FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549
-----------------------

(Mark One)

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

For the quarterly period ended               September 30, 1995
-------------------------------------------------

OR

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

For the transition period from ________________ to ____________________________

Commission file number 1-168

AMETEK, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE                                 13-4923320
- --------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)           Identification No.)

Station Square, Paoli, Pennsylvania   19301
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code   610-647-2121
----------------

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

Yes   X    No _____
-----          

The number of shares of the issuer's common stock outstanding as of the
latest practicable date was:

Common Stock, $.01 Par Value, outstanding at October 31, 1995 was
33,050,437 shares.

PART I. FINANCIAL INFORMATION
-----------------------------

Item 1.  Financial Statements
- -----------------------------

AMETEK, INC.
------------
CONSOLIDATED STATEMENT OF INCOME
--------------------------------
(Unaudited)
(Dollars in thousands except per-share amounts)

Three months ended              Nine months ended
September 30,                    September 30,
-------------------------        ------------------------
1995         1994 (a)            1995        1994 (a)
----------     ----------        ----------    ----------    

Net sales                                                   $204,922       $190,427          $635,560      $584,540
----------     ----------        ----------    ----------    

Expenses:                                                                                                
Cost of sales (excluding depreciation)                    158,838        146,876           490,234       453,469
Selling, general and administrative                        18,451         17,450            58,286        54,484
Depreciation                                                6,157          6,681            19,588        19,584
----------     ----------        ----------    ----------    
Total expenses                                          183,446        171,007           568,108       527,537
----------     ----------        ----------    ----------    

Operating income                                              21,476         19,420            67,452        57,003
Other income (expenses):                                                                                 
Interest expense                                           (4,871)        (6,064)          (15,325)      (16,261)
Other, net                                                    152          1,684               840         3,335
----------     ----------        ----------    ----------    
Income from continuing operations                                                                        
before income taxes                                        16,757         15,040            52,967        44,077
Provision for income taxes                                     5,927          5,282            20,059        16,568
----------     ----------        ----------    ----------    

Income from continuing operations                             10,830          9,758            32,908        27,509
Discontinued operations, net of taxes:                                                                   
Income from discontinued operations                            -             468               779         1,193
Gain on sale of discontinued operations                        -              -             10,420            -
----------     ----------        ----------    ----------    

Income before extraordinary items and                                                                    
cumulative effect of accounting change                     10,830         10,226            44,107        28,702
Extraordinary loss on early extinguishment                                                               
of debt, net of taxes                                      (2,676)            -             (2,676)      (11,810)
Cumulative effect of accounting change                                                                   
for marketable securities, net of taxes                        -              -                 -          3,819
----------     ----------        ----------    ----------    
Net income                                                    $8,154        $10,226           $41,431       $20,711
==========     ==========        ==========    ==========    

Earnings (loss) per share:
Income from continuing operations                            $0.33          $0.28             $0.98         $0.73
Discontinued operations:                                                                               
Income from discontinued operations                          -            0.01              0.02          0.03
Gain on sale of discontinued operations                      -              -               0.31            -
----------     ----------        ----------    ----------    
Income before extraordinary items and                                                                  
cumulative effect of accounting change                     0.33           0.29              1.31          0.76
Extraordinary loss on early                                                                            
extinguishment of debt                                    (0.08)            -              (0.08)        (0.31)
Cumulative effect of accounting change                          -              -                 -           0.10
----------     ----------        ----------    ----------    
Net income                                                   $0.25          $0.29             $1.23         $0.55
==========     ==========        ==========    ==========    

Cash dividends paid per share                                  $0.06          $0.06             $0.18         $0.18
==========     ==========        ==========    ==========    

Average common shares outstanding                         33,050,747     34,838,972        33,549,685    37,947,309
==========     ==========        ==========    ==========    

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

(a) Restated for discontinued operations.

See accompanying notes.

2

AMETEK, INC.
------------

CONDENSED CONSOLIDATED BALANCE SHEET
------------------------------------
(Dollars in thousands)

September 30,   December 31,
1995          1994 (a)
--------------  -------------
(Unaudited)

ASSETS
- ------

Current assets:
Cash and cash equivalents                                         $3,312          $7,245
Marketable securities                                              7,406          10,480
Receivables, less allowance for possible losses                  127,835         110,927
Inventories                                                      102,419          98,689
Deferred income taxes                                             12,693          12,637
Net assets of discontinued operations                                 --          10,583
Other current assets                                               5,170           6,417
-----------     -----------
Total current assets                                         258,835         256,978
-----------     -----------

Property, plant and equipment                                        394,396         373,051
Less accumulated depreciation                                   (224,829)       (208,766)
-----------     -----------
169,567         164,285
-----------     -----------

Intangibles, investments and other assets                             93,828          72,924
-----------     -----------

Total assets                                                $522,230        $494,187
===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

Current liabilities:
Short-term borrowings and current
portion of long-term debt                                      $67,214         $11,821
Accounts payable                                                  69,496          72,815
Accruals                                                         101,073          93,457
-----------     -----------
Total current liabilities                                    237,783         178,093

Long-term debt                                                       150,486         190,336

Deferred income taxes                                                 25,616          26,088

Other long-term liabilities                                           27,469          26,490

Stockholders' equity                                                  80,876          73,180
-----------     -----------
Total liabilities and stockholders' equity                  $522,230        $494,187
===========     ===========

- -------------------------------------------------------
(a)  Restated for discontinued operations.

See accompanying notes.

3

AMETEK, INC.
------------
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
----------------------------------------------
(Unaudited)
(Dollars in thousands)

Nine months
ended September 30,
---------------------------
1995          1994 (a)
-----------     -----------

Cash provided by (used for):

Operating activities:
Net income                                                                      $41,431         $20,711
Deduct discontinued operations:                                                              
Net income from discontinued operations                                          (779)         (1,193)
Net gain on sale of discontinued operations                                   (10,420)             --
Extraordinary loss on early extinguishment of debt                                2,676          11,810
Cumulative effect of accounting change                                               --          (3,819)
-----------     -----------

Income from continuing operations                                            32,908          27,509

Adjustments to reconcile income from continuing operations                                   
to net cash provided by continuing operations:                                          
Depreciation and amortization                                                 25,643          24,934
Deferred income taxes                                                         (1,595)          1,370
Net change in operating working capital                                      (22,005)         31,643
Net cash provided by (used for) discontinued operations                          (2,572)          6,170
Other                                                                               179            (230)
-----------     -----------

Total operating activities                                                   32,558          91,396
-----------     -----------

Investing activities:                                                                          
Additions to property, plant and equipment                                      (19,885)        (15,367)
Proceeds from sale of discontinued operations and other assets                   37,990           3,020
Purchase of businesses and investments                                          (38,280)         (1,113)
Decrease in marketable securities                                                 4,139           7,355
-----------     -----------

Total investing activities                                                  (16,036)         (6,105)
-----------     -----------

Financing activities:                                                                          
Net change in short-term borrowings                                              65,346              --
Proceeds from issuance of long-term debt                                             --         306,000
Repayments of long-term debt                                                    (50,218)       (260,227)
Debt issuance costs and debt prepayment premiums                                   (143)        (29,368)
Repurchases of common stock                                                     (32,954)       (118,833)
Cash dividends paid                                                              (6,013)         (6,827)
Other                                                                             3,527           2,381
-----------     -----------

Total financing activities                                                  (20,455)       (106,874)
-----------     -----------

Decrease in cash and cash equivalents                                              (3,933)        (21,583)

Cash and cash equivalents:                                                                     
As of January 1                                                                   7,245          40,459
-----------     -----------

As of September 30                                                               $3,312         $18,876
===========     ===========

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

(a)  Restated for discontinued operations.

See accompanying notes.

4

AMETEK, INC.
------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
September 30, 1995
------------------
(Unaudited)

Note 1 - Financial Statement Presentation
- ------   --------------------------------

The accompanying consolidated financial statements are unaudited, but the
Company believes that all adjustments (which consist of normal recurring
accruals) necessary for fair presentation of the consolidated financial position
of the Company at September 30, 1995 and the consolidated results of its
operations and cash flows for the three and nine-month periods ended September
30, 1995 and 1994 have been included. Quarterly results of operations are not
necessarily indicative of results for the full year.  Quarterly financial
statements should be read in conjunction with the financial statements and
related notes in the Company's 1994 Annual Report.

Note 2 - Earnings Per Share
- ------   ------------------

Earnings per share is based on the average number of common shares
outstanding each period.  No material dilution of earnings per share would
result for the third quarter or first nine months of 1995 or 1994 if it were
assumed that all outstanding stock options were exercised.  The sum of quarterly
earnings per share does not equal year-to-date earnings per share due to the
effects of common stock repurchases.

Note 3 - Acquisitions
- ------   ------------

On March 31, 1995, the Company purchased the heavy vehicle instrumentation
business of privately held Dixson, Inc. for cash.  This acquisition was
accounted for by the purchase method, and accordingly, the results of Dixson's
operations are included in the Company's consolidated results from the date of
acquisition.  This acquisition would not have had a material effect on sales or
earnings for the third quarter or the first nine months of 1995 or 1994, had it
been made at the beginning of the respective periods.

On March 1, 1995, the Company acquired a 50% ownership interest in a joint
venture established with a Taiwanese supplier to manufacture low-cost pressure
gauges in China and Taiwan for worldwide markets.  This investment is accounted
for by the equity method, and the Company's 50% share of the operating results
since March 1, 1995, insignificant in amount, is reported through its domestic
gauge manufacturing Division.

The aggregate cost of the acquisition and the investment in the joint
venture totaled $40.8 million, consisting of $38.3 million cash paid, and $2.5
million of deferred payment obligations payable over periods up to three years.
The joint venture investment is reported with Intangibles and Other Assets in
the September 30, 1995 balance sheet.

Note 4 - Discontinued Operations
- ------   -----------------------

On May 18, 1995, the Company sold its foam packaging business (the
Microfoam Division) to Astro Valcour, Inc. for approximately $37 million in 
cash. The sale of the assets of Microfoam resulted in a second quarter 1995 gain
of $10.4 million, net of taxes of $6.4 million, after providing for certain
costs related to the sale. As a result of this transaction, the consolidated
financial statements have been restated to reflect Microfoam as discontinued
operations.

5

AMETEK, INC.
------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
September 30, 1995
------------------
(Unaudited)

Note 4 - Discontinued Operations (continued)
- ------   -----------------------            

Summary operating results of discontinued operations, excluding the above
mentioned gain on sale, are as follows:

In thousands
---------------------------------------------------
Three months ended        Nine months ended
September 30,           September 30, 
-------------------------- ------------------------
1995          1994        1995         1994
----          ----        ----         ----

Net sales                         $   -       $ 8,245    $12,153       $23,131
-----       -------    -------  ------------
Income before income taxes            -           817      1,291         2,127
Provision for income taxes            -           349        512           934
-----       -------    -------  ------------
Net income from
discontinued operations          $   -       $   468    $   779       $ 1,193
=====       =======    =======  ============

Note 5 - Inventories
- --------------------

The estimated components of inventory stated at lower of LIFO cost or
market are:

In thousands
-------------------------------
September 30,      December 31,
1995               1994
----------        -------------
(Unaudited)

Finished goods and parts           $  34,858           $  33,448
Work in process                       24,217              24,695
Raw materials and purchased parts     43,344              40,546
---------           ---------
$ 102,419           $  98,689
=========           =========

Note 6 - Long-term debt
- ------   --------------

On August 2, 1995, the Company replaced its $200 million secured bank
credit facility with a new Bank Credit Agreement with a group of banks led by
The Chase Manhattan Bank, N.A.  The new five-year revolving credit facility is
unsecured, and provides up to $195 million in revolving credit loans, with
scheduled reductions in the total credit facility to $150 million by August 1,
1999.  The new credit facility also contains certain performance criteria, which
when met, provide the Company with lower interest rates and reduced commitment
fees.

Upon execution of the Agreement, the Company drew down $57.5 million to
repay $45 million in term loans  and $12.5 million in revolving credit loans
outstanding under the previous agreement.  At September 30, 1995, the Company
had $63.3 million in revolving credit loans outstanding under the new Credit 
Agreement, at an average interest rate of approximately 7%.  The loans are 
classified as short-term borrowings on the Company's balance sheet. The new
Credit Agreement contains requirements, which among other things, provide for
compliance with certain financial ratios. At September 30, 1995, the Company met
all such requirements.

In connection with the new Bank Agreement, the Company recorded a non-cash
after-tax extraordinary charge of $2.7 million, or $.08 per share, in the third
quarter of 1995, for the write-off of deferred debt issuance costs related to
the previous bank credit agreement.

6

AMETEK, INC.
------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
September 30, 1995
------------------
(Unaudited)

Note 7 - New Accounting Standard
- ------   -----------------------

In March 1995, the Financial Accounting Standards Board issued Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." This statement establishes accounting standards for
the impairment of Long-Lived assets, certain identifiable intangibles and
goodwill related to these assets to be held, and used, and for long-lived assets
and certain identifiable intangibles to be disposed of. The statement requires
that such assets be reviewed for impairment when changes in circumstances
indicate that the carrying value of the asset may not be fully recoverable. The
statement also requires such assets, when held for disposal, be reported at the
lower of carrying value or fair value, less cost to sell. The Company is
required to adopt this statement no later than 1996. Based on past practices and
the new accounting requirements, adoption of this statement is not expected to
have a material effect on the Company's operations or financial position.

7

AMETEK, INC.
------------

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
- -------  -----------------------------------------------------------------------
of Operations
-------------

Financial Condition
- -------------------

Liquidity and Capital Resources
-------------------------------

Working capital at September 30, 1995 amounted to $21.1 million, a
decrease of $57.8 million from December 31, 1994, largely due to
additional short-term borrowings, which were used in part to fund non-
working capital requirements. In the first quarter of 1995, the
Company purchased a new business and invested in a joint venture.
Cash expenditures for the repurchase of 1.9 million shares of the
Company's common stock were also incurred since the beginning of the
year. In connection with the execution of a new bank credit agreement
in August 1995, borrowing was partially used to repay long-term debt
outstanding under the previous bank credit agreement. In May 1995, the
Company received and expended proceeds from the sale of the Microfoam
Division. Microfoam is reported as discontinued operations in the
consolidated financial statements. Partly offsetting these items were
increases in receivables and inventories, due to the higher level of
business activity in 1995. The ratio of current assets to current
liabilities at September 30, 1995 was 1.09 to 1, compared to 1.44 to 1
at December 31, 1994.

Cash provided by the Company's operating activities for the first nine
months of 1995 totaled $32.6 million, compared to $91.4 million in the
same period of 1994, a decrease of $58.8 million. Increased operating
working capital requirements, including cash outlays to fund
restructuring accruals, accounted for $22.0 million of the overall
decrease. Operating cash generated in the first quarter of 1994
included net cash inflows totaling $31.6 million from the sale of
marketable securities in a trading portfolio. Since March 31, 1994,
cash flows from the Company's marketable securities are reported as
investing activities. Operating cash flow for 1995 also includes $2.6
million of net cash used by discontinued operations, while the 1994
amount included net cash provided by discontinued operations of $6.2
million.

Cash used for investing activities in the first nine months of 1995
totaled $16.0 million, compared to cash used of $6.1 million in the
same period last year. Cash expenditures in the first nine months of
1995 were primarily for the acquisition of a business, and an
investment in a joint venture, requiring a total cash outlay of $38.3
million. Capital expenditures in the first nine months of 1995 totaled
$19.9 million, compared to $15.4 million in the same period of the
prior year. Partly offsetting these cash outlays was $42.1 million in
proceeds, received primarily from the sale of the Microfoam Division,
plus marketable securities and other assets. Also included in 1994
investing activities were $9.3 million in net proceeds from the sale
of investment assets.

8

AMETEK, INC.
------------

Financial Condition (cont'd)
- -------------------         

Financing activities in the first nine months of 1995 used cash
totaling $20.5 million, compared to cash used of $106.9 million in the
same period of 1994. In the first nine months of 1995 the Company
received net proceeds from short-term borrowings totaling $65.3
million, and repaid $50 million in term loans, of which $5 million was
scheduled. The remaining $45 million was an early repayment of term
loans outstanding under the Company's previous bank credit facility.

On August 2, 1995, the previous secured bank credit facility was
replaced by a new unsecured Bank Credit Agreement. This five-year
credit facility provides up to $195 million in revolving credit loans,
with scheduled reductions in the total facility beginning in 1998 to
$150 million by August 1, 1999. The new Credit Agreement also provides
for certain performance incentives that, when met, will lower interest
rates, and reduce commitment fees to the Company. As a result of the
new Bank Agreement, and the repayment of the prior term loans, the
Company recorded a non-cash after-tax extraordinary charge of $2.7
million, or $.08 per share in the third quarter of 1995, for the 
write-off of debt issuance costs related to the previous bank credit
agreement.

Cash expended for financing activities in the first nine months of
1995 also included $33 million for the repurchase of 1,909,000 shares
of the Company's common stock, and the funding of $6 million in
dividends. Financing activities in the first nine months of 1994
primarily included the proceeds from the sale of $150 million of 9
3/4% senior public notes, borrowings of $156 million under the
Company's previously existing bank credit agreement, the repayment of
$185.4 million due to the early retirement of debt, and the repurchase
of 9.2 million shares of the Company's common stock at a total cost of
$118.8 million. Since beginning the stock repurchase program in March
1994, a total of 11.2 million shares have been acquired as of October
31, 1995, at a total cost of $152.5 million, under a $175 million
total authorization.

As a result of the above operating, investing and financing
activities, cash and cash equivalents and short-term marketable
securities decreased $7 million since December 31, 1994, to $10.7
million at September 30, 1995. Management believes that the Company
will have sufficient cash flow from its operations and from its new
bank credit facility to meet future needs.

9

AMETEK, INC.
------------

Results of Operations
- ---------------------

Operations for the third quarter of 1995
compared to the third quarter of 1994

Sales from continuing operations for the third quarter of 1995 were
$204.9 million, compared to sales of $190.4 million for the third
quarter of 1994, an increase of $14.5 million or 7.6%. The sales
improvement came primarily from the Company's Electro-mechanical
Group, which increased $7.6 million or 9.5% to $87.2 million. The
Precision Instruments Group's sales increased 7.3% to $77.2 million
from 1994 third quarter sales of $71.9 million, while the Industrial
Materials Group's sales increased $1.6 million to $40.5 million, or
4.2%, from third quarter 1994 sales of $38.9 million, after
restatement for the sale of the Microfoam Division in May 1995.

Operating income from continuing operations for the third quarter of
1995 increased $2.1 million or 10.6% to $21.5 million, compared to the
third quarter of 1994. This increase reflects the Company's overall
higher sales volume, improved operating efficiencies in the Industrial
Materials Group, and a $.5 million cost recovery from an insurance
settlement resulting from weather-related damage of a warehouse in
1994.

Interest expense for the third quarter of 1995 was $4.9 million, a
decrease of $1.2 million from the same quarter of 1994. The reduction
was due to lower effective interest rates, and reduced average debt
outstanding during the current third quarter. Other income in the 
current third quarter includes a $.3 million cost recovery from the 
insurance settlement mentioned above, and reached $.2 million, a 
decrease of $1.5 million from the third quarter of 1994, due primarily
to lower interest income in the current third quarter caused by lower 
levels of invested cash. In the third quarter of 1994, other income 
included a gain on the sale of assets.

The weighted average shares outstanding during the third quarter of
1995 was 33.1 million shares, compared to 34.8 million shares for the
same quarter of 1994. The reduced number of shares reflects the
Company's ongoing share repurchase program, which began in March 1994.

Third quarter 1995 income from continuing operations was $10.8 million,
or $.33 per share, compared with third quarter 1994 income of $9.7
million, or $.28 per share from continuing operations, an income
improvement of $1.1 million or 11%. After an extraordinary charge for
the write-off of deferred debt issuance costs of $2.7 million, or $.08
per share, net income for the third quarter of 1995 was $ 8.1 million,
or $.25 per share, compared to net income of $10.2 million, or $.29 per
share for the third quarter of 1994, which included income from
discontinued operations of $.5 million, or $.01 per share.

Electro-mechanical Group sales totalled $87.2 million in the
------------------------
current third quarter, an increase of $7.6 million or 9.5% from
the same quarter of 1994, due to higher sales of electric motor
products manufactured by the Company's domestic and Italian motor
operations. The Italian operations' sales increased 16.2%, with
minimal foreign currency translation effects. This group is
continuing to experience softness in its U.S. markets resulting
from the weakness in the U.S. home appliance industry, which is
being offset by the introduction of new products.

10

AMETEK, INC.
------------

Results of Operations (cont'd)
- ---------------------         

Operating profit of this group for the third quarter of 1995 was $11.1
million, unchanged from the same quarter of 1994. Operating margins
decreased to 12.8% in the current third quarter from 13.9% in the same
quarter of 1994 due to a change in product mix in the Company's
domestic operations, and the higher cost of introducing new models to
increase market penetration in the soft U.S. appliance market.
Operating margins were also lower because of higher material costs in
the Company's Italian operations, net of increased selling prices.

In the Precision Instruments Group, sales reached $77.2 million in
---------------------------
this year's third quarter, an increase of 7.3% from $71.9 million of
sales in the same quarter last year. The increase was primarily due to
the sales contribution from the Dixson heavy vehicle instrumentation
business, purchased at the end of the first quarter of 1995. Higher
sales of automotive and process instruments were more than offset by
lower sales of aerospace instruments.

Group operating profit for the current quarter decreased $.6 million
or 6.7% to $8.7 million, from $9.3 million in the third quarter of
1994. Operating margins decreased to 11.3% in the current third
quarter from 13% in the third quarter of 1994 due to a change to a
more normal product mix and margin level in the Company's commercial
gauge operations. Lower sales of aerospace instruments also
contributed to the profit decline. Third quarter 1994 results were
unusually strong, due to a higher proportion of sales of more
profitable products, as well as lower material costs in the Company's
general gauge business. The reduced profitability in the current third
quarter from the events noted above more than offset a profit
contribution by the Dixson business.

In the Industrial Materials Group, third quarter 1995 sales from
--------------------------
continuing operations increased $1.6 million or 4.2% to $40.5 million,
compared to $38.9 million in the same quarter of 1994, due primarily
to higher sales by the Company's metal powder business. The overall
sales increase reflects lower sales of certain plastics compounding
products, while sales of water filtration products were about the same
due to continued softness in this market.

11

AMETEK, INC.
------------

Results of Operations (cont'd)
- ---------------------         

Group operating profit for the current third quarter totaled $7.6
million, an increase of $1.9 million, or 32.5% from the restated $5.7
million in the third quarter of 1994. Operating margins increased to
18.6% in the current third quarter from 14.6% in the third quarter of
1994 due to the higher sales volume, and a cost recovery from an
insurance settlement of $.8 million related to a 1994 weather-related
damage of a warehouse at the Westchester Plastics Division. Third
quarter profits for 1994 included a charge for asset write-offs in the
corrosion-resistant materials business. The current third quarter's
overall profit increase reflects a decrease in profits from the water
filtration business caused by the lack of sales growth and by somewhat
higher operating costs. Late in September 1995, the Company announced
that it is seeking bids for the sale of the group's Westchester
Plastics Division.

Operations for the first nine months of 1995
compared to the first nine months of 1994

Sales from continuing operations for the first nine months of 1995
were $635.5 million, compared to sales of $584.5 million from
continuing operations for the same period of 1994, an increase of
$51.0 million or 8.7%. All business segments reported improved sales,
led by the Electro-mechanical Group, which increased $31.1 million or
12.4%. The Precision Instruments Group's sales increased $12.1 million
or 5.6%, and the Industrial Materials Group's sales, which were
restated for the May 1995 sale of the Microfoam Division, increased
$7.8 million or 6.6%.

Operating income from continuing operations for the first nine months
of 1995 increased $10.4 million or 18.3% to $67.4 million, compared to
$57.0 million for the same period of 1994. This increase reflects the
overall higher sales volume, plus improved operating performance from
realization of benefits from the restructuring programs in the
Precision Instruments Group, which were initiated in 1993. Lower costs
resulting from improved operating efficiencies also benefited the
Industrial Materials Group.

Other income for the first nine months of 1995 was $.8 million, a
decrease of $2.5 million from the same period of 1994. The decrease
during the current period results from reduced interest and other
investment income. The lower interest income was due to lower levels
of invested cash. Other income for the first nine months of 1994
included gains on asset sales.

Income from continuing operations for the first nine months of 1995
was $32.9 million, or $.98 per share, compared to 1994 income of $27.5
million or $.73 per share from continuing operations, an increase in
income of $5.4 million or 19.6%. Income from the discontinued
Microfoam operations for the first nine months of 1995 was $.8
million, or $.02 per share, compared to income of $1.2 million, or
$.03 per share for the same period of 1994. Results for the first nine
months of 1995 also include an after-tax gain on the second quarter
1995 sale of the Microfoam Division of $10.4 million, or $.31 per
share.

12

AMETEK, INC.
------------

Results of Operations (cont'd)
- ---------------------         

Income before an extraordinary item in the first nine months of 1995
was $44.1 million, or $1.31 per share, compared to income of $28.7
million, or $.76 per share for the first nine months of 1994, before
an extraordinary item and the cumulative effect of an accounting
change. After an extraordinary charge for the write-off of deferred
debt issuance costs of $2.7 million after-tax, or $.08 per share in
the third quarter of 1995, net income for the first nine months of
1995 was $41.4 million, or $1.23 per share, compared to net income of
$20.7 million, or $.55 per share for the same period of 1994, which
included first quarter charges for an extraordinary loss of $11.8
million ($.31 per share) after-tax from the early repayment of debt
and a $3.8 million ($.10 per share) after-tax gain from a required
change in accounting for certain marketable securities.

Electro-mechanical Group sales totaled $283.3 million in the first
------------------------
nine months of 1995, an increase of $31.1 million or 12.4% from the
same period of 1994, due to increased sales of electric motor products
manufactured by the Company's domestic and Italian motor operations.
Before foreign currency translation effects, which were not
significant, the Italian operations reported a 28.9% increase in sales
compared to the first nine months of 1994.

Operating profit of this group increased $3.8 million or 11.4% to
$37.4 million in the first nine months of 1995, primarily because of
the higher sales volume. Higher material costs in the Italian
operations are being moderated by increased sales prices and cost
reduction programs implemented during 1995.

In the Precision Instruments Group, sales in the first nine months of
---------------------------
1995 were $226.9 million, an increase of $12.1 million or 5.6% from
the same period of 1994. The increase is largely due to the sales by
the Dixson heavy vehicle instrumentation business purchased at the end
of the first quarter of 1995. Higher sales of heavy truck instruments
and process instruments were more than offset by lower sales of
aerospace instruments.

Group operating profit increased $2.8 million or 11.9% to $26.2
million for the first nine months of 1995. The group benefited from a
profit contribution by Dixson, and from increased operating
efficiencies in the aerospace business resulting from the
restructuring activities and cost reduction programs initiated in
prior years, as well as an improved product mix on process instrument
sales.

In the Industrial Materials Group, sales from continuing operations
--------------------------
for the first nine months of 1995 increased $7.8 million or 6.6% to
$125.3 million. All but one business in this group reported a sales
increase, led by the Specialty Metal Division's metal powder business.
Softness in residential water filtration markets has reduced the
growth in sales by the filtration business.

13

AMETEK, INC.
------------

Results of Operations (cont'd)
- ---------------------         

Group operating profit from continuing operations for the first nine
months of 1995 increased $3.8 million or 20.7% to $22.0 million,
compared to $18.2 million in the same period of 1994. The profit
increase was due to the increased sales volume, and to lower operating
costs in the corrosion-resistant materials and plastic compounding
businesses. The overall profit increase was suppressed somewhat by
reduced operating performance in the water filtration business, caused
in part by the limited sales growth.

14

AMETEK, INC.
------------

PART II.  OTHER INFORMATION
---------------------------

Item 6.    Exhibits and Reports on Form 8-K
- -------    --------------------------------

a)      Exhibits:

Exhibit
Number                         Description
------                         -----------

4                Credit Agreement dated August 2, 1995, among the 
Company, Various  Lending Institutions, Bank of 
Montreal, Corestates Bank, N.A., and PNC Bank, 
National Association, as Co-Agents, and The Chase
Manhattan Bank, N.A., as Administrative Agent.

4.1               First Amendment to Credit Agreement dated August
22, 1995.

27                Financial Data Schedule *

*  Schedule submitted in electronic format only.

b)     Reports on Form 8-K: For the quarter ended September 30, 1995, the
Company filed a Current Report on Form 8-K dated August 22, 1995, under
Item 5, Other Events, to report restated consolidated statements of
income and information by business segment for the Company for each of
the quarterly periods in the fiscal year ending December 31, 1994, and
for the quarterly period ended March 31, 1995. The restated financial
information presented the May 1995 sale of the Microfoam Division as
discontinued operations.

15

AMETEK, INC.
------------

SIGNATURES

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

AMETEK, INC.
-------------------------------------------
(Registrant)

By /s/      Otto W. Richards
-----------------------------------------
Otto W. Richards
Vice President and Comptroller
(Principal Accounting Officer)

November 13, 1995

16

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

Exhibit 4
=========

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

$195,000,000

CREDIT AGREEMENT

among

AMETEK, INC.,

VARIOUS LENDING INSTITUTIONS,

BANK OF MONTREAL,

CORESTATES BANK, N.A.

and

PNC BANK, NATIONAL ASSOCIATION,
AS CO-AGENTS,

and

THE CHASE MANHATTAN BANK, N.A.,
AS ADMINISTRATIVE AGENT

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

Dated as of August 2, 1995

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

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

TABLE OF CONTENTS
-----------------

Page
----

SECTION 1.  Amount and Terms of Credit ......................................  1
1.01  Commitments .......................................................  1
1.02  Minimum Borrowing Amounts, etc ....................................  2
1.03  Notice of Borrowing ...............................................  2
1.04  Disbursement of Funds .............................................  2
1.05  Notes .............................................................  3
1.06  Conversions .......................................................  4
1.07  Pro Rata Borrowings ...............................................  4
1.08  Interest ..........................................................  5
1.09  Interest Periods ..................................................  5
1.10  Increased Costs, Illegality, etc ..................................  6
1.11  Compensation ......................................................  9
1.12  Change of Lending Office .......................................... 10
1.13  Replacement of Banks .............................................. 10
1.14  Limitation on Additional Amounts, etc ............................. 11

SECTION 2.  Letters of Credit ............................................... 11
2.01  Letters of Credit ................................................. 11
2.02  Letter of Credit Participations ................................... 14
2.03  Letter of Credit Requests; Notices of Issuance .................... 16
2.04  Agreement to Repay Letter of Credit Drawings ...................... 16
2.05  Increased Costs ................................................... 17
2.06  Indemnification ................................................... 18

SECTION 3.  Fees; Commitments ............................................... 18
3.01  Fees .............................................................. 18
3.02  Voluntary Reduction of Commitments ................................ 19
3.03  Mandatory Adjustments of Commitments .............................. 19

SECTION 4.  Payments ........................................................ 20
4.01  Voluntary Prepayments ............................................. 20
4.02  Mandatory Prepayments ............................................. 21
(A)  Requirements .............................................. 21
(B)    Application ............................................. 22
4.03  Method and Place

of Payment ....................................... 23
4.04  Net Payments ...................................................... 23

(i)

Page
----

SECTION 5.  Conditions Precedent ............................................ 25
5.01  Conditions Precedent to Initial Borrowing Date .................... 25
(a)     Effectiveness; Notes .................................. 25
(b)     Officer's Certificate ................................. 25
(c)     Corporate Documents; Proceedings; Officers'
Certificates ......................................... 25
(d)     Opinions of Counsel ................................... 26
(e)     Existing Credit Agreement ............................. 26
(f)     Approvals ............................................. 27
(g)     Subsidiary Guaranty ................................... 28
(h)     Insurance Policies .................................... 28
(i)     Plans; etc. ........................................... 28
(j)     Payment of Fees ....................................... 29
(k)     Adverse Change ........................................ 29
(l)     Litigation ............................................ 29
5.02  Conditions Precedent to All Credit Events ......................... 29

SECTION 6.  Representations, Warranties and Agreements ...................... 30
6.01  Corporate Status .................................................. 30
6.02  Corporate Power and Authority ..................................... 31
6.03  No Violation ...................................................... 31
6.04  Litigation ........................................................ 31
6.05  Use of Proceeds ................................................... 31
6.06  Governmental Approvals ............................................ 32
6.07  Investment Company Act ............................................ 32
6.08  Public Utility Holding Company Act ................................ 32
6.09  True and Complete Disclosure ...................................... 32
6.10  Representations and Warranties in Other Agreements ................ 33
6.11  Financial Condition; Financial Statements ......................... 33
6.12  Tax Returns and Payments .......................................... 34
6.13  Compliance with ERISA ............................................. 34
6.14  Subsidiaries ...................................................... 36
6.15  Patents, etc ...................................................... 36
6.16  Compliance with Statutes; Environmental Matters, etc. ............. 36
6.17  Properties ........................................................ 37
6.18  Labor Relations; Collective Bargaining Agreements ................. 37
6.19  Indebtedness ...................................................... 38
6.20  Restrictions on Subsidiaries ...................................... 38
6.21  Transaction ....................................................... 38
6.22  Insurance ......................................................... 39
6.23  Senior Notes ...................................................... 39
6.24  Interest Rate Protection Agreements ............................... 39

(ii)

Page
----

SECTION 7.  Affirmative Covenants ........................................... 39
7.01  Information Covenants ............................................. 39
(a)     Annual Financial Statements ........................... 39
(b)     Quarterly Financial Statements ........................ 40
(d)     Officer's Certificates ................................ 41
(e)     Notice of Default or Litigation ....................... 41
(f)     Auditors' Reports ..................................... 41
(g)     Environmental Matters ................................. 41
(h)     Other Information ..................................... 42
7.02  Books, Records and Inspections .................................... 43
7.03  Payment of Taxes .................................................. 43
7.04  Corporate Franchises .............................................. 44
7.05  Compliance with Statutes, Environmental Laws, etc. ................ 44
7.06  ERISA ............................................................. 45
7.07  Good Repair ....................................................... 46
7.08  End of Fiscal Years; Fiscal Quarters .............................. 46
7.09  Maintenance of Property; Insurance ................................ 46
7.10  Performance of Obligations ........................................ 46
7.11  Use of Proceeds ................................................... 46
7.12  Ownership of Subsidiaries ......................................... 47
7.13  Foreign Subsidiaries Guaranty ..................................... 47
7.14  Senior Notes Change of Control .................................... 47

SECTION 8.  Negative Covenants .............................................. 47
8.01  Consolidation, Merger, Sale or Purchase of Assets, etc. ........... 48
8.02  Liens ............................................................. 53
8.03  Indebtedness ...................................................... 55
8.04  Limitation on the Creation of Subsidiaries ........................ 58
8.05  Advances, Investments and Loans ................................... 59
8.06  Dividends, etc. ................................................... 61
8.07  Transactions with Affiliates ...................................... 62
8.08  Changes in Business ............................................... 62
8.09  Fixed Charge Coverage Ratio ....................................... 62
8.10  Leverage Ratio .................................................... 62
8.11  Consolidated Indebtedness to Consolidated EBITDA .................. 62
8.12  Limitation on Voluntary Payments and Modifications of
Indebtedness; Modification of Certificate of Incorporation ....... 62
8.13  Limitations on Issuance of Capital Stock .......................... 63
8.14  Limitation on Restrictions Affecting Subsidiaries ................. 64

SECTION 9.  Events of Default ............................................... 64
9.01  Payments .......................................................... 64
9.02  Representations, etc. ............................................. 64

(iii)

Page
----

9.03  Covenants ......................................................... 64
9.04  Default Under Other Agreements .................................... 65
9.05  Bankruptcy, etc. .................................................. 65
9.06  ERISA ............................................................. 65
9.07  Subsidiary Guaranty ............................................... 66
9.08  Judgments ......................................................... 66
9.09  Change of Control ................................................. 66

SECTION 10.  Definitions .................................................... 67

SECTION 11.  The Administrative Agent, Co-Agents, etc. ...................... 95
11.01  Appointment ...................................................... 95
11.02  Delegation of Duties ............................................. 95
11.03  Exculpatory Provisions ........................................... 96
11.04  Reliance by the Administrative Agent ............................. 96
11.05  Notice of Default ................................................ 97
11.06  Non-Reliance on Administrative Agent, Co-Agents and
Other Banks ..................................................... 97
11.07  Indemnification .................................................. 98
11.08  Individual Capacity .............................................. 98
11.09  Resignation; Successors .......................................... 99
11.10  Holders .......................................................... 99

SECTION 12.  Miscellaneous .................................................. 99
12.01  Payment of Expenses, etc. ........................................ 99
12.02  Right of Setoff ................................................. 100
12.03  Notices ......................................................... 101
12.04  Benefit of Agreement ............................................ 101
12.05  No Waiver; Remedies Cumulative .................................. 103
12.06  Payments Pro Rata ............................................... 103
12.07  Calculations; Computations ...................................... 104
12.08  Governing Law; Submission to Jurisdiction; Venue;
Trial by Jury .................................................. 104
12.09  Counterparts .................................................... 106
12.10  Effectiveness ................................................... 106
12.11  Headings Descriptive ............................................ 106
12.12  Amendment or Waiver ............................................. 106
12.13  Survival ........................................................ 107
12.14  Domicile of Loans ............................................... 108
12.15  Confidentiality ................................................. 108
12.16  Collateral Release .............................................. 108

SCHEDULE I    -  Commitments
SCHEDULE II   -  Real Property
SCHEDULE III  -  Insurance

(iv)

SCHEDULE IV   -  Projections
SCHEDULE V    -  Subsidiaries
SCHEDULE VI   -  Collective Bargaining Agreements
SCHEDULE VII  -  Permitted Existing Indebtedness
SCHEDULE VIII -  Permitted Liens
SCHEDULE IX   -  Permitted Existing Investments
SCHEDULE X    -  Existing Interest Rate Protection Agreements

EXHIBIT A-1   -  Notice of Borrowing
EXHIBIT A-2   -  Notice of Prepayment
EXHIBIT B     -  Note
EXHIBIT C     -  Officers' Certificate
EXHIBIT D-1   -  Opinion of Stroock & Stroock & Lavan
EXHIBIT D-2   -  Opinion of White & Case
EXHIBIT E     -  Subsidiary Guaranty
EXHIBIT F     -  Intercompany Note
EXHIBIT G     -  Subordination Provisions
EXHIBIT H     -  Assignment Agreement

(v)

CREDIT AGREEMENT, dated as of August 2, 1995, among AMETEK, INC., a
Delaware corporation (the "Borrower"), the lending institutions listed from time
to time on Schedule I hereto (each a "Bank" and, collectively, the "Banks"),
BANK OF MONTREAL, CORESTATES BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as
Co-Agents (each a "Co-Agent" and, collectively, the "Co-Agents"), and THE CHASE
MANHATTAN BANK, N.A., as administrative agent (in such capacity, and together
with its successors in such capacity, the "Administrative Agent") for the Banks.
Unless otherwise defined herein, all capitalized terms used herein and defined
in Section 10 are used herein as so defined.

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

WHEREAS, the Borrower, various lenders, the Co-Agents and the
Administrative Agent are party to a Credit Agreement, dated as of March 11, 1994
(as the same has been amended, modified or supplemented to the date hereof, the
"Existing Credit Agreement");

WHEREAS, the parties hereto wish to restructure the Borrower's
Indebtedness under the Existing Credit Agreement by entering into this Agreement
and the other Credit Documents; and

WHEREAS, subject to and upon the terms and conditions set forth
herein, the Banks are willing to make available to the Borrower the credit
facility provided for herein.

NOW, THEREFORE, IT IS AGREED:

SECTION 1.  Amount and Terms of Credit.
-------------------------- 

1.01  Commitments.  Subject to and upon the terms and conditions 
-----------                                             
herein set forth, each Bank severally agrees, at any time and from time to time
on and after the Initial Borrowing Date and prior to the Final Maturity Date, to
make a loan or loans (each a "Loan" and, collectively, the "Loans") to the
Borrower, which Loans (i) except as herein after provided, may, at the option of
the Borrower, be incurred and maintained as, and/or converted into, Base Rate
Loans or Eurodollar Loans, provided that all Loans made by all Banks pursuant to
-------- 
the same Borrowing shall, unless otherwise specifically provided herein, consist
entirely of Loans of the same Type, (ii) may be repaid and reborrowed in
accordance with the provisions hereof, (iii) shall not exceed in aggregate
principal amount for
any Bank at any time outstanding the amount which, when combined with such
Bank's Percentage of the Letter of Credit Outstandings at such time, equals the
Commitment of such Bank at such time and (iv) shall not exceed in aggregate
principal amount for all Banks at any time outstanding the amount which, 

when added to the aggregate amount of Letter of Credit Outstandings at such
time, equals the Total Commitment at such time.

1.02  Minimum Borrowing Amounts, etc.  The aggregate principal amount
-------------------------------                                
of each Borrowing of Loans shall not be less than the applicable Minimum
Borrowing Amount. More than one Borrowing may be incurred on any day, provided
--------
that at no time shall there be outstanding more than 12 Borrowings of Eurodollar
Loans in the aggregate.

1.03  Notice of Borrowing.  (a)  Whenever the Borrower desires to 
-------------------                                       
incur Loans, it shall give the Administrative Agent at its Notice Office,
written notice (or telephonic notice promptly confirmed in writing) of each
Borrowing of Eurodollar Loans prior to 12:00 Noon (New York time) on the third
Business Day preceding the date of the proposed Borrowing and written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing of Base Rate
Loans to be made hereunder prior to 10:00 A.M. (New York time) on the date of
the proposed Borrowing. Each of the foregoing notices (each a "Notice of
Borrowing") shall be irrevocable, and, in the case of each written notice and
each confirmation of telephonic notice, shall be in the form of Exhibit A-1,
appropriately completed to specify (i) the aggregate principal amount of the
Loans to be incurred, (ii) the date of incurrence (which shall be a Business
Day) and (iii) whether the respective incurrence shall consist of Base Rate
Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period to be
initially applicable thereto. The Administrative Agent shall promptly give each
Bank written notice (or telephonic notice promptly confirmed in writing) of each
proposed Borrowing, of the proportionate share thereof of each Bank and of the
other matters covered by the Notice of Borrowing.

(b)  Without in any way limiting the obligation of the Borrower to
confirm in writing any notice it may give hereunder by telephone, the
Administrative Agent or the respective Letter of Credit Issuer (in the case of
the issuance of Letters of Credit), as the case may be, may act prior to receipt
of written confirmation without liability upon the basis of such telephonic
notice, reasonably believed by the Administrative Agent or such Letter of Credit
Issuer, as the case may be, in good faith to be from an Authorized Officer of
the Borrower as a person entitled to give telephonic notices under this
Agreement on be half of such Borrower. In each such case the Borrower hereby
waives the right to dispute the Administrative Agent's record of the terms of
any such telephonic notice.

1.04  Disbursement of Funds.  (a)  Subject to the terms and conditions
---------------------                                           
hereinafter provided, each Bank will make available its pro rata share, if any,
--- ----               
of each Borrowing requested to be made on the date specified in a Notice of
Borrowing in the manner provided below by no later than 1:00 P.M. (New York
time) on such date, but, in the case of a Borrowing of Base Rate Loans, only to
the extent that such Bank has received a notice from the Administrative Agent of
such proposed Borrowing. All amounts shall be made available to the
Administrative Agent in Dollars and immediately available funds at the Payment
Office and the Administrative Agent promptly will, on the date specified in such
Notice of Borrowing,

-2-

make available to the Borrower by depositing to its account at the Payment
Office the aggregate of the amounts so made available by the Banks by the time
specified in the preceding sentence in the type of funds received. Unless the
Administrative Agent shall have been notified by any Bank prior to the date of
Borrowing that such Bank does not intend to make available to the Administrative
Agent its portion, if any, of the Borrowing or Borrowings 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, in reliance upon such assumption, may (in its sole
discretion and without any obligation to do so) 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 and the Administrative Agent has made
available same to the Borrower, the Administrative Agent shall be entitled to
recover such corresponding amount from such Bank. 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 pay such corresponding amount to the Administrative Agent. The
Administrative Agent shall also be entitled to recover 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 by the
Administrative Agent to the Borrower to the date such corresponding amount is
recovered by the Administrative Agent, at a rate per annum equal to (x) if to be
paid by such Bank, the customary rate set by the Administrative Agent for the
correction of errors among banks for each day during the period consisting of
the first three Business Days following such date of availability and thereafter
at the Base Rate or (y) if to be paid by the Borrower, the then applicable rate
of interest, calculated in accordance with Section 1.08 for the respective
Loans.

(b)  Nothing herein shall be deemed to relieve any Bank from its
obligation to fulfill its commitments hereunder to make Loans or to prejudice
any rights which the Borrower may have against any Bank as a result of any
default by such Bank hereunder.

1.05  Notes. (a)  The Borrower's obligation to pay the principal of,
-----                                                          
and interest on, the Loans made to it by each Bank shall be evidenced by a
promissory note duly executed and delivered by the Borrower substantially in the
form of Exhibit B, with blanks appropriately completed in conformity herewith
(each a "Note" and collectively the "Notes").

(b)  The Note issued to each Bank shall (i) be payable to the order of
such Bank and be dated the Initial Borrowing Date, (ii) be in a stated principal
amount equal to the Commitment of such Bank and be payable in the principal
amount of the Loans evidenced thereby, (iii) mature on the Final Maturity Date,
(iv) bear interest as provided in the appropriate clause of Section 1.08 in
respect of the Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (v) be subject to mandatory repayment as provided in Section
4.02 and (vi) be entitled to the benefits of this Agreement and the other Credit
Documents.

-3-

(c)  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 Notes, endorse on the reverse side thereof the
outstanding principal amount of Loans evidenced thereby and the last date or
dates on which interest has been paid in respect of the Loans evidenced thereby.
Failure to make any such notation shall not affect the Borrower's obligations in
respect of such Loans, or affect the validity of such transfer by any Bank of
such Note.

1.06  Conversions.  The Borrower shall have the option to convert on
-----------                                                   
any Business Day occurring after the Initial Borrowing Date, all or a portion at
least equal to the applicable Minimum Borrowing Amount of the outstanding
principal amount of the Loans made pursuant to one or more Borrowings of one or
more Types of Loans into a Borrowing or Borrowings of another Type of Loan,
provided that (i) except as provided in Section 1.10(b), Eurodollar Loans may be
- --------                                                                        
converted into Loans of another Type only on the last day of an Interest Period
applicable thereto and no partial conversion of a Borrowing of Eurodollar Loans
shall reduce the outstanding principal amount of the Loans pursuant to such
Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii)
Loans may only be converted into Eurodollar Loans if no Default or Event of
Default is in existence on the date of the conversion and (iii) Borrowings of
Eurodollar Loans resulting from this Section 1.06 shall be limited in number as
provided in Section 1.02. Each such conversion shall be effected by the Borrower
by giving the Administrative Agent at its Notice Office, prior to 12:00 Noon
(New York time), at least three Business Days or, in the case of a conversion
into Base Rate Loans, prior to 10:00 A.M. (New York time) on the same Business
Day, prior written notice (or telephonic notice promptly confirmed in writing)
(each a "Notice of Conversion") specifying the Loans to be so converted, the
Type of Loans to be converted into and, if to be converted into a Borrowing of
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall give each Bank prompt notice of any such proposed
conversion affecting any of its Loans.

1.07  Pro Rata Borrowings.  All Borrowings of Loans shall be made 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 in its obligation to
make Loans hereunder and that each Bank shall be obligated to make the Loans
provided to be made by it here under, regardless of the failure of any other
Bank to fulfill its commitments hereunder.

1.08  Interest. (a)  The unpaid principal amount of each Base Rate
--------                                                     
Loan shall bear interest from and including the date of the Borrowing thereof
until maturity (whether by acceleration or otherwise) at a rate per annum which
shall at all times be the Base Rate in effect from time to time.

(b)  The unpaid principal amount of each Eurodollar Loan shall bear
interest from and including the date of the Borrowing thereof until maturity
(whether by acceleration or otherwise) at a rate per annum which shall at all
times be the relevant Euro dollar Rate plus the Applicable Margin.

-4-

(c)  Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan shall bear interest at a rate per annum equal
to the Base Rate in effect from time to time plus 2%, provided that no Loan
--------             
shall bear interest after maturity (whether by acceleration or otherwise) at a
rate per annum less than 2% plus the rate of interest applicable thereto at
maturity.

(d)  Interest shall accrue from and including the date of any
Borrowing to but excluding the date of any repayment thereof and shall be
payable in arrears (i) in respect of each Base Rate Loan, quarterly on the last
Business Day of each calendar quarter, (ii) in respect of each Eurodollar Loan,
on the last day of each Interest Period applicable thereto and, in the case of
an Interest Period of six months, on the date occurring three months after the
first day of such Interest Period and (iii) in respect of each Loan, on any
prepayment (on the amount prepaid), at maturity (whether by acceleration or
otherwise) and, after such maturity, on demand.

(e)  All computations of interest hereunder shall be made in
accordance with Section 12.07(b).

(f)  The Administrative Agent, upon determining the interest rate for
any Borrowing of Eurodollar Loans for any Interest Period, shall promptly notify
the Borrower and the Banks thereof.

1.09  Interest Periods.  At the time the Borrower gives a Notice of
----------------                                             
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Borrowing of Eurodollar Loans (in the case of the initial Interest
Period applicable thereto) or prior to 12:00 Noon (New York time) on the third
Business Day prior to the expiration of an Interest Period applicable to a
Borrowing of Eurodollar Loans (in the case of any subsequent Interest Period),
it shall have the right to elect by giving the Administrative Agent written
notice (or telephonic notice promptly confirmed in writing) of the Interest
Period applicable to such Borrowing, which Interest Period shall, at the option
of the Borrower, be a one, two, three or six month period. Notwithstanding
anything to the contrary contained above:

(i)   the initial Interest Period for any Borrowing of Eurodollar
Loans shall commence on the date of such Borrowing (including the date of
any conversion from a Borrowing of Base Rate Loans) and each Interest
Period occurring thereafter in respect of such Borrowing shall commence on
the day on which the next preceding Interest Period expires;

(ii)  if any Interest Period applicable to a Borrowing of Eurodollar
Loans 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;

-5-

(iii) 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 applicable to
--------                                          
a Borrowing of Eurodollar Loans 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;

(iv)  no Interest Period shall extend beyond the Final Maturity Date;

(v)   no Interest Period may be elected at any time when a Default or
Event of Default is then in existence;

(vi)  all Eurodollar Loans comprising a Borrowing shall at all times
have the same Interest Period; and

(vii) no Interest Period shall extend beyond any Scheduled Commitment
Reduction Date, if, after giving effect to the selection of such Interest
Period, the aggregate principal amount of Loans maintained as Eurodollar
Loans with Interest Periods ending after such date would exceed the Total
Commitment after giving effect to the Scheduled Commitment Reduction to
occur on such date.

If upon the expiration of any Interest Period, the Borrower has failed to elect
a new Interest Period to be applicable to the respective Borrowing of Eurodollar
Loans as provided above, or is unable to elect a new Interest Period as a result
of clause (v) above, the Borrower shall be deemed to have elected to convert
such Borrowing into a Borrowing of Base Rate Loans effective as of the
expiration date of such current Interest Period.

1.10  Increased Costs, Illegality, etc. (a)  In the event that (x) in
---------------------------------                               
the case of clause (i) below, the Administrative Agent or (y) in the case of
clauses (ii) and (iii) below, any Bank shall have determined (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto):

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

(ii)  at any time, that such Bank shall incur increased costs or
reductions in the amounts received or receivable hereunder with respect to
any Eurodollar Loans (other than any increased cost or reduction in the
amount received or receivable resulting from the imposition of or a change
in the rate of taxes or similar charges) because of (x) any change since
the date of this Agreement in any applicable law, 

-6-

governmental rule, regulation, guideline, order or request (whether or not
having the force of law) or in the interpretation or administration thereof
and including the introduction of any new law or governmental rule,
regulation, guideline, order or request (such as, for example, but not
limited to, a change in official re serve requirements, but, in all events,
excluding reserves referred to in Section 1.10(d)) and/or (y) other
circumstances adversely affecting the London interbank Eurodollar market or
the position of such Bank in such market; or

(iii) at any time, that the making or continuance of any Eurodollar
Loan has become unlawful by compliance by such Bank in good faith with any
law, governmental rule, regulation, guideline or order (or would conflict
with any such governmental rule, regulation, guideline or order not having
the force of law but with which such Bank customarily complies even though
the failure to comply therewith would not be unlawful), or has become
impracticable as a result of a contingency occurring after the date of
this Agreement which adversely affects the London interbank Eurodollar
market;

then, and in any such event, such Bank (or the Administrative Agent in the case
of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and (except in the case of clause (i)) 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, Eurodollar 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 given by the
Borrower with respect to Eurodollar Loans which have not yet been incurred shall
be deemed rescinded by such Borrower, (y) in the case of clause (ii) above, the
Borrower shall, subject to the provisions of Section 1.14 (to the extent
applicable), pay to such 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 in its reasonable discretion
shall determine) as shall be required to compensate such Bank for such increased
costs or reductions in amounts receivable hereunder and (z) in the case of
clause (iii) above, the Borrower shall take one of the actions specified in
Section 1.10(b) as promptly as possible and, in any event, within the time
period required by law.

(b)  At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii),
shall) either (i) if the affected Eurodollar Loan is then being made pursuant to
a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic
notice (confirmed promptly in writing) thereof on the same date that the
Borrower was notified by a Bank pursuant to Section 1.10(a)(ii) or (iii), or
(ii) if the affected Eurodollar Loan is then outstanding, upon at least three
Business Days' notice to the Administrative Agent, require the affected Bank to
convert each such Eurodollar Loan into a Base Rate Loan (which conversion, in
the case of the circumstances described in Section 1.10(a)(iii), shall occur no

-7-

later than the last day of the Interest Period then applicable to such
Eurodollar Loan (or such earlier date as shall be required by applicable law));
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 1.10(b).

(c)  If any Bank determines at any time that the adoption or
effectiveness after the Effective Date of any applicable law, rule or regulation
regarding capital adequacy, or any change therein after the Effective Date, or
any change after the Effective Date in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or actual compliance by such
Bank with any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of increasing the costs to such Bank to a
level above that, or reducing the rate of return on such Bank's capital or
assets as a consequence of its commitments or obligations hereunder to a level
below that, which such Bank could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Bank's
policies with respect to capital adequacy), then from time to time, upon written
demand by such Bank (with a copy to the Administrative Agent), the Borrower
shall, subject to the provisions of Section 1.14 (to the extent applicable), pay
to such Bank such additional amount or amounts as will compensate such Bank for
such increased costs or reduction. Each Bank, upon determining that any
additional amounts will be payable pursuant to this Section 1.10(c), will give
prompt written notice thereof to the Borrower, which notice shall set forth the
basis of the calculation of such additional amounts, although the failure to
give any such notice shall not release or diminish the Borrower's obligations to
pay additional amounts pursuant to this Section 1.10(c) upon receipt of such
notice.

(d)  In the event that any Bank shall determine (which determination
shall, absent manifest error, be final and conclusive and binding on all parties
hereto) at any time that by reason of Regulation D such Bank is required to
maintain reserves in respect of Eurocurrency loans or liabilities during any
period that it has a Eurodollar Loan outstanding, then such Bank shall promptly
notify the Borrower and the Administrative Agent by written notice (or
telephonic notice promptly confirmed in writing) specifying the additional
amounts required to indemnify such Bank against the cost of maintaining such
reserves (such written notice to provide a computation of such additional
amounts) and the Borrower shall, subject to the provisions of Section 1.14 (to
the extent applicable), directly pay to such Bank such specified amounts as
additional interest at the time that it is other wise required to pay interest
in respect of such Eurodollar Loan or, if later, on demand.

1.11  Compensation.  The Borrower shall, subject to the provisions of
------------                                                   
Section 1.14 (to the extent applicable), compensate each Bank, upon its written
request (which request shall set forth the basis for requesting such
compensation), for all reasonable losses, expenses and liabilities (including,
without limitation, any loss, expense or liability incurred by reason

-8-

of the liquidation or reemployment of deposits or other funds required by such
Bank to fund its Eurodollar Loans to the Borrower) which such Bank may sustain:

(i)   if for any reason (other than a default or error by such Bank or
the Administrative Agent) a Borrowing of Eurodollar Loans does not occur on
a date specified therefor in a Notice of Borrowing or Notice of Conversion
(whether or not withdrawn by the Borrower or deemed withdrawn pursuant to
Section 1.10(a));

(ii)   if any repayment or conversion of any of its Eurodollar Loans
occurs on a date which is not the last day of an Interest Period applicable
thereto;

(iii)   if any prepayment of any of its Eurodollar Loans is not made on
any date specified in a notice of prepayment given by the Borrower; or

(iv)   as a consequence of (x) any other default by the Borrower to
repay its Eurodollar Loans when required by the terms of this Agreement or
(y) an election made pursuant to Section 1.10(b).

Calculation of all amounts payable to a Bank with respect to Eurodollar Loans
under this Section 1.11 shall be made as though that Bank had actually funded
its relevant Eurodollar Loan through the purchase of a Eurodollar deposit
bearing interest at the Eurodollar Rate in an amount equal to the amount of that
Eurodollar Loan, having a maturity comparable to the relevant Interest Period
and through the transfer of such Eurodollar deposit from an offshore office of
that Bank to a domestic office of that Bank in the United States of America (or
if such Bank has no offshore office, from an offshore office of the
Administrative Agent to the domestic office of the Administrative Agent);
provided, however, that each Bank may fund each of its Eurodollar Loans in any
- --------  -------                                                             
manner it sees fit and the foregoing assumption shall be utilized only for the
calculation of amounts payable under this Section 1.11.

1.12  Change of Lending Office.  Each Bank agrees that, upon the 
------------------------                                        
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), 1.10(c), 1.10(d), 2.05 or 4.04 with respect to such Bank, it will, if
requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Bank) to designate another lending office of such Bank
for any Loans or Letters of Credit affected by such event, provided that such
--------          
designation is made on such terms that such Bank or its respective lending
offices suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of any such
Section.  Nothing in this Section 1.12 shall affect or postpone any of the
obligations of the Borrower or the right of any Bank provided in Section 1.10,
2.05 or 4.04.

1.13  Replacement of Banks.  (x)  Upon the occurrence of any event
--------------------                                        
giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c),
Section 1.10(d), Section 2.05 or Section 4.04 with respect to any Bank which
results in such Bank charging to the Borrower increased costs which are material
in amount and are in excess of those being generally charged 

-9-

by the other Banks or (y) as provided in Section 12.12(b) in the case of certain
refusals by a Bank to consent to certain proposed changes, waivers, discharges
or terminations with respect to this Agreement which have been approved by the
Required Banks, the Borrower shall have the right, if no Default or Event of
Default then exists or will exist immediately after giving effect to the
respective replacement and, in the case of a Bank described in clause (x) above,
such Bank has not withdrawn its request for such compensation or changed its
applicable lending office with the effect of eliminating or substantially
decreasing (to a level which is not material) such increased cost, to replace
such Bank (the "Replaced Bank") with one or more other Eligible Assignee or
Assignees (collectively, the "Replacement Bank") reasonably acceptable to the
Administrative Agent and each Letter of Credit Issuer; provided that (i) at the
-------- 
time of any replacement pursuant to this Section 1.13, the Replacement Bank
shall enter into one or more Assignment Agreements pursuant to Section 12.04(b)
(and with all fees payable pursuant to said Section 12.04(b) to be paid by the
Replacement Bank) pursuant to which the Replacement Bank shall acquire all of
the Commitment and outstanding Loans of, and participations in Letters of Credit
by, the Replaced Bank and, in connection therewith, shall pay to (x) the
Replaced Bank in respect thereof an amount equal to the sum of (A) an amount
equal to the principal of, and all accrued interest on, all outstanding Loans of
the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have been
funded by (and not reimbursed to) such Replaced Bank, together with all then
unpaid interest with respect thereto at such time and (C) an amount equal to all
accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant to
Section 3.01 and (y) the respective Letter of Credit Issuer an amount equal to
such Replaced Bank's Percentage (for this purpose, determined as if the
adjustment described in clause (y) of the immediately succeeding sentence had
been made with respect to such Replaced Bank) of any Unpaid Drawing (which at
such time remains an Unpaid Drawing) with respect to any Letter of Credit issued
by such Letter of Credit Issuer to the extent such amount was not theretofore
funded by such Replaced Bank, and (ii) all obligations of the Borrower owing to
the Replaced Bank (other than those specifically described in clause (i) above
in respect of which the assignment purchase price has been, or is con currently
being, paid) shall be paid in full to such Replaced Bank concurrently with such
replacement. Upon the execution of the respective Assignment Agreements, the
payment of amounts referred to in clauses (i) and (ii) above and, if so
requested by the Replacement Bank, delivery to the Replacement Bank of an
appropriate Note executed by the Borrower, (x) the Replacement Bank shall become
a Bank hereunder and the Replaced Bank shall cease to constitute a Bank
hereunder, except with respect to indemnification provisions under this
Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04 and,
12.01), which shall survive as to such Replaced Bank and (y) the Percentages of
the Banks shall be automatically adjusted at such time to give effect to such
replacement.

1.14  Limitation on Additional Amounts, etc.  Notwithstanding anything
--------------------------------------                          
to the contrary contained in Sections 1.10, 1.11, 2.05 or 4.04 of this
Agreement, unless a Bank gives notice to the Borrower that it is obligated to
pay an amount under any such respective Section within 120 days after the later
of (x) the date the Bank incurs the respective increased costs, taxes, loss,
expense or liability, reduction in amounts received or receivable or reduction
in

-10-

return on capital or (y) the date such Bank has actual knowledge of its
incurrence of the respective increased costs, taxes, loss, expense or liability,
reductions in amounts received or receivable or reduction in return on capital,
then such Bank shall only be entitled to be compensated for such amount by the
Borrower pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the case may be,
to the extent the costs, taxes, loss, expense or liability, reduction in amounts
received or receivable or reduction in return on capital are incurred or
suffered on or after the date which occurs 120 days prior to such Bank giving
notice to the Borrower that it is obligated to pay the respective amounts
pursuant to said Section 1.10, 1.11, 2.05 or 4.04, as the case may be. Each
Bank, in determining additional amounts owing under Sections 1.10, 1.11, 2.05 or
4.04, will act reasonably and in good faith, provided that such Bank's
--------                 
determination of such additional amounts so owing shall, absent manifest error,
be final and conclusive and binding on all parties hereto. This Section 1.14
shall have no applicability to any Section of this Agreement other than said
Sections 1.10, 1.11, 2.05 and 4.04.

SECTION 2.  Letters of Credit.
----------------- 

2.01  Letters of Credit.  (a)  Subject to and upon the terms and
-----------------                                         
conditions herein set forth, the Borrower may request a Letter of Credit Issuer
at any time and from time to time on or after the Initial Borrowing Date and
prior to the third Business Day preceding the Final Maturity Date to issue, and
subject to the terms and conditions herein set forth, such Letter of Credit
Issuer hereby agrees to issue from time to time, (x) for the account of the
Borrower on a standby basis and in support of insurance obligations, workers
compensation, bonding obligations in respect of taxes, licenses and similar
requirements or obligations in respect of commodities purchased by the Borrower
or any of its Subsidiaries in the ordinary course of their respective businesses
and not for speculative purposes (to the extent consistent with the practices of
the Borrower and its Subsidiaries prior to the Effective Date), in each case of
the Borrower, any of its Subsidiaries or any Permitted Joint Venture, and other
obligations (as specified in the respective Letter of Credit Request and
consented to by the Administrative Agent and the respective Letter of Credit
Issuer) of the Borrower, any of its Subsidiaries and/or any Permitted Joint
Venture, an irrevocable standby letter of credit so requested by the Borrower in
a form customarily used by such Letter of Credit Issuer or in such other form as
may be approved by such Letter of Credit Issuer and the Administrative Agent
(each such standby letter of credit, a "Standby Letter of Credit" and
collectively, the "Standby Letters of Credit"), and (y) for the account of the
Borrower and for the benefit of sellers of goods to the Borrower, any of its
Subsidiaries or any Permitted Joint Venture, an irrevocable documentary letter
of credit in a form customarily used by such Letter of Credit Issuer or in such
other form as may be approved by such Letter of Credit Issuer and the
Administrative Agent in support of commercial transactions of the Borrower, any
of its Subsidiaries or any Permitted Joint Venture, as the case may be, entered
into in the ordinary course of its business (each such documentary letter of
credit, a "Trade Letter of Credit" and collectively, the "Trade Letters of
Credit" and together with the Standby Letters of Credit, the "Letters of
Credit"). Notwithstanding the foregoing, no Letter of Credit Issuer shall be
obligated to issue any Letter of Credit at a time when a Bank Default exists
unless such Letter of Credit Issuer has entered

-11-

into arrangements satisfactory to it and the Borrower to eliminate such Letter
of Credit Issuer's risk with respect to the participation in Letters of Credit
of the Bank which is the subject of the Bank Default, including by cash
collateralizing such Bank's Percentage of the Letter of Credit Outstandings.

(b)  Notwithstanding the foregoing,

(i)   no Letter of Credit shall be issued the Stated Amount of which,
when added to the Letter of Credit Outstandings at such time, would exceed
either (x) $15,000,000, or (y) when added to the aggregate principal amount
of all Loans then outstanding, the Total Commitment at such time;

(ii)   each Letter of Credit shall by its terms terminate on or before
the earlier of (x)(A) in the case of Standby Letters of Credit, the date
which occurs 18 months after such Standby Letter of Credit's date of
issuance (subject to extension provisions acceptable to the Administrative
Agent and the respective Letter of Credit Issuer) and (B) in the case of
Trade Letters of Credit, the date which occurs 180 days after such Trade
Letter of Credit's date of issuance and (y) the third Business Day
preceding the Final Maturity Date;

(iii)   each Standby Letter of Credit shall be denominated in Dollars;

(iv)   each Trade Letter of Credit shall be denominated in Dollars or
an Approved Alternate Currency, provided that no Trade Letter of Credit
--------                               
denominated in an Approved Alternate Currency shall be issued by any Letter
of Credit Issuer if the Stated Amount of such Trade Letter of Credit, when
added to the Letter of Credit Outstandings at such time in respect of Trade
Letters of Credit denominated in Approved Alternate Currencies, would
exceed $5,000,000;

(v)   no Standby Letter of Credit shall have a Stated Amount of less
than $100,000 unless otherwise agreed to by the respective Letter of Credit
Issuer;

(vi)   no Trade Letter of Credit shall have a Stated Amount of less
than $10,000 unless otherwise agreed to by the respective Letter of Credit
Issuer;

(vii)   no Letter of Credit shall be issued by any Letter of Credit
Issuer after it has received a written notice from the Borrower, the
Administrative Agent or the Required Banks stating that a Default or Event
of Default has occurred and is continuing until such time as such Letter of
Credit Issuer shall have received a written notice of (x) rescission of
such notice from the party or parties originally delivering such notice or
(y) the waiver of such Default or Event of Default by the Required Banks;
and

-12-

(viii)    no Letter of Credit shall be issued in support of any 
obligation of any Permitted Joint Venture the Stated Amount of which, when
added to the sum of (x) the Joint Venture Letter of Credit Outstandings at
such time and (y) the aggregate outstanding principal amount of all Joint
Venture Investments, would exceed $30,000,000.

In connection with the issuance of any Letter of Credit, the respective Letter
of Credit Issuer may request from the Administrative Agent (x) a determination
in accordance with Section 12.07(c)(y) as to the Stated Amount of any Letter of
Credit and of the principal amount of Unpaid Drawings, in each case to the
extent denominated in a currency other than Dollars, (y) the Letter of Credit
Outstandings at such time with respect to Letters of Credit issued by all other
Letter of Credit Issuers and (z) the aggregate principal amount of outstanding
Loans at such time, and such Letter of Credit Issuer shall be entitled to rely
on such information provided by the Administrative Agent.

2.02  Letter of Credit Participations. (a)  Immediately upon the
-------------------------------                            
issuance by a Letter of Credit Issuer of any Letter of Credit, the respective
Letter of Credit Issuer shall be deemed to have sold and transferred to each
other Bank (each such other Bank, in its capacity under this Section 2.02, a
"Participating Bank"), and each such Participating Bank shall be deemed
irrevocably and unconditionally to have purchased and received from such Letter
of Credit Issuer, without recourse or warranty, an undivided interest and
participation, to the extent of such Participating Bank's Percentage, in such
Letter of Credit, each substitute letter of credit, each drawing made thereunder
and the obligations of the Borrower under this Agreement with respect thereto,
and any security therefor or guaranty pertaining thereto (although L/C Fees will
be paid directly to the Administrative Agent for the ratable account of the
Participating Banks as provided in Section 3.01(b) and the Participating Banks
shall have no right to receive any portion of any L/C Facing Fees). Upon any
change in the Commitments of the Banks pursuant to Section 12.04, it is hereby
agreed that, with respect to all outstanding Letters of Credit and Unpaid
Drawings, there shall be an automatic adjustment to the participations pursuant
to this Section 2.02 to reflect the new Percentages of the assignor and assignee
Banks.

(b)  In determining whether to pay under any Letter of Credit, the
respective Letter of Credit Issuer issuing same shall have no obligation
relative to any other Bank other than to confirm that any documents required to
be delivered under such Letter of Credit have been delivered and that they
appear to comply on their face with the requirements of such Letter of Credit.
Any action taken or omitted to be taken by a Letter of Credit Issuer under or in
connection with any Letter of Credit issued by it if taken or omitted in the
absence of gross negligence or willful misconduct, shall not create for such
Letter of Credit Issuer any resulting liability to the Borrower or any Bank.

(c)  In the event that a Letter of Credit Issuer makes any payment
under any Letter of Credit issued by it and the Borrower shall not have
reimbursed such amount in full

-13-

to such Letter of Credit Issuer pursuant to Section 2.04(a), such Letter of
Credit Issuer shall promptly notify the Administrative Agent and after receipt
of such notice, the Administrative Agent will notify each Participating Bank of
such failure, and each Participating Bank shall promptly and unconditionally pay
to the Administrative Agent for the account of such Letter of Credit Issuer, the
amount of such Participating Bank's Percentage of such unreimbursed payment in
lawful money of the United States of America and in same day funds; provided,
--------  
however, that no Participating Bank shall be obligated to pay to the 
- -------                            
Administrative Agent for the account of such Letter of Credit Issuer its
Percentage of such unreimbursed amount for any wrongful payment made by such
Letter of Credit Issuer under a Letter of Credit as a result of acts or
omissions constituting willful misconduct or gross negligence on the part of
such Letter of Credit Issuer. If the Administrative Agent so notifies, prior to
11:00 A.M. (New York time) on any Business Day, any Participating Bank required
to fund a payment under a Letter of Credit, such Participating Bank shall make
available to the Administrative Agent for the account of such Letter of Credit
Issuer such Participating Bank's Percentage of the amount of such payment on
such Business Day in same day funds. If and to the extent such Participating
Bank shall not have so made its Percentage of the amount of such payment
available to the Administrative Agent for the account of such Letter of Credit
Issuer, such Participating Bank agrees to pay to the Administrative Agent for
the account of such Letter of Credit Issuer, forthwith on demand, such amount,
together with interest thereon, for each day from such date until the date such
amount is paid to the Administrative Agent for the account of such Letter of
Credit Issuer at the overnight Federal Funds Rate. The failure of any
Participating Bank to make available to the Administrative Agent for the account
of the respective Letter of Credit Issuer its Percentage of any payment under
any Letter of Credit shall not relieve any other Participating Bank of its
obligation hereunder to make available to the Administrative Agent for the
account of such Letter of Credit Issuer its Percentage of any payment under any
Letter of Credit on the date required, as specified above, but no Participating
Bank shall be responsible for the failure of any other Participating Bank to
make available to the Administrative Agent, such other Participating Bank's
Percentage of any such payment.

(d)  Whenever a Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such Letter of Credit Issuer any payments from the Participating
Banks pursuant to clause (c) above, such Letter of Credit Issuer shall pay to
the Administrative Agent and the Administrative Agent shall promptly pay to each
Participating Bank which has paid its Percentage thereof, in Dollars and in same
day funds, an amount equal to such Participating Bank's share (based upon the
proportionate aggregate amount originally funded by such Participating Bank to
the aggregate amount funded by all Participating Banks) of the principal amount
of such reimbursement and of interest reimbursed thereon accruing from and after
the date of the purchase of the respective participations.

(e)  The obligations of the Participating Banks to make payments to
the Administrative Agent for the account of any Letter of Credit Issuer with
respect to Letters of Credit shall be irrevocable and not subject to
counterclaim, set-off or other defense or any other

-14-

qualification or exception whatsoever and shall be made in accordance with the
terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:

(i)   any lack of validity or enforceability of this Agreement or any
of the other Credit Documents;

(ii)  the existence of any claim, set-off, defense or other right
which the Borrower, any of its Subsidiaries or any Permitted Joint Venture
may have at any time against a beneficiary named in a Letter of Credit, any
transferee of any Letter of Credit (or any Person for whom any such
transferee may be acting), the Administrative Agent, any Co-Agent, any
Letter of Credit Issuer, any Bank, or any other Person, whether in
connection with this Agreement, any Letter of Credit, the transactions
contemplated herein (including the Transaction) or any unrelated
transactions (including any underlying transaction between the Borrower,
any of its Subsidiaries or any Permitted Joint Venture and the beneficiary
named in any such Letter of Credit);

(iii) any draft, certificate or any other document presented under any
Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any re spector any statement therein being untrue or inaccurate in any
respect;

(iv)  the surrender or impairment of any security for the performance
or observance of any of the terms of any of the Credit Documents; or

(v)   the occurrence of any Default or Event of Default.

2.03  Letter of Credit Requests; Notices of Issuance. (a)  Whenever
----------------------------------------------                
it desires that a Letter of Credit be issued, the Borrower shall give the
Administrative Agent and the respective Letter of Credit Issuer written notice
(including by way of telecopier) thereof prior to 1:00 P.M. (New York time) at
least three Business Days (or such shorter period as may be acceptable to such
Letter of Credit Issuer) prior to the proposed date (which shall be a Business
Day) of issuance (each a "Letter of Credit Request"), which Letter of Credit
Request shall include an application for the Letter of Credit and any other
documents that such Letter of Credit Issuer customarily requires in connection
therewith. The Administrative Agent shall promptly notify each Bank of each
Letter of Credit Request.

(b)  The delivery of each Letter of Credit Request shall be deemed a
representation and warranty by the Borrower that such Letter of Credit as
requested in such Letter of Credit Request may be issued in accordance with and
will not violate the requirements of Section 2.01(b). Each Letter of Credit
Issuer shall, on the date of each issuance of a Letter of Credit by it, give the
Administrative Agent, each Bank and the Borrower written notice of the issuance
of such Letter of Credit, accompanied by a copy to the Administrative Agent of
the Letter of Credit or Letters of Credit issued by it.

-15-

2.04  Agreement to Repay Letter of Credit Drawings. (a)  The Borrower
--------------------------------------------                    
hereby agrees to reimburse each respective Letter of Credit Issuer, by making
payment to the Administrative Agent for the account of such Letter of Credit
Issuer in Dollars in immediately available funds at the Payment Office, for any
payment or disbursement made by such Letter of Credit Issuer under any Letter of
Credit issued by it (each such amount so paid or disbursed until reimbursed, an
"Unpaid Drawing") immediately after, and in any event on the date of, notice
from such Letter of Credit Issuer of such payment or disbursement with interest
on the amount so paid or disbursed by such Letter of Credit Issuer, to the
extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such
payment or disbursement, from and including the date paid or disbursed to but
not including the date such Letter of Credit Issuer is reimbursed therefor at a
rate per annum which shall be the Base Rate as in effect from time to time (plus
an additional 2% per annum if not reimbursed by the third Business Day after
the date of notice of such payment or disbursement), such interest to be payable
on demand.

(b)  The Borrower's obligation under this Section 2.04 to reimburse
each respective Letter of Credit Issuer with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the Borrower, any of its Subsidiaries or any Permitted
Joint Venture may have or have had against such Letter of Credit Issuer, the
Administrative Agent, any Co-Agent or any Bank, including, without limitation,
any defense based upon the failure of any drawing under a Letter of Credit to
conform to the terms of the Letter of Credit or any non-application or
misapplication by the beneficiary of the proceeds of such drawing or any
amendment or waiver or any consent to or departure from a Letter of Credit or
any other circumstance whatsoever in making or failing to make payment under a
Letter of Credit; provided, however, that the Borrower shall not be obligated to
--------  -------                                             
reimburse a Letter of Credit Issuer for any wrongful payment made by such Letter
of Credit Issuer under a Letter of Credit as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of such Letter
of Credit Issuer.

2.05  Increased Costs.  If at any time after the Effective Date, the
---------------                                               
adoption or effectiveness of any applicable law, rule or regulation, or any
change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or actual compliance by any Letter of
Credit Issuer or any Participating Bank with any request or directive (whether
or not having the force of law) by any such authority, central bank or
comparable agency shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by any Letter of Credit Issuer or any Participating Bank's
participation therein, or (ii) impose on any Letter of Credit Issuer or any
Participating Bank any other conditions affecting this Agreement, any Letter of
Credit or any Participating Bank's participation therein; and the result of any
of the foregoing is to increase the cost to any such Letter of Credit Issuer or
any such Participating Bank of issuing, maintaining or participating in any
Letter of Credit, or to reduce the amount of any sum received or receivable by
any such Letter of Credit Issuer or such Participating Bank here-

-16-

under, then, upon demand to the Borrower by such Letter of Credit Issuer or such
Participating Bank (a copy of which notice shall be sent by such Letter of
Credit Issuer or such Participating Bank to the Administrative Agent), the
Borrower shall, subject to Section 1.14 (to the extent applicable), pay to such
Letter of Credit Issuer or such Participating Bank such additional amount or
amounts as will compensate such Letter of Credit Issuer or such Participating
Bank for such increased costs or reduction. A certificate shall be submitted to
the Borrower by a Letter of Credit Issuer or such Participating Bank, as the
case may be (a copy of which certificate shall be sent by such Letter of Credit
Issuer or such Participating Bank to the Administrative Agent), setting forth
the basis for the determination of such additional amount or amounts necessary
to compensate such Letter of Credit Issuer or such Participating Bank as
aforesaid, although the failure to deliver any such certificate shall not
release or diminish any of the Borrower's obligations to pay additional amounts
pursuant to this Section 2.05.

2.06  Indemnification.  In addition to its other obligations under
---------------                                             
this Section 2, the Borrower hereby agrees to protect, indemnify and hold
harmless each Letter of Credit Issuer (and their respective officers, directors,
employees, representatives and agents) from and against any and all claims,
damages, losses, liabilities, costs and expenses (including reasonable
attorneys' fees) whatsoever which may be incurred by such Letter of Credit
Issuer (or which may be claimed against such Letter of Credit Issuer by any
Person whatsoever) by reason of or in connection with (i) the issuance or a
transfer of, or payment or failure to pay under, any Letter of Credit issued by
such Letter of Credit Issuer and (ii) involvement of such Letter of Credit
Issuer in any suit, investigation, proceeding, inquiry or action as a
consequence, direct or indirect, of such Letter of Credit Issuer's issuance of a
Letter of Credit or any other event or transaction related thereto; provided,
-------- 
however, that the Borrower shall not be required to indemnify any Letter of
- -------                                                                    
Credit Issuer for any claims, damages, losses, liabilities, costs or expenses to
the extent, but only to the extent, caused by the willful misconduct or gross
negligence of such Letter of Credit Issuer.

SECTION 3.  Fees: Commitments.
----------------- 

3.01  Fees. (a)  The Borrower agrees to pay to the Administrative
----                                                        
Agent a commitment commission ("Commitment Commission") for the account of each
Bank for the period from and including the Effective Date to but not including
the date the Total Commitment has been terminated, computed at a rate for each
day equal to the Applicable Commitment Commission Percentage on the daily
average of such Bank's Aggregate Unutilized Commitment. Accrued Commitment
Commission shall be due and payable in arrears on the Initial Borrowing Date
and, thereafter, quarterly in arrears on the last Business Day of each calendar
quarter and on the date upon which the Total Commitment is terminated.

(b)  The Borrower agrees to pay to the Administrative Agent for the
account of the Banks pro rata on the basis of their respective Percentages, a
--- ----                                                
fee in respect of each Letter of Credit (the "L/C Fee") in an amount equal to
the Applicable Margin on the average daily Stated Amount of such Letter of
Credit. Accrued L/C Fees shall be due and payable 

-17-

quarterly in arrears on the last Business Day of each calendar quarter and on
the date upon which the Total Commitment is terminated.

(c)  The Borrower agrees to pay to the Administrative Agent for the
account of each respective Letter of Credit Issuer a fee in respect of each
Letter of Credit issued by such Letter of Credit Issuer (the "L/C Facing Fee")
computed at the rate of 1/4 of 1% per annum on the average daily Stated Amount
of such Letter of Credit. Accrued L/C Facing Fees shall be due and payable
quarterly in arrears on the last Business Day of each calendar quarter and on
the date upon which the Total Commitment is terminated.

(d)  The Borrower hereby agrees to pay to each respective Letter of
Credit Issuer upon each issuance of, drawing under and/or amendment of, a Letter
of Credit issued by it such amount as shall at the time of such issuance,
drawing and/or amendment equal the administrative charge which such Letter of
Credit Issuer is customarily charging at such time for issuances of, drawings
under and/or amendments of letters of credit issued by it.

(e)  The Borrower shall pay to the Administrative Agent (x) on the
Initial Borrowing Date for its own account and/or for distribution to the Co-
Agents and/or the Banks such fees as heretofore agreed in writing by the
Borrower and the Administrative Agent and (y) for the account of the
Administrative Agent, such other fees as may be agreed to in writing from time
to time between the Borrower and the Administrative Agent, when and as due.

(f)  All computations of Fees shall be made in accordance with Section
12.07.

3.02  Voluntary Reduction of Commitments.  Upon at least three
----------------------------------                      
Business Days' prior written notice (or telephonic notice confirmed in writing)
to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Banks), the Borrower
shall have the right, without premium or penalty, to terminate, in part or in
whole, the Total Unutilized Commitment; provided that (x) any such termination
--------                              
shall apply to proportionately and permanently reduce the Commitment of each of
the Banks, (y) any partial reduction pursuant to this sentence shall be in the
amount of at least $5,000,000 and (z) each reduction to the Total Commitment
pursuant to this Section 3.02 shall reduce the then remaining Scheduled
Commitment Reductions in direct chronological order.

3.03  Mandatory Adjustments of Commitments.  (a)  The Total Commitment
------------------------------------                            
(and the Commitment of each Bank) shall terminate on the earlier of (x) the date
on which a Change of Control occurs and (y) the Final Maturity Date.

(b)  Subject to Section 3.02, the Total Commitment shall be
permanently reduced on each date set forth below (provided that if any date set
forth below is not a Business Day then the permanent reduction shall occur on
the first Business Day immediately succeeding such date set forth below) (each a
"Scheduled Commitment Reduction Date"), in the amount 

-18-

set forth below opposite such date (each such reduction, as such reduction may
have been reduced pursuant to Section 3.02, a "Scheduled Commitment Reduction"):

Scheduled Commitment
Reduction Date                                 Amount
--------------------                              ------

August 1, 1998                                  $20,000,000
August 1, 1999                                  $25,000,000

(c)  Each partial reduction of the Total Commitment pursuant to this
Section 3.03 shall apply proportionately to the Commitment of each Bank.

SECTION 4.  Payments.
-------- 

4.01  Voluntary Prepayments.  The Borrower shall have the right to
---------------------                                       
prepay Loans in whole or in part, without penalty or fee except as otherwise
provided in this Agreement, at any time and from time to time on the following
terms and conditions: (i) the Borrower shall give the Administrative Agent at
the Notice Office written notice (or telephonic notice promptly confirmed in
writing) (each such notice, a "Notice of Prepayment") of its intent to prepay
the Loans, the amount of such prepayment and (in the case of Eurodollar Loans)
the specific Borrowing(s) pursuant to which such Eurodollar Loans were made,
which Notice of Prepayment shall be substantially in the form of Exhibit A-2 and
shall be given by the Borrower prior to 12:00 Noon (New York time) at least
three Business Days prior to the date of such prepayment, which Notice of
Prepayment shall promptly be transmitted by the Administrative Agent to each of
the Banks; (ii) each partial prepayment of any Borrowing of Base Rate Loans
shall be in an aggregate principal amount of at least $1,000,000 and of any
Borrowing of Eurodollar Loans shall be in an aggregate principal amount of at
least $5,000,000, provided that no partial prepayment of Eurodollar Loans shall
--------                                                     
reduce the aggregate principal amount of Eurodollar Loans outstanding pursuant
to a Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto; (iii) each prepayment in respect of any Loans made pursuant to a
Borrowing shall be applied pro rata among such Loans; and (iv) Eurodollar Loans
--- ----                                            
may be designated for pre payment pursuant to this Section 4.01 only on the last
day of the Interest Period applicable thereto.

4.02  Mandatory Prepayments.
--------------------- 

(A)  Requirements:
------------ 

(a)  If on any date the sum of (x) the aggregate outstanding principal
amount of Loans (after giving effect to all other repayments thereof on such
date) plus (y) the Letter

-19-

of Credit Outstandings on such date, exceeds the Total Commitment as then in
effect, the Borrower shall repay on such date the principal of Loans in an
aggregate amount equal to such excess. If, after giving effect to the prepayment
of all outstanding Loans, the aggregate amount of Letter of Credit Outstandings
exceeds the Total Commitment then in effect, the Borrower shall pay to the
Administrative Agent an amount in cash and/or Cash Equivalents (satisfactory to
the Administrative Agent) equal to such excess (up to a maximum amount equal to
the Letter of Credit Outstandings at such time) and the Administrative Agent
shall hold such payment as security for the Obligations of the Borrower in a
cash collateral account created pursuant to an agreement to be entered into in
form and substance satisfactory to the Administrative Agent (which shall permit
certain investments in Cash Equivalents satisfactory to the Administrative
Agent, until the proceeds are applied to the Obligations) (a "Cash Collateral
Account").

(b)  Subject to and in accordance with Section 4.02(B), on or prior to
the third Business Day after the date of receipt by the Borrower and/or any of
its Subsidiaries of the Cash Proceeds of any Asset Sale, an amount equal to 75%
of the Net Cash Proceeds of such Asset Sale shall be applied to the prepayment
of the outstanding principal amount of the Loans, provided that to the extent no
--------                      
Default or Event of Default then exists, such Net Cash Proceeds shall not be
required to be so applied if the Borrower has delivered a Reinvestment Notice to
the Administrative Agent on or prior to the third Business Day after the date of
receipt of such Cash Proceeds to the extent of the Anticipated Reinvestment
Amount specified in such Reinvestment Notice.

(c)  Subject to and in accordance with Section 4.02(B), on or prior to
the third Business Day after the date of the receipt by the Borrower and/or any
of its Subsidiaries of proceeds from the issuance, after the Initial Borrowing
Date, of equity (other than (x) issuances of Common Stock to employees, officers
and directors of the Borrower and its Subsidiaries pursuant to the Stock Option
Plans and (y) the sale or issuance of capital stock of AMETEK Hong Kong to the
extent permitted and not required to be so applied pursuant to Section 8.01(j)
as such Section is in effect on the Effective Date), an amount equal to 50% of
the Net Equity Issuance Proceeds of any such issuance shall be applied to the
prepayment of the outstanding principal amount of Loans.

(d)  Subject to and in accordance with Section 4.02(B), on or prior to
the third Business Day after the date of the receipt thereof by the Borrower
and/or any of its Subsidiaries of a Pension Plan Refund, an amount equal to 75%
of such Pension Plan Refund shall be applied to the prepayment of the
outstanding principal amount of Loans, provided that to the extent no Default or
--------                                 
Event of Default then exists, any such Pension Plan Refund shall not be required
to be so applied if the Borrower has delivered a Reinvestment Notice to the
Administrative Agent on or prior to the third Business Day after the date of
receipt of such Pension Plan Refund to the extent of the Anticipated
Reinvestment Amount specified in such Reinvestment Notice.

-20-

(e)  Subject to and in accordance with Section 4.02(B), on or prior to
the third Business Day after the date of receipt thereof by the Borrower and/or
any of its Subsidiaries of any Insurance Proceeds from any Recovery Event, the
Net Insurance Proceeds of which are in excess of $500,000 (it being understood
that if such amount exceeds $500,000, then the entire amount and not just the
portion in excess of $500,000 shall be subject to mandatory prepayment as
provided in this Section 4.02(A)(e)), an amount equal to 75% of the Net
Insurance Proceeds from such Recovery Event shall be applied to the prepayment
of the outstanding principal amount of Loans, provided that to the extent no
--------                      
Default or Event of Default then exists, any such Net Insurance Proceeds shall
not be required to be so applied if the Borrower has delivered a Reinvestment
Notice to the Administrative Agent on or prior to the third Business Day after
the date of receipt of such Insurance Proceeds to the extent of the Anticipated
Reinvestment Amount specified in such Reinvestment Notice.

(f)  Subject to and in accordance with Section 4.02(B), on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment
Amount with respect to the applicable Reinvestment Event shall be applied to the
prepayment of the outstanding principal amount of Loans.

(B)  Application:
----------- 

(a)  Each mandatory repayment of Loans made pursuant to Sections
4.02(A)(b) through (f), inclusive, shall be applied: (i) first, to prepay the
-----               
principal of outstanding Loans, and (ii) second, to cash collateralize Letter of
------                                 
Credit Outstandings in a Cash Collateral Account.

(b)  With respect to each repayment of Loans required by Section
4.02(A), the Borrower may designate the Types of Loans which are to be prepaid
and the specific Borrowing(s) pursuant to which made, provided that (i)
--------         
Eurodollar Loans may be designated for repayment pursuant to this Section
4.02(B) only on the last day of an Interest Period applicable thereto unless all
Eurodollar Loans with Interest Periods ending on such date of required repayment
and all Base Rate Loans have been paid in full; (ii) each repayment of any
Loans made pursuant to a Borrowing shall be applied pro rata among such Loans;
--- ----                  
and (iii) if any repayment of Eurodollar Loans made pursuant to a single
Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to
an amount less than the Minimum Borrowing Amount for such Eurodollar Loans, such
Borrowing shall be immediately converted into Base Rate Loans. 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 with a view, but no obligation, to minimize breakage costs owing
under Section 1.11.

(C)  Notwithstanding anything to the contrary contained elsewhere in
this Agreement, all then outstanding Loans shall be prepaid in full on the Final
Maturity Date.

-21-

4.03  Method and Place of Payment.  Except as otherwise specifically
---------------------------                                   
pro vided herein, all payments under this Agreement shall be made to the
Administrative Agent for the ratable account of the Banks entitled thereto, not
later than 1:00 P.M. (New York time) on the date when due and shall be made in
immediately available funds and in lawful money of the United States of America
at the Payment Office. Any payments under this Agreement which are made later
than 1:00 P.M. (New York time) shall be deemed to have been made on the next
succeeding Business Day. Whenever any payment to be made here under 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 during such extension at the
applicable rate in effect immediately prior to such extension.

4.04  Net Payments. (a)  All payments made by the Borrower hereunder,
------------                                                    
under any Note or under any other Credit Document will be made without setoff,
counter claim or other defense. Except as provided for in Section 4.04(b), 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 in the second succeeding sentence,
any tax imposed on or measured by the net income of a Bank pursuant to the laws
of the jurisdiction in which the principal office or applicable lending office
of such Bank is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in 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"). If any Taxes are so
levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and
such additional amounts as may be necessary so that every payment of all amounts
due hereunder, under any Note or under any other Credit Document, after
withholding or deduction for or on account of any Taxes, will not be less than
the amount provided for herein, in such Note or in such other Credit Document.
If any amounts are payable in respect of Taxes pursuant to the preceding
sentence, then the Borrower agrees to 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 in which the principal office or
applicable lending office of such Bank is located or under the laws of any
political subdivision or taxing authority of any such jurisdiction in which the
principal office or applicable lending office of such Bank is located and for
any withholding of income or similar taxes imposed by the United States of
America as such Bank shall determine are pay able by, or withheld from, such
Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to
the preceding sentence and in respect of any amounts paid to or on behalf of
such Bank pursuant to this sentence. The Borrower will furnish to the
Administrative Agent within 45 days after the date the payment of any Taxes, or
any withholding or deduction on account thereof, is due pursuant to applicable
law, certified copies of tax receipts evidencing such payment by the Borrower.
The Borrower will indemnify and hold harmless the Administrative Agent, each Co-
Agent, and each Bank, and reimburse the Administrative Agent, such Co-Agent or
such Bank upon its written request, for the amount of any Taxes so 

-22-

levied or imposed and paid or withheld by the Administrative Agent, such Co-
Agent or such Bank.

(b)  Each Bank which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes
agrees (i) to provide to the Borrower and the Administrative Agent on or prior
to the Initial Borrowing Date (it being understood and agreed that the providing
of such forms in connection with the Existing Credit Agreement shall be
satisfactory for purposes of this Section 4.04(b)) two original signed copies of
Internal Revenue Service Form 4224 or Form 1001 certifying to such Bank's
entitlement to an exemption from United States withholding tax with respect to
payments to be made under this Agreement and under any Note and (ii) that, to
the extent legally entitled to do so, (x) with respect to a Bank that is an
assignee or transferee of an interest under this Agreement pursuant to Section
12.04(b)(y) (unless the respective Bank was already a Bank hereunder immediately
prior to such assignment or transfer), upon the date of such assignment or
transfer to such Bank, and (y) with respect to any Bank which is not a United
States person (as such term is defined in Section 7701(a)(30) of the Code) for
U.S. Federal income tax purposes (including, without limitation, any assignee or
transferee), from time to time, upon the reasonable request by the Borrower or
the Administrative Agent after the Initial Borrowing Date, such Bank will
provide to each of the Borrower and the Administrative Agent two original signed
copies of Internal Revenue Service Form 4224 or Form 1001 (or any successor
forms) certifying to such Bank's entitlement to an exemption from United States
withholding tax with respect to payments to be made under this Agreement and
under any Note. Notwithstanding anything to the contrary contained in Section
4.04(a), but subject to the immediately succeeding sentence, the Borrower shall
be entitled, to the extent it is required to do so by law, to deduct or withhold
income or other similar taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other
amounts payable hereunder (without any obligation to pay the respective Bank
additional amounts with respect thereto) for the account of any Bank which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income tax purposes and which has not provided to
the Borrower such forms required to be provided to the Borrower by a Bank
pursuant to the first sentence of this Section 4.04(b); provided that if the
--------            
Borrower shall so deduct or withhold any such taxes, it shall provide a
statement to the Administrative Agent and such Bank, setting forth the amount of
such taxes so deducted or withheld, the applicable rate and any other
information or documentation which such Bank may reasonably request for
assisting such Bank in obtaining any allowable credits or deductions for the
taxes so deducted or withheld in the jurisdiction or jurisdictions in which such
Bank is subject to tax. Notwithstanding anything to the contrary contained in
the preceding sentence and except as set forth in Section 12.04(b), the Borrower
agrees to indemnify each Bank in the manner set forth in Section 4.04(a) in
respect of any amounts deducted or withheld by it as described in the previous
sentence as a result of any changes after the Effective Date in any applicable
law, treaty, governmental rule, regulation, guideline or order, or in the
interpretation thereof, relating to the deducting or withholding of income or
similar Taxes.

-23-

SECTION 5.  Conditions Precedent.
-------------------- 

5.01  Conditions Precedent to Initial Borrowing Date.  The obligation
----------------------------------------------                 
of each Bank to make any Loans and the obligation of each Letter of Credit
Issuer to issue Letters of Credit, on the Initial Borrowing Date, is subject to
the satisfaction of the following conditions at such time:

(a)  Effectiveness; Notes.  On or prior to the Initial Borrowing Date
--------------------                                            
(i) the Effective Date shall have occurred as provided in Section 12.10 and
(ii) there shall have been delivered to the Administrative Agent for the
account of each Bank the appropriate Note executed by the Borrower, in the
amount, maturity and as otherwise provided herein.

(b)  Officer's Certificate.  On the Initial Borrowing Date, the
---------------------                                     
Administrative Agent shall have received from the Borrower a certificate
dated the Initial Borrowing Date signed on behalf of the Borrower by its
Chief Financial Officer or any other Authorized Officer stating that all
the conditions in Sections 5.01(e), (f), (k) and (l) and 5.02(a) have been
satisfied on such date with respect to all Credit Parties.

(c)  Corporate Documents; Proceedings; Officers' Certificates.  (i)  
--------------------------------------------------------  
On the Initial Borrowing Date, the Administrative Agent shall have received
from each Credit Party a certificate, dated the Initial Borrowing Date, of
such Credit Party signed by an Authorized Officer of such Credit Party,
substantially in the form of Exhibit C with appropriate insertions,
together with copies of the Certificate of Incorporation and By-Laws of
such Credit Party and the resolutions of such Credit Party referred to in
such certificate and the foregoing shall be satisfactory to the
Administrative Agent.

(ii)  On the Initial Borrowing Date, all corporate and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement, the other Credit Documents and
the Transaction Documents shall be satisfactory in form and substance to
the Administrative Agent, and the Administrative Agent shall have received
all information and copies of all certificates, documents and papers,
including good standing certificates and any other records of corporate
proceedings and governmental approvals, if any, which the Administrative
Agent may have requested in connection therewith, such documents and
papers where appropriate to be certified by proper corporate or
governmental authorities.

(iii) On the Initial Borrowing Date, the ownership and capital
structure (including, without limitation, the terms of any capital stock,
options, warrants or other securities issued by the Borrower or any of its
Subsidiaries) of the Borrower and its Subsidiaries shall be in form and
substance reasonably satisfactory to the Administrative Agent and the
Required Banks.

-24-

(d)  Opinions of Counsel.  On the Initial Borrowing Date, the
-------------------                                     
Administrative Agent shall have received an opinion, addressed to each of
the Banks and dated the Initial Borrowing Date, from (i) Stroock & Stroock
& Lavan, counsel to the Credit Parties, substantially in the form of
Exhibit D-1 hereto, which opinion shall cover such other matters incident
to the transactions contemplated herein as the Administrative Agent may
reasonably request and (ii) White & Case, special counsel to the Banks,
substantially in the form of Exhibit D-2 hereto.

(e)  Existing Credit Agreement.  (i)  On or prior to the Initial
-------------------------                                  
Borrowing Date, the total commitments under the Existing Credit Agreement
shall have been terminated, all loans thereunder shall have been repaid in
cash in full, together with all accrued and unpaid interest thereon; all of
the obligations of each "Participating Bank" (as defined in the Existing
Credit Agreement) with respect to any letters of credit issued under the
Existing Credit Agreement shall have been terminated with out any such
Participating Banks making any payments in respect thereof; and all other
costs, fees, commitment commission, expenses and other amounts owing
pursuant to the Existing Credit Agreement shall have been paid in cash in
full, regardless of whether or not such amounts would otherwise be due and
payable at such time pursuant to the terms of the Existing Credit
Agreement. The Existing Credit Agreement shall have been terminated and
shall be of no further force and effect (except as specifically provided
therein) and all Notes (as defined in the Existing Credit Agreement) issued
by the Borrower under the Existing Credit Agreement shall be deemed
cancelled.

(ii)  On or prior to the Initial Borrowing Date, all security
interests in and liens on the capital stock of, and assets (including
intercompany notes) owned by, the Borrower and its Subsidiaries shall have
been terminated and released, or arrangements satisfactory to the
Administrative Agent shall have been made for the termination and release
of such security interests, and the Administrative Agent shall have
received or reviewed all such releases as may have been requested by the
Administrative Agent, which releases shall be in form and substance
satisfactory to the Administrative Agent.

(iii) On the Initial Borrowing Date and after giving effect to the
Refinancing and the Loans incurred on the Initial Borrowing Date neither
the Borrower nor any of its Subsidiaries shall have any Indebtedness or
preferred stock outstanding except for the Loans and the Permitted Existing
Indebtedness. All of the Permitted Existing Indebtedness shall remain
outstanding after the Refinancing and the other transactions contemplated
hereby without any default or events of default existing thereunder or
arising as a result of the Transaction and the other transactions
contemplated hereby (except to the extent amended or waived by the parties
thereto on terms and conditions satisfactory to the Administrative Agent
and the Required Banks), and there shall not be any amendments or
modifications to the Permitted Existing Indebtedness Agreements other than
as requested or approved by the Administrative Agent or the 

-25-

Required Banks. The Administrative Agent and the Required Banks shall be
satisfied with the amount of and the terms and conditions of all Permitted
Existing Indebtedness.

(iv)  On or prior to the Initial Borrowing Date, the Administrative
Agent shall have received copies, certified as true and correct by an
appropriate officer of the Borrower of all Refinancing Documents, which
Refinancing Documents shall have been duly authorized, executed and
delivered by the parties thereto and shall be in full force and effect, and
the terms and conditions of each of the Refinancing Documents shall be in
form and substance satisfactory to the Administrative Agent and the
Required Banks. The Administrative Agent shall have received evidence in
form, scope and substance satisfactory to the Administrative Agent
(including, without limitation, opinions of counsel) that the matters set
forth in this Section 5.01(e) have been satisfied on such date.

(f)  Approvals.  On the Initial Borrowing Date, all necessary 
---------                                                      
governmental and third party approvals (including, without limitation, the
approval of the shareholders of the Borrower and its Subsidiaries to the
extent required) required in connection with the Transaction and the other
transactions contemplated by this Agreement and the other Documents and
otherwise referred to herein or therein shall have been obtained and remain
in effect, and all applicable waiting periods shall have expired without
any action being taken by any competent authority which restrains, prevents
or imposes, in the reasonable judgment of the Required Banks or the
Administrative Agent, materially adverse conditions upon the consummation
of the Transaction or the other transactions contemplated by the respective
Documents.

(g)  Subsidiary Guaranty.  On the Initial Borrowing Date, each
-------------------                                      
Subsidiary Guarantor shall have duly authorized, executed and delivered a
Guaranty in the form of Exhibit E (as modified, supplemented or amended
from time to time in accordance with the terms hereof and thereof, the
"Subsidiary Guaranty"), and the Subsidiary Guaranty shall be in full force
and effect.

(h)  Insurance Policies.  On the Initial Borrowing Date, the
------------------                                     
Administrative Agent shall have received evidence (including, without
limitation, certificates with respect to each insurance policy listed on
Schedule III) of insurance complying with the requirements of Section 7.09
for the business and properties of the Borrower and its Subsidiaries, in
form and substance reasonably satisfactory to the Administrative Agent and
the Required Banks and, with respect to all casualty insurance, naming the
Administrative Agent on behalf of the Creditors, as loss payee, as its
interests may appear, and with respect to all liability policies, naming
the Administrative Agent, the Co-Agents and each Bank as an additional
insured, and in all cases stating that such insurance shall not be
cancelled or materially revised without at least 30 days' prior written
notice by the insurer to the Administrative Agent.

-26-

(i)  Plans; etc.  On or prior to the Initial Borrowing Date, there
-----------                                                  
shall have been made available to the Administrative Agent and its counsel
copies (which copies may be made available to the Banks), certified as true
and correct by the Borrower in a certificate signed by an Authorized
Officer of the Borrower, of (a) any Plans, and for each such Plan (x) that
is a "single-employer plan" (as defined in Section 4001(a)(15) of ERISA)
the most recently completed actuarial valuation prepared therefor by such
Plan's regular enrolled actuary and the Schedule B, "Actuarial
Information" to the IRS Form 5500 (Annual Report) most recently filed with
the Internal Revenue Service and (y) that is a "multiemployer plan" (as
defined in Section 4001(a)(3) of ERISA), each of the documents referred to
in clause (x) either in the possession of any Credit Party or available on
request from the sponsor or trustees of such Plan, (b) any collective
bargaining agreements or any other similar agreement or arrangements
covering the employees of the Borrower or any of its Subsidiaries
(collectively, the "Collective Bargaining Agreements"), (c) any material
agreements (or the forms thereof) with members of, or with respect to, the
management of the Borrower or any of its Subsidiaries (collectively, the
"Management Agreements"), (d) any material employment agreements entered
into by the Borrower or any of its Subsidiaries with its employees
(collectively, the "Employment Agreements"), (e) all agreements entered
into by the Borrower or any of its Subsidiaries governing the terms and
relative rights of its capital stock and any agreements entered into by
shareholders relating to any such entity with respect to their capital
stock, (collectively, the "Shareholders' Agreements"), (f) all agreements
evidencing or relating to the Permitted Existing Indebtedness
(collectively, the "Permitted Existing Indebtedness Agreements") and (g)
tax sharing, tax allocation and other similar agreements, if any, entered
into by the Borrowing and/or any of its Subsidiaries (collectively, the
"Tax Sharing Agreements"); all of which Plans, Collective Bargaining
Agreements, Management Agreements, Employment Agreements, Share holders'
Agreements, Permitted Existing Indebtedness Agreements and Tax Sharing
Agreements shall be in form and substance reasonably satisfactory to the
Administrative Agent.

(j)  Payment of Fees.  On or prior to the Initial Borrowing Date, all
---------------                                                 
costs, fees and expenses, and all other compensation contemplated by this
Agreement, due to the Administrative Agent, any Co-Agent or the Banks
(including, with out limitation, legal fees and expenses) shall have been
paid by the Borrower to the extent due.

(k)  Adverse Change.  From January 1, 1995 to the Initial Borrowing
--------------                                                
Date, nothing shall have occurred (and neither the Borrower, the Required
Banks, the Administrative Agent nor any Co-Agent shall have become aware of
any facts or conditions not previously known) which the Borrower, the
Required Banks or the Administrative Agent shall determine (i) has, or is
reasonably likely to have, a material adverse effect on the rights or
remedies of the Banks or the Administrative Agent, or on the ability of any
Credit Party to perform its obligations to the Banks or the

-27-

Administrative Agent under this Agreement or any other Credit Document or
(ii) has, or could reasonably be expected to have, a Material Adverse
Effect.

(l)  Litigation.  No litigation by any entity (private or 
----------                                                
governmental) shall be pending or threatened on the Initial Borrowing Date
(a) with respect to this Agreement or any other Credit Document, or (b)
which the Administrative Agent or the Required Banks shall determine could
reasonably be expected to have a Material Adverse Effect.

5.02  Conditions Precedent to All Credit Events. The obligation of
-----------------------------------------                   
each Bank to make any Loans and the obligation of each Letter of Credit Issuer
to issue Letters of Credit (including, without limitation, Loans made and
Letters of Credit issued on the Initial Borrowing Date) is subject, at the time
of each such Credit Event, to the satisfaction of the following conditions at
such time:

(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 or in the other Credit
Documents in effect at such time 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 any representation or warranty is expressly made as of a specific
date, in which case such representation and warranty shall be true and
correct in all material respects as of such date).

(b)  The Administrative Agent shall have received a Notice of
Borrowing with respect to such Borrowing meeting the requirements of
Section 1.03(a) and/or the Administrative Agent and the respective Letter
of Credit Issuer shall have received a Letter of Credit Request for such
issuance of a Letter of Credit meeting the requirements of Section 2.03, as
the case may be.

The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the Borrower to each of the Banks that all of the
applicable conditions specified in Section 5.01 (with respect to the Initial
Borrowing Date only) and in this Section 5.02 are then satisfied. All of the
certificates, legal opinions and other documents and papers referred to in
Section 5.01 and this Section 5.02, unless otherwise specified, shall be
delivered to the Administrative Agent at its Notice Office for the account of
each of the Banks and, except for the Notes, in sufficient counterparts or
copies for each of the Banks and shall be reasonably satisfactory in form and
substance to the Administrative Agent.

SECTION 6.  Representations, Warranties and Agreements.  In order to
------------------------------------------              
induce the Banks to enter into this Agreement and to make the Loans and
participate in Letters of Credit and each Letter of Credit Issuer to issue
Letters of Credit as provided for herein, the Borrower makes the following
representations and warranties to, and agreements with, the

-28-

Banks and each Letter of Credit Issuer, in each case after giving effect to the
Transaction, all of which shall survive the execution and delivery of this
Agreement and the making of the Loans and the issuance of Letters of Credit
(with the occurrence of each Credit Event being deemed to constitute a
representation and warranty that the matters specified in this Section 6 are
true and correct in all material respects on and as of the date of each Credit
Event, except to the extent that any representation or warranty is expressly
made as of a specific date, in which case such representation or warranty shall
be true and correct in all material respects as of such specific date):

6.01  Corporate Status.  (i)  Each of the Borrower and its
----------------                                    
Subsidiaries is a duly incorporated, validly existing corporation and, in the
case of those entities incorporated in the United States, in good standing under
the laws of the jurisdiction of its organization and has the corporate power and
authority to own all property and assets owned by it, to lease all property and
assets held under lease by it and to transact the business in which it is
engaged and presently proposes to engage and (ii) each of the Credit Parties has
duly qualified and is authorized to do business and, with respect to
jurisdictions within the United States, is in good standing in all jurisdictions
where it is required to be so qualified, except where the failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect.

6.02  Corporate Power and Authority.  Each Credit Party has the
-----------------------------                            
corporate power and authority to execute, deliver and carry out the terms and
provisions of the Documents to which it is a party and has taken all necessary
corporate action to authorize the execution, delivery and performance of the
Documents to which it is a party. Each Credit Party has duly executed and
delivered each Document to which it is a party and each such Document
constitutes the legal, valid and binding obligation of such Credit Party enforce
able in accordance with its terms.

6.03  No Violation.  Neither the execution, delivery and performance
------------                                                  
by any Credit Party of the Documents to which it is a party nor compliance with
the terms and provisions thereof, nor the consummation of the transactions
contemplated therein (i) will contravene any applicable provision of any law,
statute, rule, regulation, order, writ, injunction or decree of any court or
governmental instrumentality, (ii) 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 upon any of the property or
assets of any Credit Party pursuant to the terms of any indenture, mortgage,
deed of trust, agreement or other instrument to which any Credit Party is a
party or by which it or any of its property or assets are bound or to which it
may be subject, including without limitation any Permitted Existing Indebtedness
Agreements, or (iii) will violate any provision of the Certificate of
Incorporation or By-Laws of any Credit Party.

6.04  Litigation.  There are no actions, suits or proceedings pending
----------                                                     
or, to the best knowledge of the Borrower, threatened with respect to the
Borrower or any of its Subsidiaries (i) that could reasonably be expected to
have a Material Adverse Effect or (ii) that 

-29-

could have a material adverse effect on the rights or remedies of the
Administrative Agent or the Banks or on the ability of any Credit Party to
perform its obligations to them hereunder and under the other Credit Documents
to which it is, or will be, a party.

6.05  Use of Proceeds.  (a)  The proceeds of Loans shall be utilized
---------------                                               
(i) to finance the Refinancing, (ii) to pay fees and expenses arising in
connection with the Transaction and (iii) for general corporate purposes of the
Borrower and its Subsidiaries, including to effect Permitted Acquisitions and
Common Stock Repurchases and to refinance the Senior Notes and any Permitted
Refinancing Debt, in each case in accordance with the terms and provisions of
this Agreement.

(b)  No part of the proceeds of any Loan will be used to purchase or
carry any Margin Stock or to extend credit for the purpose of purchasing or
carrying any Margin Stock, except proceeds of Loans used in connection with
Common Stock Repurchases to the extent permitted pursuant to the terms of the
Agreement. No more than 25% of the assets of the Borrower and its Subsidiaries
subject on the Initial Borrowing Date to the restrictions set forth in Section
8.01 and/or 8.02 constitute Margin Stock. Neither the making of any Loan
hereunder, nor the use of the proceeds thereof (including effecting Common Stock
Repurchases), will violate the provisions of Regulation G, T, U or X of the
Board of Governors of the Federal Reserve System.

6.06  Governmental Approvals.  No order, consent, approval, license,
----------------------                                        
authorization, or validation of, or filing, recording or registration with
(except as shall have been obtained or made prior to the Initial Borrowing Date
or, with respect to any Common Stock Repurchase or Permitted Senior Note
Repurchase, prior to the date of the consummation of such Common Stock
Repurchase or Permitted Senior Note Repurchase, and are in full force and effect
at such time), or exemption by, any foreign or domestic governmental body or
authority, or any subdivision thereof, is required to authorize or is required
in connection with (i) the execution, delivery and performance of any Document
or (ii) the legality, validity, binding effect or enforceability of any
Document.

6.07  Investment Company Act.  No Credit Party is an "investment
----------------------                                    
company" or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended.

6.08  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.

6.09  True and Complete Disclosure.  All factual information (taken as
----------------------------                                    
a whole) heretofore or contemporaneously furnished in writing by or on behalf of
the Borrower or any of its Subsidiaries to the Administrative Agent or any Bank
(including, with out limita-

-30-

tion, all information contained in the 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 in
writing by or on behalf of the Borrower or any of its Subsidiaries 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. The projections (including the Projections) and pro
---
forma financial information contained in such materials are based on good faith
- -----                                                                          
estimates and assumptions believed by the Borrower to be reasonable at the time
made, it being recognized by the Banks that such projections (including the
Projections) as to future events are not to be viewed as facts and accordingly
are not covered by the first sentence of this Section 6.09, and that actual
results during the period or periods covered by any such projections may differ
from the projected results in any material or other respect. There is no fact
known to the Borrower or any of its Subsidiaries which has, or could reasonably
be expected to have, a Material Adverse Effect which has not been disclosed
herein or in such other documents, certificates and statements furnished to the
Banks for use in connection with the transactions contemplated hereby.

6.10  Representations and Warranties in Other Agreements.  All
--------------------------------------------------      
representations and warranties made by any Credit Party and set forth in the
Transaction Documents shall be true and correct on the Initial Borrowing Date in
all material respects as though such representations and warranties were being
made on and as of such date, unless stated to relate to a specific earlier date,
in which case such representations and warranties shall be true and correct in
all material respects as of such earlier date.

6.11  Financial Condition; Financial Statements. (a)  On and as of 
-----------------------------------------                    
the Initial Borrowing Date on a pro forma basis after giving effect to the
--- -----                                 
Transaction and all Indebtedness incurred, and to be incurred, by each Credit
Party in connection therewith, with respect to each of the Borrower and the
Borrower and its Subsidiaries taken as a whole, (x) the sum of its or their
assets, at a fair valuation, will exceed its or their debts, (y) it or they will
not have incurred nor intended to, nor believes that it or they will, incur
debts beyond its or their ability to pay such debts as such debts mature and (z)
it and they will have sufficient capital with which to conduct its or their
businesses. For purposes of this Section 6.11(a), "debt" means any liability on
a claim, and "claim" means (i) right to payment whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or un secured; or
(ii) right to an equitable remedy for breach of performance if such breach gives
rise to a payment, whether or not such right to an equitable remedy is reduced
to judgment, fixed, contingent, matured, unmatured, disputed, undisputed,
secured or unsecured.

(b)  The consolidated balance sheets of the Borrower and its
Subsidiaries at December 31, 1994 and March 31, 1995 and the related
consolidated statements of operations and cash flows of the Borrower and its
Subsidiaries for the fiscal year or three-month period

-31-

ended as of said dates, which December 31, 1994 financial statements have been
audited by Ernst & Young, independent certified public accountants, and the
unaudited condensed consolidated balance sheet of the Borrower and its
Subsidiaries as at June 30, 1995, copies of which have heretofore been furnished
to each Bank, present fairly in all material respects the consolidated financial
position of the Borrower and its Subsidiaries at the date of said statements and
the consolidated results of their operations and cash flows for the period
covered thereby. All such financial statements have been prepared in accordance
with GAAP in all material respects except to the extent provided in the notes to
said financial statements.

(c)  Nothing has occurred since December 31, 1994, that has had or
could reasonably be expected to have a Material Adverse Effect.

(d)  Except as fully reflected in the financial statements described
in Section 6.11(b), there are as of the Initial Borrowing Date (and after giving
effect to any Credit Events made on such date), no liabilities or obligations
(excluding current obligations incurred in the ordinary course of business) with
respect to the Borrower or any of its Subsidiaries of any nature whatsoever
(whether absolute, accrued, contingent or otherwise and whether or not due), and
the Borrower does not know of any basis for the assertion against the Borrower
or any of its Subsidiaries of any such liability or obligation, which has or
could be reasonably expected to have a Material Adverse Effect.

(e)  On and as of the Effective Date, the financial projections (the
"Projections") set forth in Schedule IV hereto and previously delivered to the
Administrative Agent and the Banks have been prepared on a basis consistent with
the financial statements referred to in Section 6.11(b) (other than as set forth
or presented in such Projections), and there are no statements or conclusions in
any of the Projections which are based upon or include information known to the
Borrower to be misleading in any material respect or which fail to take into
account material information regarding the matters reported therein. On the
Initial Borrowing Date, the Borrower believes that the Projections are
reasonable and attainable subject, however, to the qualifications concerning the
Projections noted in the penultimate sentence of Section 6.09.

6.12  Tax Returns and Payments.  Each of the Borrower and its
------------------------                               
Subsidiaries has filed all federal income tax returns and all other tax returns,
domestic and foreign, required to be filed by it and has paid all 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. The Borrower and each of
its Subsidiaries has paid, or has provided adequate reserves (in the good faith
judgment of the management of such Person) for the payment of, all federal,
state and foreign income taxes applicable for all prior fiscal years and for the
current fiscal year to the date hereof.

6.13  Compliance with ERISA.  (a)  Each Plan (other than any
---------------------                                 
multiemployer plan as defined in section 4001(a)(3) of ERISA (a "Multiemployer
Plan")) currently maintained

-32-

or contributed to by (or to which there is an obligation to contribute of) any
Credit Party or any of its Subsidiaries or any ERISA Affiliate is in material
compliance with ERISA and the Code; no Reportable Event has occurred with
respect to any such Plan; as of December 31, 1994, no such Plan has an Unfunded
Current Liability in excess of $8,000,000 individually and with respect to all
such Plans in the aggregate, in excess of $16,000,000; no such Plan has an
Unfunded Current Liability which either individually or when added to the
aggregate amount of Unfunded Current Liabilities with respect to all other
Plans, has or could be reasonably expected to have a Material Adverse Effect; no
such Plan has an accumulated or waived funding deficiency or 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; all
contributions required to be made with respect to any Plan currently maintained
or contributed to by (or to which there is an obligation to contribute of) any
Credit Party or any of its Subsidiaries or any ERISA Affiliate and any Foreign
Pension Plan have been timely made; neither the Borrower nor any of its
Subsidiaries nor any of their ERISA Affiliates has incurred any material
liability to or on account of a Plan pursuant to Section 409, 502(i), 502(l),
4062, 4063, 4064 or 4069 of ERISA or Section 401(a)(29), 4971 or 4975 of the
Code, or expects to incur any liability (including any indirect, contingent, or
secondary liability) under any of the foregoing Sections with respect to any
Plan; no proceedings have been instituted to terminate or appoint a trustee to
administer any such Plan; no condition exists which presents a material risk to
the Borrower or any of its Subsidiaries or any of their ERISA Affiliates of
incurring such a material liability to or on account of any Plan pursuant to the
foregoing provisions of ERISA and the Code; as of the Initial Borrowing Date, no
Plan is a Multiemployer Plan; neither the Borrower nor any of its Subsidiaries
nor any ERISA Affiliate has incurred any liability under Section 515 of ERISA
with respect to any Multi employer Plan; neither the Borrower nor any of its
Subsidiaries nor any ERISA Affiliate has incurred or expects to incur any
material liability under Sections 4201, 4204 or 4212 of ERISA; to the best
knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, no
Multiemployer Plan is insolvent or in reorganization nor is any Multiemployer
Plan reasonably expected to be in reorganization or terminated; no lien imposed
under the Code or ERISA on the assets of the Borrower or any of its Subsidiaries
or any ERISA Affiliate exists or is likely to arise on account of any Plan; and
the Borrower and its Subsidiaries do not maintain or contribute to any employee
welfare benefit plan (as defined in Section 3(1) of ERISA) which provides
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or any employee pension benefit plan (as defined in
Section 3(2) of ERISA) the obligations with respect to which could reasonably be
expected to have a material adverse effect on the ability of the Borrower to
perform its obligations under this Agreement.

(b)  Each Foreign Pension Plan has been maintained in substantial
compliance with its terms and with the requirements of any and all applicable
laws, statutes, rules, regulations and orders and has been maintained, where
required, in good standing with applicable regulatory authorities. Neither the
Borrower nor any of its Subsidiaries has incurred any material obligation in
connection with the termination of or withdrawal from any Foreign Pension Plan.
The present value of the accrued benefit liabilities (whether or not vested)

-33-

under each Foreign Pension Plan, determined as of the end of the Borrower's most
recently ended fiscal year on the basis of actuarial assumptions, each of which
is reasonable, did not exceed the current value of the assets of such Foreign
Pension Plan allocable to such benefit liabilities.

6.14  Subsidiaries.  Schedule V hereto lists each Subsidiary of the
------------                                                 
Borrower, and the direct and indirect ownership interest of the Borrower
therein, in each case as of the Initial Borrowing Date. On the Initial Borrowing
Date, the corporations listed on Schedule V are the only Subsidiaries of the
Borrower.

6.15  Patents, etc.  The Borrower and each of its Subsidiaries owns or
-------------                                                   
holds a valid license to use all material patents, trademarks, servicemarks,
trade names, copy rights, licenses, technology, know-how and formulas and other
rights that are necessary for the operation of their respective businesses as
presently conducted.

6.16  Compliance with Statutes; Environmental Matters, etc.  (a)  Each
-----------------------------------------------------           
Credit Party is in compliance, in all material respects, with all applicable
material statutes, regulations and orders of, and all applicable material
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 Environmental Laws).

(b)  No Credit Party is liable for any material penalties, fines or
forfeitures for failure to comply with any of the foregoing referenced in clause
(a) above. All material licenses, permits, registrations or approvals required
for the business of any Credit Party, as conducted as of the Initial Borrowing
Date, under any Environmental Law have been secured or have been timely applied
for and each Credit Party is in substantial compliance therewith. No Credit
Party is in any material respect in noncompliance with, breach of or default
under any applicable writ, order, judgment, injunction, or decree to which such
Credit Party is a party or which would affect the ability of such Credit Party
to operate any Real Property and no event has occurred and is continuing which,
with the passage of time or the giving of notice or both, would constitute a
material noncompliance, breach of or default thereunder. As of the Initial
Borrowing Date there are no material Environmental Claims pending or, to the
best knowledge after due inquiry of the Borrower, threatened, against the
Borrower or any of its Subsidiaries or any Real Property owned or operated at
any time by the Borrower or any of its Subsidiaries. There are no facts,
circumstances, conditions or occurrences on any such Real Property or, to the
best knowledge after due inquiry of the Borrower, on any property adjacent to
any such Real Property that could reasonably be expected (i) to form the basis
of a material Environmental Claim against the Borrower or any of its
Subsidiaries or any such Real Property, or (ii) to cause such Real Property to
be subject to any restrictions on the ownership, occupancy, use or transfer
ability of such Real Property under any Environmental Law.

(c)  Hazardous Materials have not at any time been (i) generated,
used, treated or stored on, or transported to or from, any Real Property owned
or operated by the Borrower or any of its Subsidiaries except for quantities
used or stored at any such Real Properties in

-34-

material compliance with all applicable Environmental Laws and required in
connection with the normal operation, use and maintenance of such Real Property
("Permitted Materials") or (ii) Released on any such Real Property where such
occurrence or event could reasonably be expected to give rise to a material
Environmental Claim or to violate any Environmental Law. There are not now and
never have been any underground storage tanks located on any Real Property owned
or operated by the Borrower or any of its Subsidiaries which are not in
compliance with all Environmental Laws.

6.17  Properties.  Each Credit Party has good and legal title to all
----------                                                    
properties owned by it and valid and subsisting leasehold interests in all
properties leased by it, in each case, including all property reflected in the
financial statements referred to in Section 6.11(b) (except as sold or otherwise
disposed of since the date of the March 31, 1995 financial statements in the
ordinary course of business or as otherwise permitted by this Agreement) free
and clear of all Liens, other than Liens permitted by Section 8.02. Schedule II
contains a true and complete list of each Real Property owned and each Real
Property leased by the Borrower and its Subsidiaries on the Effective Date and
the type of interest therein held by such Person.

6.18  Labor Relations; Collective Bargaining Agreements.  (a)  Set
-------------------------------------------------           
forth on Schedule VI hereto is a list and description (including dates of
termination) of all Collective Bargaining Agreements between or applicable to
any Credit Party and any union, labor organization or other bargaining agent in
respect of the employees of any Credit Party on the Effective Date.

(b)  No Credit Party is engaged in any unfair labor practice that is
reason ably likely to have a Material Adverse Effect. There is (i) no unfair
labor practice com plaint pending against any Credit Party or, to the best
knowledge of any Credit Party, threatened against it, before the National Labor
Relations Board, and no grievance proceeding or arbitration proceeding arising
out of or under any Collective Bargaining Agreement is now pending against any
Credit Party or, to the best knowledge of any Credit Party, threatened against
it, (ii) no strike, labor dispute, slowdown or stoppage is pending against any
Credit Party or, to the best knowledge of any Credit Party, threatened against
it and (iii) to the best knowledge of each Credit Party, no union representation
question exists with respect to the employees of such Credit Party, except (with
respect to any matter specified in clause (i), (ii) or (iii) above, either
individually or in the aggregate) such as could not reasonably be likely to have
a Material Adverse Effect.

6.19  Indebtedness.  Schedule VII sets forth a true and complete list
------------                                                   
of (x) all Indebtedness (other than the Loans) of the Borrower and each of its
Subsidiaries out standing as of the Initial Borrowing Date and which is to
remain outstanding after the Initial Borrowing Date and after giving effect to
the Transaction and (y) all agreements existing on the Initial Borrowing Date
and which are to remain outstanding after the Initial Borrowing Date and after
giving effect to the Transaction pursuant to which the Borrower or any of its
Subsidiaries is entitled to incur Indebtedness (other than the Loans) (whether
or not any condition to such

-35-

incurrence could be met) (collectively, as in effect and outstanding on the
Initial Borrowing Date and without giving effect to any extension, renewal or
refinancing thereof, the "Permitted Existing Indebtedness"), in each case
showing the aggregate principal amount thereof as of the Effective Date and the
name of the respective borrower and any other entity which directly or
indirectly guaranteed such debt.

6.20  Restrictions on Subsidiaries.  There are no restrictions on the
----------------------------                                   
Borrower or any of its Subsidiaries which prohibit or otherwise restrict (i) the
transfer of cash or other assets (x) between the Borrower and any of its
Subsidiaries or (y) between any Subsidiaries of the Borrower or (ii) the ability
of any Credit Party or any of its Subsidiaries to grant security interests to
the Banks in their respective assets, other than prohibitions or restrictions
existing under or by reason of (a) this Agreement or the other Credit Documents,
(b) applicable law, (c) customary non-assignment provisions entered into in the
ordinary course of business and consistent with past practices, (d) purchase
money obligations for property acquired in the ordinary course of business, so
long as such obligations are permitted under this Agreement, (e) Liens permitted
under Section 8.02 and any documents or instruments governing the terms of any
Indebtedness or other obligations secured by any such Liens, provided that such
prohibitions or restrictions apply only to the assets subject to such Liens or
(f) the documents or instruments governing the terms of any Permitted Foreign
Subsidiary WC Debt permitted to be incurred pursuant to Section 8.03(h) or
Permitted AMETEK Italia Debt permitted to be incurred pursuant to Section
8.03(p) to the extent restricting dividends or other cash distributions by a
Foreign Subsidiary or AMETEK Italia, as the case may be, to the Borrower or any
other Subsidiary of the Borrower.

6.21  Transaction.  At the time of consummation of each element of the
-----------                                                     
Transaction, such element shall have been consummated in accordance with the
terms of the respective Documents and all applicable laws. At the time of
consummation of each element of the Transaction, all consents and approvals of,
and filings and registrations with, and all other actions in respect of, all
governmental agencies, authorities or instrumentalities and other third parties
required in order to make or consummate such element of the Transaction shall
have been obtained, given, filed or taken and are or will be in full force and
effect (or effective judicial relief with respect thereto shall have been
obtained).

6.22  Insurance.  Set forth on Schedule III hereto is a true and
---------                                                 
correct summary of all property, casualty and liability insurance carried by the
Borrower and its Subsidiaries on and as of the Initial Borrowing Date.

6.23 Senior Notes.    This Agreement constitutes the "Credit
------------                                           
Agreement" as defined in, and for all purposes of, the Senior Note Documents.

6.24 Interest Rate Protection Agreements.  Set forth on the Schedule X
-----------------------------------                              
hereto is a true, correct and complete summary of all Interest Rate Protection
Agreements to

-36-

which the Borrower or any of its Subsidiaries is a party on and as of the
Effective Date (such Interest Rate Protection Agreements, the "Existing Interest
Rate Protection Agreements").

SECTION 7.  Affirmative Covenants.  The Borrower hereto covenants and
---------------------                                    
agrees that on the Effective Date and thereafter for so long as this Agreement
is in effect and until the Commitments have terminated, no Letters of Credit are
outstanding and the Loans, Unpaid Drawings together with interest, Fees and all
other Obligations incurred hereunder are paid in full:

7.01  Information Covenants.  The Borrower will furnish to each Bank:
---------------------                                          

(a)  Annual Financial Statements.  As soon as available and in any
---------------------------                                  
event within 105 days after the close of each fiscal year of the Borrower,
the consolidated balance sheet of the Borrower and its Subsidiaries as at
the end of such fiscal year and the related consolidated statements of
income and cash flows for such fiscal year, together with a summary of
sales and profits by operating units prepared consistently with past
practices and procedures and in form reasonably satisfactory to the
Administrative Agent for such fiscal year, setting forth for such fiscal
year, in comparative form, (x) for each of such consolidated financial
statements and such summary the corresponding figures for the preceding
fiscal year, and (y) for such consolidated financial statements the
corresponding figures for such fiscal year as set forth in the respective
budget delivered pursuant to Section 7.01(c); all of which shall be (I) in
the case of such consolidated financial statements and such summary,
certified by the Chief Financial Officer of the Borrower to the effect that
such statements and summary fairly present in all material respects the
financial condition of the Borrower and its Subsidiaries, or such operating
units, as the case may be, as of the dates indicated and the results of
their operations and changes in their cash flows for the periods indicated,
and (II) in the case of such consolidated financial statements, audited by
Ernst & Young (or other independent certified public accountants of
recognized national standing acceptable to the Required Banks) whose
opinion shall not be qualified as to the scope of audit or as to the status
of the Borrower together with its Subsidiaries as a going concern, together
with a certificate of the accounting firm referred to above stating that in
the course of its regular audit of the business of the Borrower and its
Subsidiaries, which audit was conducted in accordance with generally
accepted auditing standards, such accounting firm has obtained no knowledge
of any Default or Event of Default (insofar as they relate to accounting or
financial matters) which has occurred and is continuing or, if in the
opinion of such accounting firm such a Default or Event of Default has
occurred and is continuing, a statement as to the nature thereof.

(b)  Quarterly Financial Statements.  As soon as available and in any
------------------------------                                  
event within 60 days after the close of each of the first three quarterly
accounting periods in each fiscal year of the Borrower, the consolidated
balance sheet of the Borrower and its Subsidiaries, as at the end of such
quarterly period and the related consolidated

-37-

statements of income and cash flows for such quarterly period and for the
elapsed portion of the fiscal year ended with the last day of such
quarterly period, together with a summary of sales and profits by operating
units prepared consistently with past practices and procedures and in form
reasonably satisfactory to the Administrative Agent for such quarterly
period and for the elapsed portion of the fiscal year ended with the last
day of such quarterly period, and setting forth, in comparative form, (x)
for each of such consolidated financial statements and such summary, the
corresponding figures for the related periods in the prior fiscal year and
(y) for such consolidated financial statements, the corresponding figures
for such quarterly accounting period as set forth in the respective budget
delivered pursuant to Section 7.01(c) as updated to such quarterly period;
all of which shall be in reasonable detail and certified by the Chief
Financial Officer or other Senior Financial Officer of the Borrower to the
effect that they fairly present in all material respects the financial
condition of the Borrower and its Subsidiaries as of the dates indicated
and the results of their operations and changes in their cash flows for the
periods indicated, subject to changes resulting from audit and normal year-
end audit adjustments.

(c)  Budgets; etc.  (i) As soon as available but in no event later
-------------                                                
than 50 days after the commencement of each fiscal year of the Borrower, a
budget in form reasonably satisfactory to the Administrative Agent
(including budgeted statements of income and sources and uses of cash and
balance sheets) prepared by the Borrower, for each of the twelve months of
such fiscal year, in reasonable detail and setting forth, with appropriate
discussion, the principal assumptions upon which such budgets are based and
a statement by the Chief Financial Officer or other Senior Financial
Officer of the Borrower to the effect that, to the best of such officer's
knowledge, the budget is a reasonable estimate for the period covered
thereby and (ii) as soon as available but in no event later than 50 days
after the commencement of each of the last three quarterly accounting
periods in each fiscal year of the Borrower, an update of the respective
budget delivered for such fiscal year pursuant to clause (c)(i) in a form
relating to such annual budget and reasonably satisfactory to the
Administrative Agent, prepared by the Borrower in reasonable detail and
certified by the Chief Financial Officer or other Senior Financial Officer
of the Borrower.

(d)  Officer's Certificates.  At the time of the delivery of the
----------------------                                     
financial statements provided for in Section 7.01(a) and (b), a certificate
of the Borrower signed by its Chief Financial Officer or, in the case of
any certificate delivered with financial statements delivered pursuant to
Section 7.01(b), any other Senior Financial Officer, to the effect that no
Default or Event of Default exists or, if any Default or Event of Default
does exist, specifying the nature and extent thereof, which certificate
shall set forth the calculations required to establish whether the Borrower
and its Subsidiaries were in compliance with the provisions of Sections
8.01-8.06, inclusive and Sections 8.09-8.11, inclusive, as at the end of
such fiscal quarter or year, as the case may be.

-38-

(e)  Notice of Default or Litigation.  Promptly, and in any event
-------------------------------                             
within five Business Days after an Authorized Officer of the Borrower
obtains knowledge thereof, notice of (x) the occurrence of any event which
constitutes a Default or Event of Default, which notice shall specify the
nature thereof, the period of existence thereof and what action the
Borrower or its respective Subsidiary proposes to take with respect thereto
and (y) the commencement of, or threat of, or any significant development
in any litigation or governmental proceeding pending against the Borrower
or any of its Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or a material adverse effect on the ability of any
Credit Party to perform its obligations hereunder or under any other Credit
Document.

(f)  Auditors' Reports.  Promptly upon receipt thereof, a copy of any
-----------------                                               
letter submitted to any Credit Party or any Material Subsidiary of the
Borrower by its independent accountants with respect to any material
weakness as to internal control noted by such independent accountants in
connection with any audit made by them of the books of such Credit Party or
such Material Subsidiary.

(g)  Environmental Matters.  Promptly upon, and in any event within 15
---------------------                                            
Business Days after, an Authorized Officer or any environmental compliance
officer of the Borrower obtains knowledge thereof, notice of any of the
following matters:

(i)   any pending or threatened Environmental Claim against
the Borrower or any of its Subsidiaries or any Real Property owned or
operated at any time by the Borrower or any of its Subsidiaries that
is or could reasonably be expected to result in a liability in excess
of $1,000,000;

(ii)  any condition or occurrence on or arising from any Real
Property owned or operated at any time by the Borrower or any of its
Subsidiaries that (a) results in noncompliance by the Borrower or such
Subsidiary with any applicable Environmental Law, or (b) could
reasonably be anticipated to form the basis of an Environmental Claim
against the Borrower or such Subsidiary or any such Real Property that
is or could reasonably be expected to result in a liability in excess
of $1,000,000;

(iii) any condition or occurrence on any Real Property owned
or operated at any time by the Borrower or any of its Subsidiaries
that could reasonably be anticipated to cause such Real Property to be
subject to any restrictions on the ownership, occupancy, use or
transferability by the Borrower or any of its Subsidiaries of such
Real Property under any Environmental Law; and

-39-

(iv)  the taking of any removal or remedial action in
response to the actual or alleged presence of any Hazardous Material
on any Real Property owned or operated at any time by the Borrower or
any of its Subsidiaries.

All such notices shall describe in reasonable detail the nature of the
claim, investigation, condition, occurrence or removal or remedial action
and the response thereto of the Borrower or such Subsidiary. In addition,
the Borrower will provide the Banks with copies of all material written
communications between the Borrower or any of its Subsidiaries and any
government or governmental agency relating to Environmental Laws, all
communications between the Borrower or any of its Subsidiaries and any
Person relating to Environmental Claims, and such detailed reports of any
Environmental Claim, in each case as may reasonably be requested in writing
from time to time by the Administrative Agent or the Required Banks.

(h)  Other Information.  (i)  Promptly upon transmission thereof,
-----------------                                           
copies of any filings and registrations with, and reports to, the SEC by
any Credit Party or any of their respective Subsidiaries, copies of all
press releases, copies of all financial statements, proxy statements,
notices and reports that any Credit Party or any of its Subsidiaries shall
send to the holders (or any trustee, agent or other representative
therefor) of the Senior Notes or any other Indebtedness of any Credit Party
or any of their respective Subsidiaries pursuant to the terms governing
such Indebtedness (in each case, to the extent not theretofore delivered to
the Banks pursuant to this Agreement) and copies of all written
presentations and reports generally sent to analysts by any Credit Party or
any of their respective Subsidiaries, (ii) promptly and in any event within
five Business Days following a request from the Administrative Agent or any
Bank for same, a copy of the annual and quarterly statements furnished to
the Borrower with respect to its Permitted Existing Investments listed as
Items 1 and 2 on Schedule IX hereto, and (iii) with reasonable promptness,
such other information or documents (financial or otherwise) as the
Administrative Agent on its own behalf or on behalf of the Required Banks
may reasonably request from time to time.

7.02  Books, Records and Inspections.  The Borrower will, 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 (or, in the case of
any Foreign Subsidiary, in accordance with local accounting standards) and all
requirements of law shall be made of all dealings and transactions in relation
to its business and activities. The Borrower will, and will cause each of its
Subsidiaries to, permit, upon notice to the Chief Financial Officer or any other
Authorized Officer of the Borrower, officers and designated representatives of
the Administrative Agent, any Co-Agent or any Bank to visit and inspect any of
the properties or assets of the Borrower and any of its Subsidiaries in
whomsoever's possession, and to examine the books of account and other
financial and operating records (including, without limitation, any "letters of
material weakness" submitted by independent accountants) of the Borrower and any
of its

-40-

Subsidiaries and discuss the affairs, finances and accounts of the Borrower and
any of its Subsidiaries with, and be advised as to the same by, the officers and
independent accountants of the Borrower or such Subsidiary, all at such
reasonable times and intervals and to such reasonable extent as the
Administrative Agent, any Co-Agent or any Bank may request.

7.03  Payment of Taxes.  The Borrower will, and will cause each of its
----------------                                                
Subsidiaries to, pay and discharge all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits, or upon any
properties belonging to it, prior to the date on which penalties attach thereto,
and all lawful claims which, if unpaid, might become a Lien not otherwise
permitted under Section 8.02(a) or charge upon any properties of the Borrower or
any of its Subsidiaries, provided that neither the Borrower nor any of its
--------                                         
Subsidiaries shall be required to pay any such tax, assessment, charge, levy or
claim which is being contested in good faith and by proper proceedings if it has
maintained adequate reserves (in the good faith judgment of the management of
such Person) with respect thereto in accordance with GAAP.

7.04  Corporate Franchises.  The Borrower will, and will cause each of
--------------------                                            
its Subsidiaries to, do or cause to be done, all things necessary to preserve
and keep in full force and effect its existence, rights, franchises,
intellectual property and authority to do business, provided that any
--------         
transaction permitted by Section 8.01 will not constitute a breach of this
Section 7.04.

7.05  Compliance with Statutes, Environmental Laws, etc.  (a)  The
--------------------------------------------------          
Borrower will, and will cause each of its Subsidiaries to, comply, in all
material respects, with all applicable material 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 Environmental Laws). The Borrower will
promptly pay or cause to be paid all costs and expenses incurred in such
compliance, and will keep or cause to be kept all such Real Property free and
clear of any Liens imposed pursuant to any Environmental Laws. Neither the
Borrower nor any of its Subsidiaries will generate, use, treat, store, Release
or dispose of, or permit the generation, use, treatment, storage, Release or
disposal of Hazardous Materials on any Real Property now or hereafter owned by
the Borrower or any of its Subsidiaries, or transport or permit the
transportation of Hazardous Materials to or from any such Real Property, except
for Permitted Materials. If required to do so under any applicable Environmental
Law, each Credit Party agrees to undertake, and agrees to cause each of its
Subsidiaries to undertake, any cleanup, removal, remedial or other action
necessary to remove and clean up any Hazardous Materials from any Real Property
in accordance with the requirements of all applicable Environmental Laws and in
accordance with orders and directives of all govern mental authorities; provided
--------
that no Credit Party nor any of their Subsidiaries shall be required to take
any such action where same is being contested by appropriate legal proceedings
in good faith by such Credit Party or such Subsidiary.

-41-

(b)  At the request of the Administrative Agent or the Required Banks,
at any time and from time to time (i) after an Event of Default has occurred and
is continuing, (ii) after the Banks receive notice under Section 7.01(g) of any
event for which notice is required to be delivered for any such Real Property,
(iii) after the acquisition of any Real Property by the Borrower or any of its
Subsidiaries subsequent to the Initial Borrowing Date or (iv) if required by
law, the Borrower will provide, at the Borrower's sole cost and expense, an
environmental site assessment report concerning any Real Property owned,
operated or leased by the Borrower or any of its Subsidiaries, prepared by an
environmental consulting firm approved by the Administrative Agent, indicating
the presence or absence of any actual or threatened noncompliance with
Environmental Laws and permits required thereunder or presence or absence of any
Release of Hazardous Materials and the potential cost of any removal or remedial
action in connection with any Hazardous Materials on such Real Property. If the
Borrower fails to provide the same within 60 days' after any such request
therefor made by the Administrative Agent or the Required Banks, the
Administrative Agent may order the same, and the Borrower shall grant and hereby
grants to the Administrative Agent, the Co-Agents and the Banks and their agents
access to such Real Property at all reasonable times and specifically grants the
Administrative Agent, the Co-Agents and the Banks an irrevocable nonexclusive
license, subject to the rights of tenants, to undertake such an assessment all
at the Borrower's sole expense.

7.06  ERISA.  As soon as possible and, in any event, within 10 days
-----                                                        
after any Credit Party or any of its Subsidiaries or any ERISA Affiliate knows
or has reason to know of the occurrence of any of the following, the Borrower
will deliver to each of the Banks a certificate of the Borrower signed by its
Chief Financial Officer or another Senior Financial Officer setting forth
details as to such occurrence and the action, if any, which such Credit Party,
such Subsidiary 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 such Credit Party, such Subsidiary, 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 contribution required to be made
to a Plan or Foreign Pension Plan has not been timely made; that a Plan has been
or may be terminated, reorganized, partitioned or declared insolvent under Title
IV of ERISA; that a lien has arisen on the assets of a Credit Party or any of
its Subsidiaries or any ERISA Affiliate under ERISA or the Code with respect to
a Plan; that proceedings may be or have been instituted to terminate or appoint
a trustee to administer a Plan; that a proceeding has been instituted pursuant
to Section 515 of ERISA to collect a delinquent contribution to a Plan; that any
Credit Party, any of its Subsidiaries or any ERISA Affiliate will or may incur
any liability (including any indirect, contingent or secondary liability) to or
on account of the termination of or withdrawal from a Plan under Section 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under
Section 401(a)(29), 4971 or 4975 of the Code or Section 409 or 502(i) or 502(l)
of ERISA; or that any

-42-

Credit Party or any of its Subsidiaries may incur any liability pursuant to any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees or other former employees (other than as
required by Section 601 or ERISA) or any employee pension benefit plan (as
defined in Section 3(2) of ERISA) which liability could reasonably be expected
to have a material adverse effect on the ability of the Borrower to perform its
obligations under this Agreement. At the request of any Bank, the Borrower will
deliver to such Bank a complete copy of the Internal Revenue Service Annual
Report (Form 5500) of each Plan (other than a Multiemployer Plan) required to be
filed with the Internal Revenue Service. In addition to any certificates or
notices delivered to the Banks pursuant to the first sentence hereof, copies of
any notices received by any Credit Party or any of its Subsidiaries or any ERISA
Affiliate with respect to any Plan or Foreign Pension Plan which notice
threatens, refers to or pertains to any material liability or any potential
material liability of any such party, shall be delivered to the Banks no later
than 10 days after the date such notice has been received by such Credit Party
or such Subsidiary or the ERISA Affiliate, as applicable.

7.07  Good Repair.  The Borrower will, and will cause each of its
-----------                                                
Subsidiaries to, ensure that its properties and equipment used or useful in its
business in whomsoever's possession they may be, are kept in good repair,
working order and condition, normal wear and tear excepted and that from time to
time there are made to such properties and equipment all needful and proper
repairs, renewals, replacements, extensions, additions, betterments and
improvements thereto, to the extent and in the manner customary for companies
in similar businesses.

7.08  End of Fiscal Years; Fiscal Quarters.  The Borrower will, for
------------------------------------                         
financial reporting purposes, cause (i) each of its fiscal years to end on
December 31 of each year and (ii) each of its fiscal quarters to end on March
31, June 30, September 30 and December 31 of each year.

7.09  Maintenance of Property; Insurance.  The Borrower will, and will
----------------------------------                              
cause each of its Subsidiaries to, at all times maintain in full force and
effect insurance in such amounts, covering such risks and liabilities and with
such deductibles or self-insured retentions as are in accordance with normal
industry practice and all applicable laws. At any time that insurance at the
levels described in Schedule III is not being maintained by the Borrower and its
Subsidiaries, the Borrower will notify the Administrative Agent in writing
thereof and, if thereafter notified by the Administrative Agent to do so, the
Borrower will obtain insurance at such levels at least equal to those set forth
in Schedule III to the extent then generally available or otherwise as are
acceptable to the Administrative Agent. The Borrower will furnish on the Initial
Borrowing Date and annually thereafter to the Administrative Agent a summary of
the insurance carried in respect of the Borrower and its Subsidiaries and their
assets together with certificates of insurance and other evidence of such
insurance, if any, naming the Administrative Agent as loss payee, as its
interests may appear in respect of any casualty loss policies and naming the
Administrative Agent, each Co-Agent and each of the Creditors as an additional
insured with respect to any liability policy and stating that such insurance
shall not

-43-

be cancelled or materially revised without at least 30 days' prior written
notice by the insurer to the Administrative Agent.

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

7.11  Use of Proceeds.  All proceeds of the Loans shall be used as
---------------                                             
provided in Section 6.05.

7.12  Ownership of Subsidiaries.  The Borrower will, at all times,
-------------------------                                   
maintain, directly or indirectly, ownership of 100% of the capital stock of its
Subsidiaries, except (i) to the extent 100% of the capital stock of any such
Subsidiary is sold, transferred or disposed of in a transaction permitted by
Section 8.01; (ii) any Subsidiary constituting a Permitted Joint Venture; (iii)
AMETEK Hong Kong, as long as the Borrower, at all times, maintains, directly or
indirectly, at least 98% of the capital stock thereof, except to the extent
AMETEK Hong Kong is restructured as a Permitted Joint Venture pursuant to
Section 8.01(j) and thereafter AMETEK Hong Kong shall be maintained as a
Permitted Joint Venture; and (iv) for directors qualifying shares.

7.13  Foreign Subsidiaries Guaranty.  If following a change in the
-----------------------------                               
relevant sections of the Code, the regulations and rules promulgated thereunder
and any rulings issued thereunder and at the reasonable request of the
Administrative Agent or the Required Banks, counsel for the Borrower acceptable
to the Administrative Agent and the Required Banks does not within 30 days after
such request deliver a written opinion, in form and substance satisfactory to
the Administrative Agent and the Required Banks, with respect to any Foreign
Subsidiary that the entering into by such Foreign Subsidiary of a guaranty in
substantially the form of the Subsidiary Guaranty would cause the earnings of
such Foreign Subsidiary to be treated as a deemed dividend to such Foreign
Subsidiary's United States parent, then in the case of a failure to deliver the
opinion described above, such Foreign Subsidiary shall execute and deliver a
guaranty (each a "Foreign Subsidiary Guaranty" and, collectively, the "Foreign
Subsidiary Guarantees") of the Obligations of the Borrower under the Credit
Documents and the obligations of the Borrower under any Interest Rate Protection
Agreements with a Bank or an affiliate of a Bank, with such Foreign Subsidiary
Guaranty to be in form and substance reasonably satisfactory to the
Administrative Agent and the Required Banks.

7.14  Senior Notes Change of Control.  Upon the occurrence of any
------------------------------                             
Change of Control, if an offer to repurchase the Senior Notes is required to be
made as a result of such Change of Control, the Borrower will take all actions,
including the giving of notices required thereunder and the setting of the date
for the repurchases of Senior Notes, as is within its power to insure that the
date for payment of the purchase price for all Senior Notes that must be repur-

-44-

chased as a result of such Change of Control is no earlier than the date on
which the Loans hereunder become due and payable as a result of such Change of
Control.

SECTION 8.  Negative Covenants.  The Borrower hereby covenants and
------------------                                    
agrees that on the Effective Date and thereafter for so long as this Agreement
is in effect and until the Commitments have terminated, no Letters of Credit are
outstanding and the Loans, Unpaid Drawings, together with interest, Fees and all
other Obligations incurred hereunder, are paid in full:

8.01  Consolidation, Merger, Sale or Purchase of Assets, etc.  The
-------------------------------------------------------     
Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs, or enter into any transaction of merger or
consolidation, sell or otherwise dispose of all, substantially all or any part
of its property or assets (other than inventory in the ordinary course of
business), or enter into any partnerships, joint ventures or sale-leaseback
transactions, or purchase, lease or otherwise acquire (in one transaction or a
series of related transactions) all or any part of the property or assets of any
Person (other than purchases or other acquisitions of inventory in the ordinary
course of business) or agree to do any of the foregoing at any future time,
except that the following shall be permitted:

(a)  so long as no Default or Event of Default then exists or would
result therefrom, Capital Expenditures may be made by the Borrower and its
Subsidiaries in the ordinary course of their respective businesses;

(b)  advances, investments and loans (including Joint Venture
Investments in Permitted Joint Ventures) may be made to the extent
permitted pursuant to Section 8.05;

(c)  Dividends may be paid to the extent permitted by Section 8.06;

(d)  the Borrower and its Subsidiaries may lease (as lessee) real or
personal property in the ordinary course of business and otherwise in
compliance with this Agreement so long as such lease does not create
Capitalized Lease Obligations except as otherwise permitted by Section
8.03(b);

(e)  each of the Borrower and its Subsidiaries may, in the ordinary
course of business and consistent with past practices, sell, lease (as
lessor) or otherwise dispose of any of its equipment to the extent that (x)
any such sale, lease or disposition shall be in an amount at least equal to
the fair market value thereof (as determined in good faith by senior
management of the Borrower), (y) any such sale shall be solely for cash or
for cash, promissory notes and/or contingent payment obligations of, and/or
equity interests in, the transferee or issuer, provided that the sum of (A)
--------                    
the aggregate principal amount of promissory notes outstanding at any time
accepted by the Borrower and/or its Subsidiaries from all such sales,
leases and dispositions and all sales and

-45-

dispositions effected pursuant to Sections 8.01(f) and (g), plus (B) the
---- 
aggregate initial value of all such contingent payment obligations (as
determined in good faith by senior management of the Borrower) received by
the Borrower and/or its Subsidiaries from all such sales, leases and
dispositions and all sales and dispositions effected pursuant to Sections
8.01(f) and (g), plus (C) the aggregate initial value of all equity 
----        
securities (as determined in good faith by senior management of the
Borrower) received by the Borrower and/or any of its Subsidiaries from all
such sales, leases and dispositions and all sales and dispositions effected
pursuant to Sections 8.01(f) and (g), shall not at any time exceed 20% of
the Consolidated Net Worth of the Borrower at such time and (z) the
aggregate Net Cash Proceeds of all such assets subject to such sales or
other dispositions are applied in accordance with Section 4.02(A)(b) to the
extent so required;

(f)  the Borrower and its Subsidiaries may sell or otherwise dispose
of non-strategic lines of their respective businesses (as so determined in
good faith by senior management of the Borrower) (any such sale permitted
by this clause (f), a "Permitted Line of Business Sale") so long as (i) to
the extent any such Permitted Line of Business Sale is of the capital stock
of any Subsidiary of the Borrower such Permitted Line of Business Sale must
be of 100% of such capital stock owned by the Borrower, (ii) any such sale
shall be solely for cash, or for cash, promissory notes and/or contingent
payment obligations of, and/or equity interests in, the transferee or
issuer, provided that the sum of (A) the aggregate initial principal amount
--------     
of promissory notes accepted by the Borrower and/or its Subsidiaries from
all such sales and dispositions and all sales, leases and dispositions
effected pursuant to Sections 8.01(e) and (g) plus (B) the aggregate
initial value of all such contingent payment obligations (as determined in
good faith by senior management of the Borrower) received by the Borrower
and/or its Subsidiaries from all such sales and dispositions and all
sales, leases and dispositions effected pursuant to Sections 8.01(e) and
(g) plus (C) the aggregate initial value of all equity securities (as
determined in good faith by senior management of the Borrower) received by
the Borrower and/or any of its Subsidiaries from all such sales and
dispositions and all sales, leases and dispositions effected pursuant to
Sections 8.01(e) and (g), shall not at any time exceed 20% of the
Consolidated Net Worth of the Borrower at such time, (iii) the aggregate
book value (as determined in good faith by senior management of the
Borrower) of all assets subject to all Permitted Line of Business Sales
pursuant to this clause (f) in any fiscal year of the Borrower shall not
exceed $40,000,000, (iv) the aggregate Net Cash Proceeds of all such assets
subject to such Permitted Line of Business Sales are applied in accordance
with Section 4.02(A)(b) to the extent so required, (v) no Default or Event
of Default exists (both before and after giving effect to such Permitted
Line of Business Sale), (vi) the Borrower shall have given the
Administrative Agent and the Banks at least 10 Business Days prior written
notice of such Permitted Line of Business Sale, (vii) the Borrower in good
faith shall believe, based on calculations made by the Borrower on a pro
---
forma basis (the pro forma adjustments made by the Borrower in making the
-----            --- -----
calculations pursuant to this clause (vii) shall be subject to the
reasonable satisfaction of the 

-46-

Administrative Agent and the Required Banks) after giving effect to the
respective Permitted Line of Business Sale as if such Permitted Line of
Business Sale had been consummated on the date occurring twelve months
prior to the last day of the most recently ended fiscal quarter of the
Borrower, that the covenants contained in Sections 8.09 through 8.11,
inclusive, of this Agreement would have been met for the one-year period
ended on the last day of such fiscal quarter, (viii) the Borrower in good
faith shall believe, based on calculations made by the Borrower, on a pro
---
forma basis after giving effect to the respective Permitted Line of
-----                                                              
Business Sale, that the covenants contained in Sections 8.09 through 8.11,
inclusive, will continue to be met for the one-year period following the
date of the consummation of the respective Permitted Line of Business Sale
and (ix) the Borrower shall have delivered to the Administrative Agent an
officer's certificate executed by a Senior Financial Officer of the
Borrower, certifying, to the best of his knowledge, compliance with the
requirements of preceding clauses (i) through (viii) and, to the extent
that (A) the aggregate book value (as determined in good faith by senior
management of the Borrower) of all of the assets subject to the respective
Permitted Line of Business Sale is greater than $2,500,000 or (B) the
aggregate book value (as determined in good faith by senior management of
the Borrower) of all the assets subject to the respective Small Business
Sale when added to the aggregate book value (as determined in good faith by
senior management of the Borrower at the time of each of the respective
Small Business Sales) of all assets subject to all other Small Business
Sales consummated on or prior to the date of such Small Business Sale,
exceeds $5,000,000, then such certificate shall also contain the pro forma
--- -----
calculations required by the preceding clauses (vii) and (viii). The
consummation of each Permitted Line of Business Sale shall be deemed to be
a representation and warranty by the Borrower that all conditions thereto
have been satisfied and that same is permitted in accordance with the terms
of this Agreement, which representation and warranty shall be deemed to be
a representation and warranty for all purposes hereunder, including,
without limitation, Section 5.02 and 9;

(g)  the Borrower and its Subsidiaries may, in the ordinary course of
business and consistent with past practices, sell or otherwise dispose of
any of its Real Property to the extent that (w) any such sale or
disposition shall be in an amount at least equal to the fair market value
thereof (as determined in good faith by senior management of the Borrower),
(x) any such sale shall be solely for cash, or for cash, promissory notes
and/or contingent payment obligations of, and/or equity interests in, the
transferee or issuer, provided that the sum of (A) the aggregate initial
--------                                          
principal amount of promissory notes accepted by the Borrower and/or its
Subsidiaries from all such sales and dispositions and all sales, leases and
dispositions effected pursuant to Sections 8.01(e) and (f) plus (B) the
aggregate initial value of all such contingent payment obligations (as
determined in good faith by

-47-

senior management of the Borrower) received by the Borrower and/or its
Subsidiaries from all such sales and dispositions and all sales, leases and
dispositions effected pursuant to Sections 8.01(e) and (f) plus (C) the
aggregate initial value of all equity securities (as determined in good
faith by senior management of the Borrower) received by the Borrower
and/or any of its Subsidiaries from all such sales and dispositions and all
sales, leases and dispositions effected pursuant to Sections 8.01(e) and
(f), shall not at any time exceed 20% of the Consolidated Net Worth of the
Borrower at such time, (y) the fair market value of (A) any parcel of Real
Property subject to a sale pursuant to this clause (g) (as determined in
good faith by senior management of the Borrower) shall not exceed
$5,000,000 per sale, and (B) all Real Property subject to sales pursuant to
this clause (g) (as determined in good faith by senior management of the
Borrower) shall not exceed $25,000,000 in the aggregate for all such sales,
and (z) the aggregate Net Cash Proceeds of all such Real Property subject
to such sales or other dispositions are applied in accordance with Section
4.02(A)(b) to the extent so required;

(h)  the Borrower and its Subsidiaries may acquire Reinvestment Assets
with the proceeds from any Reinvestment Event which are not required to be
applied to repay Loans pursuant to Section 4.02(A)(b), (d) or (e);

(i)  the Borrower and its Subsidiaries may acquire (other than on a
hostile basis) assets constituting all or substantially all of a business,
business unit, division or product line of any Person not already a
Subsidiary of the Borrower or capital stock of any such Person (including
any such acquisition by way of merger or consolidation) (any such
acquisition permitted by this clause (i), a "Permitted Acquisition"), so
long as in the case of any such Permitted Acquisition (i) the only
consideration paid by the Borrower and its Subsidiaries in respect of such
Permitted Acquisition consists of cash, Common Stock permitted to be issued
under Section 8.13, Indebtedness, secured by Liens permitted by Section
8.02(g), to the extent permitted by Section 8.03(b), unsecured Indebtedness
permitted under Section 8.03(p) or 8.03(q) and/or Permitted Earn-Out Debt
to the extent permitted by Section 8.03(n), (ii) no Default or Event of
Default then exists (both before and after giving effect to such Permitted
Acquisition), (iii) all representations and warranties contained herein and
in the other Credit 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 Permitted Acquisition (both
before and after giving effect thereto), unless stated to relate to a
specific earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date,
(iv) such assets are to be employed in, and/or such Person was at the time
of such acquisition engaged in, the businesses permitted pursuant to
Section 8.08, (v) to the extent that such Permitted Acquisition is of the
capital stock of another Person such Permitted Acquisition must be of 100%
of such capital stock (except for directors qualifying shares) and all of
the provisions of Section 8.04 to the extent applicable shall have been
complied with in respect of such Permitted Acquisition, (vi) the Borrower
or such Subsidiary is the surviving corporation of any Permitted
Acquisition structured as a merger or consolidation, (vii) after giving
effect to any Permitted Acquisition, the aggregate amount paid (including
for this purpose all cash consideration paid, the face amount of all

-48-

Indebtedness incurred in connection with such Permitted Acquisition, all
cash paid in respect of any Permitted Earn-Out Debt incurred in connection
with such Permitted Acquisition and the fair market value (determined as of
the proposed date of consummation of such Permitted Acquisition in good
faith by senior management of the Borrower) of any Common Stock, if any,
issued as consideration in connection with such Permitted Acquisition), in
connection with such Permitted Acquisition when added to the sum of (A) the
aggregate amount paid (including for this purpose all cash consideration
paid, the face amount of all Indebtedness incurred in connection with each
such Permitted Acquisition and the fair market value (determined as of the
date of consummation of each such Permitted Acquisition in good faith by
senior management of the Borrower) of any Common Stock, if any, issued as
consideration in connection with each such Permitted Acquisition) in
connection with all other Permitted Acquisitions consummated in the fiscal
year of the Borrower in which such proposed Permitted Acquisition is to be
consummated plus (B) the aggregate amount of cash paid in the fiscal year
of the Borrower in which such proposed Permitted Acquisition is to be
consummated, in respect of all Permitted Earn-Out Debt incurred at any time
in connection with all other Permitted Acquisitions, shall not exceed
$40,000,000, and (viii) with respect to each Permitted Acquisition, (A) the
Borrower shall have given the Administrative Agent and the Banks at least
10 Business Days prior written notice of such Permitted Acquisition, (B)
the Borrower in good faith shall believe, based on calculations made by the
Borrower on a pro forma basis (the pro forma adjustments made by the
--- -----            --- -----                        
Borrower in making the calculations pursuant to this clause (viii)(B) shall
be subject to the reasonable satisfaction of the Administrative Agent and
the Required Banks) after giving effect to the respective Permitted
Acquisition as if such Permitted Acquisition had been consummated on the
date occurring twelve months prior to the last day of the most recently
ended fiscal quarter of the Borrower, that the covenants contained in
Sections 8.09 through 8.11, inclusive, of this Agreement would have been
met for the one-year period ended on the last day of such fiscal quarter,
(C) the Borrower in good faith shall believe, based on calculations made
by the Borrower, on a pro forma basis after giving effect to the respective
--- -----                                            
Permitted Acquisition, that the covenants contained in Sections 8.09
through 8.11, inclusive, will continue to be met for the one-year period
following the date of the consummation of the respective Permitted
Acquisition and (D) the Borrower shall have delivered to the Administrative
Agent an officer's certificate executed by a Senior Financial Officer of
the Borrower, certifying, to the best of his knowledge, compliance with the
requirements of preceding clauses (i) through (viii) and containing the pro
---
forma calculations required by the preceding clauses (viii)(B) and
-----                                                             
(viii)(C), including, without limitation, any currency exchange
calculations required in connection therewith as a result of the incurrence
of Indebtedness permitted under Section 8.03(p) in connection with such
Permitted Acquisition. The consummation of each Permitted Acquisition shall
be deemed to be a representation and warranty by the Borrower that all
conditions thereto have been satisfied and that same is permitted in
accordance with the terms of this Agreement, which representation and
warranty shall be deemed to be

-49-

a representation and warranty for all purposes hereunder, including,
without limitation, Section 5.02 and 9;

(j)  the Borrower may sell up to 49% of the capital stock of AMETEK
Hong Kong to Double Kai Enterprises Co., Ltd., the shareholders thereof
and/or any entity controlled by such shareholders and rename AMETEK Hong
Kong as "AMEKAI Hong Kong", so long as the Borrower continues to own at
least 50% of the capital stock of AMETEK Hong Kong (or AMEKAI Hong Kong, as
the case may be) and the aggregate Net Equity Issuance Proceeds of all such
capital stock subject to such sales which are in excess of $5,000 are
applied in accordance with Section 4.02(A)(c) to the extent so required (it
being understood that such Net Equity Issuance Proceeds which are equal to
or less than $5,000 shall not be required to be so applied); and thereafter
AMETEK Hong Kong (or AMEKAI Hong Kong, as the case may be) shall for all
purposes of this Agreement constitute a Permitted Joint Venture; and

(k)  the Borrower may dissolve AMETEK (Japan), Ltd. so long as at the
time of such dissolution AMETEK (Japan), Ltd. is a Wholly-Owned Subsidiary
of the Borrower and has no Indebtedness or other liabilities, including any
contingent liabilities other than any contingent liabilities with respect
to taxes for which the Borrower is already jointly and severally liable as
a member of the same consolidated group.

8.02  Liens.  The Borrower will not, and will not permit any of its
-----                                                        
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of the Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such
property or assets (including sales of accounts receivable or notes with
recourse to the Borrower or any of its Subsidiaries) or assign any right to
receive income, or file or permit the filing of any financing statement under
the UCC or any other similar notice of Lien under any similar recording or
notice statute, except:

(a)  inchoate Liens for taxes not yet due or Liens for taxes being
contested in good faith and by appropriate proceedings for which adequate
reserves (in the good faith judgment of the management of the Borrower)
have been established in accordance with GAAP;

(b)  Liens (other than any Lien imposed by ERISA) in respect of
property or assets of the Borrower or any of its Subsidiaries imposed by
law which were incurred in the ordinary course of business and which do not
secure Indebtedness for borrowed money, such as carriers', warehousemen's
and mechanics' Liens, statutory landlord's Liens, and other similar Liens
arising in the ordinary course of business, and (x) which do not in the
aggregate materially detract from the value of such property or assets or

-50-

materially impair the use thereof in the operation of the business of the
Borrower or such Subsidiary or (y) 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 asset subject to such Lien;

(c)  Liens, if any, created by or pursuant to this Agreement or the
other Credit Documents;

(d)  Liens on the assets of the Borrower and its Subsidiaries created
prior to, but that will remain outstanding on and after, the Initial
Borrowing Date (after giving effect to the Transaction) and listed, and the
property subject thereto described on, Schedule VIII hereto, without giving
effect to any subsequent extensions or renewals thereof ("Permitted
Liens");

(e)  Liens (other than any Lien imposed by ERISA) incurred or deposits
made in the ordinary course of business (x) in connection with workers'
compensation, unemployment insurance and other types of social security, or
(y) to secure the performance of tenders, statutory obligations, surety and
appeal bonds, bids, leases, government contracts, performance and 
return-of-money bonds and other similar obligations incurred in the
ordinary course of business (exclusive of obligations in respect of
borrowed money), provided that the aggregate amount of cash and the fair
market value of the property encumbered by Liens described in this clause
(y) shall not exceed $1,000,000;

(f)  leases or subleases granted to third Persons not interfering with
the ordinary course of business of the Borrower or any of its Subsidiaries;

(g)  Liens arising pursuant to purchase money mortgages securing
Indebtedness representing the purchase price (or financing of the purchase
price within 90 days after the respective purchase) of property or other
assets acquired by the Borrower or any of its Subsidiaries after the
Initial Borrowing Date, provided that (i) any such Liens attach only to the
--------                                           
assets so purchased, (ii) the Indebtedness secured by any such Lien does
not exceed 100% of the lesser of the fair market value or the purchase
price of the assets being purchased at the time of the incurrence of such
Indebtedness and (iii) the Indebtedness secured thereby is permitted by
Section 8.03(b);

(h)  easements, rights-of-way, restrictions, encroachments and other
similar charges or encumbrances on the property of the Borrower or any of
its Subsidiaries arising in the ordinary course of business and not
materially interfering with the conduct of the business of the Borrower or
any such Subsidiary;

(i)  Liens on property of the Borrower or any of its Subsidiaries
subject to, and securing only, Capitalized Lease Obligations to the extent
such Capitalized Lease

-51-

Obligations are permitted by Section 8.03(b), provided, that such Liens
--------  
only secure the payment of Indebtedness arising under such Capitalized
Lease Obligation and the Lien encumbering the asset giving rise to the
Capitalized Lease Obligation and the proceeds thereof does not encumber any
other asset of the Borrower or any of its Subsidiaries;

(j)  Liens arising from precautionary UCC (or other similar recording
or notice statutes) financing statement filings regarding operating leases
permitted pursuant to this Agreement; and

(k)  Liens upon equipment and machinery of the Borrower securing
Indebtedness to the extent permitted under Section 8.03(m); provided, that
--------      
such Liens only encumber equipment and machinery located at the Broome
County Facility and do not encumber any other asset of the Borrower or any
of its Subsidiaries.

8.03  Indebtedness.  The Borrower will not, and will not permit any of
------------                                                    
its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness (including, without limitation, off balance sheet debt and
receivables financings), except:

(a)  Indebtedness incurred pursuant to this Agreement and the other
Credit Documents;

(b)  Indebtedness evidenced by Capitalized Lease Obligations
(including without limitation, such Capitalized Lease Obligations
constituting the Permitted Existing Indebtedness described as item 7 of
Schedule VII), and other Indebtedness secured by Liens permitted by Section
8.02(g), of the Borrower or any of its Subsidiaries so long as (x) the sum
of the aggregate principal amount of all such Indebtedness outstanding at
such time and the aggregate Capitalized Lease Obligations under all Capital
Leases entered into pursuant to this clause (b) outstanding at such time
does not exceed $20,000,000 in the aggregate at any time outstanding and
(y) at the time of the incurrence of any such Indebtedness, such
Indebtedness is permitted to be incurred pursuant to the first paragraph of
Section 1008 of the Senior Note Indenture;

(c)  (x) Permitted Existing Indebtedness of the Borrower under the
Existing Interest Rate Protection Agreements of the Borrower as described
as items 8 and 9 on Schedule VII and (y) Indebtedness under any other
Permitted Interest Rate Protection Agreement;

(d)  Indebtedness of the Borrower consisting of, without duplication,
Non-Facility Letters of Credit (including, without limitation, the
Permitted Existing Indebtedness represented by the Existing Letters of
Credit which are to remain outstanding in accordance with the terms of
Section 5.01(e) and the definition thereof) and reimbursement obligations
with respect thereto under the Non-Facility Letter of Credit Agreement (and
any guaranty of such reimbursement obligations by any

-52-

Subsidiary Guarantor), including renewals or extension thereof, so long as
the aggregate amount thereof at any time outstanding does not exceed
$15,000,000, provided that no Non-Facility Letter of Credit nor any
--------                                              
agreement (including, without limitation, the Non-Facility Letter of Credit
Agreement, any other credit agreement, guaranty, security agreement or
other agreement) evidencing the same or relating thereto shall contain any
provision which is more restrictive or less favorable to the Borrower than
as set forth in the Non-Facility Letter of Credit Agreement and the
guaranty relating thereto executed by the Subsidiary Guarantors, in each
case as in effect on the Effective Date, except (x) to the extent that any
such more restrictive or less favorable provision is one that is
incorporated therein by reference to this Agreement and arises as a result
of an amendment or modification to this Agreement, or (y) any such
agreement may contain such more restrictive or less favorable provisions to
the extent that any comparable more restrictive or less favorable
provisions have been incorporated in this Agreement or in the other Credit
Documents after the Effective Date and to the extent that the benefits of
such more restrictive or less favorable provisions so incorporated into
this Agreement have not otherwise been incorporated into any such
agreement, whether by a cross-default provision or otherwise;

(e)  Indebtedness evidenced by Intercompany Loans to the extent
permitted by Section 8.05(g);

(f)  Indebtedness under any Permitted Currency Agreement;

(g)  Indebtedness under any Permitted Commodities Agreement;

(h)  Indebtedness representing Permitted Foreign Subsidiary WC Debt
(including, without limitation, such Permitted Foreign Subsidiary WC Debt
constituting Permitted Existing Indebtedness described as items 4 and 5 of
Schedule VII), provided that (x) the obligors thereunder are Foreign
--------                                             
Subsidiaries (other than AMETEK Italia) and neither the Borrower nor any
Domestic Subsidiary of the Borrower is obligated (whether directly or
indirectly through a guarantee, keep-well arrangement or otherwise) in
respect thereof and (y) the aggregate principal amount thereof at any one
time outstanding shall not exceed $15,000,000, provided, however, that the
--------  -------          
aggregate principal amount thereof at any one time outstanding may exceed
$15,000,000 solely by virtue of changes in the exchange rates (and not as a
result of the additional incurrence of any new Indebtedness) for the
currencies in which any such Permitted Foreign Subsidiary WC Debt is
denominated for a period not in excess of one month after any date upon
which it is so determined that the aggregate principal amount of Permitted
Foreign Subsidiary WC Debt exceeds $15,000,000 as a result solely of such a
change in exchange rates;

-53-

(i)  Permitted Existing Indebtedness of the Borrower evidenced by the
Senior Notes pursuant to the Senior Note Documents, in an aggregate
principal amount not to exceed $150,000,000 (as reduced by any repayments
of principal thereof) as described as item 6 on Schedule VII;

(j)  Permitted Refinancing Debt of the Borrower the proceeds of which
are used to refinance the Senior Notes in accordance with Section 8.12;

(k)  Indebtedness of the Borrower or any of its Subsidiaries arising
in connection with the entering into of any take-or-pay contract for
supplies, packaging materials or other similar materials entered into in
the ordinary course of business, consistent with the practices of the
Borrower and its Subsidiaries prior to the Effective Date, provided that
--------     
the aggregate amount payable under any such take-or-pay contract shall not
exceed $1,000,000;

(l)  Indebtedness of the Borrower consisting of borrowings against the
cash value of the COLI Policies;

(m)  Indebtedness of the Borrower evidenced by the Broome County Loan
Documents in an aggregate principal amount not to exceed $2,000,000, but no
refinancings or renewals thereof, except to the extent that such
refinancing or renewal does not increase the amount of such Indebtedness
outstanding immediately prior to such refinancing or renewal, add
guarantors, obligors or security from that which applied to such
Indebtedness being refinanced or renewed, and all other terms of such
refinancing or renewal are no more restrictive or less favorable to the
Borrower than previously existing with respect to such Indebtedness;

(n)  Indebtedness of the Borrower or any of its Subsidiaries which
constitutes Permitted Earn-Out Debt in amounts not to exceed, and in
accordance with, the requirements of Section 8.01(i) and only to the extent
that any such Permitted Earn-Out Debt is paid in full within six months
after the date upon which such Permitted Earn-Out Debt is determinable;

(o)  Indebtedness of AMETEK Italia evidenced by a bank guaranty
denominated in Italian Lira made by a financial institution on behalf of
AMETEK Italia for the benefit of such Persons identified by AMETEK Italia
as the seller under the Permitted AMETEK Italia Acquisition in connection
with the Permitted AMETEK Italia Acquisition, provided that (i) the sole
-------- 
obligor thereunder is AMETEK Italia and neither the Borrower nor any
Subsidiary of the Borrower (other than AMETEK Italia) is obligated (whether
directly or indirectly through a guarantee, keep-well arrangement or
otherwise) in respect thereof, (ii) such Indebtedness shall not contain any
provision in the documents governing or evidencing the same which, in the
reasonable opinion of the Administrative Agent, would permit a default or
event of default to occur under

-54-

such Indebtedness based upon the occurrence of a Default or Event of
Default under this Agreement unless any such Event of Default has resulted
in an acceleration under this Agreement, and (iii) the aggregate principal
amount thereof at any one time outstanding shall not exceed 30 billion
Italian Lira (it being understood and agreed that the incurrence of such
Indebtedness shall be deemed to be a representation and warranty by the
Borrower that all conditions thereto have been satisfied and that the same
is permitted in accordance with the terms of this Agreement, which
representation and warranty shall be deemed to be a representation and
warranty for all purposes hereunder, including, without limitation,
Sections 5.02 and 9);

(p)  Indebtedness representing Permitted AMETEK Italia Debt
(including, without limitation, such Permitted AMETEK Italia Debt
constituting Permitted Existing Indebtedness described as items 1, 2 and 3
of Schedule VII) denominated in Dollars, Italian Lira and/or German
Deutsche Marks, provided that (x) the sole obligor thereunder is AMETEK
Italia and neither the Borrower nor any Subsidiary of the Borrower (other
than AMETEK Italia) is obligated (whether directly or indirectly through a
guarantee, keep-well arrangement or otherwise) in respect thereof and (y)
the aggregate principal amount thereof at any one time outstanding shall
not exceed $20,000,000, provided, however, that the aggregate principal
--------  -------                              
amount thereof at any one time outstanding may exceed $20,000,000 solely by
virtue of changes in the exchange rates (and not as a result of the
additional incurrence of any new Indebtedness) for the currencies in which
any such Permitted AMETEK Italia Debt is denominated for a period not in
excess of one month after any date upon which it is determined that the
aggregate principal amount of such Permitted AMETEK Italia Debt exceeds
$20,000,000 as a result solely of such a change in exchange rates; and

(q)  Additional unsecured Indebtedness of the Borrower and its
Domestic Subsidiaries not otherwise permitted pursuant to this Section 8.03
not exceeding (for the Borrower and all of its Domestic Subsidiaries) in
aggregate principal amount at any one time outstanding $7,500,000.

8.04  Limitation on the Creation of Subsidiaries.  Notwithstanding
------------------------------------------                  
anything to the contrary contained in this Agreement, the Borrower will not, and
will not permit any Subsidiary to, establish, create or acquire after the
Effective Date any Material Subsidiary, except the Borrower or any of its
Subsidiaries may create, establish or acquire (x) Permitted Joint Ventures in
accordance with Section 8.05 and the definition thereof and (y) a new Material
Subsidiary of the Borrower which is a Wholly-Owned Subsidiary of the Borrower
provided, that (i) at least 15 Business Days' prior written notice thereof is
given to the Administrative Agent and the Banks and (ii) such new Material
Subsidiary (to the extent it is a Domestic Subsidiary) executes a counterpart of
the Subsidiary Guaranty or to the extent it is a Foreign Subsidiary, executes a
counterpart of the Foreign Subsidiary Guaranty to the extent required by Section
7.13. In addition, each new Material Subsidiary shall execute and deliver, or
cause to be executed and delivered, all other relevant documentation of the type
described

-55-

in Section 5 as such new Material Subsidiary would have had to deliver if such
new Material Subsidiary were a Credit Party on the Initial Borrowing Date.

8.05  Advances, Investments and Loans.  The Borrower will not, and
-------------------------------                             
will not permit any of its Subsidiaries to, 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
Person, except:

(a)  the Transaction shall be permitted;

(b)  the Borrower and its Subsidiaries may invest in cash and Cash
Equivalents, and Foreign Subsidiaries may invest in Permitted Foreign
Investments;

(c)  the Borrower and its Subsidiaries may acquire and hold
receivables owing to them, if created or acquired in its ordinary course of
business and payable or dischargeable in accordance with its customary
trade terms of the Borrower or such Subsidiary, as the case may be;

(d)  loans and advances to employees for moving and travel expenses
and other similar expenses, in each case incurred in the ordinary course of
business, shall be permitted;

(e)  the Existing Interest Rate Protection Agreements and any other
Permitted Interest Rate Protection Agreement shall be permitted;

(f)  the Borrower and its Subsidiaries may acquire and own investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising
from ordinary business transactions;

(g)  the Borrower may make intercompany loans and advances to its
Subsididaries (other than to the Captive Insurance Subsidiary unless
required by applicable law or required to fund its insurance operations),
and any Subsidiary of the Borrower may make intercompany loans and advances
to any other Subsidiary (other than to the Captive Insurance Subsidiary
unless required by applicable law or required to fund its insurance
operations) of the Borrower or the Borrower (collectively, "Intercompany
Loans"), provided that (i) each such Intercompany Loan shall be evidenced
--------                                                        
by an Intercompany Note, and (ii) each Intercompany Note evidencing an
Intercompany Loan to the Borrower shall contain the subordination
provisions contained in Exhibit G;

(h)  the Borrower and its Subsidiaries may acquire and hold the
capital stock of Wholly-Owned Subsidiaries, provided that to the extent any
such Wholly-Owned Subsidiary acquired, created or established by the
Borrower or any of its Subsidiaries

-56-

constitutes a Material Subsidiary, such Wholly-Owned Subsidiary is so
acquired, created or established in accordance with Section 8.04;

(i)  Permitted Currency Agreements shall be permitted;

(j)  Permitted Commodities Agreements shall be permitted;

(k)  the Borrower and its Subsidiaries may effect Permitted
Acquisitions in accordance with the requirements of Section 8.01(i);

(l)  the Captive Insurance Subsidiary may invest in Permitted Captive
Insurance Investments;

(m)  so long as (x) no Default or Event of Default then exists or
would result therefrom and (y) any such investment is permitted at such
time under the Senior Note Indenture, the Borrower and its Subsidiaries may
make Joint Venture Investments in Permitted Joint Ventures, provided that
--------     
the aggregate amount of all Joint Venture Investments at any one time
outstanding shall not exceed $30,000,000 less the Joint Venture Letter of
Credit Outstandings at such time;

(n)  the Borrower may continue to own and hold Permitted Existing
Investments, provided that with respect to the Permitted Existing
--------                                            
Investments listed as Items 1 and 2 on Schedule IX hereto, the Borrower may
continue to hold such Permitted Existing Investments only so long as the
stated market value (as set forth on the annual or quarterly statements
furnished with respect to such Permitted Existing Investments to the
Borrower and by the Borrower to the Banks pursuant to Section 7.01(h)(ii))
of such Permitted Existing Investment has not decreased by more than 20%
from the stated market value thereof as of the Effective Date as set forth
on Schedule IX;

(o)  the Borrower may acquire and maintain investments in COLI
Policies; and

(p)  the Borrower and its Subsidiaries may make additional advances,
invest ments and loans not otherwise permitted pursuant to this Section
8.05 (other than advances, investments or loans (1) in or to any Permitted
Joint Venture, (2) in or to the Captive Insurance Subsidiary or (3) of the
type constituting a Permitted Existing Investment), so long as (i) the
aggregate principal amount thereof at any time outstanding (determined
without regard to any write-downs or write-offs thereof) shall not exceed
$7,500,000, and (ii) each such advance, investment or loan is made by the
Borrower or such Subsidiary in or to a Person engaged in the type of
business described in Section 8.08.

-57-

8.06  Dividends, etc.  The Borrower will not, and will not permit any
---------------                                                
Subsidiary to, 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 indirect ly, for a consideration, any shares of
any class of its capital stock now or hereafter out standing (or any warrants
for or options or stock appreciation rights in respect of any of such shares),
or set aside any funds for any of the foregoing purposes and the Borrower will
not, and will not permit any of its Subsidiaries to, purchase or otherwise
acquire for consideration any shares of any class of the capital stock of the
Borrower or any other Subsidiary, as the case may be, now or hereafter
outstanding (or any warrants for or options or stock appreciation rights issued
by such Person in respect of any such shares) (all of the foregoing
"Dividends"), except that:

(a)  any Subsidiary of the Borrower or any Permitted Joint Venture may
pay Dividends (x) to the Borrower or to any Wholly-Owned Subsidiary of the
Borrower or (y) to any other investor in such Subsidiary or Permitted Joint
Venture to the extent of such investor's proportionate ownership interest
in such Subsidiary or Permitted Joint Venture;

(b)  so long as there shall exist no Default or Event of Default (both
before and after giving effect thereto), the Borrower may effect Common
Stock Repurchases in accordance with applicable law and so long as the
Borrower promptly retires any such shares of Common Stock so repurchased;

(c)  the Borrower may pay cash Dividends in any fiscal quarter to the
holders of Common Stock if and only if (x) no Default or Event of Default
then exists or would result from the payment thereof and (y) the aggregate
amount of all cash Dividends proposed to be paid in any such fiscal quarter
pursuant to this clause (c), when added to the aggregate amount of all cash
Dividends previously paid during the fiscal quarter in which such cash
Dividends are proposed to be paid and during the immediately preceding
three fiscal quarters, shall not exceed the greater of (1) $10,000,000 and
(2) 35% of the Consolidated Net Income of the Borrower for the immediately
preceding four fiscal quarters of the Borrower as determined from the most
recently delivered Section 7.01 Financials; and

(d)  so long as there shall exist no Default or Event of Default (both
before and after giving effect to the payment thereof), the Borrower may
repurchase or redeem stock appreciation rights issued by the Borrower to
its directors, employees and officers pursuant to the Stock Option Plans.

8.07  Transactions with Affiliates.  The Borrower will not, and will
----------------------------                                  
not permit any of its Subsidiaries to, enter into any transaction or series of
transactions, whe ther or not in the ordinary course of business, with any
Affiliate other than on terms and conditions substantially as favorable (or more
favorable) to, the Borrower or such Subsid iary as would be

-58-

obtainable by, the Borrower or such Subsidiary at the time in a compar able
arm's-length transaction with a Person other than an Affiliate, except the
following shall not be prohibited: (i) the Transaction, (ii) Dividends permitted
by Section 8.06, (iii) Intercompany Loans, (iv) each of the Borrower and any of
its Wholly-Owned Subsidiaries may, in the ordinary course of its business,
transfer inventory to or among each other, (v) each of the Borrower and any of
its Subsidiaries may, in the ordinary course of its business, charge each other
for services provided to the other, (vi) the Borrower may grant stock options,
stock appreciation rights, restricted stock awards and phantom stock awards to
its and its Subsidiaries' directors in the ordinary course of business, and
(vii) the Borrower and its Subsidiaries may pay reasonable and customary fees to
their directors who are not also officers or employees of the Borrower or any of
its Subsidiaries.

8.08  Changes in Business.  The Borrower will not, and will not permit
-------------------                                             
any of its Subsidiaries to, engage (directly or indirectly) in any business
other than (i) the busi ness in which it is engaged on the Effective Date, (ii)
reasonable extensions thereof and (iii) any other manufacturing business,
including, without limitation, the distribution and/or resale of manufactured
products and other reasonable extensions of the manufacturing business.

8.09  Fixed Charge Coverage Ratio.  The Borrower will not permit the
---------------------------                                   
Fixed Charge Coverage Ratio for any Test Period to be less than 1.3:1.0.

8.10  Leverage Ratio.  The Borrower will not permit the ratio of (i)
--------------                                                
Consolidated Indebtedness at such time to (ii) Consolidated Capital Funds as of
the last day of the fiscal quarter then last ended, to be greater than 0.80:1.0.

8.11  Consolidated Indebtedness to Consolidated EBITDA.  The Borrower
------------------------------------------------               
will not permit the ratio of (i) Consolidated Indebtedness at such time to (ii)
Consolidated EBITDA for the Test Period then most recently ended, to be greater
than 3.0:1.0.

8.12  Limitation on Voluntary Payments and Modifications of
-----------------------------------------------------
Indebtedness; Modification of Certificate of Incorporation.  The Borrower will
- ----------------------------------------------------------                    
not, and will not permit any of its Subsidiaries to:  (i) make (or give any
notice in respect of) any voluntary or optional payment or prepayment on or
redemption (including pursuant to any change of control provision) of 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 Senior Notes or any Permitted Refinancing Debt,
except that so long as no Default or Event of Default then exists or would
result therefrom (x) the Senior Notes may be refinanced with the proceeds of
Loans hereunder or Permitted Refinancing Debt and any Permitted Refinancing Debt
may be refinanced with the proceeds of Loans hereunder or any other Permitted
Refinancing Debt and (y) the Senior Notes may otherwise be repurchased, redeemed
or retired pursuant to a Permitted Senior Note Repurchase, (ii) amend or modify,
or permit the amendment or modification of, any provi sion of the Senior Note
Documents, any Permitted Refinancing Debt or of any agreement (including,
without limitation, any purchase

-59- 

agreement, indenture, loan agreement or security agreement) relating thereto, or
(iii) amend, modify or change any provision of its Certificate of Incorporation
(including, without limitation, by the filing or modification of any certificate
of designation) or By-Laws, except for such amendments to the Certificate of
Incorporation or By-Laws of the Borrower or any of its Subsidiaries which do not
impose any monetary liabilities on the Borrower or any of its Subsidiaries, as
the case may be, or grant any put or similar rights to any Person and do not
otherwise adversely affect any Bank in its capacity as such.

8.13  Limitations on Issuance of Capital Stock.  (a)  The Borrower
----------------------------------------                    
will not permit any of its Subsidiaries to directly or indirectly issue, sell,
assign, pledge or other wise encumber or dispose of any shares of its capital
stock or other equity securities (or warrants, rights or options to acquire
shares or other equity securities) except (i) to qualify directors to the extent
required by applicable law, (ii) in connection with a Permitted Joint Venture to
the extent otherwise permitted by the terms of this Agreement or (iii) to the
Borrower or a Wholly-Owned Subsidiary of the Borrower.

(b)   The Borrower will not issue any shares of its capital stock or
other equity securities (or warrants, rights or options to acquire shares or
other equity securities) except:  (i) to qualify directors if required by
applicable law; (ii) issuances of rights or options to purchase shares of Common
Stock to directors, officers and employees of the Borrower pursuant to the Stock
Option Plans and issuances of rights to purchase shares of Common Stock to
shareholders of the Borrower pursuant to the Rights Agreement, in each case so
long as no Event of Default will exist under Section 9.09 as a result thereof;
and (iii) shares of Common Stock where, after giving effect to such issuance, no
Event of Default will exist under Section 9.09 and immediately after such
issuance the Borrower complies with Section 4.02(A)(c).

8.14  Limitation on Restrictions Affecting Subsidiaries.  The Borrower
-------------------------------------------------               
will not, and will not permit any Subsidiary to, directly, or indirectly, create
or otherwise cause or suffer to exist any encumbrance or restriction which
prohibits or limits the ability of the Borrower or any Subsidiary to (a) pay
dividends or make other distributions or pay any Indebtedness owed to any Credit
Party or any Subsidiary thereof, (b) make loans or advances to any Credit Party
or any Subsidiary thereof, (c) transfer any of its properties or assets to any
Credit Party or any Subsidiary thereof or (d) create, incur, assume or suffer to
exist any lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, other than encumbrances and restrictions arising under
(i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) to
the extent restricting the disposition of any property serving as security
therefor, any agreement relating to Indebtedness permitted pursuant to Section
8.03(b) secured by Liens permitted pursuant to Section 8.02(g), (iv) customary
provisions restricting subletting or assignment of any lease governing a
leasehold interest of any Credit Party or any of its Subsidiaries, (v) customary
restrictions on dispositions of real property interests found in reciprocal
easement agree ments of any Credit Party or any of its Subsidiaries, (vi) the
Senior Note Documents, or (vii) the documents or instruments governing the terms
of any Permitted Foreign Subsidiary WC Debt permitted to be incurred pursuant to
Section 8.03(h) or Permitted

-60-

AMETEK Italia Debt permitted to be incurred pursuant to Section 8.03(p) to the
extent restricting the pay ment of dividends or other cash distributions by a
Foreign Subsidiary, or AMETEK Italia, as the case may be, to the Borrower or any
other Subsidiary of the Borrower.

SECTION 9.  Events of Default.  Upon the occurrence of any of the
-----------------                                    
following specified events (each an "Event of Default"):

9.01  Payments.  The Borrower shall (i) default in the payment when
--------                                                     
due of any principal of the Loans or any Unpaid Drawing or (ii) default, and
such default shall continue for three or more Business Days, in the payment when
due of any interest on the Loans or Unpaid Drawings or any Fees or any other
amounts owing hereunder or under any other Credit Document; or

9.02  Representations, etc.  Any representation, warranty or statement
---------------------                                           
made by any Credit Party herein or in any other Credit Document or in any
certificate delivered or required to be 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

9.03  Covenants.  The Borrower shall (a) default in the due
---------                                            
performance or observance by it of any term, covenant or agreement contained in
Sections 7.01(e)(x), 7.08, 7.13 or 8 (other than Sections 8.05, 8.07 or 8.14),
or (b) default in the due performance or observance by it of any term, covenant
or agreement (other than those referred to in Section 9.01, 9.02 or clause (a)
of this Section 9.03) contained in this Agreement and such default shall
continue unremedied for a period of at least 30 days after notice to the
defaulting party by the Administrative Agent or any Bank; or

9.04  Default Under Other Agreements.  (a)  The Borrower or any of its
------------------------------                                  
Subsidiaries (collectively, the "Designated Parties") shall (i) default in any
payment in respect of any Indebtedness (other than the Obligations) beyond the
period of grace, if any, provided by the instrument or agreement governing such
Indebtedness or (ii) default in the observance or performance of any agreement
or condition relating to any such Indebtedness 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 con
dition 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, any such
Indebtedness to become due prior to its stated maturity; or (b) any such
Indebtedness (other than the Obligations) of any Designated Party 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,
provided that it shall not constitute an Event of Default pursuant to clause (a)
- --------                                                                        
or (b) of this Section 9.04 unless the outstanding principal amount of any one
issue of such Indebtedness exceeds $3,000,000 or the aggregate amount of all
such Indebtedness referred to in clauses (a) and (b) above exceeds $6,000,000 at
any one time; or

-61-

9.05  Bankruptcy, etc.  Any Designated Party 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 any
Designated Party and the petition is not controverted within 10 Business Days,
or is not dismissed within 60 days, after commence ment 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 any Designated Party; or any
Designated Party 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 any Designated Party; or there is commenced against any
Designated Party any such proceeding which remains undismissed for a period of
60 days; or any Designated Party is adjudicated insolvent or bankrupt; or any
order of relief or other order approving any such case or proceeding is entered;
or any Designated Party 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 any Designated Party makes a general assignment for
the benefit of creditors; or any Designated Party admits in writing its
inability to pay its debts generally as they become due; or any corporate action
is taken by any Designated Party for the purpose of effecting any of the
foregoing; or

9.06  ERISA.  (a)  Any Plan shall fail to satisfy 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 shall have had or is likely to have a trustee appointed to
administer such Plan, any Plan is, shall have been or is likely to be terminated
or to be the subject of termination pro ceedings under ERISA, any Plan shall
have an Unfunded Current Liability, a contribution required to be made to a Plan
or a Foreign Pension Plan has not been timely made, any Designated Party or any
ERISA Affiliate has incurred or is likely to incur a liability to or on account
of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201,
4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code, or any
Designated Party or any ERISA Affiliate has incurred or is likely to incur
liabilities pur suant to one or more employee welfare benefit plans (as defined
in Section 3(1) of ERISA) that provide benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or employee
pension benefit plans (as defined in Section 3(2) of ERISA); (b) there shall
result from any event or events described in clause (a) of this Section 9.06,
the imposition of a lien, the granting of a security interest, or a liability or
a material risk of incurring a liability; and (c) which lien, security interest
or liability referred to in clause (b) of this Section 9.06, in the opinion of
the Required Banks, could reasonably be expected to have a Material Adverse
Effect; or

9.07  Subsidiary Guaranty.  The Subsidiary Guaranty or any provision
-------------------                                           
thereof shall cease to be in full force and effect, or any Subsidiary Guarantor
thereunder or any Person acting on behalf of such Subsidiary Guarantor shall
deny or disaffirm such Subsidiary Guarantor's obligations under the Subsidiary
Guaranty or any Subsidiary Guar antor shall default in the

-62-

due performance or observance of any term, covenant or agreement on its part to
be performed or observed pursuant to the Subsidiary Guaranty; or

9.08  Judgments.  One or more judgments or decrees shall be entered
---------                                                    
against the Borrower and/or any of its Subsidiaries involving a liability (not
paid or fully covered by a reputable and solvent insurance company) of
$5,000,000 or more for all such judgments and decrees, and all such judgments or
decrees shall not have been vacated, discharged or stayed or bonded pending
appeal within 30 days from the entry thereof; or

9.09  Change of Control.  A Change of Control shall have occurred;
-----------------                                           
then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Banks, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent, any Co-Agent or any Bank or the holder of any Note to
enforce its claims against any Credit Party, except as otherwise speci fically
provided for in this Agreement (provided that, if an Event of Default specified
--------                                       
in Section 9.05 shall occur with respect to the Borrower, the result which would
occur upon the giving of written notice by the Administrative Agent as specified
in clauses (i) and (ii) below shall occur automatically without the giving of
any such notice):  (i) declare the Total Commitment terminated, whereupon the
Commitment of each Bank shall forthwith ter minate immediately and any
Commitment Commission shall forthwith become due and pay able without any other
notice of any kind; (ii) declare the principal of and any accrued interest in
respect of all Loans and all obligations owing hereunder (including Unpaid
Drawings) to be, whereupon the same shall become, forthwith due and payable
without pre sentment, demand, protest or other notice of any kind, all of which
are hereby waived by each Credit Party; (iii) terminate any Letter of Credit
which may be terminated in accordance with its terms; (iv) apply any cash
collateral in a Cash Collateral Account or otherwise, as provided in Section
4.02 or otherwise in the Credit Documents; and (v) direct the Borrower to pay
(and the Borrower hereby agrees upon receipt of such notice, or upon the
occurrence of any Event of Default specified in Section 9.05, it will pay) to
the Administrative Agent at the Payment Office such additional amounts of cash,
to be held as security for the Borrower's reimbursement obligations in respect
of Letters of Credit then outstanding equal to the aggregate Stated Amount of
all Letters of Credit then outstanding.

SECTION 10.  Definitions.  As used herein, the following terms shall
-----------                                            
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

"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 11.09.

-63-

"Affected Company" shall mean with respect to any Reinvestment Event
arising from the receipt of Net Insurance Proceeds from a Recovery Event, the
Borrower or the Subsidiary of the Borrower which owned the assets which are the
subject of such Recovery Event.

"Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including, but not limited to, all directors
of such Person), controlled by, or under direct or indirect common control with
such Person.  A Person shall be deemed to control a corporation if such Person
possesses, directly or indirectly, the power (i) to vote 5% or more of the
securities having ordinary voting power for the
election of directors of such corporation or (ii) to direct or cause the
direction of the management and policies of such corporation, whether through
the ownership of voting securities, by contract or otherwise.  For purposes of
Section 8.07 of this Agreement, so long as American Securities Corporation has
any representatives on the Board of Directors of the Borrower or any of its
Subsidiaries, American Securities Corporation shall be deemed to be an Affiliate
of the Borrower to the extent not otherwise meeting the criteria set forth above
in the definition of "Affiliate."

"Aggregate Unutilized Commitment," with respect to any Bank at any
time, shall mean such Bank's Commitment at such time less the sum of (i) the
aggregate outstanding principal amount of all Loans made by such Bank and (ii)
such Bank's Percentage of the Letter of Credit Outstandings at such time.

"Agreement" shall mean this Credit Agreement, as the same may be from
time to time modified, amended and/or supplemented.

"AMETEK Hong Kong" shall mean AMETEK Hong Kong, a corporation
organized and existing under the laws of Hong Kong, and any successor thereto
including, without limitation, "AMEKAI Hong Kong" to the extent AMETEK Hong Kong
is so renamed in accordance with Section 8.01(j).

"AMETEK Italia" shall mean AMETEK Italia, S.r.l., a corporation
organized and existing under the laws of the Republic of Italy.

"Anticipated Reinvestment Amount" shall mean, with respect to any
Reinvestment Event, the amount specified in the Reinvestment Notice with respect
thereto as the amount of the respective Net Cash Proceeds, Pension Plan Refund
or Net Insurance Proceeds, as the case may be, that the Borrower or such
Subsidiary of the Borrower intends to use to restore, purchase, construct or
otherwise acquire Reinvestment Assets or to fund a replacement Plan pursuant to
Section 4980 of the Code, as the case may be.

"Applicable Commitment Commission Percentage" shall mean, at any time,
the margin set forth below opposite the ratio of (i) Consolidated Indebtedness
as of the last day of the most recent fiscal year or fiscal quarter in respect
of which the Banks shall have received

-64-

Section 7.01 Financials to (ii) Consolidated EBITDA for the Test Period ending
on the last day of such fiscal year or fiscal quarter (it being understood that
each Applicable Commitment Commission Percentage shall be in effect from the
date the respective Section 7.01 Financials are delivered to the Banks until the
date the next such Section 7.01 Financials are delivered to the Banks at which
time the Applicable Commitment Commission Percentage shall be reset in
accordance with the foregoing provisions of this definition):

Applicable

Consolidated Indebtedness/                                            Commitment
Commission
Consolidated EBITDA Ratio                                        
- --------------------------                                       
Percentage
---------- 

Greater than 1.75:1                                                       0.25%

Greater than 1.25:1 but less than
or equal to 1.75:1                                                       0.20%

Greater than 1.10:1 but less than
or equal to 1.25:1                                                      0.175%

Greater than 0.75:1 but less than
or equal to 1.10:1                                                      0.125%

Less than or equal to 0.75:1                                             0.100%

; provided that if any Section 7.01 Financials are not delivered when required
--------                                                                    
(the "Late Section 7.01 Financials") and such Late Section 7.01 Financials
establish that the Applic able Commitment Commission Percentage would have been
increased to an amount set forth in the table above on the date that such Late
Section 7.01 Financials were required to have been delivered (the "Required
Delivery Date"), then such increased Applicable Commitment Commission Percentage
shall be deemed to be effective as of such Required Delivery Date, and in the
event that the Borrower shall have made any payment of Commitment Commission
during the period from the Required Delivery Date to the actual date of delivery
of such Late Section 7.01 Financials based upon any such lower Applicable
Commitment Commission Percentage, then the Borrower shall pay in the form of a
supplemental Commitment Commission payment, an amount which equals the
difference between the amount of Commitment Commission which would otherwise
have been paid determined as if the Late Section 7.01 Financials were delivered
on the Required Delivery Date and the amount of such Commitment Commission so
paid,

-65-

which supplemental Commitment Commission payment shall be due and payable on the
date of delivery of the Late Section 7.01 Financials.

"Applicable Margin" shall mean, at any time, the margin set forth
below opposite the ratio of (i) Consolidated Indebtedness as of the last day of
the most recent fis cal year or fiscal quarter in respect of which the Banks
shall have received Section 7.01 Financials to (ii) Consolidated EBITDA for the
Test Period ending on the last day of such fiscal year or fiscal quarter (it
being understood that each Applicable Margin shall be in effect from the date
the respective Section 7.01 Financials are delivered to the Banks until the date
the next such Section 7.01 Financials are delivered to the Banks at which time
the Applicable Margin shall be reset in accordance with the foregoing provisions
of this definition):

Consolidated Indebtedness/
Applicable
Consolidated EBITDA Ratio                                     
- --------------------------                                    
Margin   
---------- 

Greater than 2.50:1                                                      1.25%  

Greater than 1.75:1 but less than                                               
or equal to 2.50:1                                                      1.00%  

Greater than 1.50:1 but less than                                               
or equal to 1.75:1                                                      0.75%  

Greater than 1.25:1 but less than                                               
or equal to 1.50:1                                                      0.625% 

Greater than 1.10:1 but less than                                               
or equal to 1.25:1                                                      0.50%  

Greater than 0.75:1 but less than                                               
or equal to 1.10:1                                                     0.3125% 

Less than or equal to 0.75 to 1                                          0.25%

; provided that if any Section 7.01 Financials are not delivered when required
--------                                                                    
and such Late Section 7.01 Financials establish that the Applicable Margin would
have been increased to an amount set forth in the table above on the Required
Delivery Date, then such increased Applicable  Margin shall be deemed to be
effective as of such Required Delivery Date, and in the event that the Borrower
shall have made any interest payment during the period from the Required
Delivery Date to the actual date of delivery of such Late Section 7.01
Financials based upon any such lower Applicable  Margin, then the Borrower shall
pay in the form of a

-66-

supplemental interest payment, an amount which equals the difference between the
amount of interest which would otherwise have been paid determined as if the
Late Section 7.01 Financials were delivered on the Required Delivery Date and
the amount of such interest so paid, which supplemental interest payment shall
be due and payable on the date of delivery of the Late Section 7.01 Financials.

"Approved Alternate Currency" shall mean, with respect to any Trade
Letter of Credit, Canadian Dollars, British Pounds Sterling, Italian Lira,
German Deutsche Marks, Swiss Francs, French Francs, Belgian Francs, Dutch
Guilders, Spanish Pesetas and Japanese Yen, and any other currency other than
Dollars which is approved by the Letter of Credit Issuer in respect of such
Trade Letter of Credit and the Administrative Agent prior to the issuance of
such Trade Letter of Credit.

"Approved Bank" shall have the meaning set forth in the definition of
Cash Equivalents.

"Asset Sale" shall mean any sale, transfer or other disposition by the
Borrower or any of its Subsidiaries to any Person other than the Borrower or any
Wholly-Owned Subsidiary of the Borrower of any asset (including, without
limitation, any capital stock or other securities of another Person, but
excluding any sale, transfer or other disposition by the Borrower or any of its
Subsidiaries of its capital stock or any other securities issued by it) of the
Borrower or such Subsidiary (other than (w) Joint Venture Investments made
pursuant to Section 8.05(m), (x) sales of investments held pursuant to Section
8.05(b), (d), (e), (g), (i), (j), (l) or (o), (y) any sale, transfer or
disposition of inventory and/or excess, worn, outmoded or obsolete equipment in
the ordinary course of business of the Borrower or such Subsidiary and (z) any
other sale, transfer or disposition of assets generating Net Cash Proceeds from
such transaction in an amount which, when added to the Net Cash Proceeds of all
other Asset Sales consummated pursuant to this clause (z), does not exceed
$2,500,000).

"Assignment Agreement" shall have the meaning provided in Section
12.04(b).

"Authorized Officer" shall mean, with respect to any Person, the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Operating Officer, the Chief Financial Officer, any executive vice president,
any senior vice president, any group vice president, any vice president,
treasurer or secretary of such Person.

"Bank" shall have the meaning provided in the first paragraph of this
Agreement, and shall include any Person which becomes a Bank party to this
Agreement in accordance with Section 12.04(b).

"Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any Borrowing or to fund
its portion of any unreim bursed payment under Section 2.02(c) or (ii) a Bank
having notified the Administrative Agent and/or

-67-

the Borrower that it does not intend to comply with the obligations under
Section 1.01 or under Section 2.02(c), in the case of either clause (i) or (ii)
above as a result of the appointment of a receiver or conservator with respect
to such Bank at the direction or request of any regulatory agency or authority.

"Bankruptcy Code" shall have the meaning provided in Section 9.05.

"Base Rate" shall mean the higher of (i) the Federal Funds Rate plus
1/2 of 1% and (ii) the Prime Lending Rate.             

"Base Rate Loan" shall mean each Loan bearing interest at the rates
provided in Section 1.08(a).

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

"Borrowing" shall mean the incurrence of one Type of Loan by the
Borrower from all of the Banks on a pro rata basis on a given date (or resulting
--- ----                                    
from conversions on a given date), having in the case of Eurodollar Loans the
same Interest Period, provided that Base Rate Loans incurred pursuant to Section
--------                                                  
1.10(b) shall be consid ered part of any related Borrowing of Eurodollar Loans.

"Broome County Facility" shall mean the manufacturing facility
established by the Borrower in the town of Union, Broome County, New York.

"Broome County Loan Documents" shall mean all documents, instruments
and agreements entered into by the Borrower in connection with its loan from the
New York State Urban Development Corporation under the Expansion, Retention and
Attraction Assistance Program in connection with the establishment by the
Borrower of the Broome County Facility.

"Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day excluding Saturday, Sunday and any day which shall
be in the City of New York a legal holiday or a day on which banking
institutions are authorized by law or other governmental actions to close and
(ii) with respect to all notices and determina tions in connection with, and
payments of principal and interest on, Eurodollar Loans, any day which is a
Business Day described in clause (i) and which is also a day for trading by and
between banks in Dollar deposits in the London interbank Eurodollar market.

"Capital Expenditures" shall mean, for any period, the aggregate of
all expenditures (whether paid in cash or accrued as liabilities, including
Capitalized Lease Obligations but, in any event, excluding interest capitalized
in accordance with GAAP), by the Borrower and its Subsidiaries during that
period that, in conformity with GAAP, are or are

-68-

required to be included in the property, plant or equipment reflected in the
consolidated balance sheet of the Borrower and its Subsidiaries.

"Capital Lease," as applied to any Person, shall mean any lease of any
property (whether real, personal or mixed) by that Person as lessee which, in
conformity with GAAP, is accounted for as a capital lease on the consolidated
balance sheet of that Person.

"Capitalized Lease Obligations" shall mean all obligations under
Capital Leases of the Borrower and its Subsidiaries in each case taken at the
amount thereof accounted for as liabilities in accordance with GAAP.

"Captive Insurance Subsidiary" shall mean AMETEK (Bermuda) Ltd., a
corporation organized and existing under the laws of Bermuda.

"Cash Collateral Account" shall have the meaning provided in Section
4.02(A)(a).

"Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
--------                                             
States of America is pledged in support thereof) having maturities of not more
than five years from the date of acquisition, (ii) Dollar denominated time
deposits, certificates of deposit and bankers acceptances of (x) any Bank that
is a commercial bank having capital and surplus in excess of $500,000,000 or (y)
any bank whose short-term commercial paper rating from S&P is at least A-1 or
the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof
(any such Bank or bank, an "Approved Bank"), in each case with maturities of not
more than six months from the date of acquisition, (iii) commercial paper issued
by any Approved Bank or by the parent company of any Approved Bank and
commercial paper issued by, or guaranteed by, any industrial or financial
company with a short-term commercial paper rating of at least A-1 or the
equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody's,
or guaranteed by any industrial company with a long term unsecured debt rating
of at least A or A2, or the equivalent of each thereof, from S&P or  Moody's, as
the case may be, and in each case maturing within one year after the date of
acquisition, (iv) any fund or funds investing solely in investments of the type
described in clauses (i) through (iii) above, (v) shares of money market or
mutual or similar funds having assets in excess of $100,000,000 investing solely
in debt securities with maturities of less than one year and (vi) debt
securities with a rating of at least A or A2, or the equiv alent of each
thereof, from S&P or Moody's, as the case may be, of public companies which (x)
are freely tradeable without restriction on a stock exchange or through a
nationally recognized automated quotation system, (y) are purchased and held as
current assets and not for investment and (z) have a maturity of not more than
five years from the issuance thereof.

"Cash Proceeds" shall mean, with respect to any sale, lease, transfer
or other disposition of assets, the aggregate cash payments in connection
therewith (including any cash

-69-

received by way of deferred payment pursuant to a note receivable issued in
connection therewith, other than the portion of such deferred payment
constituting interest, and including any amounts received under any noncompete
or similar agreement or as dis bursement or withdrawals from any escrow or
similar account established in connection with any such sale, lease, transfer or
other disposition, but, in each such case, only as and when so received).

"CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended from time to time, 42 U.S.C.
(S) 9601 et seq.
-- ----

"Change of Control" shall mean (i) any "change of control" or similar
event shall occur under any Senior Note Document or any other agreements
governing or evidencing Indebtedness of the Borrower or any of its Subsidiaries
(including, without limitation, Permitted Refinancing Debt, if any) or (ii) any
Person or group (as such term is defined in Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) shall have
acquired, directly or indirectly, beneficial ownership (as such term is defined
in Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the
outstanding Voting Stock of the Borrower.

"Chase" shall mean The Chase Manhattan Bank, N.A., and any successor
corporation thereto by merger, consolidation or otherwise.

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

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

"COLI Policy" shall mean a corporate owned life insurance policy held
by the Borrower with respect to certain of its employees.

"Collective Bargaining Agreement" shall have the meaning provided in
Section 5.01(i).

"Commitment" shall mean, with respect to each Bank, the amount set
forth opposite such Bank's name in Part A of Schedule I hereto directly below
the column entitled "Commitment," as the same may be (x) reduced from time to
time pursuant to Section 3.02, 3.03 and/or 9 or (y) adjusted from time to time
as a result of assignments to or from such Bank pursuant to Section 12.04.

-70-

"Commitment Commission" shall have the meaning provided in Section
3.01(a).

"Commodities Agreement" shall mean any forward contract, futures
contract, commodity price swap, option contract or similar agreement or
arrangement, in each case intended to protect the Persons entering into same
from fluctuations in the price of, or shortage of supply of, products or other
materials utilized in the businesses permitted by Section 8.08.

"Common Stock" shall mean the Common Stock, par value $1.00 per share,
of the Borrower.

"Common Stock Repurchase" shall mean, collectively, the repurchase of
Common Stock by the Borrower pursuant to open market and/or privately negotiated
purchases and/or a cash tender offer in accordance with the provisions of
Section 8.06(b).

"Consolidated Capital Funds" shall mean, as at any date of
determination, the sum of (i) Consolidated Indebtedness outstanding on such date
and (ii) the Consolidated Net Worth at such date.

"Consolidated Cash Interest Expense" shall mean, for any period,
Consolidated Interest Expense for such period but only to the extent such
Consolidated Interest Expense is payable in cash for such period.

"Consolidated EBIT" shall mean, for any period, the sum of, without
duplication, the amounts for such period of (i) the Consolidated Net Income of
the Borrower and its Subsidiaries, (ii) provisions for taxes based on income,
(iii) Consolidated Interest Expense, and (iv) the amount of any increase in the
Borrower's LIFO reserve (exclusive of any portion thereof attributable to sales
of assets) during such period (and minus any decrease in the Borrower's LIFO
reserve (exclusive of any portion thereof attributable to sales of assets)
during such period), without giving effect to the amount for such period of
gains or losses on sales of assets (excluding sales in the ordinary course of
business other than sales of equipment) and other extraordinary or nonrecurring
gains or losses, in each case, to the extent included in determining
Consolidated Net Income for such period, all as determined on a consolidated
basis for the Borrower and its Subsidiaries.

"Consolidated EBITDA" shall mean, for any period, the sum (without
duplication) of the amounts for such period of (i) Consolidated EBIT, (ii)
depreciation expense, (iii) amortization expense and (iv) other non-cash charges
(excluding any non-cash charges recorded in connection with any restructuring of
the Borrower or any of its Subsidiaries), in the case of each of clauses (ii)-
(iv) above to the extent deducted in determining Consolidated EBIT for such
period, all as determined on a consolidated basis for the Borrower and its
Subsidiaries.

-71-

"Consolidated Fixed Charges" shall mean, for any period, the sum,
without duplication, of the amounts for such period of (i) Consolidated Cash
Interest Expense, (ii) the payment of all cash income taxes, (iii) all cash
Dividends paid during such period and (iv) the scheduled principal amount of all
amortization payments on all Indebtedness other than Loans (except that
Scheduled Commitment Reductions shall be included in determining Consolidated
Fixed Charges for such period to the extent any repayment is required by Section
3.03(b) whether or not such repayments are made), and the principal portion of
rentals under Capitalized Lease Obligations; all as determined on a consolidated
basis for the Borrower and its Subsidiaries.

"Consolidated Indebtedness" shall mean all Indebtedness of the
Borrower and its Subsidiaries required to be accounted for as debt in accordance
with GAAP, determined on a consolidated basis, other than Indebtedness evidenced
by Intercompany Notes.

"Consolidated Interest Expense" shall mean, for any period, total
interest expense (including that attributable to Capital Leases in accordance
with GAAP) of the Borrower and its Subsidiaries determined on a consolidated
basis with respect to all outstanding Indebtedness of the Borrower and its
Subsidiaries, including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs (i.e., costs minus benefits) under Interest
----                                      
Rate Protection Agreements, but excluding, however, amortization of deferred
financing costs to the extent included in total interest expense, all as
determined on a consolidated basis, in each case net of the total interest
income (excluding non-cash interest income on investments issued with original
issue discount) of the Borrower and its Subsidiaries for such period, determined
on a consolidated basis.

"Consolidated Net Income" shall mean, for any period, net after tax
income (or loss) of the Borrower and its Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP.

"Consolidated Net Worth" shall mean, as at any date of determination,
the stockholders' equity of the Borrower (after deducting treasury stock) as
determined in accordance with GAAP and as would be reflected on a consolidated
balance sheet of the Borrower prepared as of such date.

"Contingent Obligations" shall mean as to any Person (i) 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, (a) to purchase any such primary obligation or any
prop erty constituting direct or indirect security therefor, (b) to advance or
supply funds (x) for the purchase or payment of any such primary 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 

-72-

obligor, (c) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (d) otherwise
to assure or hold harmless the owner of such primary obligation against loss in
respect thereof and (ii) any Interest Rate Protection Agreement, Currency
Agreement and Commodities Agreement; 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.

"Credit Documents" shall mean this Agreement, the Notes and the
Subsidiary Guaranty.

"Credit Event" shall mean the making of a Loan or the issuance of a
Letter of Credit.

"Credit Party" shall mean each of the Borrower and each Subsidiary
Guarantor.

"Creditors" shall have the meaning provided in the Subsidiary
Guaranty.

"Currency Agreement" shall mean any foreign exchange contract,
currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement designed to protect the Persons entering into same
against fluctuations in currency values.

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

"Deferred Repayment Amount" shall mean, with respect to any
Reinvestment Event, the aggregate amount that (i) would have been applied to
repay the Loans pursuant to Section 4.02(A)(b), (d) or (e) had not the Borrower
delivered a Reinvest ment Notice and (ii) is not so applied to repay the Loans
as a result of being designated as an Anticipated Reinvestment Amount in such
Reinvestment Notice so delivered.

"Designated Parties shall have the meaning provided in Section 9.04.

"Dividends" shall have the meaning provided in Section 8.06.

"Documents" shall mean the Credit Documents and the Transaction
Documents.

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

-73-

"Domestic Subsidiary" shall mean each Subsidiary of the Borrower
incorporated or organized in the United States or any state or territory
thereof (other than AMETEK (FSC) Inc.).

"Effective Date" shall have the meaning provided in Section 12.10.

"Eligible Assignee" shall have the meaning provided in Section
12.04(b).

"Employment Agreements" shall have the meaning provided in Section
5.01(i).

"Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigations or proceedings relating in
any way to any Environmental Law or any permit issued, or any approval given,
under any such Environmental Law (hereafter, "Claims"), including, without
limitation, (a) any and all Claims by governmental or regu latory authorities
for enforcement, cleanup, removal, response, remedial or other actions or
damages pursuant to any applicable Environmental Law, and (b) any and all Claims
by any third party seeking damages, contribution, indemnification, cost
recovery, compensation or injunctive relief resulting from Hazardous Materials
arising from alleged injury or threat of injury to health, safety or the
environment.

"Environmental Law" shall mean any applicable Federal, state, foreign
or local statute, law, rule, regulation, ordinance, code, guideline, written
policy and rule of common law now or hereafter in effect and in each case as
amended, and any judicial or administrative interpretation thereof, including
any judicial or administrative order, consent decree or judgment, relating to
the environment, health, safety or Hazardous Materials, including, without
limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, as amended,
33 U.S.C. (S) 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. (S) 7401
-- ----                                                      
et seq.; the Clean Air Act, 42 U.S.C. (S) 7401 et seq.; the Safe Drinking Water
- -- ----                                        -- ----                         
Act, 42 U.S.C. (S) 3808 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. (S)
-- ----                                              
2701 et seq.; the Emergency Planning and the Community Right-to-Know Act of
-- ----                                                               
1986, 42 U.S.C. (S) 11001 et seq.; the Hazardous Material Transportation Act, 49
-- ----
U.S.C. (S) 1801 et seq.; the Occupa tional Safety and Health Act, 29 U.S.C. (S)
-- ---- 
65 et seq.; and any applicable state and local or foreign counterparts or 
-- ----
equivalents.

"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 any subsequent provisions of ERISA, amendatory
thereof, supplemental thereto or substituted therefor.

"ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Borrower or any Subsidiary of the Borrower
would be deemed to be a "single employer" within the meaning of Section 414(b),
(c), (m) or (o) of the Code.

-74-

"Eurodollar Loans" shall mean each Loan bearing interest at the rates
provided in Section 1.08(b).

"Eurodollar Rate" shall mean with respect to each Interest Period for
a Eurodollar Loan, the offered quotation to first-class banks in the London
interbank Euro dollar market by the Administrative Agent for Dollar deposits of
amounts in same day funds comparable to the outstanding principal amount of the
Eurodollar Loan of the Administrative Agent for which an interest rate is then
being determined with maturities comparable to the Interest Period to be
applicable to such Eurodollar Loan, determined as of 10:00 A.M. (London time) on
the date which is two Business Days prior to the commencement of such Interest
Period.

"Event of Default" shall have the meaning provided in Section 9.

"Existing Credit Agreement" shall have the meaning provided in the
recitals to this Agreement.

"Existing Interest Rate Protection Agreements" shall have the meaning
provided in Section 6.24.

"Existing Letters of Credit" shall mean all letters of credit issued
by PNC for the account of the Borrower under the Existing Credit Agreement as
set forth as item 10 on Schedule VII hereto and outstanding on the Initial
Borrowing Date and which are to remain outstanding after the Initial Borrowing
Date solely as the obligation of PNC in accordance with Section 5.01(e).

"Federal Funds Rate" shall mean for any period, a fluctuating interest
rate equal for each day during such period to the weighted average of the rates
on overnight Federal Funds transactions with members of the Federal Reserve
System arranged by Federal Funds brokers, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day which
is a Business Day, the average of the quota tions for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

"Fees" shall mean all amounts payable pursuant to, or referred to in,
Section 3.01.

"Final Maturity Date" shall mean August 2, 2000.

"Fixed Charge Coverage Ratio" for any period shall mean the ratio of
(i) Consolidated EBITDA for such period less all Capital Expenditures paid in
cash during such period to (ii) Consolidated Fixed Charges for such period.

-75-

"Foreign Pension Plan" means any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained outside the United States of America by the Borrower or any one or
more of its Subsidiaries primarily for the benefit of employees of the Borrower
or any such Subsidiary residing outside the United States of America, which
plan, fund or other similar program provides, or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon
termination of employment, and which plan is not subject to ERISA or the Code.

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

"Foreign Subsidiary Guaranty" shall have the meaning provided in
Section 7.13.

"GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect on the date of this Agreement; it being
understood and agreed that determinations in accordance with GAAP for purposes
of Section 8, including defined terms as used therein, are subject (to the
extent provided therein) to Section 12.07(a).

"Hazardous Materials" means (a) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is friable, urea formaldehyde
foam insulation, transformers or other equipment that contained or contains,
electric fluid contain ing levels of polychlorinated biphenyls, and radon gas;
(b) any chemicals, materials or sub stances defined as or included in the
definition of "hazardous substances," "hazardous waste," "hazardous materials,"
"extremely hazardous waste," "restricted hazardous waste," "toxic substances,"
"toxic pollutants," "contaminants," or "pollutants," or words of similar import,
under any applicable Environmental Law; and (c) any other chemical, material or
substance, exposure to which is prohibited, limited or regulated by any
Environmental Law.

"Indebtedness" of any Person shall mean without duplication (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase price
of assets or services payable to sellers thereof or any of such seller's
assignees which in accordance with GAAP would be shown on the liability side of
the balance sheet of such Person, (iii) the Stated Amount of all letters of
credit issued for the account of such Person and, without duplication, all
drafts drawn thereunder, (iv) all Indebtedness of a second Person secured by any
Lien on any property owned by such first Person, whether or not such
indebtedness has been assumed, (v) all Capitalized Lease Obligations of such
Person, (vi) all obligations of such Person to pay a specified purchase price
for goods or services whether or not delivered or accepted, i.e., take-or-pay
----             
and similar obligations, and (vii) all Contingent Obligations of such Person,
provided that Indebtedness shall not include trade payables and accrued
- --------                                                               
expenses, in each case arising in the ordinary course of business.

-76-

"Initial Borrowing Date" shall mean a date, which shall in any event
occur not later than the Expiration Date, upon which the initial Borrowing of
Loans occurs.

"Insurance Proceeds" shall mean, with respect to any Recovery Event,
the aggregate cash payments received by the Borrower or any of its Subsidiaries
in respect of such Recovery Event (including any cash payments received in
respect of any condemnation award or the exercise of any power of eminent
domain).

"Intercompany Loan" shall have the meaning provided in Section
8.05(g).

"Intercompany Notes" shall mean promissory notes, in the form of
Exhibit F, evidencing Intercompany Loans.

"Interest Period", with respect to any Eurodollar Loan, shall mean the
interest period applicable thereto, as determined pursuant to Section 1.09.

"Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, any interest rate cap agreement, any interest rate collar agreement
or any other similar agreement or arrangement designed to hedge the risks for a
Person with respect to, or otherwise manage, interest rates.

"Joint Venture Investments" shall mean any investment, capital
contribution, advance, loan, or guaranty, or any other investment by the
Borrower or any of its Subsidi aries in a joint venture related to any business
permitted by Section 8.08.

"Joint Venture Letter of Credit Outstandings" shall mean at any time
the aggregate amount of Letter of Credit Outstandings at such time in respect of
Letters of Credit issued on behalf of any Permitted Joint Venture.

"Late Section 7.01 Financials" shall have the meaning provided in the
definition of Applicable Commitment Commission Percentage set forth in this
Section 10.

"L/C Facing Fee" shall have the meaning provided in Section 3.01(c).

"L/C Fee" shall have the meaning provided in Section 3.01(b).

"Leasehold" of any Person means all of the right, title and interest
of such Person as lessee or licensee in, to and under leases or licenses of
land, improvements and/or fixtures.

"Letter of Credit" shall have the meaning provided in Section 2.01(a).

-77-

"Letter of Credit Issuer" shall mean (x) Chase and (y) with the
consent of the Administrative Agent and the Borrower, any other Bank, to the
extent such Bank agrees, in its sole discretion, to become a Letter of Credit
Issuer for the purpose of issuing Letters of Credit pursuant to Section 2.

"Letter of Credit Outstandings" shall mean, at any time, the sum of,
without duplication, (i) the aggregate Stated Amount of all outstanding Letters
of Credit and (ii) the aggregate amount of all Unpaid Drawings in respect of all
Letters of Credit; provided, however, that for purposes of Sections 1.01,
--------  -------                                     
2.01(b)(i), 4.02(A)(a) and 4.02(B)(a), and the definitions of "Joint Venture
Letter of Credit Outstandings" and "Total Unutilized Commit ment," in
determining the Letter of Credit Outstandings, the Stated Amount of any
outstanding Trade Letter of Credit denominated in an Approved Alternate Currency
shall be deemed to be an amount equal to 120% of the maximum available amount to
be drawn under such Trade Letter of Credit (regardless of whether any conditions
for drawing could then be met).

"Letter of Credit Request" shall have the meaning provided in Section
2.03(a).

"Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement, any financing or similar statement or notice filed
under the UCC or any similar recording or notice statute or any lease in the
nature thereof).

"Loan" shall have the meaning provided in Section 1.01.

"Management Agreements" shall have the meaning provided in Section
5.01(i).

"Margin Stock" shall have the meaning provided in Regulation U.

"Material Adverse Effect" shall mean a material adverse effect on the
business, operations, properties, assets, liabilities or condition (financial or
otherwise) of the Borrower and its Subsidiaries taken as a whole.

"Material Subsidiary" shall mean any Domestic Subsidiary having gross
assets with a fair market value (reasonably determined by senior management of
the Borrower in good faith) of at least $3,000,000 and/or Consolidated EBITDA
for the last four fiscal quarters of at least $750,000 (for purposes of this
definition Consolidated EBITDA shall be calculated for such Subsidiary on a
stand-alone basis notwithstanding anything to the contrary contained in the
definition thereof or in any other definition used in the calculation thereof);
provided, however, that in any event the term Material Subsidiary shall include
- --------  -------                                                              
any Domestic Subsidiary which constitutes a "Significant Subsidiary" under and
as defined in the Senior Note Indenture regardless of whether the above
conditions are satisfied.

-78-

"Minimum Assignment Amount" shall mean, with respect to any assignment
by any Bank of its Loans or Commitment hereunder, an amount equal to $5,000,000.

"Minimum Borrowing Amount" shall mean (i) for Base Rate Loans,
$1,000,000, and (ii) for Eurodollar Loans, $5,000,000.

"Moody's" shall mean Moody's Investors Services, Inc.

"Multiemployer Plan" shall have the meaning provided in Section
6.13(a).

"Net Cash Proceeds" shall mean, with respect to any Asset Sale, the
Cash Proceeds resulting therefrom net of (a) cash expenses of sale (including,
without limitation, payment of principal, premium and interest on Indebtedness
and other liabilities other than the Loans) and (b) taxes paid or payable as a
result thereof over and above the taxes which would otherwise have been payable
in the absence of such Asset Sale.

"Net Equity Issuance Proceeds" shall mean the cash proceeds (net of
underwriting discounts and commissions and other reasonable costs associated
therewith) received from the sale of equity.

"Net Insurance Proceeds" shall mean the Insurance Proceeds received by
the Borrower and/or its Subsidiaries with respect to any Recovery Event net of
reasonable costs and expenses associated therewith (including payment of
principal, premium and interest of Indebtedness other than the Loans, required
to be, and which is, repaid under the terms thereof as a result of such Recovery
Event).

"Non-Facility Letter of Credit Agreement" shall mean the Credit
Agreement, dated August 2, 1995, entered into between PNC Bank, National
Association and the Borrower, in connection with the Non-Facility Letters of
Credit.

"Non-Facility Letters of Credit" shall mean (i) each standby letter of
credit (other than any Standby Letter of Credit issued pursuant to this
Agreement) issued by PNC (including, without limitation, all Existing Letters of
Credit) for the account of the Borrower and for the benefit of any holder (or
any trustee, agent or other similar representative for any such holders) of
insurance obligations, workers compensation, bonding obligations in respect of
taxes, licenses and similar requirements or obligations in respect of
commodities purchased by the Borrower or any of its Subsidiaries in the ordinary
course of their respective businesses and not for speculative purposes (to the
extent consistent with the practices of the Borrower and its Subsidiaries prior
to the Effective Date), in each case of the Borrower or any of its Subsidiaries
and (ii) each trade letter of credit (other than Trade Letters of Credit issued
pursuant to this Agreement) issued by PNC for the account of the Borrower and
for the benefit of sellers of goods to the Borrower or any of its Subsidiaries
in support of commercial transactions of the Borrower or any of its
Subsidiaries.

-79-

"Note" shall have the meaning provided in Section 1.05(a).

"Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

"Notice of Conversion" shall have the meaning provided in Section
1.06.

"Notice Office" shall mean the office of the Administrative Agent at
One Chase Manhattan Plaza, New York, New York 10081, or such other office as the
Administrative Agent may designate in writing to the Borrower and the Banks from
time to time.

"Notice of Prepayment" shall have the meaning set forth in Section
4.01.

"Obligations" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
the Administrative Agent, any Co-Agent or any Bank pursuant to the terms of this
Agreement or any other Credit Document.

"Participating Bank" shall have the meaning set forth in Section 2.02.

"Payment Office" shall mean the office of the  Administrative Agent at
One Chase Manhattan Plaza, New York, New York 10081, or such other office as the
Administrative Agent may designate in writing to the Borrower and the Banks from
time to time.

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

"Pension Plan Refund" shall mean any cash payments (net of reasonable
costs associated therewith, including income, excise and other taxes payable
thereon) received by the Borrower and/or any of its Subsidiaries from any return
of any surplus assets from any single Plan (other than any such refund the cash
payment received with respect to which, when added to the cash payments received
from all other such refunds from any such Plan in the same fiscal year as such
refund, does not exceed $400,000).

"Percentage" shall mean at any time for each Bank, the percentage
obtained by dividing such Bank's Commitment by the Total Commitment, provided
--------
that if the Total Commitment has been terminated, the Percentage of each Bank
shall be determined by dividing such Bank's Commitment immediately prior to such
termination by the Total Commitment immediately prior to such termination.

"Permitted Acquisition" shall have the meaning set forth in Section
8.01(i).

-80-

"Permitted AMETEK Italia Acquisition" shall mean the acquisition by
AMETEK Italia of a business involving the design, manufacture and/or sale of
motors, effected in compliance with the terms and conditions of Section 8.01(i).

"Permitted AMETEK Italia Debt" shall mean Indebtedness of AMETEK
Italia denominated in Dollars, Italian Lira or German Deutsche Marks, the
proceeds of which are used to finance working capital requirements of AMETEK
Italia and/or to make Capital Expenditures in the ordinary course of its
business, provided that (A) no such Indebtedness shall be guaranteed by the
--------                                                         
Borrower or any of its Subsidiaries, (B) any such Indebtedness shall be non-
recourse to the Borrower and its Subsidiaries (other than AMETEK Italia) and (C)
no Permitted AMETEK Italia Debt may be incurred or assumed which contains any
provision in the documents governing or evidencing the same which, in the
reasonable opinion of the Administrative Agent, would permit a default or event
of default to occur under such Permitted AMETEK Italia Debt based upon the
occurrence of a Default or Event of Default under this Agreement unless any such
Event of Default has resulted in an acceleration under this Agreement. It is
understood and agreed that the aggregate Dollar amount of Permitted AMETEK
Italia Debt outstanding at any time shall be determined at the spot exchange
rate for the currency in question at such time of determination. The incurrence
of Permitted AMETEK Italia Debt shall be deemed to be a representation and
warranty by the Borrower that all conditions thereto have been satisfied and
that same is permitted in accordance with the terms of this Agreement, which
representation and warranty shall be deemed to be a representation and warranty
for all purposes hereunder, including, without limitation, Sections 5.02 and 9.

"Permitted Captive Insurance Investments" shall mean any investments
currently held by the Captive Insurance Subsidiary and any other investment made
by the Captive Insurance Subsidiary in compliance with the applicable laws and
regulations governing the Captive Insurance Subsidiary in its capacity as a
captive insurance entity.

"Permitted Commodities Agreement" shall mean any Commodities Agreement
entered into in the ordinary course of business by the Borrower and/or any of
its Subsidiaries and not for speculative purposes, to the extent consistent with
the practices of the Borrower and its Subsidiaries prior to the Effective Date.

"Permitted Currency Agreement" shall mean any Currency Agreement
entered into in the ordinary course of business by the Borrower or any
Subsidiary of the Borrower and not for speculative purposes, to the extent
consistent with the practices of the Borrower and its Subsidiaries prior to the
Effective Date.

"Permitted Earn-Out Debt" shall mean Indebtedness of the Borrower or
any of its Subsidiaries incurred in connection with a Permitted Acquisition and
in accordance with Section 8.01(i), which Indebtedness is not secured by any
assets of the Borrower or any of its Subsidiaries (including, without
limitation, the assets so acquired) and is only payable by the Borrower and its
Subsidiaries in the event certain future performance goals are achieved with

-81-

respect to the assets acquired; provided that, such Indebtedness shall only
--------                                   
constitute Permitted Earn-Out Debt to the extent the terms of such Indebtedness
expressly limit the maximum potential liability of the Borrower and its
Subsidiaries with respect thereto and all such other terms shall be in form and
substance reasonably satisfactory to the Administrative Agent.

"Permitted Existing Indebtedness" shall have the meaning provided in
Section 6.19.

"Permitted Existing Indebtedness Agreements" shall have the meaning
provided in Section 5.01(i).

"Permitted Existing Investments" shall mean the investments held by
the Borrower and its Subsidiaries as of the Effective Date and listed on
Schedule IX hereto, but only to the respective date, if any, set forth on such
Schedule IX for the liquidation of any such Permitted Existing Investment.

"Permitted Foreign Investments" shall mean, with respect to any
Foreign Subsidiary, (i) government obligations of the country of such Foreign
Subsidiary's organization, in each case with maturities of not greater than one
year and (ii) investments by such Foreign Subsidiary in banks or other financial
institutions that are not otherwise provided for in the definition of Cash
Equivalents to the extent necessitated by commercial trade requirements or due
to a lack of approved bank investment alternatives as individually approved by a
Senior Financial Officer of the Borrower, in each case, with maturities of less
than six months.

"Permitted Foreign Subsidiary WC Debt" shall mean Indebtedness of a
Foreign Subsidiary (other than AMETEK Italia) the proceeds of which are used to
finance working capital requirements of such Foreign Subsidiary, provided that
--------     
(A) no such Indebtedness shall be guaranteed by the Borrower or any of its
Subsidiaries (other than other Foreign Subsidiaries, except for AMETEK Italia),
(B) any such Indebtedness shall be non-recourse to the Borrower and its
Subsidiaries (other than other Foreign Subsidiaries, except for AMETEK Italia),
and (C) no Permitted Foreign Subsidiary WC Debt may be incurred or assumed which
contains any provision in the documents governing or evidencing the same which,
in the reasonable opinion of the Administrative Agent, would permit a default or
event of default to occur under such Permitted Foreign Subsidiary WC Debt based
upon the occurrence of a Default or Event of Default under this Agreement unless
any such Event of Default has resulted in an acceleration under this Agreement.
It is understood and agreed that the aggregate Dollar amount of Permitted
Foreign Subsidiary WC Debt outstanding at any time shall be determined at the
spot exchange rate for the currency in question at such time of determination.
The incurrence of Permitted Foreign Subsidiary WC Debt shall be deemed to be a
representation and warranty by the Borrower that all conditions thereto have
been satisfied and that same is permitted in accordance with the terms of this
Agreement, which representation and warranty shall be deemed to be a
representation and warranty for all purposes hereunder, including, without
limitation, Sections 5.02 and 9.

-82-

"Permitted Interest Rate Protection Agreements" shall mean any
Interest Rate Protection Agreement entered into in the ordinary course of
business by the Borrower or any Subsidiary of the Borrower and not for
speculative purposes with respect to Indebtedness permitted under Sections
8.03(a), (i) or (j), to the extent consistent with the practices of the Borrower
and its Subsidiaries prior to the Effective Date.

"Permitted Joint Venture" shall mean any Person engaged in business of
the type described in Section 8.08 of which the Borrower shall own, directly or
indirectly, 50% or more, but less than 100%, of the equity and voting interests
and another Person (or group of Persons which acts together in relation to such
Permitted Joint Venture) owns the remaining equity and voting interests.

"Permitted Liens" shall have the meaning provided in Section 8.02(d).

"Permitted Line of Business Sale" shall have the meaning provided in
Section 8.02(f).

"Permitted Materials" shall have the meaning provided in Section
6.16(c).

"Permitted Refinancing Debt" shall mean Indebtedness incurred by the
Borrower, the proceeds of which are used to refinance the Senior Notes or
previously issued Permitted Refinancing Debt, so long as (i) at the time of
incurrence thereof (both before and after giving effect thereto) no Default or
Event of Default then exists, (ii) the aggregate principal amount of such
Permitted Refinancing Debt does not exceed the aggre gate principal amount of
Senior Notes or Permitted Refinancing Debt then outstanding, (iii) the interest
rate on such Permitted Refinancing Debt is no greater than the interest rate on
the Senior Notes or the Permitted Refinancing Debt so refinanced, (iv) the final
maturity of such Permitted Refinancing Debt is no earlier than the final
maturity of the Senior Notes or the Permitted Refinancing Debt so refinanced,
(v) there shall be no scheduled amortization payments on the Permitted
Refinancing Debt prior to March 31, 2004 (vi) no payment or make-whole  premium
or any other similar fee is paid in connection with the refinancing of the
Senior Notes or the Permitted Refinancing Debt so refinanced except the payment
of a premium, if any, up to the amount set forth in the Senior Note Documents as
in effect on the Effective Date, (vii) concurrently with the issuance thereof,
all proceeds thereof shall be deposited with the trustee for the payment of all
or a portion of the Senior Notes or the Permitted Refinancing Debt so refinanced
and (viii) all of the documents evidencing or governing the terms of such
Permitted Refinancing Debt are delivered to the Banks prior to the incurrence of
the Permitted Refinancing Debt and all of the other terms and conditions
thereof, including the covenants, amortization schedules, interest rate, re
demption provisions, maturity, defaults and remedies are in form and substance
satisfactory to, and approved in writing by, the Administrative Agent and the
Required Banks.

-83-

"Permitted Senior Note Repurchase" shall mean the redemption,
repurchase or retirement of any Senior Notes or Permitted Refinancing Debt so
long as no Default or Event of Default then exists at such time or would result
therefrom.

"Person" shall mean any individual, partnership, 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 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), any Credit Party or any of its
Subsidiaries or any ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which any Credit Party or any such
Subsidiary or any ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.

"PNC" shall mean PNC Bank, National Association, and any successor
corporation thereto by merger, consolidation or otherwise.

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

"Projections" shall have the meaning provided in Section 6.11(e).

"RCRA" shall mean the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. (S) 6901 et seq.
-- ----

"Real Property" of any Person shall mean all of the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

"Recovery Event" shall mean the receipt by the Borrower or any of its
Subsidiaries of any Insurance Proceeds payable by reason of theft, physical
destruction or damage or any other similar event (including as a result of any
condemnation proceeding or the exercise of the power of eminent domain) with
respect to any properties or assets of the Borrower or any of its Subsidiaries.

"Refinancing" shall mean (i) the refinancing by the Borrower of, and
the termination by the Borrower of all commitments under, the Existing Credit
Agreement, (ii) the payment of all loans, accrued interest, premiums, fees,
commissions, expenses and other amounts owing in connection with the repayments
described in clause (i) and the release of any guaranties or security in
connection therewith and (iii) the termination of all participant

-84-

payment obligations of all "Banks" under, and as defined in, the Existing Credit
Agreement, in respect of all letters of credit issued under the Existing Credit
Agreement other than PNC as the issuing bank of such letters of credit, with
such letters of credit (which constitute the Existing Letters of Credit) to
remain outstanding after the Initial Borrowing Date pursuant to Section 8.03(d)
solely as obligations of PNC.

"Refinancing Documents" shall mean each of the documents and
agreements entered into in connection with the Refinancing and in connection
with the release of all guaranties and security with respect to the Refinancing
and any consents required in connection therewith.

"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.

"Regulation U" shall mean Regulation U 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 margin requirements.

"Reinvestment Assets" shall mean, with respect to any Asset Sale or
the receipt of any Net Insurance Proceeds from a Recovery Event, assets to be
employed in, and/or the capital stock of any Person engaged in, the types of
businesses permitted in Section 8.08.

"Reinvestment Event" shall mean the consummation of any Asset Sale,
the receipt of any Pension Plan Refund or the receipt of any Net Insurance
Proceeds from a Recovery Event, in each case to the extent the Borrower has
delivered, in connection therewith, a Reinvestment Notice as permitted by
Section 4.02(A)(b), (d) or (e), as the case may be.

"Reinvestment Notice" shall mean a written notice signed by an
Authorized Officer of the Borrower stating that the Borrower, in good faith,
intends and expects to use (directly or through its Subsidiaries) (i) within a
period of not in excess of 12 months all or a specified portion of the Net Cash
Proceeds of an Asset Sale or the Net Insurance Proceeds of a Recovery Event, as
the case may be, to restore, purchase, construct or otherwise acquire
Reinvestment Assets or (ii) within a period of not in excess of 24 months all or
a specified portion of any Pension Plan Refund to fund a replacement Plan in
accordance with Section 4980 of the Code.

"Reinvestment Prepayment Amount" shall mean with respect to any
Reinvestment Event, the Deferred Repayment Amount relating thereto less, (x) in
connection with any Asset Sale or the receipt of any Net Insurance Proceeds any
amount expended by the Affected Company prior to the Reinvestment Prepayment
Date applicable thereto, in furtherance of the restoration, purchase,
construction or other acquisition of Reinvestment Assets or (y) in connection
with the receipt of any Pension Plan Refund, any amount expended

-85-

by the Affected Company prior to the Reinvestment Prepayment Date applicable
thereto, in funding a replacement Plan in accordance with Section 4980 of the
Code, provided, however, in calculating the Reinvestment Prepayment Amount in
--------  -------                    
accordance with this clause (y), any such amount expended and deducted from the
Reinvestment Prepayment Amount in connection with any Reinvestment Event shall
not be deducted in calculating the Reinvestment Prepayment Amount in connection
with any other Reinvestment Event.

"Reinvestment Prepayment Date" shall mean, with respect to any
Reinvestment Event, the earliest of (i) the date, if any, upon which the
Administrative Agent, on behalf of the Required Banks, shall have delivered a
written termination notice to the Borrower, provided that such notice may only
be given while an Event of Default exists, (ii) the date occurring (x) 12 months
after such Reinvestment Event to the extent resulting from an Asset Sale or the
receipt of Net Insurance Proceeds or (y) 24 months after such Reinvestment Event
to the extent resulting from the receipt of any Pension Plan Refund and (iii)
the date on which the Affected Company shall have determined not to, or shall
have otherwise ceased to, (x) proceed with the restoration, purchase,
construction or other acquisition of Reinvestment Assets in connection with such
Reinvestment Event to the extent resulting from an Asset Sale or the receipt of
Net Insurance Proceeds or (y) proceed with the funding of a replacement Plan in
accordance with Section 4980 of the Code in connection with such Reinvestment
Event to the extent resulting from the receipt of a Pension Plan Refund.

"Release" shall mean disposing, discharging, injecting, spilling,
leaking, leaching, dumping, emitting, escaping, emptying, seeping, placing,
releasing, pumping, injecting, depositing, dispersing, migrating and the like,
into or upon land or water or air, or otherwise entering into the indoor or
outdoor environment or into or out of any Real Property, including the movement
of Hazardous Materials through or in the air, soil, surface water, ground water
or property.

"Replaced Bank" shall have the meaning provided in Section 1.13.

"Replacement Bank" shall have the meaning provided in Section 1.13.

"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 Banks whose outstanding  Commitments (or,
if after the Total Commitment has been terminated, outstanding Loans and an
amount equal to their Percentages of Letter of Credit Outstandings, at such
time) constitute at least a majority of the Total Commitment (or, if after the
Total Commitment has been terminated, the total outstanding Loans and an amount
equal to the aggregate Percentages of all Banks of Letter of Credit Outstandings
at such time).

-86-

"Required Delivery Date" shall have the meaning provided in the
definition of Applicable Commitment Commission Percentage set forth in this
Section 10.

"Rights Agreement" shall mean the Rights Agreement, dated as of July
26, 1989 between the Borrower and The Chase Manhattan Bank, N.A., as rights
agent thereunder, as amended, modified or supplemented from time to time.

"S&P" shall mean Standard & Poor's Corporation.

"Scheduled Commitment Reduction" shall have the meaning provided in
Section 3.03(b).

"Scheduled Commitment Reduction Date" shall have the meaning provided
in Section 3.03(b).

"SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

"Section 7.01 Financials" shall mean the financial statements
delivered, or to be delivered, pursuant to Section 7.01(a) or (b).

"Senior Financial Officer" of any Person shall mean the Chief
Financial Officer and any other senior financial officer of such Person
designated as such in writing to the  Administrative Agent by the Chief
Financial Officer of such Person.

"Senior Note Documents" shall mean the Senior Notes, the Senior Note
Indenture and all other documents and agreements entered into in connection
therewith.

"Senior Note Indenture" shall mean the Indenture, dated as of March
15, 1994, among the Borrower and Corestates Bank, N.A., as trustee, as in effect
on the Effective Date and as amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof.

"Senior Notes" shall mean the $150,000,000 aggregate principal amount
of the Borrower's Senior Notes due 2004, as in effect on the Effective Date and
as amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof.

"Shareholders' Agreements" shall have the meaning provided in Section
5.01(i).

"Small Business Sale" shall mean a Permitted Line of Business Sale in
which the aggregate book value (as determined in good faith by senior management
of the Borrower at the time of such Permitted Line of Business Sale) of all the
assets subject to such Permitted Line of Business Sale does not exceed
$2,500,000.

-87-

"Standby Letter of Credit" shall have the meaning set forth in Section
2.01(a).

"Stated Amount" of each letter of credit (including any Letter of
Credit issued hereunder) shall mean the maximum amount available to be drawn
thereunder (regardless of whether any conditions for drawing could then be met);
provided, however, for purposes of Sections 2.01(b)(i) and 2.01(b)(viii) the
- --------  -------                                                           
Stated Amount of any Trade Letter of Credit denominated in an Approved Alternate
Currency shall be an amount equal to 120% of the maximum available amount to be
drawn thereunder (regardless of whether any conditions for drawing could then be
met).

"Stock Option Plans" shall mean the 1981 Employees' Non-Qualified
Stock Option and Stock Appreciation Rights Plan of AMETEK, Inc., as amended; the
1983 Employees' Incentive Stock Option Plan of AMETEK, Inc., as amended; the
1987 Employees' Stock Incentive Plan of AMETEK, Inc., as amended; the 1991 Stock
Incentive Plan of AMETEK, Inc., as amended; and any similar replacement or other
plans which provide for stock options, restricted stock awards, stock
appreciation rights, phantom stock awards and other similar options, awards and
rights established by the Borrower after the Effective Date.

"Subsidiary" of any Person shall mean and include (i) 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 directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time.  Unless otherwise
expressly provided, all references herein to "Subsidiary" shall mean a
Subsidiary of the Borrower.

"Subsidiary Guarantor" shall mean each of (i) each Domestic Subsidiary
of the Borrower existing on the Initial Borrowing Date and (ii) such other
Subsidiaries of the Borrower that become a Subsidiary Guarantor by executing and
delivering to the  Administrative Agent, a counterpart of a Subsidiary Guaranty.

"Subsidiary Guaranty" shall have the meaning provided in Section
5.01(g), and shall also include any Foreign Subsidiary Guaranty when executed
and delivered in accordance with the terms hereof.

"Tax Sharing Agreements" shall have the meaning provided in Section
5.01(i).

"Taxes" shall have the meaning provided in Section 4.04.

"Test Period" shall mean the four consecutive fiscal quarters of the
Borrower then last ended.

-88-

"Total Commitment" shall mean the sum of the Commitments of each of
the Banks.

"Total Unutilized Commitment" shall mean, at any time, the excess, if
any, of (i) the Total Commitment over (ii) the sum of (x) the outstanding
principal amount of all Loans plus (y) the Letter of Credit Outstandings, in
each case at such time.

"Trade Letter of Credit" shall have the meaning set forth in Section
2.01(a).

"Transaction" shall mean the consummation of the Refinancing and
incurrence of Loans and issuance of Letters of Credit, if any, on the Initial
Borrowing Date.

"Transaction Documents" shall mean any Refinancing Documents and all
other documents and instruments relating to or effecting the Transaction.

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

"UCC" shall mean the Uniform Commercial Code.

"Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the actuarial present value of the accumulated plan 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 Treasury Regulations Section 1.412(c)(2)-
1(c)(1).

"Unpaid Drawing" shall have the meaning provided in Section 2.04(a).

"Voting Stock" shall mean the shares of capital stock and any other
securities of any Person entitled to vote generally for the election of
directors of such Person or any other securities (including, without limitation,
rights and options), convertible into, exchangeable into or exercisable for, any
of the foregoing (whether or not presently exercisable, convertible or
exchangeable).

"Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint venture
or other entity in which such Person and/or one or more Wholly-Owned
Subsidiaries of such Person has a 100% equity interest at such time.  For
purposes of this Agreement, AMETEK Hong Kong shall be deemed to be a Wholly-
Owned Subsidiary of the Borrower to the extent that the Borrower owns, directly
or indirectly, at least 98% of the outstanding capital stock and voting
interests thereof.

-89-

"Written" or "in writing" shall mean any form of written communication
or a communication by means of telex, telecopier device, telegraph or cable.

SECTION 11.  The Administrative Agent, Co-Agents, etc..
----------------------------------------
11.01  Appointment.  Each Bank hereby irrevocably designates and
-----------                                              
appoints Chase as Administrative Agent, and each of Bank of Montreal, Corestates
Bank, N.A. and PNC, as a Co-Agent, for such Bank to act as specified herein and
in the other Credit Documents, and each such Bank hereby irrevocably authorizes
Chase as the Administrative Agent, and Bank of Montreal, Corestates Bank, N.A.
and PNC as Co-Agents, for such Bank, to take such action on its behalf under the
provisions of this Agreement and the other Credit Documents and to exercise such
powers and perform such duties as are expressly delegated to the Administrative
Agent or the Co-Agents, as the case may be,  by the terms of this Agreement and
the other Credit Documents, together with such other powers as are reasonably
incidental thereto.  The Administrative Agent and the Co-Agents each agree to
act as such upon the express conditions contained in this Section 11.
Notwithstanding any provision to the contrary elsewhere in this Agreement,
neither the Administrative Agent nor the Co-Agents shall have any duties or
responsibilities, except those expressly set forth herein or in the other Credit
Documents, or any fiduciary relationship with any Bank, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Administrative Agent
or any Co-Agent.  The provisions of this Section 11 are solely for the benefit
of the Administrative Agent, the Co-Agents and the Banks, and neither the
Borrower nor any of its Subsidiaries shall have any rights as a third party
beneficiary of any of the provisions hereof.  In performing its functions and
duties under this Agreement, the Administrative Agent and the Co-Agents each
shall act solely as agent of the Banks and the Administrative Agent and the
Co-Agents each do not assume and shall not be deemed to have assumed any
obligation or relationship of agency or trust with or for the Borrower or any of
its Subsidiaries.

11.02  Delegation of Duties.  The Administrative Agent and the Co-
--------------------                                      
Agents each may execute any of its duties under this Agreement or any other
Credit Document by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties.  The
Administrative Agent and the Co-Agents each shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care except to the extent otherwise required by Section 11.03.

11.03  Exculpatory Provisions.  Neither the Administrative Agent nor
----------------------                                       
any Co-Agent nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Agreement (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Banks for any
recitals, statements, representations or warranties made by the Borrower or any
of its Subsidiaries or any of their respective officers contained in this
Agreement, any other Credit 

-90-

Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent and/or any Co-Agent
under or in connection with, this Agreement or any other Credit Document or for
any failure of the Borrower or any of its Subsidiaries or any of their
respective officers to perform its obligations hereunder or thereunder. Neither
the Administrative Agent nor any Co-Agent shall be under any obligation to any
Bank to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement, or to inspect the
properties, books or records of the Borrower or any of its Subsidiaries. Neither
the Administrative Agent nor any Co-Agent shall be responsible to any Bank for
the effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Agreement or any Credit Document or for any represen
tations, warranties, recitals or statements made herein or therein or made in
any written or oral statement or in any financial or other statements,
instruments, reports, certificates or any other documents in connection herewith
or therewith furnished or made by the Administrative Agent and/or any Co-Agent
to the Banks or by or on behalf of the Borrower or any of its Subsidiaries to
the Administrative Agent and/or any Co-Agent or any Bank or be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default.

11.04  Reliance by the Administrative Agent, Co-Agents, etc.  The
-----------------------------------------------------     
Administrative Agent and the Co-Agents each shall be entitled to rely, and shall
be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Credit Parties), independent accountants and
other experts selected by the Administrative Agent and/or any such Co-Agent. The
Administrative Agent and the Co-Agents each shall be fully justified in failing
or refusing to take any action under this Agreement or any other Credit Document
unless it shall first receive such advice or concurrence of the Required Banks
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Banks against any and all liability and expense which may be incurred by it
by reason of taking or continuing to take any such action. The Administrative
Agent and the Co-Agents each shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement and the other Credit Documents
in accordance with a request of the Required Banks, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Banks.

11.05  Notice of Default.  Neither the Administrative Agent nor any
-----------------                                           
Co-Agent shall be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default hereunder unless it has received notice from a Bank
or the  Borrower or any other Credit Party referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
"notice of default".  In the event that the Administrative Agent or a Co-Agent
receives such a notice, it shall give prompt notice thereof to the Banks.  The

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Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Banks, provided
--------
that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the Banks.

11.06  Non-Reliance on Administrative Agent, Co-Agents and Other
---------------------------------------------------------
Banks. Each Bank expressly acknowledges that neither the Administrative Agent
- -----
nor any Co-Agent nor any of their respective officers, directors, employees,
agents, attorneys-in-fact or affil iates have made any representations or
warranties to it and that no act by the Administrative Agent or any Co-Agent
hereinafter taken, including any review of the affairs of the Borrower or any of
its Subsidiaries, shall be deemed to constitute any representation or warranty
by the Administrative Agent or any Co-Agent to any Bank. Each Bank represents to
the Administrative Agent and the Co-Agents that it has, independently and
without re liance upon the Administrative Agent or any Co-Agent or any other
Bank, and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, assets,
operations, property, financial and other condi tions, prospects and
creditworthiness of the Credit Parties and made its own decision to make its
Loans, and participate in Letters of Credit, hereunder and enter into this
Agreement. Each Bank also represents that it will, independently and without
reliance upon the Administrative Agent or any Co-Agent 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 analysis, appraisals and decisions in
taking or not taking action under this Agreement, and to make such investigation
as it deems necessary to inform itself as to the business, assets, operations,
property, financial and other conditions, prospects and creditworthiness of the
Credit Parties. Neither the Administrative Agent nor any Co-Agent shall have any
duty or responsibility to provide any Bank with any credit or other information
concerning the business, operations, assets, property, financial and other
conditions, prospects or credit worthiness of any Credit Party which may come
into the possession of the Administrative Agent or such Co-Agent or any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates.

11.07  Indemnification.  The Banks agree to indemnify each of the
---------------                                           
Administrative Agent and each Co-Agent in its capacity as such ratably according
to their respective "percentages" as used in determining the Required Banks at
such time (or if the Total Commitment has been terminated and all Loans have
been repaid, their respective "percentages" used in determining the Required
Banks immediately prior to such termination and repayment), from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, reasonable expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Obligations) be imposed on, incurred by or asserted
against the Administrative Agent or such Co-Agent in its capacity as such in any
way relating to or arising out of this Agreement or any other Credit Document,
or any documents contem plated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted to be taken by the
Administrative 

-92-

Agent or such Co-Agent under or in con nection with any of the foregoing, but
only to the extent that any of the foregoing is not paid by the Borrower or any
of its Subsidiaries, provided that no Bank shall be liable to the Administrative
--------                                
Agent or any Co-Agent for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or dis bursements resulting solely from the gross negligence or willful
misconduct of the Administrative Agent or such Co-Agent, as the case may be. If
any indemnity furnished to the Administrative Agent or any Co-Agent for any
purpose shall, in the opinion of the Administrative Agent or such Co-Agent, be
insufficient or become impaired, the Administrative Agent or such Co-Agent may
call for additional indemnity and cease, or not commence, to do the acts
indemnified against until such additional indemnity is furnished. The agreements
in this Section 11.07 shall survive the payment of all Obligations.

11.08  Individual Capacity.  The Administrative Agent and each Co-
-------------------                                       
Agent and their respective affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower or any of its
Subsidiaries as though the Administrative Agent or such Co-Agent were not the
Administrative Agent or a Co-Agent hereunder. With respect to the Loans made by
it and all Obligations owing to it, the Administrative Agent and each Co-Agent
shall have the same rights and powers under this Agreement as any Bank and may
exercise the same as though it were not the Administrative Agent or a Co-Agent
and the terms "Required Banks," "Bank" and "Banks" shall include the
Administrative Agent and each Co-Agent in its individual capacity.

11.09  Resignation; Successors.  The Administrative Agent and/or each
-----------------------                                       
Co-Agent may resign as the Administrative Agent or a Co-Agent, as the case may
be, upon 20 days' notice to the Banks.  To the extent not prohibited by law, the
Administrative Agent shall send a copy of any such resignation notice to the
Borrower.  Upon the resignation of the Administrative Agent (including in its
capacity as a Co-Agent), the Required Banks shall appoint from among the Banks a
successor Administrative Agent for the Banks subject to prior approval by the
Borrower (such approval not to be unreasonably withheld), whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term "Administrative Agent" shall include such
successor agent effective upon its appointment, and the resigning Administrative
Agent's rights, powers and duties as the Administrative Agent shall be
terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement.  After the
retiring Administrative Agent's resignation hereunder as the Administrative
Agent, the provisions of this Section 11 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement.  In the event no successor Administrative Agent has been
appointed by the end of such 20 day period, the resignation of the
Administrative Agent shall become effective and the Required Banks shall perform
the duties of the Administrative Agent until a successor Administrative Agent is
appointed.

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11.10  Holders.  The Administrative Agent and the Co-Agents each may
-------                                                      
deem and treat the payee of any Note as the owner thereof for all purposes
hereof unless and until a written notice of the assignment, transfer or
endorsement thereof, as the case may be, shall have been filed with the
Administrative Agent.  Any request, authority or consent of any Person or entity
who, at the time of making such request or giving such authority or consent, is
the holder of any Note shall be conclusive and binding on any subsequent holder,
transferee, assignee or indorsee, as the case may be, of such Note or of any
Note or Notes issued in exchange thereof.

SECTION 12. Miscellaneous.
-------------                      

12.01  Payment of Expenses, etc.  The Borrower agrees to: (i) whether
-------------------------                                     
or not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent in connection with
the negotiation, preparation, execution and delivery of the Credit Documents and
the documents and instruments referred to therein and any amendment, waiver or
consent relating thereto (including, without limitation, the reasonable fees and
disbursements of White & Case and any consultants retained by the Administrative
Agent) and in connection with the Administrative Agent's syndication efforts
with respect to this Agreement; (ii) pay all reasonable out-of-pocket costs and
expenses of the Administrative Agent and each of the Banks in connection with
the enforcement of the Credit Documents and the documents and instruments
referred to therein (including, without limitation, the reasonable fees and dis
bursements of counsel for the Administrative Agent and for each of the Banks);
(iii) pay and hold each of the Banks 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 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 such Bank) to pay such taxes; and (iv) indemnify
the Administrative Agent, each Co-Agent and each Bank, their respective offi
cers, directors, employees, representatives and agents (each, an "indemnified
person") from and hold each of them harmless against any and all losses,
liabilities, claims, damages or expenses incurred by any of them as a result of,
or arising out of, or in any way related to, or by reason of, regardless of when
any such indemnified matter arises, (a) any invest igation, litigation or other
proceeding (whether or not the Administrative Agent, any Co-Agent or any Bank is
a party thereto) related to the entering into and/or performance of any Document
or the use of the proceeds of any Loans or Letter of Credit hereunder or the
Refinancing or any other aspect of the Transaction or the consummation of any
other trans actions contemplated in any Document, (b) any settlement entered
into in connection with the foregoing to the extent such settlement has been
consented to by the Borrower, which consent shall not be unreasonably withheld
or (c) the actual or alleged presence, generation or Release of Hazardous
Materials on or from, or the transportation of Hazardous Materials to or from,
any Real Property owned or operated at any time by the Borrower or any of its

-94-

Subsidiaries, the non-compliance of any such Real Property with foreign,
federal, state and local laws, regulations, and ordinances (including applicable
permits thereunder) applicable to any such Real Property, or any Environmental
Claim with respect to the Borrower or any of its Subsidiaries or any such Real
Property, in each case including, without limitation, the reasonable fees and
disbursements of counsel and other consultants incurred in connection with any
such investigation, litigation, Environmental Claim or any of such Credit
Party's acts, omissions, business, operations or Real Property, or other pro
ceeding (but excluding any such losses, liabilities, claims, damages or expenses
to the extent incurred by reason of the gross negligence or willful misconduct
of the indemnified person). To the extent that the undertaking to indemnify and
hold harmless set forth in this Section 12.01 may be unenforceable because it is
violative of any law or public policy as determined by a final judgment of a
court of competent jurisdiction, the Borrower shall make the maximum
contribution to the payment and satisfaction of each of the liabilities giving
rise to claims under the indemnification provisions of this 12.01 which is
permissible under applicable law.

12.02  Right of Setoff.  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 Bor rower or any of its Subsidiaries
or to any other Person, any such notice being hereby ex pressly 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 such Bank (including,
without limitation, by branches and agencies of such Bank wherever located) to
or for the credit or the account of the Borrower or any of its Subsidiaries
against and on account of the Obligations and liabilities of the Borrower or any
of its Subsidiaries to such Bank under this Agreement or under any of the other
Credit Documents, including, without limitation, all interests in Obligations of
the Borrower purchased by such Bank pursuant to Section 12.06(b), and all other
claims of any nature or description arising out of or connected with this
Agreement or any other Credit Document, irrespective of whether or not such Bank
shall have made any demand hereunder and although said Obligations, liabilities
or claims, or any of them, shall be contingent or unmatured.  Each Bank shall
promptly notify the Borrower in writing after exercising any of its rights
pursuant to this Section 12.02.

12.03  Notices.  Except as otherwise expressly provided herein, all
-------                                                     
notices and other communications provided for hereunder shall be in writing and
mailed, tele graphed, telexed, telecopied, cabled or delivered, if to the
Borrower, at the address specified opposite its signature below; if to any Bank,
at its address specified for such Bank specified on Part B of Schedule I hereto;
if to the Administrative Agent, at its Notice Office; or, at such other address
as shall be designated by any party in a written notice to the other parties
hereto.  All such notices and communications shall be mailed, telegraphed,
telexed, telecopied, or cabled or sent by overnight courier, and shall be
effective when received.

12.04  Benefit of Agreement.  (a)  This Agreement shall be binding
--------------------                                       
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; provided that the Borrower may not assign or
--------                                    
transfer any of its rights or obligations hereunder (except as expressly
provided herein) without the prior written consent of the Banks.  

-95-

Each Bank may at any time grant participations in any of its rights hereunder or
under any of the Notes to a Person that is a commercial bank, other financial
institution, mutual fund or "Accredited Investor" as such term is defined in
Regulation D of the Securities Act of 1933, as amended, provided that in the
--------
case of any such partici pation, the participant shall not have any rights under
this Agreement or any of the other Credit Documents (the participant's rights
against such Bank in respect of such participation to be those set forth in the
agreement executed by such Bank in favor of the participant relating thereto)
and all amounts payable by the Borrower hereunder shall be determined as if such
Bank had not sold such participation, except that the participant shall be
entitled to the benefits of Sections 1.10, 1.11, 2.05, and 4.04 of this
Agreement to the extent that such Bank would be entitled to such benefits if the
participation had not been entered into or sold, and provided further, that no
----------------
Bank shall transfer, grant or assign any participation under which the
participant shall have rights to approve any amendment to or waiver of this
Agreement or any other Credit Document except to the extent such amendment or
waiver would (i) extend the final scheduled maturity of any Loan or Note in
which such participant is participating (it being understood that any waiver of
an installment on, the application of any prepayment or the method of any
application of any prepayment to the amortization of the Loans shall not
constitute an extension of the final scheduled maturity date) or reduce the rate
or extend the time of payment of interest or Fees thereon (except in connection
with a waiver of the applicability of any post-default increase in interest
rates), or reduce the principal amount thereof, or increase such participant's
participating interest in any Commitment 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, or a mandatory prepayment, shall
not constitute a change in the terms of any Commitment and that an increase in
any Commitment shall be permitted without the consent of any participant if such
participant's participation is not increased as a result thereof), or (ii)
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement or any other Credit Document (except as
expressly provided herein or therein).

(b)  Notwithstanding the foregoing, (x) any Bank may assign all or a
portion of its Loans and/or Commitment and its rights and obligations hereunder
to its parent com pany and/or any affiliate of such Bank which is at least 50%
owned by such Bank or its parent company or to one or more Banks and (y) any
Bank may assign a portion, in an amount equal to at least the Minimum Assignment
Amount (or the remaining balance there of if less) of its Loans and/or
Commitment and its rights and obligations hereunder to a Person that is a
commercial bank, other financial institution, mutual fund or "Accredited
Investor" as such term is defined in Regulation D of the Securities Act of 1933,
as amended (each an "Eligible Assignee"), each of which Eligible Assignees shall
be reasonably accept able to the Administrative Agent and the Borrower and shall
become a party to this Agreement as a Bank prior to or after the Initial
Borrowing Date by executing an assign ment agreement substantially in the form
of Exhibit H hereto, appropriately completed (an "Assignment Agreement") with
the assigning Bank, provided that, in each case, (i) at such time Schedule I
--------                                                
shall be deemed to have been modified to reflect the Commitment of such new Bank
and of the existing Banks, (ii)  if requested by such new Bank or the assigning
Bank, the Borrower shall issue new Notes to 

-96-

such new Bank and to the assigning Bank in conformity with the requirements of
Section 1.05 to the extent needed to reflect the revised Commitments, and (iii)
the Administrative Agent shall have received at the time of each such assignment
from either the assigning or assignee Bank the payment of a nonrefundable
assignment fee of $3,000. To the extent of any assignment pursuant to this
Section 12.04(b), the assigning Bank shall be relieved of its obligations
hereunder with respect to its assigned Loans and/or Commitment. No Bank may
assign all or a portion of its Commitment to an Eligible Assignee not already a
Bank hereunder unless each Letter of Credit Issuer shall have consented in
writing to such assignment. At the time of each assignment pursuant to this
Section 12.04(b) to a Person which is not already a Bank here under and which is
not a United States person (as such term is defined in Section 7701(a)(30) of
the Code) for U.S. Federal income taxes, the respective assignee Bank shall, to
the extent legally entitled to do so, provide to the Borrower the forms
described in Sec tion 4.04(b)(ii). Nothing in this Section 12.04(b) shall
prevent or prohibit any Bank from pledging its Loans or Notes hereunder to a
Federal Reserve Bank in support of borrowings made by such Bank from such
Federal Reserve Bank.

(c)  Notwithstanding any other provisions of this Section 12.04, no
transfer or assignment of the interests or obligations of any Bank hereunder or
any grant of partici pations therein shall be permitted if such transfer,
assignment or grant would require the Borrower to file a registration statement
or qualify an indenture with the SEC or to qualify the Loans under the "Blue
Sky" laws of any State.

(d)  Notwithstanding any other provisions of this Section 12.04, any
transfer or assignment of the interests or obligations of any Bank hereunder
shall be subject to such limitations as may be imposed by the Administrative
Agent in its sole discretion.

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

12.06  Payments Pro Rata.  (a)  Except as otherwise provided by this
-----------------                                            
Agreement, the Administrative Agent agrees that promptly after its receipt of
each payment from or on behalf of the Borrower in respect of any Obligations, it
shall, except as otherwise 

-97-

provided in this Agreement, distribute such payment to the Banks (other than any
Bank that has consented in writing to waive its pro rata share of such payment)
--- ----
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 Credit Documents, or
otherwise) which is applicable to the payment of the princi pal of, or interest
on, the Loans, Unpaid Drawings or Fees, of a sum which with respect to the
related sum or sums received by other Banks is in a greater proportion than the
total of such Obligation then owed and due to such Bank bears to the total of
such Obligations then owed and due to all of 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
in such amount as shall result in a propor tional participation by all of the
Banks in such amount, provided 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.

12.07  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 that, except as otherwise specifically
--------                                       
provided herein, all computations determining compliance with Section 8,
including definitions used therein, shall utilize accounting principles and
policies in effect at the time of the preparation of, and in conformity with
those used to prepare, the 1994 historical financial statements delivered to the
Banks pursuant to Section 6.11(b).

(b)  All computations of interest, Commitment Commission and Fees here
under shall be made on the actual number of days elapsed over a year of 360
days.

(c)  All determinations of the Stated Amount of Letters of Credit and
of the principal amount of Unpaid Drawings, in each case to the extent
denominated in a currency other than Dollars, shall be made by converting same
into Dollars at (x) in the case of a determination of the Borrower's obligation
to reimburse in Dollars a drawing under a Letter of Credit denominated in a
currency other than Dollars or of each Participating Bank's obligation pursuant
to Section 2.02(c) to pay the amount of such Participating Bank's Percentage of
an unreimbursed payment in respect of any such Letter of Credit, the spot
exchange rate for the currency in question of the respective Letter of Credit
Issuer on the date of such drawing or (y) if the provisions of the foregoing
clause (x) are not applicable, the spot exchange rate for the currency in
question calculated by the Administrative Agent on the last day of the month
preceding the month in which any such determination is being made and at such
other times as the Administrative Agent elects to make such determination, it
being understood that the Administrative Agent shall have no obligation to make
any such other determinations.

-98-

12.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; TRIAL BY
----------------------------------------------------------
JURY.  (A)  THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
- ----
OBLIGATIONS OF THE PARTIES HERE UNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.  ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS.  THE BORROWER HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH
COURTS LACK JURISDICTION OVER THE BORROWER, AND AGREES NOT TO PLEAD OR CLAIM, IN
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS, THAT ANY SUCH COURT
LACKS JURISDICTION OVER THE BORROWER.  IF FOR ANY REASON THE BORROWER CEASES TO
MAINTAIN AN OFFICE IN NEW YORK CITY, THE BORROWER AGREES TO DESIGNATE, APPOINT
AND EMPOWER A DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND
FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE ADMINISTRATIVE AGENT TO
RECEIVE, ACCEPT AND ACKNOWL EDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS
PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS
WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEED ING.  THE BORROWER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER, AT ITS ADDRESS SET FORTH
OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE THIRTY DAYS AFTER
SUCH MAILING.  THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH
SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR
CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY CREDIT
DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.  NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY BANK OR THE
HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY
OTHER JURISDICTION.

(B) THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF 

-99-

VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE
COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH OF THE BORROWER AND EACH BANK IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN ANY COURT OR JURISDICTION, INCLUDING WITHOUT LIMITATION THOSE
REFERRED TO IN CLAUSE (A) ABOVE, IN RESPECT OF ANY MATTER ARISING OUT OF OR
RELATING TO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS.

12.09  Counterparts.  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.

12.10  Effectiveness.  This Agreement shall become effective on the
-------------                                               
date (the "Effective Date") on which the Borrower, the Administrative Agent,
each Co-Agent and each of the Banks shall have signed a copy hereof (whether the
same or different copies) and shall have delivered the same to the
Administrative Agent at the Notice Office of the Administrative Agent or, in the
case of the Banks, shall have given to the Administrative Agent telephonic
(confirmed in writing), written, telex or telecopy notice (actually received) at
such office that the same has been signed and mailed to it.  The Administrative
Agent will give the Borrower and each Bank prompt written notice of the
occurrence of the Effective Date.

12.11  Headings Descriptive.  The headings of the several sections and
--------------------                                           
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

12.12  Amendment or Waiver.  (a)  Neither this Agreement nor any other
-------------------                                            
Credit 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 Borrower and the Required Banks, provided that no such
--------             
change, waiver, discharge or ter mination shall, without the consent of each
Bank affected thereby, (i) extend the final scheduled maturity of any Unpaid
Drawing, Loan or Note (it being understood that any waiver of an installment on,
the application of any prepayment or the method of application
of any prepayment to the amortization of the Loans shall not constitute an
extension of the final scheduled maturity date), or reduce the rate or extend
the time of payment of interest (other than as a result of waiving the
applicability of any post-default increase in interest rates) thereon or Fees,
or reduce the amount thereof, (ii) amend, modify or waive any pro vision of
Section 3.03(b), (iii) amend, modify or waive any provision of this Section,
(iv) reduce the percentage specified in the defin-

-100-

ition of Required Banks (it being understood that, with the consent of the
Required Banks, additional extensions of credit pursuant to this Agreement may
be included in the determination of the Required Banks on substantially the same
basis as an extension of Loans, Letters of Credit and Commitments are included
on the Effective Date), or (v) consent to the assignment or transfer by the
Borrower of any of its rights and obligations under any Credit Document (except
as expressly provided herein or therein); provided further, that no such change,
----------------
waiver, discharge or termination shall (w) increase the Commitment of any Bank
over the amount thereof then in effect without the consent of such Bank (it
being understood that waivers or modifications of conditions precedent,
covenants, Defaults or Events of Default or of a mandatory reduction in the
Total Commitment shall not constitute an increase of the Commitment of any Bank,
and that an increase in the available portion of any Commitment of any Bank
shall not constitute an increase in the Commitment of such Bank), (x) without
the consent of each Letter of Credit Issuer, amend, modify or waive any
provision of Section 2 or alter its rights or obli gations with respect to
Letters of Credit or (y) without the consent of the Administrative Agent or the
Co-Agents, respectively, amend, modify or waive any provision of Section 11 as
same applies to such Administrative Agent or Co-Agent, as the case may be, or
any other provision as same relates to the rights or obligations of such
Administrative Agent or Co-Agent, as the case may be.

(b)  If, in connection with any proposed change, waiver, discharge or
termination of any of the provisions of this Agreement as contemplated by
clauses (i) through (iv), inclusive, of the first proviso to Section 12.12(a),
the consent of the Required Banks is obtained but the consent of one or more of
such other Banks whose consent is required is not obtained, then the Borrower
shall have the right to replace each such non-consenting Bank or Banks (so long
as all non-consenting Banks are so replaced) with one or more Replacement Banks
pursuant to Section 1.13 so long as at the time of such replacement, each such
Replacement Bank consents to the proposed change, waiver, discharge or
termination, provided that the Borrower shall not have the right to replace a
Bank solely as a result of the exercise of such Bank's rights (and the
withholding of any required con sent by such Bank) pursuant to the second
proviso to Section 12.12(a).

(c)  Notwithstanding anything to the contrary contained above in this
Section 12.12, the Administrative Agent may enter into amendments to the
Subsidiary Guaranty for the purpose of adding Subsidiaries of the Borrower to
the Subsidiary Guaranty without the consent of the Required Banks.

12.13  Survival.  All indemnities set forth herein including, without
--------                                                      
limita tion, in Section 1.10, 1.11, 2.05, 2.06, 4.04, 11.07 or 12.01 shall
survive the execution and delivery of this Agreement and the making and
repayment of the Loans and the satis faction of all other Obligations.

12.14  Domicile of Loans.  Each Bank may transfer and carry its Loans
-----------------                                             
or participations at, to or for the account of any branch office, subsidiary or
affiliate of such Bank, 

-101-

provided that the Borrower shall not be responsible for costs arising under
- --------                                               
Section 1.10, 1.11, 2.05, or 4.04 resulting from any such transfer (other than a
transfer pursuant to Section 1.12) to the extent such costs would not otherwise
be applicable to such Bank prior to such transfer.

12.15  Confidentiality.  (a)  Subject to the provisions of clause (b)
---------------                                               
of this Section 12.15, each Bank agrees that it will use its best efforts not to
disclose without the prior consent of the Borrower (other than to its employees,
auditors, advisors or counsel or to another Bank if the Bank or such Bank's
holding or parent company in its sole discre tion determines that any such party
should have access to such information, provided such Persons shall be subject
to the provisions of this Section 12.15 to the same extent as such Bank) any
information with respect to the Borrower or any of its Subsidiaries which is now
or in the future furnished pursuant to this Agreement or any other Credit
Document and which is designated by the Borrower in writing as confidential,
provided that any Bank may disclose any such information (a) as has become
- --------                                                                  
generally available to the public, (b) as may be required or appropriate in any
report, statement or testimony submitted to any municipal, state or Federal
regulatory body having or claiming to have jurisdiction over such Bank or to the
Federal Reserve Board or the Federal Deposit Insurance Corporation or similar
organizations (whether in the United States or elsewhere) or their successors,
(c) as may be required or appropriate in respect to any summons or subpoena or
in connection with any litigation, (d) in order to comply with any law, order,
regulation or ruling applic able to such Bank, (e) to the Administrative Agent
and (f) to any prospective or actual transferee or participant in connection
with any contemplated or actual transfer or participation of any of the Notes or
Commitment or any interest therein by such Bank, provided that such prospective
--------                      
transferee or participant executes an agreement with such Bank containing
provisions substantially the same as to those contained in this Section.

(b)  The Borrower hereby acknowledges and agrees that each Bank may
share with any of its affiliates any information related to the Borrower or any
of its Subsidiaries (including, without limitation, any nonpublic customer
information regarding the creditworthiness of the Borrower and its
Subsidiaries), provided such Persons shall be subject to the provisions of this
Section 12.15 to the same extent as such Bank.

12.16  Collateral Release.  Each of the Banks which is also a party to
------------------                                             
the Existing Credit Agreement on the Effective Date hereby consents, in its
capacity as a "Bank" under and as defined in the Existing Credit Agreement and,
if applicable, an "Other Creditor" under and as defined in the Mortgages, the
Pledge Agreement and the Security Agreement, as the case may be (each as defined
in the Existing Credit Agreement), to the termination of each of such Mortgages,
such Pledge Agreement and such Security Agreement immediately prior to the
termination of the Existing Credit Agreement as contemplated by Section 5.01(e),
and hereby authorizes and directs Chase, as Mortgagee, Pledgee and Collateral
Agent, as the case may be, under each of such Mortgages, such Pledge Agreement
and such Security Agreement, respectively, to take any and all actions deemed
necessary or appropriate by such Mortgagee, Pledgee or Collateral Agent, as the
case may be, to effect such termination and to release to each of the respective
Mortgagors, under and as defined in each such Mortgage, Pledgors, 

-102-

under and as defined in such Pledge Agreement, and Assignors, under and as
defined in such Security Agreement, such of the Collateral under and as defined
in each such Mortgage, such Pledge Agreement and such Security Agreement, as the
case may be, as is owned by such Mortgagor, Pledgor or Assignor; provided,
--------
however, the consent of such Banks hereunder shall be effective when all of the
- -------
"Banks" under and as defined in the Existing Credit Agreement shall have
delivered to the "Agent" under and as defined in the Existing Credit Agreement
(including by way of telecopier) in writing their consent to the termination and
release set forth above in this Section 12.16, including by way of execution and
delivery of this Agreement.

-103-

IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.

Address:                           AMETEK, INC.

Station Square                 
Paoli, Pennsylvania  19301     
Telephone No.:  610-647-2121       By /s/ Deirdre Saunders
-----------------------------------------
Telecopier No.:  610-647-0211        Title: Treasurer
Attention: Chief Financial    
Officer              

THE CHASE MANHATTAN BANK, N.A.,
Individually and as the Administrative Agent

By /s/ Carol A. Ulmer
-----------------------------------------
Title: Vice President

BANK OF MONTREAL,
Individually and as a Co-Agent

By /s/ Kanu Modi
-----------------------------------------
Title: Director

CORESTATES BANK, N.A.,
Individually and as a Co-Agent

By /s/ Robert Cordell
-----------------------------------------
Title: Vice President

PNC BANK, NATIONAL ASSOCIATION,
Individually and as a Co-Agent

By /s/ Vicky Randolph-Ziff
-----------------------------------------
Title: Vice President

-104-

BANK OF AMERICA ILLINOIS

By /s/ Brock T. Harris
-----------------------------------------
Title:  Vice President

MELLON BANK, N.A.

By /s/ Gilbert B. Mateer
-----------------------------------------
Title:  Assistant Vice President

NBD BANK

By /s/ Nancy L. Russell
-----------------------------------------
Title:  Vice President

THE YASUDA TRUST AND BANKING CO., LTD.
NY BRANCH

By /s/ Neil T. Chau
-----------------------------------------
Title:  First Vice President

CARIPLO-CASSA DI RISPARMIO DELLE
PROVINCIE LOMBARDE S.P.A.

By /s/ Anthony F. Giobbi
-----------------------------------------
Title:  Vice President

By /s/ Guiseppe Zanotti-Fregonara
-----------------------------------------
Title:  Senior Vice President

-105-

Exhibit 4.1
===========

FIRST AMENDMENT TO CREDIT AGREEMENT
-----------------------------------

FIRST AMENDMENT (the "Amendment"), dated as of August 22, 1995, among
AMETEK, Inc., a Delaware corporation (the "Borrower"), the lenders party to the
Credit Agreement referred to below (the "Banks"), BANK OF MONTREAL, CORESTATES
BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Co-Agents (each a "Co-Agent"
and, collectively, the "Co-Agents"), and THE CHASE MANHATTAN BANK, N.A., as
Administrative Agent (the "Administrative Agent").  Unless otherwise defined
herein, all capitalized terms used herein shall have the respective meanings
provided such terms in the Credit Agreement.

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

WHEREAS, the Borrower, the Banks, the Co-Agents and the
Administrative Agent are parties to a Credit Agreement, dated as of August 2,
1995 (the "Credit Agreement");

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

NOW, THEREFORE, it is agreed:

1.  Section 2.01(b)(i) of the Credit Agreement is hereby amended by
deleting clause (x) thereof in its entirety and inserting the following new
clause (x) in lieu thereof:

"(x) the difference between (A) $30,000,000 and (B) Non-Facility
Letter of Credit Outstandings,"

2.  Section 8.03(d) of the Credit Agreement is hereby amended by
inserting the following proviso at the end thereof:

"provided further that if at any time the Obligations of the Borrower 
----------------                                                  
shall be secured, the obligations of the Borrower under the Non-Facility Letter
of Credit Agreement shall be secured by the same collateral on a pari passu
---- -----
basis;"

3.  Section 10 of the Credit Agreement is hereby amended by inserting
in the appropriate alphabetical order the following new definitions of "Non-
Facility Letter of Credit Outstandings" and "Non-Facility Unpaid Drawings":

"Non-Facility Letter of Credit Outstandings" shall mean, at any time,
the sum of (i) the aggregate Stated Amount of all outstanding Non-Facility
Letters of Credit and (ii) the aggregate amount of all Non-Facility Unpaid
Drawings."

"Non-Facility Unpaid Drawings" shall mean all amounts disbursed by PNC
under any Non-Facility Letter of Credit until such amounts are reimbursed."

4.   Consent.  The Banks hereby consent to the amendment to the Non-
-------                                                       
Facility Letter of Credit Agreement in the form attached hereto.

5.  In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that (x) no Default or Event of Default
exists on the First Amendment Effective Date (as hereinafter defined), both
before and after giving effect to this Amendment and (y) all of the
representations and warranties contained in the Credit Documents shall be true
and correct in all material respects on the First Amendment Effective Date, both
before and after giving effect to this Amendment with the same effect as though
such representations and warranties had been made on and as of the First
Amendment Effective Date (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all material
respects as of such specific date).

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

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

-2-

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

9.   This Amendment shall become effective on the date (the "First
Amendment Effective Date") when the Borrower and the Required Banks shall have
signed a counterpart hereof (whether the same or different copies) and shall
have delivered (including by way of telecopier) the same to the Administrative
Agent at its Notice Office.

10.  From and after the First Amendment Effective Date, all references
in the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to such Credit Agreement as amended hereby.

-3-

IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.

AMETEK, INC.

By /s/ Deirdre Saunders
--------------------------------
Title: Treasurer

THE CHASE MANHATTAN BANK,
N.A., Individually and as
Administrative Agent

By /s/ Elaine Francolino
--------------------------------
Title: Vice President

BANK OF MONTREAL,
Individually and as
Co-Agent

By /s/ Kanu Modi
--------------------------------
Title: Director

CORESTATES BANK, N.A.,
Individually and as
Co-Agent

By /s/ Robert Cordell
--------------------------------
Title: Vice President

PNC BANK, NATIONAL ASSOCIATION,
Individually and as Co-Agent

By /s/ Vicky Ziff
--------------------------------
Title: Vice President

-4-

BANK OF AMERICA ILLINOIS

By: /s/ Brock T. Harris
--------------------------------
Title: Vice President

MELLON BANK, N.A.

By: /s/ Gilbert B. Mateer
--------------------------------
Title:

NBD BANK

By: /s/ Nacy Russell
--------------------------------
Title: Vice President

THE YASUDA TRUST AND BANKING CO., LTD.

By: /s/ Eric N. Pelletier
--------------------------------
Title: Vice President

CARIPLO-CASSA DI RISPARMIO
DELLE PROVINCIE LOMBARDE

By: /s/ Renato Bassi
--------------------------------
Title: Vice President

By: /s/ Barbara Eppolito
--------------------------------
Title: Assistant Treasurer

-5-

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF AMETEK, INC. AT SEPTEMBER 30, 1995, AND THE
CONSOLIDATED STATEMENT OF INCOME OF AMETEK, INC. FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                           3,312
<SECURITIES>                                     7,406
<RECEIVABLES>                                  134,062
<ALLOWANCES>                                     6,227
<INVENTORY>                                    102,419
<CURRENT-ASSETS>                               258,835
<PP                                         394,396
<DEPRECIATION>                                 224,829
<TOTAL-ASSETS>                                 522,230
<CURRENT-LIABILITIES>                          237,783
<BONDS>                                        150,486
<COMMON>                                           353
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                      80,523
<TOTAL-LIABILITY-AND-EQUITY>                   522,230
<SALES>                                        635,560
<TOTAL-REVENUES>                               635,560
<CGS>                                          490,234
<TOTAL-COSTS>                                  490,234
<OTHER-EXPENSES>                                75,521
<LOSS-PROVISION>                                 2,353
<INTEREST-EXPENSE>                              15,325
<INCOME-PRETAX>                                 52,967
<INCOME-TAX>                                    20,059
<INCOME-CONTINUING>                             32,908
<DISCONTINUED>                                  11,199
<EXTRAORDINARY>                                 (2,676)
<CHANGES>                                            0
<NET-INCOME>                                    41,431
<EPS-PRIMARY>                                     1.23
<EPS-DILUTED>                                        0