireless Facilities, Inc.
                  Bridge Pointe Corporate Centre
                  4810 Eastgate Mall
                  San Diego, CA 92121
                  Attention: Mr. Terry Ashwill
                  Telephone: (858) [228-2236]
                  Facsimile:  (858) [228-2001]

            if to any Bank, at its Domestic Lending Office specified opposite
      its name on Schedule 2 to the Credit Agreement; and

            if to the Agent, at its Notice Office;

or, as to the Guarantor or the Agent, at such other address as shall be
designated by such party in a written notice to the other parties hereto and, as
to each other party, at such other address as shall be designated by such party
in a written notice to the Guarantor and the Agent. All such notices and
communications shall, when mailed, telecopied or sent by overnight courier, be
effective when deposited in the mails, delivered to the overnight courier, as
the case may be, or sent by telecopier, except that notices and communications
to the Agent shall not be effective until received by the Agent.

            20. If claim is ever made upon the Agent, any Bank or the holder of
any Note for repayment or recovery of any amount or amounts received in payment
or on account of any of the Guaranteed Obligations and any of the aforesaid
payees repays all or part of said amount by reason of


347024-New York Server 4A              Exhibit K Page 8                EXECUTION
<PAGE>

(a) any judgment, decree or order of any court or administrative body having
jurisdiction over such payee or any of its property or (b) any settlement or
compromise of any such claim effected by such payee with any such claimant
(including the Borrower), then and in such event the Guarantor agrees that any
such judgment, decree, order, settlement or compromise shall be binding upon it,
notwithstanding any revocation hereof or the cancellation of any Note or other
instrument evidencing any liability of the Borrower, and the Guarantor shall be
and remain liable to the aforesaid payees hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by any such payee.

            21. Any acknowledgment or new promise, whether by payment or
principal or interest or otherwise and whether by the Borrower or others
(including the Guarantor), with respect to any of the Guaranteed Obligations
shall, if the statute of limitations in favor of the Guarantor against the
Agent, the Collateral Agent, any Bank or the holder of any Note shall have
commenced to run, toll the running of such statute of limitations, and if the
period of such statute of limitations shall have expired, prevent the operation
of such statute of limitations.

            22. (a) THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), BUT
OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

                  (1) CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT
AGAINST THE GUARANTOR ARISING OUT O OR RELATING HERETO OR ANY OTHER CREDIT
DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK, AND
THE GUARANTOR, BY EXECUTING AND DELIVERING THIS AGREEMENT, THE GUARANTOR, FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY: (i) ACCEPTS GENERALLY
AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (AND
ANY APPELLATE COURTS THEREFROM); (ii) WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS; (iii) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN
ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE GUARANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION
13; (iv) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (iii) ABOVE IS SUFFICIENT TO
CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH
PROCEEDING IN AN SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING
SERVICE IN EVERY RESPECT; AND (v) AGREES THAT AGENTS AND BANKS RETAIN THE RIGHT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
AGAINST BANKS IN THE COURTS OF ANY OTHER JURISDICTION.

                  (2) THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG THE GUARANTOR, THE AGENT, THE COLLATERAL
AGENT AND THE BANKS ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS GUARANTY OR ANY
OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS RELATED THERETO. The scope of
this waiver is intended to be all encompassing of any and all disputes that may
be filed in any court and that relate to the subject matter of this transaction,
including without limitation, contract claims, tort claims, breach of duty
claims, and all other common law and statutory claims. The Agent, the Collateral
Agent, the Banks and the Guarantor each acknowledge that this waiver is a
material inducement to enter into a business relationship, that each has already
relied on the waiver in entering into this Guaranty and the other Credit
Documents to which such Person is a party, and that each will continue to rely
on the waiver in their related future dealings. The Agent, the Collateral Agent,
the Banks and the Guarantor further warrant and represent that each has reviewed
this waiver with its legal counsel, and that each, knowingly and voluntarily
waives its jury trial rights following consultation with legal counsel. THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT


347024-New York Server 4A              Exhibit K Page 9                EXECUTION
<PAGE>

MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY OR TO ANY OTHER CREDIT
DOCUMENT. In the event of litigation, this Guaranty may be filed as a written
consent to a trial by the court.

            23. The obligation of the Guarantor to make payment in Dollars of
any Guaranteed Obligations due hereunder shall not be discharged or satisfied by
any tender, or any recovery pursuant to any judgment, which is expressed in or
converted into any currency other than Dollars, except to the extent such tender
or recovery shall result in the actual receipt by the Agent at its Payment
Office on behalf of the Banks or holders of the Notes of the full amount of
Dollars expressed to be payable in respect of any such Guaranteed Obligations.
The obligation of the Guarantor to make payment in Dollars as aforesaid shall be
enforceable as an alternative or additional cause of action for the purpose of
recovery in Dollars of the amount, if any, by which such actual receipt shall
fall short of the full amount of Dollars expressed to be payable in respect of
any such Guaranteed Obligations, and shall not be affected by judgment being
obtained for any other sums due under this Guaranty.

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

            25. Subject to Section 20, in case any provision in or obligation
under this Guaranty shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

            26. It is the desire and intent of the Guarantor, the Banks, the
Agent and the Collateral Agent that this Guaranty shall be enforced against the
Guarantor to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. If, however, and to
the extent that, the obligations of the Guarantor under this Guaranty shall be
adjudicated to be invalid or unenforceable for any reason (including, without
limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers), then the amount of the Guaranteed
Obligations of the Guarantor shall be deemed to be reduced and the Guarantor
shall pay the maximum amount of the Guaranteed Obligations which would be
permissible under applicable law.


347024-New York Server 4A             Exhibit K Page 10                EXECUTION
<PAGE>

            IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
executed and delivered as of the date first above written.

                                                  "GUARANTOR"
                                                  [INSERT NAME OF SUBSIDIARY]


                                                  By____________________________
Accepted and Agreed to:                           Name:_________________________
                                                  Title:________________________
CREDIT SUISSE FIRST BOSTON
as Agent for the Banks


By:__________________________
Name:
Title:


347024-New York Server 4A             Exhibit K Page 11                EXECUTION
<PAGE>

                                                                       EXHIBIT L

                           FOREIGN SUBSIDIARY GUARANTY

            SUBSIDIARY GUARANTY, dated as of [___] (as amended, restated,
supplemented or otherwise modified from time to time, this "Guaranty"), made by
[ ], a [country domicile] [entity structure] (the "Guarantor"). Except as
otherwise defined herein, terms used herein and defined in the Credit Agreement
(as hereinafter defined) shall be used herein as so defined.

                                   WITNESSETH:

            WHEREAS, Wireless Facilities, Inc., a Delaware corporation (the
"Borrower"), the Banks and Credit Suisse First Boston, as administrative agent
(the "Agent") and collateral agent (the "Collateral Agent"), have entered into
an Amended and Restated Credit Agreement, dated as of [_________], 2001 (as
amended, restated, supplemented or otherwise modified through the date hereof
and from time to time thereafter, the "Credit Agreement"), providing for the
making of Loans as contemplated therein,

            WHEREAS, the Guarantor is a Wholly-Owned Subsidiary of the Borrower;

            WHEREAS, it is an ongoing condition to the making of Loans under the
Credit Agreement that the Guarantor shall have execute and deliver this
Guaranty; and

            WHEREAS, the Guarantor will obtain benefits as a result of the Loans
made to the Borrower under the Credit Agreement and, accordingly, desires to
execute and deliver this Guaranty in order to satisfy the condition described in
the preceding paragraph;

            NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to the Guarantor, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor hereby makes the following representations and
warranties to the Banks and hereby covenants and agrees with the Agent, the
Collateral Agent and each Bank as follows:

            1. The Guarantor irrevocably and unconditionally guarantees the full
and prompt payment when due (whether by acceleration or otherwise) of the
principal of and interest on any Note issued under the Credit Agreement and of
all other obligations and liabilities (including, without limitation,
indemnities, fees and interest thereon) of the Borrower now existing or
hereafter incurred under, arising out of or in connection with the Credit
Agreement or any other Credit Document and the due performance and compliance
with the terms of the Credit Documents by the Borrower (all such principal,
interest, obligations and liabilities, collectively, the "Guaranteed
Obligations"). All payments by the Guarantor under this Guaranty shall be made
on the same basis as payments by the Borrower under Sections 3.5 and 3.6 of the
Credit Agreement.

            27. The Guarantor hereby waives, to the fullest extent permitted by
law:

                  (1) notice of acceptance of this Guaranty and notice of any
liability to which it may apply;

                  (2) presentment, demand of payment, protest, notice of
dishonor or nonpayment of any such liability, suit or taking of other action by
the Agent, the Collateral Agent or any Bank against, and any other notice to,
any party liable thereon (including such Guarantor or any other guarantor);

                  (3) all rights and benefits that the Guarantor may have, now
or at any time hereafter under, and any defense, right of setoff, claim or
counterclaim whatsoever (other than payment and performance in full of all of
the (Guaranteed Obligations) arising under, California Civil Code Sections 2809,
2810, 2815, 2819, 2820, 2821, 2839, 2845. 2847, 2848, 2849, 2850 and 2855, and
California Code of Civil Procedure Sections 580a, 580b, 580d and 726, and all
successor sections; and


347024-New York Server 4A                Exhibit L Page 1              EXECUTION
<PAGE>

                  (4) all rights to require the Agent, the Collateral Agent or
any Bank to marshal assets or to pursue any other remedy in the Agent's, the
Collateral Agent's or any Bank's power.

            No other provision of this Guaranty shall be construed as limiting
the generality of any of the covenants and waivers set forth in this Section 2.
In accordance with subsection 16(a) below, this Guaranty shall be governed by,
and shall be construed and enforced in accordance with, the internal laws of the
State of New York, without regard to conflicts of laws principles. Subsection
2(c) is included solely out of an abundance of caution, and shall not be
construed to mean that any of the above-referenced provisions of California law
are in any way applicable to this Guaranty or to any of the Guaranteed
Obligations.

            28. The Agent, the Collateral Agent and any Bank may at any time and
from time to time without the consent of, or notice to the Guarantor, without
incurring responsibility to the Guarantor and without impairing or releasing the
obligations of the Guarantor hereunder, upon or without any terms or conditions
and in whole or in part:

                  (1) change the manner, place or terms of payment of, and/or
change or extend the time of payment of, renew or alter, any of the Guaranteed
Obligations, any security therefor, or any liability incurred directly or
indirectly in respect thereof, and the guaranty herein made shall apply to the
Guaranteed Obligations as so changed, extended, renewed or altered;

                  (2) sell, exchange, release, surrender, realize upon or
otherwise deal with in any manner and in any order any property by whomsoever at
any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed
Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset there
against;

                  (3) exercise or refrain from exercising any rights against the
Borrower or others or otherwise act or refrain from acting;

                  (4) settle or compromise any of the Guaranteed Obligations,
any security therefor or any liability (including any of those hereunder)
incurred directly or indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of the Borrower to creditors of the Borrower
other than the Banks and the Guarantor,

                  (5) apply any sums by whomsoever paid or howsoever realized to
any liability or liabilities of the Borrower to the Agent, the Collateral Agent
or the Banks regardless of what liabilities or liabilities of the Borrower
remain unpaid;

                  (6) consent to or waive any breach of, or any act, omission or
default under, any of the Credit Documents, or otherwise amend, modify or
supplement any of the Credit Documents or any of such other instruments or
agreements; and/or

                  (7) act or fail to act in any manner referred to in this
Guaranty which may deprive the Guarantor of its right to subrogation against the
Borrower to recover full indemnity for any payments made pursuant to this
Guaranty.

            29. The obligations of the Guarantor under this Guaranty are
absolute and unconditional and shall remain in full force and effect without
regard to, and shall not be released, suspended, discharged, terminated or
otherwise affected by, any circumstance or occurrence whatsoever, including,
without limitation: (a) any action or inaction by the Agent, the Collateral
Agent or any Bank as contemplated in Section 3 of this Guaranty; or (b) any
invalidity, irregularity or unenforceability of all or part of the Guaranteed
Obligations or of any security therefor. This Guaranty is a primary obligation
of the Guarantor.

            30. If and to the extent that the Guarantor makes any payment to the
Agent, the Collateral Agent, any Bank or to any other Person pursuant to or in
respect of this Guaranty, any


347024-New York Server 4A                Exhibit L Page 2              EXECUTION
<PAGE>

claim which the Guarantor may have against the Borrower by reason thereof shall
be subject and subordinate to the prior payment in full of the Guaranteed
Obligations.

            31. In order to induce the Banks to make the Loans pursuant to the
Credit Agreement, the Guarantor makes the following representations, warranties
and agreements:

                  (1) The Guarantor (i) is a duly organized and validly existing
[entity type] in good standing under the laws of the jurisdiction of its
establishment, (ii) has the power and authority to own its property and assets
and to transact the business in which it is engaged and (iii) is duly qualified
as a foreign corporation and in good standing in each jurisdiction where the
failure to be so qualified could not reasonably be expected to have a Material
Adverse Effect. The Guarantor has no Subsidiaries.

                  (2) The Guarantor has the power to execute, deliver and
perform the terms and provisions of each of the Credit Documents to which it is
party and has taken all necessary corporate action to authorize the execution,
delivery and performance by it of each of such Credit Documents. The Guarantor
has duly executed and delivered each of the Credit Documents to which it is
party, and each of such Credit Documents constitutes or, in the case of each
such other Credit Document when executed and delivered, will constitute, its
legal, valid and binding obligation enforceable in accordance with its terms
(except as such enforceability may be limited by (i) bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors
rights generally and (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law)).

                  (3) Neither the execution, delivery or performance by the
Guarantor of the Credit Documents to which it is a party, nor compliance by it
with the terms and provisions thereof, (a) will contravene any provision of any
law, statute, rule or regulation or any order, writ, injunction or decree of any
court or governmental instrumentality, (b) will conflict or be inconsistent with
or result in any breach of any of the terms, covenants, conditions or provisions
of, or constitute a default under, or result in the creation or imposition of
(or the obligation to create or impose) any Lien (except pursuant to the
Security Documents) upon any of the property or assets of the Guarantor pursuant
to the terms of any indenture, mortgage, deed of trust, credit agreement, loan
agreement or any other material agreement, contract or instrument to which the
Guarantor is a party or by which it or any of its property or assets is bound or
to which it may be subject or (c) will violate any provision of the documents
establishing the Guarantor.

                  (4) To the best knowledge of the Guarantor, no order, consent,
approval, license, authorization or validation of, or filing, recording or
registration with (except as have been obtained or made prior to the Closing
Date), or exemption by, any governmental or public body or authority, or any
subdivision thereof, or any other Person is required to authorize, or is
required in connection with, (a) the execution, delivery and performance of any
Credit Document to which the Guarantor is a party or (b) the legality, validity,
binding effect or enforceability of any such Credit Document.

                  (5) There are no actions, suits or proceedings pending or, to
the best knowledge of the Guarantor, threatened (i) with respect to any Credit
Document or (ii) that could reasonably be expected to have a Material Adverse
Effect.

                  (6) All factual information (taken as a whole) heretofore or
contemporaneously furnished by or on behalf of the Guarantor in writing to any
Bank (including, without limitation, all information contained herein) for
purposes of or in connection with this Guaranty or any transaction contemplated
herein is, and all other such factual information (taken as a whole) hereafter
furnished by or on behalf of the Guarantor in writing to any Bank will be, true
and accurate in all material respects on the date as of which such information
is dated or certified and not incomplete by omitting to state any material fact
necessary to make such information (taken as a whole) not misleading at such
time in light of the circumstances under which such information was provided.

                  (7) The Guarantor has filed all tax returns required to be
filed by it and has paid all income taxes payable by it which have become due
pursuant to such tax returns and all other


347024-New York Server 4A              Exhibit L Page 3                EXECUTION
<PAGE>

taxes and assessments payable by it which have become due, other than those not
yet delinquent and except for those contested in good faith and for which
adequate reserves have been established in accordance with generally accepted
accounting practices in the country in which it is domiciled and those for which
the failure to do so would cause a Material Adverse Effect. The Guarantor has
paid, or has provided adequate reserves (in the good faith judgment of the
management of the Guarantor) for the payment of, all income taxes applicable for
all prior fiscal years and for the current fiscal year to the date hereof.

                  (8) [Include if the Guarantor is a corporation:] As of the
date hereof, the authorized Capital Stock of the Guarantor consists [__________]
common shares, with [______] shares currently issued and outstanding, all of
which are registered in the name of the Borrower. All such outstanding shares
have been duly and validly issued, are fully paid and non-assessable. The
Guarantor does not have outstanding any securities convertible into or
exchangeable for its Capital Stock or outstanding any rights to subscribe for or
to purchase, or any options for the purchase of, or any agreements providing for
the issuance (contingent or otherwise) of, or any calls, commitments or claims
of any character relating to, its Capital Stock.

                  (9) [Complete if the Guarantor is not a corporation:]
Borrower's ownership of the Guarantor consists of Borrower's ownership of all
authorized, duly and validly issued [partnership interests/shares, etc.].

                  (10) To the best knowledge of the Guarantor, the Guarantor is
in compliance with all applicable statutes, regulations and orders of, and all
applicable restrictions imposed by, all governmental bodies in the jurisdictions
in which Guarantor operates, in respect of the conduct of its business and the
ownership of its property (including applicable statutes, regulations, orders
and restrictions relating to environmental standards and controls), except such
noncompliances as could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

                  (11) To the best knowledge of the Guarantor, the Guarantor is
not engaged in any unfair labor practice that could reasonably be expected to
have a Material Adverse Effect. There is (i) no significant strike, labor
dispute, slowdown or stoppage pending against the Guarantor or, to the best
knowledge of the Guarantor, threatened against it and (ii) to the best knowledge
of the Guarantor, no union representation question existing with respect to the
employees of the Guarantor and, to the best knowledge of the Guarantor, no union
organizing activities are taking place, except (with respect to any matter
specified in clause (i) or (ii) above, either individually or in the aggregate)
could not reasonably be expected to have a Material Adverse Effect.

                  (12) The Guarantor owns all the patents, trademarks, permits,
service marks, trade names, copyrights, licenses, franchises and formulas, or
rights with respect to the foregoing, and has obtained assignments of all leases
and other rights of whatever nature, necessary for the present conduct of its
business, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be, could not reasonably be expected to
have a Material Adverse Effect.

                  (13) The Guarantor is not an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.

                  (14) The Guarantor is not a "holding company," or a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company" within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

            32. The Guarantor covenants and agrees that on and after the date
hereof and until the termination of the Commitments and the repayment in full of
the Loans and Notes, together with interest, fees and all other Obligations
incurred under the Credit Documents:

                  (1) Promptly, and in any event within four Business Days after
an officer of the Guarantor obtains knowledge thereof, notice of (i) the
occurrence of any event which constitutes a Default or Event of Default, (ii)
any litigation or governmental proceeding pending against the Guarantor which
could reasonably be expected to have a Material Adverse Effect.


347024-New York Server 4A                Exhibit L Page 4              EXECUTION
<PAGE>

                  (2) [not used]

                  (3) Promptly, copies of (i) all financial information and
proxy materials, sent by the Guarantor to its security holders acting in such
capacity and (ii) all regular and periodic reports and all registration
statements and prospectuses, if any which the Guarantor shall file with the SEC
or any governmental agencies substituted therefor.

                  (4) From time to time, such other information or documents
(financial or otherwise) as any Bank may reasonably request.

                  (5) The Guarantor will keep proper books of record and account
in which full, true and correct entries in conformity with generally accepted
accounting practices in the country in which it is domiciled and all
requirements of law shall be made of all dealings and transactions in relation
to its business and activities. The Guarantor will permit officers and
designated representatives of the Agent or any Bank to visit and inspect, under
guidance of officers of the Guarantor, any of the properties of the Guarantor,
and to examine the books of record and account of the Guarantor and its
Subsidiaries and discuss the affairs, finances and accounts of the Guarantor
with, and be advised as to the same by, its officers, all at such reasonable
times and intervals and to such reasonable extent as the Agent or such Bank may
request.

                  (6) The Guarantor will (a) keep all property useful and
necessary in its business in good working order and condition, ordinary wear and
tear excepted, (b) maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against at
least such risks as are described in Schedule 8 of the Credit Agreement, and (c)
furnish to each Bank, upon written request, full information as to the insurance
carried. The provisions of this Subsection shall be deemed to be supplemental
to, but not duplicative of, the provisions of any of the security documents that
require the maintenance of insurance. The Guarantor shall ensure that each
insurance policy maintained by the Guarantor names the Collateral Agent as loss
payee and the Agent, the Collateral Agent and the Banks as additional insureds.

                  (7) The Guarantor will do all things necessary to preserve and
keep in full force and effect its existence and its material rights, franchises,
licenses and patents; provided, however, that nothing in this Subsection shall
prevent the withdrawal by the Guarantor of its qualification as a foreign
corporation in any jurisdiction where such withdrawal could not reasonably be
expected to have a Material Adverse Effect.

                  (8) The Guarantor will comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls), except such noncompliances as could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect.

                  The Guarantor shall cause (i) each of its fiscal years to end
            on December 31 and (ii) each of its fiscal quarters to end on March
            31, June 30, September 30 and December 31.

                  (9) The Guarantor will perform. all its obligations under the
terms of each mortgage, indenture, security agreement and other debt instrument
by which it is bound, except such non-performances as could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                  (10) [not used]

                  (11) Except as provided in the Credit Agreement, the Guarantor
will not create, incur, assume or suffer to exist any Lien upon or with respect
to any of its property or assets (real or personal, tangible or intangible),
whether now owned or hereafter acquired.

                  (12) Except as provided in the Credit Agreement, the Guarantor
will not wind up, liquidate or dissolve its affairs or enter into any
transaction of merger or consolidation, or


347024-New York Server 4A                Exhibit L Page 5              EXECUTION
<PAGE>

convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing
at any future time) all or any part of its property or assets, or purchase or
otherwise acquire (in one or a series of related transactions) any part of the
property or assets (other than purchases or other acquisitions of Inventory,
materials and Equipment in the ordinary course of business) of any Person.

                  (13) The Guarantor will not declare or pay any dividends, or
return any capital, to its stockholders or authorize or make any other
distribution, payment or delivery of property or cash to its stockholders as
such, or redeem, retire, purchase or otherwise acquire, directly or indirectly,
for a consideration, any shares of any class of its Capital Stock now or
hereafter outstanding (or any options or warrants issued by the Guarantor with
respect to its Capital Stock), or set aside any funds for any of the foregoing
purposes, or purchase or otherwise acquire for a consideration any shares of any
class of its Capital Stock now or hereafter outstanding (or any options or
warrants issued by the Guarantor with respect to its Capital Stock), except that
the Guarantor may pay dividends or make distributions to the Borrower.

                  (14) Except as provided in the Credit Agreement, the Guarantor
will not contract, create, incur, assume or suffer to exist any Indebtedness.

                  (15) Except as provided in the Credit Agreement, the Guarantor
will not lend money or credit or make advances to any Person, or purchase or
acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any other Person.

                  (16) The Guarantor will not enter into any transaction or
series of related transactions, whether or not in the ordinary course of
business, with any Affiliate of the Guarantor, other than on terms and
conditions substantially as favorable to the Guarantor as would be obtainable by
the Guarantor at the time in a comparable arm's-length transaction with a Person
other than an Affiliate.

                  (17) Except as provided in the Credit Agreement, the Guarantor
will not make any expenditure for fixed or capital assets (including, without
limitation, expenditures for maintenance and repairs which should be capitalized
in accordance with GAAP and including capitalized lease obligations).

                  (18) The Guarantor will not (1) make any voluntary or optional
payment or prepayment on or redemption or acquisition for value of (including,
without limitation, by way of depositing with the trustee with respect thereto
money or securities before due for the purpose of paying when due) any Scheduled
Indebtedness or any Subordinated Debt or (ii) amend or modify, or permit the
amendment or modification of, any material provision of any Scheduled
Indebtedness or of any agreement (including, without limitation, any purchase
agreement, indenture, loan agreement or security agreement) relating to any of
the foregoing or (iii) amend, modify or change its articles of incorporation
(including, without limitation, by the filing or modification of any certificate
of designation) or bylaws, or any agreement entered into by it, with respect to
its Capital Stock, or enter into any new agreement with respect to its Capital
Stock in each case, if the effect of such would be adverse to any Credit Party,
the Collateral Agent, the Agent or any Bank.

                  (19) The Guarantor will not, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on its ability to (i) pay dividends or make any other distributions
on its Capital Stock or any other interest or participation in its profits owned
by the Borrower, or pay any Indebtedness owed to the Borrower or another
Subsidiary of the Borrower, (ii) make loans or advances to the Borrower or (c)
transfer any of its properties or assets to the Borrower, except for such
encumbrances or restrictions existing under or by reasons of (x) applicable law,
(y) this Guaranty and (z) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of the Guarantor.

                  (20) Except as provided in the Credit Agreement, the Guarantor
shall not decrease the percentage ownership of the Guarantor by the Borrower.
The Guarantor shall not issue any Capital Stock (including by way of sales of
treasury stock) or any options or warrants to purchase, or securities
convertible into, Capital Stock, except for (i) transfers and replacements of
then outstanding shares of Capital Stock and (ii) stock splits, stock dividends
and similar issuances


347024-New York Server 4A                Exhibit L Page 6              EXECUTION
<PAGE>

which do not decrease the percentage ownership of the Borrower in any class of
the Capital Stock of the Guarantor.

                  (21) Except as provided in the Credit Agreement, the Guarantor
will not engage (directly or indirectly) in any business other than the business
in which it is engaged on the date hereof or any business related or incidental
thereto.

            33. This Guaranty is a continuing one and all liabilities to which
it applies or may apply under the terms hereof shall be conclusively presumed to
have been created in reliance hereon. No failure or delay on the part of the
Agent, the Collateral Agent or any Bank in exercising any right, power or
privilege hereunder and no course of dealing between the Guarantor, the Agent,
the Collateral Agent or any Bank or the holder of any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights, powers and remedies
herein expressly provided are cumulative and not exclusive of any rights, powers
or remedies which the Agent, the Collateral Agent or any Bank or the holder of
any Note would otherwise have. No notice to or demand on the Guarantor in any
case shall entitle the Guarantor to any other further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Agent, the Collateral Agent or any Bank or the bolder of any Note to any other
or further action in any circumstances without notice or demand.

            34. This Guaranty shall be binding upon the Guarantor and its
successors and assigns.

            35. Neither this Guaranty nor any provision hereof may be changed,
waived, discharged or terminated except as provided in Section 10.13 of the
Credit Agreement.

            36. The Guarantor acknowledges that it has received an executed (or
conformed) copy of the Credit Agreement and is familiar with the contents
thereof. The Guarantor represents and warrants that it is fully aware of the
financial condition of the Borrower, and the Guarantor delivers this Guaranty
based solely upon his own independent investigation of the Borrower's financial
condition and in no part upon any representation or statement of the Agent, the
Collateral Agent or any Bank with respect thereto. The Guarantor further
represents and warrants that it is in a position to and hereby does assume full
responsibility for obtaining such additional information concerning the
Borrower's financial condition as the Guarantor may deem material to the
Guaranteed Obligations, and the Guarantor is not relying upon or expecting the
Agent, the Collateral Agent or any Bank to furnish it any information in its
possession concerning the Borrower's financial condition or concerning any
circumstances bearing on the existence or creation, or the risk of nonpayment or
nonperformance of the Guaranteed Obligations. The Guarantor hereby waives any
duty on the part of each of the Agent, the Collateral Agent or any Bank to
disclose to the Guarantor any facts it may now or hereafter know about the
Borrower, regardless of whether any such Person has reason to believe that any
such facts materially increase the risk beyond that which the Guarantor intends
to assume, or has reason to believe that such facts are unknown to the
Guarantor. The Guarantor hereby knowingly accepts the full range of risk
encompassed within a contract of continuing guaranty which includes, without
limitation, the possibility that the Borrower will contract for additional
indebtedness for which the Guarantor may be liable hereunder after the
Borrower's financial condition or ability to pay its lawful debts when they fall
due has deteriorated.

            37. In addition to any rights now or hereafter granted under
applicable law or otherwise, and not by way of limitation of any such rights,
upon the occurrence of an Event of Default each Bank is hereby authorized at any
time or from time to time, without presentment, demand, protest, or other notice
of any kind to the Guarantor or to any other Person, any such notice being
hereby expressly waived, to set off and to appropriate and apply any and all
deposits (general or special) up to, but not exceeding, $[10,000,000] in the
aggregate and any other Indebtedness at any time held or owing by such Bank
(including, without limitation, by branches and agencies of such Bank wherever
located) to or for the credit or the account of the Guarantor against and on
account of the obligations of the Guarantor to such Bank under this Guaranty,
irrespective of whether or not such Bank shalt have made any demand hereunder
and although said obligations, or any of them, shall be contingent or unmatured.


347024-New York Server 4A              Exhibit L Page 7                EXECUTION
<PAGE>

            38. All notices and other communications provided for hereunder
shall be in writing (including facsimile) and mailed, telecopied or delivered:

                  if to the Guarantor, to:
                  [Guarantor Name]
                  c/o Wireless Facilities, Inc.
                  Bridge Pointe Corporate Centre,
                  4810 Eastgate Mall
                  San Diego, CA 92121

                  Attention Mr. Terry Ashwill
                  Telephone: (858) [228-2236]
                  Facsimile: (858) [228-2001]

            if to any Bank, at its Domestic Lending Office specified opposite
      its name on Schedule 2 to the Credit Agreement; and

            if to the Agent, at its Notice Office;

or, as to the Guarantor or the Agent, at such other address as shall be
designated by such party in a written notice to the other parties hereto and, as
to each other party, at such other address as shall be designated by such party
in a written notice to the Guarantor and the Agent. All such notices and
communications shall, when mailed, telecopied or sent by overnight courier, be
effective when deposited in the mails, delivered to the overnight courier, as
the case may be, or sent by telecopier, except that notices and communications
to the Agent shall not be effective until received by the Agent.

            39. If claim is ever made upon the Agent, any Bank or the holder of
any Note for repayment or recovery of any amount or amounts received in payment
or on account of any of the Guaranteed Obligations and any of the aforesaid
payees repays all or part of said amount by reason of (a) any judgment, decree
or order of any court or administrative body having jurisdiction over such payee
or any of its property or (b) any settlement or compromise of any such claim
effected by such payee with any such claimant (including the Borrower), then and
in such event the Guarantor agrees that any such judgment, decree, order,
settlement or compromise shall be binding upon it, notwithstanding any
revocation hereof or the cancellation of any Note or other instrument evidencing
any liability of the Borrower, and the Guarantor shall be and remain liable to
the aforesaid payees hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by any such payee.

            40. Any acknowledgment or new promise, whether by payment or
principal or interest or otherwise and whether by the Borrower or others
(including the Guarantor), with respect to any of the Guaranteed Obligations
shall, if the statute of limitations in favor of the Guarantor against the
Agent, the Collateral Agent, any Bank or the holder of any Note shall have
commenced to run, toll the running of such statute of limitations, and if the
period of such statute of limitations shall have expired, prevent the operation
of such statute of limitations.

            41. (a) THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW), BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

                  (1) CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT
AGAINST THE GUARANTOR ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT
DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK, AND
THE GUARNANTOR BY EXECUTING AND DELIVERING THIS AGREEMENT, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, IRREVOCABLY: (i) ACCEPTS GENERALLY AND
UNCONDITIONALLY THE


347024-New York Server 4A              Exhibit L Page 8                EXECUTION
<PAGE>

NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (AND ANY APPELLATE COURTS
THEREFROM); (ii) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (iii) AGREES THAT
SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE GUARANTOR AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 13; (iv) AGREES THAT SERVICE AS
PROVIDED IN CLAUSE (iii) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION
OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (v)
AGREES THAT AGENTS AND BANKS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST BANKS IN THE COURTS OF
ANY OTHER JURISDICTION. (1)

                  (2) THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG THE GUARANTOR, THE AGENT, THE COLLATERAL
AGENT AND THE BANKS ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS GUARANTY OR ANY
OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS RELATED THERETO. The scope of
this waiver is intended to be all encompassing of any and all disputes that may
be filed in any court and that relate to the subject matter of this transaction,
including without limitation, contract claims, tort claims, breach of duty
claims, and all other common law and statutory claims. The Agent, the Collateral
Agent, the Banks and the Guarantor each acknowledge that this waiver is a
material inducement to enter into a business relationship, that each has already
relied on the waiver in entering into this Guaranty and the other Credit
Documents to which such Person is a party, and that each will continue to rely
on the waiver in their related future dealings. The Agent, the Collateral Agent,
the Banks and the Guarantor further warrant and represent that each has reviewed
this waiver with its legal counsel, and that each, knowingly and voluntarily
waives its jury trial rights following consultation with legal counsel. THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS
SUBSECTION AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THE WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS GUARANTY OR TO ANY OTHER CREDIT DOCUMENT. In the event of litigation, this
Guaranty may be filed as a written consent to a trial by the court.

            42. The obligation of the Guarantor to make payment in Dollars of
any Guaranteed Obligations due hereunder shall not be discharged or satisfied by
any tender, or any recovery pursuant to any judgment, which is expressed in or
converted into any currency other than Dollars, except to the extent such tender
or recovery shall result in the actual receipt by the Agent at its Payment
Office on behalf of the Banks or holders of the Notes of the full amount of
Dollars expressed to be payable in respect of any such Guaranteed Obligations.
The obligation of the Guarantor to make payment in Dollars as aforesaid shall be
enforceable as an alternative or additional cause of action for the purpose of
recovery in Dollars of the amount, if any, by which such actual receipt shall
fall short of the full amount of Dollars expressed to be payable in respect of
any such Guaranteed Obligations, and shall not be affected by judgment being
obtained for any other sums due under this Guaranty.

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

            44. Subject to Section 20, in case any provision in or obligation
under this Guaranty shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.


347024-New York Server 4A                Exhibit L Page 9              EXECUTION
<PAGE>

            45. It is the desire and intent of the Guarantor, the Banks, the
Agent and the Collateral Agent that this Guaranty shall be enforced against the
Guarantor to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. If, however, and to
the extent that, the obligations of the Guarantor under this Guaranty shall be
adjudicated to be invalid or unenforceable for any reason (including, without
limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers), then the amount of the Guaranteed
Obligations of the Guarantor shalt be deemed to be reduced and the Guarantor
shall pay the maximum amount of the Guaranteed Obligations which would be
permissible under applicable law.


347024-New York Server 4A                Exhibit L Page 10             EXECUTION
<PAGE>

            IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
executed and delivered as of the date first above written.

                                               "GUARANTOR"

                                               [INSERT NAME OF SUBSIDIARY]


                                               By:  ____________________________
                                                      Name:_____________________
                                                      Title:____________________

Accepted and Agreed to:

CREDIT SUISSE FIRST BOSTON
as Agent for the Banks


By:_________________________
Name:
Title:


347024-New York Server 4A                Exhibit L Page 11             EXECUTION
