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Decrane Aircraft Holdings Inc – IPO: ‘S-1/A’ on 4/14/97 – EX-10.35

As of: Monday, 4/14/97 · Accession #: 912057-97-12901 · File #: 333-19939

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/14/97  Decrane Aircraft Holdings Inc     S-1/A                  5:342K                                   Merrill Corp/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement     11     69K 
                          (General Form)                                         
 2: EX-5.1      Opinion re: Legality                                   2      8K 
 3: EX-10.32    Ex 10.32 Form of Amend Agrmt.                          4     15K 
 4: EX-10.35    EX-10.35 Form of Loan and SEC. Agrmt. Among Decran    96    352K 
 5: EX-10.36    Agreement Between Ift and Hi                          37     81K

EX-10.35 — EX-10.35 Form of Loan and SEC. Agrmt. Among Decran
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Agent Bank Compliance with Financial Restrictions Making of Payments; Charging of Accounts Maximum Revolving Loan Amount 10.10. Disbursement of Proceeds of Revolving Loans and Other Advances 10.11. Release of Collateral 10.12. Agreement to Cooperate 10.13. Sharing of Collateral 10.14. Lenders to Act as Agents 10.1. Appointment of Agent 10.2. Nature of Duties of Agent 10.3. Agent in its Capacity as Lender 10.4. Independent Credit Analysis 10.5. General Immunity 10.6. Action by Agent 10.7. Right to Indemnity 10.8. Rights and Remedies to be Exercised by Agent Only 10.9. Agent's Resignation 10. Agent 11.10. Borrower's Documentation 11.11. Severability 11.12. Successors 11.13. Construction 11.14. Consent to Jurisdiction 11.15. Waiver of Jury Trial 11.1. Borrower's Waiver 11.2. Power of Attorney 11.3. Expenses and Attorneys' Fees 11.4. BAI's Fees and Charges 11.5. Lawful Interest 11.6. No Waiver by Agent or any Lender; Amendments 11.7. Termination of Credit 11.8. Notices 11.9. Assignments and Participations; Information 1.1. Definitions 11. General 1.2. Other Definitional Provisions 1.3. Interpretation of Agreement 1. Definitions and Other Terms 2.10. Setoff 2.11. Distributions and Apportionment of Payments 2.1. Revolving Loans 2.2. Letters of Credit 2.3. Loan Account; Demand Deposit Account 2.4. Interest and Fees 2.5. Requests for Revolving Loans and Letters of Credit; Other Information 2.6. Statements 2.7. All Loans One Obligation 2.9. Agent's Election Not to Enforce 3.1. Grant of Security Interest 3.2. Accounts Receivable 3.3. Supplemental Documentation 3.4. Collateral for the Benefit of Agent, Issuer and Lenders 3. Collateral 4.10. Subsidiaries 4.11. Partnerships; Joint Ventures 4.12. Business and Collateral Locations 4.13. Real Property 4.14. Control of Collateral; Lease of Property 4.15. Patents, Trademarks, Etc 4.16. Solvency 4.17. Contracts; Labor Matters 4.18. Pension and Welfare Plans 4.19. Regulations G and U 4.1. Organization 4.20. Compliance 4.21. Taxes 4.22. Investment Company Act Representation 4.23. Public Utility Holdings Company Act Representation 4.24. Environmental and Safety and Health Matters 4.2. Authorization 4.3. No Conflicts 4.4. Validity and Binding Effect 4.5. No Default 4.6. Financial Statements 4.7. Insurance 4.8. Litigation; Contingent Liabilities 4.9. Liens 4. Representations and Warranties 5.10. Pension Plans 5.11. Merger, Purchase and Sale 5.12. Restricted Payments 5.13. Stock 5.14. Indebtedness 5.15. Liens 5.16. Guaranties 5.17. Investments 5.18. Subsidiaries 5.19. Environmental Issues 5.1. Financial Statements and Other Reports 5.20. Related Agreements 5.22. Use of Proceeds 5.23. Transactions with Related Parties 5.24. Capital Expenditures Limitation 5.25. Minimum Working Capital Ratio 5.26. Minimum Net Worth 5.28. Minimum Interest Coverage Ratio 5.2. Notices 5.3. Existence 5.4. Nature of Business 5.5. Books, Records and Access 5.6. Insurance 5.7. Repair 5.8. Taxes 5.9. Compliance 5. Covenants 6.1. Event of Default 6.2. Effect of Event of Default; Remedies 7.1. Notice of Disposition of Collateral 7.2. Application of Proceeds of Collateral 7.3. Care of Collateral 7.4. Performance of Borrower's Obligations 7.5. Agent's Rights 8.1. Conditions Precedent to Initial Revolving Loans and Letters of Credit 8.2. Continuing Conditions Precedent to all Revolving Loans; Certification 8. Conditions Precedent; Delivery of Documents and Other Matters 9.1. Environmental and Safety and Health Indemnity 9.2. General Indemnity 9.3. Capital Adequacy 9. Indemnity
1	1st Page - Filing Submission
2	3. Collateral
"	4. Representations and Warranties
3	4.15. Patents, Trademarks, Etc
4	10. Agent
"	11. General
6	1. Definitions and Other Terms
"	1.1. Definitions
21	1.2. Other Definitional Provisions
"	1.3. Interpretation of Agreement
"	Compliance with Financial Restrictions
22	2.1. Revolving Loans
23	2.2. Letters of Credit
25	2.3. Loan Account; Demand Deposit Account
"	2.4. Interest and Fees
28	2.5. Requests for Revolving Loans and Letters of Credit; Other Information
29	2.6. Statements
"	2.7. All Loans One Obligation
"	Making of Payments; Charging of Accounts
30	2.9. Agent's Election Not to Enforce
"	2.10. Setoff
"	2.11. Distributions and Apportionment of Payments
31	3.1. Grant of Security Interest
32	3.2. Accounts Receivable
34	3.3. Supplemental Documentation
35	3.4. Collateral for the Benefit of Agent, Issuer and Lenders
"	4.1. Organization
"	4.2. Authorization
36	4.3. No Conflicts
"	4.4. Validity and Binding Effect
"	4.5. No Default
37	4.6. Financial Statements
"	4.7. Insurance
"	4.8. Litigation; Contingent Liabilities
"	4.9. Liens
38	4.10. Subsidiaries
"	4.11. Partnerships; Joint Ventures
"	4.12. Business and Collateral Locations
39	4.13. Real Property
"	4.14. Control of Collateral; Lease of Property
"	4.16. Solvency
"	4.17. Contracts; Labor Matters
40	4.18. Pension and Welfare Plans
"	4.19. Regulations G and U
"	4.20. Compliance
41	4.21. Taxes
"	4.22. Investment Company Act Representation
"	4.23. Public Utility Holdings Company Act Representation
"	4.24. Environmental and Safety and Health Matters
42	5. Covenants
"	5.1. Financial Statements and Other Reports
44	5.2. Notices
46	5.3. Existence
"	5.4. Nature of Business
"	5.5. Books, Records and Access
47	5.6. Insurance
48	5.7. Repair
"	5.8. Taxes
"	5.9. Compliance
49	5.10. Pension Plans
"	5.11. Merger, Purchase and Sale
"	5.12. Restricted Payments
"	5.13. Stock
"	5.14. Indebtedness
50	5.15. Liens
"	5.16. Guaranties
51	5.17. Investments
"	5.18. Subsidiaries
"	5.19. Environmental Issues
52	5.20. Related Agreements
"	5.22. Use of Proceeds
"	5.23. Transactions with Related Parties
"	5.24. Capital Expenditures Limitation
53	5.25. Minimum Working Capital Ratio
"	5.26. Minimum Net Worth
"	5.28. Minimum Interest Coverage Ratio
54	6.1. Event of Default
56	6.2. Effect of Event of Default; Remedies
58	7.1. Notice of Disposition of Collateral
"	7.2. Application of Proceeds of Collateral
"	7.3. Care of Collateral
"	7.4. Performance of Borrower's Obligations
59	7.5. Agent's Rights
"	8. Conditions Precedent; Delivery of Documents and Other Matters
"	8.1. Conditions Precedent to Initial Revolving Loans and Letters of Credit
61	8.2. Continuing Conditions Precedent to all Revolving Loans; Certification
"	9. Indemnity
"	9.1. Environmental and Safety and Health Indemnity
62	9.2. General Indemnity
63	9.3. Capital Adequacy
"	10.1. Appointment of Agent
64	10.2. Nature of Duties of Agent
"	10.3. Agent in its Capacity as Lender
"	10.4. Independent Credit Analysis
65	10.5. General Immunity
66	10.6. Action by Agent
"	10.7. Right to Indemnity
67	10.8. Rights and Remedies to be Exercised by Agent Only
"	10.9. Agent's Resignation
68	10.10. Disbursement of Proceeds of Revolving Loans and Other Advances
"	10.11. Release of Collateral
"	10.12. Agreement to Cooperate
"	10.13. Sharing of Collateral
69	10.14. Lenders to Act as Agents
"	11.1. Borrower's Waiver
"	11.2. Power of Attorney
70	11.3. Expenses and Attorneys' Fees
71	11.4. BAI's Fees and Charges
"	11.5. Lawful Interest
72	11.6. No Waiver by Agent or any Lender; Amendments
"	11.7. Termination of Credit
73	11.8. Notices
"	11.9. Assignments and Participations; Information
75	11.10. Borrower's Documentation
"	11.11. Severability
"	11.12. Successors
76	11.13. Construction
"	11.14. Consent to Jurisdiction
"	11.15. Waiver of Jury Trial
77	Maximum Revolving Loan Amount
85	Agent
"	Bank

EX-10.35 1st Page of 96 TOC ↑Top Previous Next ↓Bottom Just 1st
LOAN AND SECURITY AGREEMENT

DATED AS OF APRIL __, 1997

AMONG

DECRANE AIRCRAFT HOLDINGS, INC.,
AS BORROWER,

BANK OF AMERICA ILLINOIS, AS AGENT AND A LENDER,

COMERICA BANK - CALIFORNIA, AS A LENDER,

MELLON BANK, N.A., AS A LENDER,

SUMITOMO BANK OF CALIFORNIA, AS A LENDER

AND

THE OTHER LENDERS PARTY HERETO

EX-10.35 2nd Page of 96 TOC 1st Previous Next ↓Bottom Just 2nd
[Enlarge/Download Table]

TABLE OF CONTENTS
Page

1. DEFINITIONS AND OTHER TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Other Definitional Provisions. . . . . . . . . . . . . . . . . . . . . . . . . .16
1.3. Interpretation of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . .16
1.4. Compliance with Financial Restrictions.. . . . . . . . . . . . . . . . . . . . .16

2. LOANS; LETTERS OF CREDIT; OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . .17
2.1. Revolving Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
2.2. Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
2.3. Loan Account; Demand Deposit Account . . . . . . . . . . . . . . . . . . . . . .20
2.4. Interest and Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
2.5. Requests for Revolving Loans and Letters of Credit; Other Information. . . . . .23
2.6. Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
2.7. All Loans One Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
2.8. Making of Payments; Charging of Accounts . . . . . . . . . . . . . . . . . . . .24
2.9. Agent's Election Not to Enforce. . . . . . . . . . . . . . . . . . . . . . . . .25
2.10. Setoff. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
2.11. Distributions and Apportionment of Payments . . . . . . . . . . . . . . . . . .25

3. COLLATERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
3.1. Grant of Security Interest . . . . . . . . . . . . . . . . . . . . . . . . . . .26
3.2. Accounts Receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
3.3. Supplemental Documentation . . . . . . . . . . . . . . . . . . . . . . . . . . .29
3.4. Collateral for the Benefit of Agent, Issuer and Lenders. . . . . . . . . . . . .30

4. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
4.1. Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
4.2. Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
4.3. No Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
4.4. Validity and Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . . .31
4.5. No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
4.6. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
4.7. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
4.8. Litigation; Contingent Liabilities . . . . . . . . . . . . . . . . . . . . . . .32
4.9. Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
4.10. Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
4.11. Partnerships; Joint Ventures. . . . . . . . . . . . . . . . . . . . . . . . . .33
4.12. Business and Collateral Locations . . . . . . . . . . . . . . . . . . . . . . .33
4.13. Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
4.14. Control of Collateral; Lease of Property. . . . . . . . . . . . . . . . . . . .34

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4.15. Patents, Trademarks, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . .34
4.16. Solvency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
4.17. Contracts; Labor Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . .34
4.18. Pension and Welfare Plans . . . . . . . . . . . . . . . . . . . . . . . . . . .35
4.19. Regulations G and U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
4.20. Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
4.21. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
4.22. Investment Company Act Representation . . . . . . . . . . . . . . . . . . . . .36
4.23. Public Utility Holdings Company Act Representation. . . . . . . . . . . . . . .36
4.24. Environmental and Safety and Health Matters . . . . . . . . . . . . . . . . . .36

5. COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
5.1. Financial Statements and Other Reports . . . . . . . . . . . . . . . . . . . . .37
5.2. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
5.3. Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
5.4. Nature of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .41
5.5. Books, Records and Access. . . . . . . . . . . . . . . . . . . . . . . . . . . .41
5.6. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
5.7. Repair . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
5.8. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
5.9. Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
5.10. Pension Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44
5.11. Merger, Purchase and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . .44
5.12. Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44
5.13. Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44
5.14. Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44
5.15. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
5.16. Guaranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
5.17. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
5.18. Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
5.19. Environmental Issues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
5.20. Related Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
5.21. Unconditional Purchase Options. . . . . . . . . . . . . . . . . . . . . . . . .47
5.22. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47
5.23. Transactions with Related Parties . . . . . . . . . . . . . . . . . . . . . . .47
5.24. Capital Expenditures Limitation . . . . . . . . . . . . . . . . . . . . . . . .47
5.25. Minimum Working Capital Ratio . . . . . . . . . . . . . . . . . . . . . . . . .48
5.26. Minimum Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
5.27. Maximum Leverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
5.28. Minimum Interest Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . .48

6. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49
6.1. Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49

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EX-10.35 4th Page of 96 TOC 1st Previous Next ↓Bottom Just 4th
6.2. Effect of Event of Default; Remedies.. . . . . . . . . . . . . . . . . . . . . .51

7. ADDITIONAL PROVISIONS REGARDING COLLATERAL AND AGENT'S
RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.1. Notice of Disposition of Collateral. . . . . . . . . . . . . . . . . . . . . . .53
7.2. Application of Proceeds of Collateral. . . . . . . . . . . . . . . . . . . . . .53
7.3. Care of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53
7.4. Performance of Borrower's Obligations. . . . . . . . . . . . . . . . . . . . . .53
7.5. Agent's Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54

8. CONDITIONS PRECEDENT; DELIVERY OF DOCUMENTS AND OTHER
MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
8.1. Conditions Precedent to Initial Revolving Loans and Letters of Credit. . . . . .54
8.2. Continuing Conditions Precedent to all Revolving Loans; Certification. . . . . .56

9. INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56
9.1. Environmental and Safety and Health Indemnity. . . . . . . . . . . . . . . . . .56
9.2. General Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57
9.3. Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58

10. AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
10.1. Appointment of Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
10.2. Nature of Duties of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . .59
10.3. Agent in its Capacity as Lender . . . . . . . . . . . . . . . . . . . . . . . .59
10.4. Independent Credit Analysis . . . . . . . . . . . . . . . . . . . . . . . . . .59
10.5. General Immunity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60
10.6. Action by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61
10.7. Right to Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .61
10.8. Rights and Remedies to be Exercised by Agent Only . . . . . . . . . . . . . . .62
10.9. Agent's Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62
10.10. Disbursement of Proceeds of Revolving Loans and Other Advances . . . . . . . .63
10.11. Release of Collateral. . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
10.12. Agreement to Cooperate . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
10.13. Sharing of Collateral. . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
10.14. Lenders to Act as Agents . . . . . . . . . . . . . . . . . . . . . . . . . . .64

11. GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64
11.1. Borrower's Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64
11.2. Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64
11.3. Expenses and Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . . . . . .65
11.4. BAI's Fees and Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . .66
11.5. Lawful Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66
11.6. No Waiver by Agent or any Lender; Amendments. . . . . . . . . . . . . . . . . .67
11.7. Termination of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67

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11.8. Notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
11.9. Assignments and Participations; Information.. . . . . . . . . . . . . . . . . .68
11.10. Borrower's Documentation.. . . . . . . . . . . . . . . . . . . . . . . . . . .70
11.11. Severability.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
11.12. Successors.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
11.13. Construction.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71
11.14. Consent to Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . . . .71
11.15. Waiver of Jury Trial.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .71

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EX-10.35 6th Page of 96 TOC 1st Previous Next ↓Bottom Just 6th
LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT is made as of this _____ day of
April, 1997 by and among BANK OF AMERICA ILLINOIS (in its individual capacity,
"BAI"), having its principal office at 231 South LaSalle Street, Chicago,
Illinois 60697, as Agent and a Lender, COMERICA BANK - CALIFORNIA, having an
office located at 301 E. Ocean Boulevard, Suite 1800, Long Beach, California
90802, as a Lender, MELLON BANK, N.A., having an office located at Three Mellon
Bank Center, 23rd Floor, Pittsburgh, Pennsylvania 15259, as a Lender, SUMITOMO
BANK OF CALIFORNIA, having an office located at 611 W. 6th Street, Suite 3900,
Los Angeles, California 90017-3140, as a Lender, the other Lenders from time to
time party hereto, and DECRANE AIRCRAFT HOLDINGS, INC. ("Borrower"), a Delaware
corporation having its principal office at 2361 Rosecrans Avenue, Suite 180, El
Segundo, California 90245.

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

WHEREAS, Borrower may, from time to time, request loans or other
financial accommodations from Lenders, and the parties wish to provide for the
terms and conditions upon which such loans and other financial accommodations
shall be made;

NOW, THEREFORE, in consideration of any loan or advance or grant of
credit (including any loan or advance or grant of credit by renewal or
extension) hereafter made to Borrower by, or on behalf of, Lenders, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND OTHER TERMS.

1.1. DEFINITIONS.

In addition to terms defined elsewhere in this Agreement or any
SCHEDULE or EXHIBIT hereto, when used herein, the following terms shall have the
following meanings (such meanings shall be equally applicable to the singular
and plural forms of the terms used, as the context requires):

"Account Receivable" means any account of Borrower and any other right
of Borrower to payment for goods sold or leased or for services rendered,
whether or not evidenced by an instrument or chattel paper and whether or not
yet earned by performance.

"ADS Acquisition" means the acquisition by Aerospace Display Systems,
Inc. of the business of the Aerospace Display Systems Division from Allard
Industries pursuant to the terms of that certain Asset Purchase and Sale
Agreement dated as of May ___, 1996 among Allard Industries, Inc., Borrower, ADS
Acquisition, Inc., n/k/a Aerospace Display Systems, Inc. and certain
shareholders of Allard Industries, Inc.

EX-10.35 7th Page of 96 TOC 1st Previous Next ↓Bottom Just 7th
"Agent" means Bank of America Illinois, in its capacity as agent for
Lenders hereunder and under the Related Agreements, or any successor agent
pursuant to SECTION 10.

"Agreement" means this Loan and Security Agreement, as the same may be
amended, modified or supplemented from time to time.

"Applicable Base Margin" means, with respect to any portion of the
Revolving Loans constituting a Base Rate Loan, the Applicable Margin pertaining
thereto.

"Applicable IBOR Margin" means, with respect to any portion of the
Revolving Loans constituting a IBOR Rate Loan, the Applicable Margin with
respect thereto.

"Applicable Margin" means, with respect to any portion of the
Revolving Loans constituting a IBOR Rate Loan, a percentage equal to one percent
(1.00%), with respect to any portion of the Revolving Loans constituting a Base
Rate Loan, a percentage equal to zero, and with respect to the non-use fee
described in SECTION 2.4.2(a), a percentage equal to one-quarter of one percent
(0.25%); provided, that the Applicable Margin for the Revolving Loans and such
non-use fee will be adjusted on the forty-fifth day after the end of each
calendar quarter ending March 31, June 30 or September 30 (commencing with the
calendar quarter ending June 30, 1997) and, for each calendar quarter ending
December 31, on the ninetieth day after the end of such calendar quarter, in
each case depending on the Leverage Ratio on the last day of such calendar
quarter as set forth below:

[Enlarge/Download Table]

Applicable IBOR Applicable Base
Margin for the Margin for the Applicable Non-
Leverage Ratio Revolving Loans Revolving Loans Use Fee Margin
-------------- --------------- --------------- --------------

Greater than or equal to 2.50:1.00 2.00% 0.75% 0.375%

Greater than or equal to
2.00:1.00, but less than 2.50:1.00 1.75% 0.50% 0.375%

Greater than or equal to
1.50:1.00, but less than 2.00:1.00 1.50% 0.25% 0.350%

Greater than or equal to
1.00:1.00, but less than 1.50:1.00 1.25% 0.00% 0.300%

Less than 1.00:1.00 1.00% 0.00% 0.250%

The calculation of the Leverage Ratio as of the last day of a calendar
quarter shall be based on the financial statements received by Agent pursuant to
SECTION 5.1.1 and as certified by Borrower's chief executive officer, president
or chief financial officer pursuant to SECTION 5.1.1(c). If Borrower fails to
deliver a certificate within forty-five (45) days (or, in the case of the fourth
calendar quarter of any calendar year, ninety

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(90) days) after the end of any calendar quarter as required pursuant to
SECTION 5.1.1(d), the Applicable Margin from and including the forty-sixth or
ninety-first day, as the case may be, after the end of such calendar quarter
to but not including the date Borrower delivers to Agent such certificate
shall conclusively be presumed to equal the highest Applicable Margin
specified in the above chart for the type of loan or fee.

"Applicable Non-Use Fee Margin" means, with respect to the non-use
fee, the Applicable Margin with respect thereto.

"Application" means an application by Borrower, in a form, and
containing terms and provisions, acceptable to Agent and Issuer, for the
issuance by Issuer of a Letter of Credit.

"Assignment and Acceptance Agreement" means an agreement in the form
of EXHIBIT C pursuant to which a Lender assigns all or a portion of its rights,
and delegates all or such portion of its obligations, under this Agreement and
the Related Agreements, to another Person.

"Attorneys' Fees" has the meaning ascribed to such term in SECTION
11.3.

"BAI" has the meaning ascribed to such term in the Preamble.

"Banking Day" means any day other than a Saturday, Sunday or legal
holiday on which banks are authorized or required to be closed for the conduct
of commercial banking business in Chicago, Illinois or San Francisco,
California; provided, with respect to IBOR Rate Loans, Banking Days shall not
include a day on which dealings in Dollars may not be carried on by BAI in the
London interbank IBOR market.

"Base Net Worth" means Net Worth as of the Closing Date, after giving
effect to the consummation of the IPO and the making of the initial Revolving
Loans.

"Base Rate" means, at any time, a rate per annum equal to the sum of
the Reference Rate at such time plus the Applicable Base Margin at such time.

"Base Rate Loan" means any portion of the Revolving Loans which bears
interest at a rate determined with reference to the Base Rate.

"Borrower" has the meaning ascribed to such term in the Preamble.

"Capital Expenditures" means, for any period, the aggregate of all
expenditures by Borrower and its Subsidiaries for the acquisition (including
pursuant to Capitalized Leases) of fixed or capital assets or additions to
equipment (including replacements, capitalized repairs and improvements during
such period) which are capitalized under GAAP on a consolidated balance sheet of
Borrower and its Subsidiaries; PROVIDED, that, notwithstanding the foregoing,
solely for purposes of SECTION 5.24, any expenditures by Borrower and its
Subsidiaries of the proceeds of casualty insurance maintained by Borrower and
its Subsidiaries for purposes of replacing,

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EX-10.35 9th Page of 96 TOC 1st Previous Next ↓Bottom Just 9th
substituting or repairing fixed or capital assets damaged or destroyed in a
casualty event shall not be deemed to be Capital Expenditures for purposes of
said section.

"Capitalized Lease" means any lease which is or is required to be
capitalized on the balance sheet of the lessee at such time in accordance with
GAAP.

"Cash Equivalent Investment" means, at any time:

(a) any evidence of Indebtedness, maturing not more than one year
from the date of investment, issued or guaranteed by the United States
Government or issued by an agency or instrumentality thereof;

(b) commercial paper, maturing not more than one year from the date
of issue, which is issued by either

(i) a corporation (except any Company or Related Party of a
Company) organized under the laws of any State of the United States of
America or of the District of Columbia and rated at least A-1 by
Standard & Poors Ratings Group, a division of McGraw-Hill, Inc.
("S&P") or P-1 by Moody's Investors Service, Inc. ("Moody's"), at the
date of investment, or

(ii) Agent or any Lender (or its holding company);

(c) any certificate of deposit or bankers' acceptance or eurodollar
time deposit, maturing not more than one year after the date of issue, which is
issued by any Lender, or issued by any bank organized under the laws of the
United States of America or any state thereof or the District of Columbia or any
United States branch of a foreign bank having at the date of acquisition thereof
combined capital and surplus of not less than Two Hundred Fifty Million Dollars
($250,000,000), or issued by any other financial institution if the amount of
such investment is less than One Hundred Thousand Dollars ($100,000);

(d) marketable direct obligations issued by any state of the United
States of America or any political subdivision of any such state or any public
instrumentality thereof maturing or that may be put back to the issuer thereof
within one year from the date of acquisition thereof and, at the time of
acquisition, rated at least A-1 by S & P or P-1 by Moody's;

(e) repurchase obligations with a term of not more than seven days
for underlying securities of the types described in clause (a) above entered
into with any bank meeting the qualifications specified in clause (c) above; or

(f) investments in money market funds which invest substantially all
their assets in securities of the types described in clauses (a) through (e) of
this definition.

"Closing Date" means the first date on which Revolving Loans are made,
or Letters of Credit are issued, under this Agreement.

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EX-10.35 10th Page of 96 TOC 1st Previous Next ↓Bottom Just 10th
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute of similar import, together with the regulations thereunder,
in each case as in effect from time to time. References to sections of the Code
shall be construed to also refer to any successor sections.

"Collateral" has the meaning ascribed to such term in SECTION 3.1.

"Companies" means, collectively, Borrower and its Subsidiaries; and
"Company" means any one of the Companies.

"Credit" means the facility established under this Agreement pursuant
to which Lenders will make Revolving Loans to Borrower and/or cause Issuer to
issue Letters of Credit for the account of Borrower.

"Default Rate" means the rate of interest which is applicable to
Revolving Loans after the occurrence and during the continuance of an Event of
Default and upon written notice by Agent to Borrower, pursuant to SECTION
2.4.1(c).

"Demand Deposit Account" has the meaning ascribed to such term in

SECTION 2.3.

"Depository Accounts" has the meaning ascribed to such term in SECTION

3.2(B).

"Dollars" and "$" each mean lawful money of the United States.

"EBITDA" means for any period, the sum of (a) net income (or net loss)
for such period less any tax credits for such period, plus (b) interest expense
deducted in determining net income (or net loss) for such period, plus (c) tax
expense deducted in determining net income (or net loss) for such period,
exclusive of any tax benefits for such period, plus (d) depreciation and
amortization deducted in determining net income (or net loss) for such period,
all determined for Borrower and its Subsidiaries on a consolidated basis in
accordance with GAAP; provided, that net income (or net loss) shall be computed
for these purposes without giving effect to (i) after tax gains or losses from
the sale, transfer, conveyance, lease or other disposition of any fixed assets
or investments of the Borrower and its Subsidiaries in excess of $100,000 in any
Fiscal Year and (ii) extraordinary or non-recurring gains or losses.

"Elsinore Acquisition" means the acquisition by Borrower of (i) the
capital stock of Elsinore Aerospace Services, Inc. from Elsinore L.P. and (ii)
the assets of the Elsinore Engineering Division of Elsinore L.P. pursuant to the
terms of that certain Asset Purchase and Sale Agreement dated as of December 4,
1996 among Borrower, EE Acquisition, Inc., n/k/a Elsinore Engineering, Inc.,
William Lyon and Elsinore L.P..

"Environmental Laws" means the Resource Conservation and Recovery Act,
the Comprehensive Environmental Response, Compensation and Liability Act, any
so-called "Superfund" or "Superlien" law, the Toxic Substances Control Act, and
any

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EX-10.35 11th Page of 96 TOC 1st Previous Next ↓Bottom Just 11th
other federal, state or local statute, law, ordinance, code, rule,
regulation, order or decree or other requirement regulating, relating to, or
imposing liability or standards of conduct (including but not limited to
permit requirements, and emission or effluent restrictions) concerning any
Hazardous Materials or any hazardous, toxic or dangerous waste, substance or
constituent, or any pollutant or contaminant or other substance, whether
solid, liquid or gas, as now or at any time hereafter in effect.

"Environmental Lien" means a Lien in favor of any governmental
entity for (a) any liability in excess of $100,000 under any Environmental
Law or (b) damages in excess of $100,000 arising from or costs in excess of
$100,000 incurred by such governmental entity in response to a Release of any
Hazardous Material or the spillage, disposal or release into the environment
of any other hazardous, toxic or dangerous waste, substance or constituent,
or other substance.

"Equipment" means all equipment of Borrower of every description,
including, without limitation, fixtures, furniture, vehicles and trade
fixtures, together with any and all accessions, parts and equipment attached
thereto or used in connection therewith, and any substitutions therefor and
replacements thereof.

"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time.
References to sections of ERISA shall be construed to also refer to any
successor sections.

"ERISA Affiliate" means any corporation, partnership, or other
trade or business (whether or not incorporated) that is, along with a
Company, a member of a controlled group of corporations or a controlled group
of trades or businesses, as described in Sections 414(b) and 414(c),
respectively, of the Code or Section 4001 of ERISA, or a member of the same
affiliated service group within the meaning of Section 414(m) of the Code.

"Eurocurrency Reserve Requirement" means, with respect to any IBOR
Rate Loan for any Interest Rate Period, a percentage equal to the daily
average during such Interest Rate Period of the percentages in effect on each
day of such Interest Rate Period, as prescribed by the Federal Reserve Board,
for determining the aggregate maximum reserve requirements (including all
basic, emergency, supplemental, marginal and other reserves) applicable to
"Eurocurrency liabilities" pursuant to Regulation D or any other then
applicable regulation of the Federal Reserve Board which prescribes reserve
requirements applicable to "Eurocurrency liabilities." Without limiting the
effect of the foregoing, the Eurocurrency Reserve Requirement shall reflect
any other reserves required to be maintained by Lenders against (i) any
category of liabilities that includes deposits by reference to which the IBOR
Rate is to be determined, or (ii) any category of extensions of credit or
other assets that includes IBOR Rate Loans. For purposes of this Agreement,
any IBOR Rate Loan hereunder shall be deemed to be "Eurocurrency
liabilities," as defined in Regulation D, and, as such, shall be deemed to be
subject to

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EX-10.35 12th Page of 96 TOC 1st Previous Next ↓Bottom Just 12th
such reserve requirements without the benefit of, or credit for, pro ration,
exceptions or offsets which may be available to any Lender from time to time
under Regulation D.

"Event of Default" has the meaning ascribed to such term in SECTION
6.1.

"Federal Funds Rate" means, for each day during any period, a
fluctuating interest rate per annum equal to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day
(or, if such day is not a Banking Day, for the next preceding Banking Day) by
the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Banking Day, the average of the quotations for such day
on such transactions received by Agent from three federal funds brokers of
recognized standing selected by it.

"Federal Reserve Board" means the Board of Governors of the Federal
Reserve System or any successor thereto.

"Fiscal Year" means any period of twelve (12) consecutive calendar
months ending on December 31. References to a Fiscal Year with a number
corresponding to any calendar year (e.g. "Fiscal Year 1997") refer to the
Fiscal Year ending on the thirty-first (31st) day of December occurring
during such calendar year.

"Fixtures" means all personal property of Borrower of every
description permanently attached or affixed to buildings or real property,
and all substitutions and replacements of any thereof.

"Funded Debt" means, as of the last day of any calendar quarter,
the sum of (i) the average daily outstanding principal balance of the
Revolving Loans for such calendar quarter, plus (ii) the aggregate
outstanding amount of all other interest-bearing Indebtedness of Borrower and
its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

"GAAP" means generally accepted accounting principles as in effect
from time to time, as applied in the preparation of the audited financial
statements referred to in SECTION 4.6.

"General Intangibles" means all general intangibles now owned or
hereafter acquired by Borrower, including, without limitation, all right,
title and interest of Borrower, in and to: (a) all tax refunds and tax refund
claims; (b) registered and unregistered patents, trademarks, service marks,
copyrights, tradenames, applications for any of the foregoing; and (c) all
trade secrets and other confidential information relating to the business of
Borrower.

"Hazardous Materials" means any toxic substance, hazardous
substance, hazardous material, hazardous chemical or hazardous waste defined
or qualifying as such in (or for the purposes of) any Environmental Law, or
any pollutant or contaminant, or any hazardous, toxic or dangerous waste,
substance or constituent, and shall include, but

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EX-10.35 13th Page of 96 TOC 1st Previous Next ↓Bottom Just 13th
not be limited petroleum, including crude oil, any radioactive material,
including but not limited to any source, special nuclear or by-product
material as defined at 42 U.S.C. Section 2011 ET SEQ., as amended or
hereafter amended, polychlorinated biphenyls and asbestos in any form or
condition.

"IBOR Base Rate" means, with respect to each Interest Rate Period
for a IBOR Rate Loan, the rate per annum at which Dollar deposits are offered
to the IBOR Office of BAI two (2) Banking Days prior to the beginning of such
Interest Rate Period by major banks in the interbank eurodollar market as at
or about the relevant local time of such IBOR Office, for delivery on the
first day of such Interest Rate Period, for the number of days comprised
therein and in an amount equal to the amount of the IBOR Rate Loan to be
outstanding during such Interest Rate Period. As used herein, "relevant
local time" as to any IBOR Office means 11:00 a.m., London time, when such
IBOR Office is located in Europe or the Middle East, and 10:00 a.m., Chicago
time, when such IBOR Office is located in North America or the Caribbean.

"IBOR Office" means with respect to any Lender the office or
offices selected by such Lender which shall be making or maintaining the IBOR
Rate Loans of such Lender hereunder or such other office or offices selected
by such Lender through which such Lender determines its IBOR Base Rate. A
IBOR Office of any Lender may be, at the option of such Lender, either a
domestic or foreign office.

"IBOR Rate" means, with respect to each Interest Rate Period for a
IBOR Rate Loan, a rate per annum (rounded upward, if necessary, to the
nearest one hundredth of one percent (1/100th of 1%)) determined pursuant to
the following formula:

IBOR Rate = IBOR BASE RATE + Applicable IBOR Margin
------------------------------
1-Eurocurrency Reserve Requirement

"IBOR Rate Loan" means any portion of the Revolving Loans which
bears interest at a rate determined with reference to the IBOR Rate.

"IFT Agreement" means that certain Agreement dated July 30, 1996
between Interactive Flight Technologies, Inc. and Hollingsead International,
Inc., as amended by that certain Amendment No. 1 to Agreement dated October
25, 1996, between Interactive Flight Technologies, Inc. and Hollingsead
International, Inc.

"Indebtedness" of any Person means, without duplication, (a) any
obligation of such Person for borrowed money, including, without limitation,
(i) any obligation of such Person evidenced by bonds, debentures, notes or
other similar debt instruments and (ii) any obligation for borrowed money
which is non-recourse to the credit of such Person but which is secured by a
Lien on any asset of such Person, (b) any obligation of such Person on
account of deposits or advances, (c) any obligation of such Person for the
deferred purchase price of any property or services, except Trade Accounts
Payable, (d) any obligation of such Person as lessee under a Capitalized
Lease, (e) any obligation of such Person with respect to interest rate swaps,
interest rate caps, interest rate collars or

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EX-10.35 14th Page of 96 TOC 1st Previous Next ↓Bottom Just 14th
other interest hedging agreements, (f) any obligation of such Person in
respect of foreign exchange contracts, (g) any obligation of such Person with
respect to letters of credit, acceptances, or guarantees of the obligations
of another Person, and (h) any Indebtedness of another Person secured by a
Lien on any asset of such first Person, whether or not such Indebtedness is
assumed by such first Person. For all purposes of this Agreement, the
Indebtedness of any Person shall include the Indebtedness of any partnership
in which such Person is a general partner or any joint venture to the extent
such Person is personally liable for the Indebtedness of such joint venture.

"ING Liens" means any and all Liens in favor of either ING (U.S.)
Capital Corporation, as agent, or Internationale Nederlanden (U.S.) Capital
Corporation, as agent, which Liens shall be terminated or released, as
appropriate, in connection with the initial funding of Revolving Loans.

"Interest Coverage" means, for any period, the ratio of (a) Pro
Forma EBITDA for such period, to (b) interest expense of Borrower during such
period, determined for Borrower and its Subsidiaries on a consolidated basis
in accordance with GAAP.

"Interest Rate Period" means with respect to any portion of the
Revolving Loan which is to bear interest at a rate determined with reference
to the IBOR Rate, the period commencing on the date on which the IBOR Rate is
deemed applicable to such portion of the Revolving Loan and ending on the
numerically corresponding day one (1), two (2), three (3) or six (6) months
thereafter; provided, however, that:

(a) any Interest Rate Period which would otherwise end on a day
which is not a Banking Day shall end on the next succeeding Banking Day
unless such next succeeding Banking Day falls in another calendar month, in
which case such Interest Rate Period shall end on the next preceding Banking
Day;

(b) any Interest Rate Period which begins on the last Banking Day
of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Rate
Period) shall end on the last Banking Day of the calendar month at the end of
such Interest Rate Period; and

"Inventory" means any and all of Borrower's goods (including,
without limitation, goods in transit) wheresoever located, which are held for
sale, furnished under any contract of service, or held as raw materials, work
in process, or supplies or materials used or consumed in Borrower's business,
or which are held for use in connection with the manufacture, packing,
shipping, advertising, selling or finishing of such goods, and any and all
goods the sale or other disposition of which has given rise to an Account
Receivable which are returned to and/or repossessed and/or stopped in transit
by, or at any time hereafter are in the possession or under the control of,
Borrower, Agent or any

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EX-10.35 15th Page of 96 TOC 1st Previous Next ↓Bottom Just 15th
Lender or any agent or bailee of any of them, and all documents of title or
other documents representing the same.

"Investment" of any Person means any investment, made in cash or by
delivery of any kind of property or asset, in any other Person, whether by
acquisition of shares of stock or similar interest, Indebtedness or other
obligation or security, or by loan, advance or capital contribution, or
otherwise.

"IPO" means the initial public offering of the common stock of
Borrower as described in the Registration Statement.

"Issuer" means BAI, any Related Party of BAI, or any other Lender
reasonably acceptable to Agent to issue Letters of Credit under this
Agreement upon the Application of Borrower.

"L/C Draft" means a draft drawn on Issuer pursuant to a Letter of
Credit.

"Lenders" means, collectively, BAI and any other Person that
becomes a Lender under this Agreement and each of their respective successors
and assigns as provided in this Agreement; and "Lender" means any one of
Lenders.

"Letter of Credit" means a standby letter of credit issued by
Issuer on the Application of Borrower.

"Letter of Credit Obligations" means, at any time, an amount equal
to the sum of, without duplication, (a) the aggregate outstanding face amount
of all Letters of Credit, plus (b) the aggregate outstanding face amount of
all accepted but unpaid L/C Drafts, plus (c) the unreimbursed amount of any
payment by Issuer in respect of any L/C Draft.

"Leverage Ratio" means, as of the last day of any calendar quarter,
the ratio of (a) Funded Debt as of such date, to (b) Pro Forma EBITDA for the
twelve (12) month period ending on such date.

"Liabilities" means all of the liabilities, obligations (including
obligations of performance) and indebtedness of Borrower to Agent, Issuer or any
Lender of any kind or nature, however created, arising or evidenced, whether
direct or indirect, absolute or contingent, now or hereafter existing or due or
to become due, and arising under, or in connection with, this Agreement, any
Note, any Related Agreement (including, without limitation, any Application or
Letter of Credit with respect thereto), including, without limitation, all
interest, charges, reasonable expenses, Attorneys' Fees and other sums
chargeable to Borrower by Agent, Issuer or any Lender hereunder or thereunder.
"Liabilities" shall also include any and all amendments, extensions and renewals
of any of the foregoing.

"Lien" means any security interest, mortgage, pledge,
hypothecation, judgment lien or similar legal process, title retention lien,
or other lien or encumbrance,

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including, without limitation, the interest of a vendor under any conditional
sale or other title retention agreement and the interest of a lessor under
any Capitalized Lease.

"Loan Account" has the meaning ascribed to such term in SECTION 2.3.

"Margin Stock" has the meaning ascribed to such term in Regulation
U of the Federal Reserve Board or any regulation substituted therefor, as in
effect from time to time.

"Material Adverse Effect" means (a) a material adverse effect upon
the condition (financial or otherwise), operations, performance, prospects or
properties of Borrower and its Subsidiaries taken as a whole, (b) the
impairment of Agent's interest, for the benefit of itself, Issuer and
Lenders, in any material portion of the property securing the Liabilities or
securing any guaranty of the Liabilities or the material diminution in the
value of such property taken as a whole, or (c) the prospect of payment or
performance of any material obligation or material agreement of Borrower or
any other Obligor hereunder or under any Related Agreement is materially
impaired.

"Material Operating Company" means each of Hollingsead
International, Inc., Cory Components, Inc., Tri-Star Electronics
International, Inc., Aerospace Display Systems, Inc., Elsinore Aerospace
Services, Inc. and each additional Subsidiary of Borrower acquired or formed
pursuant to or in connection with a Permitted Acquisition (or such other
acquisition consented to in writing by Requisite Lenders) and deemed by
Requisite Lenders to be a Material Operating Company.

"Maximum Revolving Loan Amount" means, with respect to any Lender,
the maximum amount of Revolving Loans which such Lender has agreed, pursuant
to the terms and conditions of this Agreement, to make available to Borrower,
as set forth on the signature page hereto or in an Assignment and Acceptance
Agreement executed by such Lender.

"Minimum Net Worth Amount" means, at any time, an amount equal to
the sum of (i) ninety-five percent (95%) of Base Net Worth, plus (ii) fifty
percent (50%) of net income of Borrower, determined in accordance with GAAP
on a consolidated basis, for each calendar quarter period that has ended
after April 1, 1997, plus (iii) the net proceeds received by Borrower from
the sale, issuance, exchange or other disposition of any of its capital stock
or other equity interests; provided, that any net loss of Borrower,
determined in accordance with GAAP on a consolidated basis, for any calendar
quarter period shall not be taken into account in the foregoing calculation.

"Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA that is maintained for employees of Borrower or
any ERISA Affiliate.

"Net Worth" means, as of the last day of any calendar quarter, the
consolidated assets of Borrower and its Subsidiaries on such date, less the
consolidated

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liabilities of Borrower and its Subsidiaries on such date, each as determined
in accordance with GAAP.

"Note" means any promissory note of Borrower evidencing any loan or
advance made by any Lender to Borrower pursuant to this Agreement, as the
same may be amended, modified or supplemented from time to time.

"Obligor" means Borrower and each other Person who is or shall
become primarily or secondarily liable on any of the Liabilities, or who
grants to Agent, for the benefit of itself, Issuer and Lenders, a Lien on any
property of such Person as security for any of the Liabilities.

"Occupational Safety and Health Laws" means the Occupational Safety
and Health Act of 1970 and any other federal, state or local statute, law,
ordinance, code, rule, regulation, order or decree regulating, relating to or
imposing liability or standards of conduct concerning employee health and/or
safety.

"Participant" means any Person, now or at any time or times
hereafter, participating with any Lender, pursuant to the provisions of
SECTION 11.9, in the Revolving Loans made or Letters of Credit issued,
pursuant to this Agreement or any Related Agreement.

"Payment Liabilities" means all Liabilities other than (i)
contingent obligations of Borrower with respect to which none of Agent,
Issuer nor any Lender has asserted a claim against Borrower, and (ii)
non-monetary obligations of performance; provided, that Payment Liabilities
shall include the Letter of Credit Obligations.

"PBGC" means the Pension Benefit Guaranty Corporation and any
entity succeeding to any or all of its functions under ERISA.

"Pension Plan" means a "pension plan," as such term is defined in
Section 3(2) of ERISA, that is subject to the provisions of Title IV of ERISA
(other than a Multiemployer Plan) that is maintained for employees of
Borrower or any ERISA Affiliate.

"Permitted Acquisition" means any acquisition after the date hereof
by Borrower, a Subsidiary of Borrower or any Subsidiary formed by Borrower
for such purpose (a "New Subsidiary"), of all or substantially all of the
business and assets or capital stock of any Person that is a going concern
and that is in substantially the same field of business as Borrower and its
Subsidiaries as of the date hereof, that satisfies the following conditions:

(a) no Event of Default or Unmatured Event of Default is in
existence at the time of such acquisition or would be caused thereby after
giving effect thereto;

(b) total consideration for any acquisition (including, without
limitation, cash purchase price, liabilities assumed, deferred or financed
purchase price and purchase

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price characterized as consulting agreements, noncompetition payments and the
like), does not exceed Ten Million Dollars ($10,000,000);

(d) if (i) a New Subsidiary is formed, (ii) Borrower or any
Subsidiary of Borrower acquires all or substantially all of the capital stock
of any Person or (iii) Borrower or any Subsidiary of Borrower acquires any
assets not automatically subject to the Lien granted in favor of Agent
pursuant to SECTION 3.1, Agent, as applicable, has obtained a guaranty from
such New Subsidiary or such Person, or has obtained a first priority Lien on
such New Subsidiary's or such Person's stock and assets, together with such
opinions, certificates and other agreements as Agent shall request;

(e) the boards of directors of the Persons involved in the
proposed acquisition have approved such acquisition; and

(f) Agent has received a certificate from Borrower's chief
executive officer, president or chief financial officer (i) certifying that
all of the applicable conditions contained herein to treating such
acquisition as a Permitted Acquisition have been satisfied and (ii)
containing a computation of, and showing compliance with, SECTIONS 5.24,
5.25, 5.26, 5.27 and 5.28 after giving effect to the proposed acquisition,
together with such financial information as Requisite Lenders shall request
to verify such compliance.

"Person" means any individual, sole proprietorship, partnership,
joint venture, trust, unincorporated organization, limited liability company,
association, corporation, institution, entity, or government (whether
national, federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department
thereof).

"Pro Forma EBITDA" means, for any period, EBITDA for such period
PLUS, for any Permitted Acquisition and any acquisition consented to in
writing by Requisite Lenders, in each case consummated during the period of
measurement for which EBITDA is being calculated (each, a "Lender Approved
Acquisition", it being agreed that, solely for purposes of this definition,
the ADS Acquisition is a Lender Approved Acquisition, and that, solely for
purposes of this definition, the Elsinore Acquisition is not a Lender
Approved Acquisition), EBITDA attributable to such Lender Approved
Acquisition based on the most recent financial statements (audited, if
available) provided to Borrower or any of its Subsidiaries in connection with
the consummation of such acquisition, but solely for a number of months
immediately preceding the consummation of the applicable Lender Approved
Acquisition, which number equals twelve (12) less the number of months
following the consummation of the applicable Lender Approved Acquisition for
which financial statements of Borrower and its Subsidiaries have been
delivered to Agent pursuant to SECTION 5.1.1(b). EXHIBIT D sets forth the
calculation of Pro Forma EBITDA for the twelve (12) month period ending
December 31, 1996.

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"Pro Rata Share" means, with respect to any Lender, a fraction
(expressed as a percentage in nine (9) decimal places), the numerator of
which shall be the Maximum Revolving Loan Amount of such Lender and the
denominator of which shall be the aggregate amount of the Maximum Revolving
Loan Amounts of all Lenders.

"Recapitalization" means the transactions described in Borrower's
Registration Statement under the heading "Description of Capital Stock -- The
Recapitalization", which transactions shall be consummated prior to, or
concurrently with, the initial funding of Revolving Loans.

"Reference Rate" means, at any time, the higher of (a) the rate of
interest then most recently announced by BAI at Chicago, Illinois as its
reference rate, and (b) one-half of one percent (0.50%) per annum above the
latest Federal Funds Rate. Each change in the interest rate on any Revolving
Loan (other than a IBOR Rate Loan) shall take effect on the effective date of
the change in the Reference Rate.

"Register" has the meaning ascribed to such term in SECTION 11.9(d).

"Registration Statement" means the Form S-1 Registration Statement
of Borrower filed with the Securities and Exchange Commission on January 17,
1997, as amended.

"Related Agreement" means any agreement, instrument or document
(including, without limitation, notes, guarantees, chattel mortgages,
pledges, powers of attorney, consents, assignments, contracts, notices,
security agreements, leases, financing statements, subordination agreements,
intercreditor agreements, trust account agreements and all other written
matter) heretofore, now, or hereafter delivered to Agent or any Lender by any
Company with respect to or in connection with or pursuant to this Agreement
or any of the Liabilities, and executed by or on behalf of a Company, as each
of the same may be amended, modified or supplemented from time to time by
such Company, and shall specifically include any Notes.

"Related Party" means, with respect to any Person, any other Person
(a) that directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such first Person or a
subsidiary of such first Person, (b) that beneficially owns or holds ten
percent (10%) or more of the equity interest of such first Person or a
subsidiary of such first Person or (c) ten percent (10%) or more of the
equity interest of which is beneficially owned or held by such first Person
or a subsidiary of such first Person. The term "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

"Release" means any actual or threatened spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping or disposing of Hazardous Materials into the environment.

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"Reportable Event" has the meaning given to such term in ERISA.

"Requisite Lenders" means Lenders having, in the aggregate, Pro
Rata Shares of at least sixty-six and two-thirds percent (66 2/3%).

"Revolving Credit Amount" means the maximum amount of Revolving
Loans which Lenders will make available to Borrower, as such amount may be
reduced pursuant to SECTION 2.1.2. On the date hereof, Revolving Credit
Amount is equal to Forty Million Dollars ($40,000,000).

"Revolving Loan" has the meaning ascribed to such term in SECTION
2.1.1.

"Revolving Loan Availability" means, at any time, the Revolving Credit
Amount at such time minus the Letter of Credit Obligations at such time.

"Subsidiary" means any Person of which or in which a Company and
its other Subsidiaries own directly or indirectly more than fifty percent
(50%) of (a) the combined voting power of all classes of stock having general
voting power under ordinary circumstances to elect a majority of the board of
directors of such Person, if it is a corporation, (b) the membership
interests, the capital interest or profits interest of such Person, if it is
a limited liability company, partnership, joint venture or similar entity or
(c) the beneficial interest of such Person, if it is a trust, association or
other unincorporated organization.

"Supplemental Documentation" has the meaning ascribed to such term
in SECTION 3.3.

"Taxes" with respect to any Person means taxes, assessments or
other governmental charges or levies imposed upon such Person, its income or
any of its properties, franchises or assets.

"Termination Date" means April __, 2002.

"Trade Accounts Payable" of any Person means trade accounts payable
of such Person incurred in the ordinary course of such Person's business and
having payment terms consistent with past practices of such Person.

"UCC" means the Uniform Commercial Code as in effect in the State
of Illinois, and any successor statute, together with any regulations
thereunder, in each case as in effect from time to time. References to
sections of the UCC shall be construed to also refer to any successor
sections.

"Unmatured Event of Default" means any event or condition which,
with the lapse of time or giving of notice to Borrower, would constitute an
Event of Default.

"Working Capital Ratio" means, at any time, the consolidated
current assets of Borrower and its Subsidiaries (excluding the inventory of
Borrower and its

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EX-10.35 21st Page of 96 TOC 1st Previous Next ↓Bottom Just 21st
Subsidiaries) at such time, divided by the sum (without duplication) of the
consolidated current liabilities of Borrower and its Subsidiaries and the
outstanding principal amount of the Liabilities, each as determined in
accordance with GAAP.

1.2. OTHER DEFINITIONAL PROVISIONS.

Unless otherwise defined or the context otherwise requires, all
financial and accounting terms used herein or in any certificate or other
document made or delivered pursuant hereto shall be defined in accordance with
GAAP. If any changes in accounting principles from those used in the
preparation of the financial statements referred to in SECTION 4.6 hereafter
occur as a result of the promulgation of rules, regulations, pronouncements, or
opinions by the Financial Accounting Standards Board or the American Institute
of Certified Public Accountants (or successors thereto or agencies with similar
functions) and result in a change in the method of calculation of financial
covenants, standards, or terms found in this Agreement, upon the request of
Borrower or the Requisite Lenders, Borrower, Agent and Requisite Lenders agree
to enter into negotiations to amend such financial covenants, standards or terms
so as to equitably reflect such changes with the desired result that the
evaluations of the Borrower's financial condition shall be the same after such
changes as if such changes had not been made; provided, however, that until
Borrower, Agent and Requisite Lenders have reached a definitive agreement on
such amendments, Borrower's financial condition shall continue to be evaluated
on the same principles as those used in the preparation of the financial
statements referred to in SECTION 4.6 prior to such change in accounting
principles.

Unless otherwise defined therein, all terms defined in this Agreement
shall have the defined meanings when used in any Related Agreement or
Supplemental Documentation. Terms used in this Agreement which are defined in
any SCHEDULE or EXHIBIT hereto shall, unless the context otherwise indicates,
have the meanings given them in such SCHEDULE or EXHIBIT. Other terms used in
this Agreement shall, unless the context indicates otherwise, have the meanings
provided for by the UCC to the extent the same are used or defined therein.

1.3. INTERPRETATION OF AGREEMENT.

A SECTION, an EXHIBIT or a SCHEDULE is, unless otherwise stated, a
reference to a section hereof, an exhibit hereto or a schedule hereto, as the
case may be. Section captions used in this Agreement are for convenience only
and shall not affect the construction of this Agreement. The words "hereof,"
"herein," "hereto" and "hereunder" and words of similar import when used in this
Agreement refer to this Agreement as a whole and not to any particular provision
of this Agreement.

COMPLIANCE WITH FINANCIAL RESTRICTIONS.

Compliance with each of the financial ratios and restrictions
contained in SECTION 5 shall, except as otherwise provided herein, be determined
in accordance with GAAP, consistently followed, subject to SECTION 1.2.

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EX-10.35 22nd Page of 96 TOC 1st Previous Next ↓Bottom Just 22nd
2. LOANS; LETTERS OF CREDIT; OTHER MATTERS.

2.1. REVOLVING LOANS.

2.1.1. REVOLVING LOANS.

(a) Subject to the terms and conditions of this Agreement and in
reliance upon the warranties and representations of Borrower set forth herein
and the warranties and representations of each other Obligor set forth in the
Related Agreements, each Lender, severally and not jointly, agrees to make its
Pro Rata Share of such loans or advances (individually each a "Revolving Loan"
and collectively the "Revolving Loans") from time to time before the Termination
Date to Borrower as Borrower may from time to time request; provided, that the
aggregate outstanding principal amount of the Revolving Loans shall not at any
time exceed Revolving Loan Availability. Revolving Loans made by or on behalf
of Lenders may be repaid in a minimum amount of Two Hundred Fifty Thousand
Dollars ($250,000) and in minimum increments of Two Hundred Fifty Thousand
Dollars ($250,000) and, subject to the terms and conditions hereof, reborrowed
to but not including the Termination Date unless the Credit extended under this
Agreement is otherwise terminated as provided in this Agreement. No Lender shall
be obligated at any time to make available to Borrower its Pro Rata Share of any
requested Revolving Loan if such amount, plus its Pro Rata Share of all
Revolving Loans then outstanding to Borrower plus its Pro Rata Share of all then
existing Letter of Credit Obligations, would exceed such Lender's Maximum
Revolving Loan Amount.

No Lender shall be obligated to make available its Pro Rata Share of
any Revolving Loans during the occurrence and continuance of any Event of
Default or Unmatured Event of Default. Neither Agent nor any Lender shall be
responsible for any failure by any other Lender to perform its obligations to
make advances hereunder, and the failure of any Lender to make its Pro Rata
Share of any advance hereunder shall not relieve any other Lender of its
obligation, if any, to make its Pro Rata Share of Revolving Loans hereunder, nor
require such other Lender to make more than its Pro Rata Share of any Revolving
Loans hereunder.

If Borrower makes a request for a Revolving Loan pursuant to the terms
hereof, Agent shall notify each Lender by telecopy or other similar form of
teletransmission of the proposed advance (A) on the same day Agent is notified
by Borrower of Borrower's request for an advance hereunder if such notice is
received by Agent by 11:30 a.m., Chicago time on such day or (B) on the next
Banking Day following the day Agent is notified by Borrower of Borrower's
request for an advance hereunder if such notice is received by Agent after 11:30
a.m. Chicago time, on such day. Each Lender will make the amount of its Pro
Rata Share of each proposed advance available to Agent for the account of
Borrower in immediately available funds, by 1:00 p.m (Chicago time) on the day
requested. Agent shall promptly remit to Borrower such immediately available
funds received from a Lender.

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(b) All Revolving Loans hereunder shall be paid by Borrower on the
Termination Date, unless payable sooner pursuant to the provisions of this
Agreement, but may, at Borrower's election, be repaid at any time prior to such
date in a minimum amount of Two Hundred Fifty Thousand Dollars ($250,000) and in
minimum increments of Two Hundred Fifty Thousand Dollars ($250,000) without
premium or penalty (other than as expressly provided in SECTION 2.4.5 with
respect to IBOR Rate Loans repaid prior to the end of the applicable Interest
Rate Period).

2.1.2. PREPAYMENT OF ALL LIABILITIES; REDUCTION OF REVOLVING
CREDIT AMOUNT.

Upon three (3) Banking Days prior written notice to Agent, Borrower
may prepay in full all of the outstanding Revolving Loans and Letter of Credit
Obligations, without premium or penalty (other than as expressly provided in
SECTION 2.4.5 with respect to IBOR Rate Loans repaid prior to the end of the
applicable Interest Rate Period), by prepaying the outstanding principal balance
of the Revolving Loans, together with (a) all accrued and unpaid interest on the
Payment Liabilities and (b) all other outstanding Payment Liabilities. Borrower
may permanently reduce the Revolving Credit Amount in increments of One Million
Dollars ($1,000,000).

2.2. LETTERS OF CREDIT.

(a) In addition to Revolving Loans made pursuant to SECTION 2.1,
Agent will, upon receipt of duly executed Applications and such other documents,
instruments and/or agreements as Issuer or Agent may reasonably require,
request, on Borrower's behalf, that Issuer issue Letters of Credit for the
account of Borrower on such terms as are reasonably satisfactory to Agent and
Issuer, provided, however that no Letter of Credit will be issued if, after
taking such Letter of Credit into account, the Letter of Credit Obligations
exceed either (x) Five Million Dollars ($5,000,000), exclusive of any Letter of
Credit Obligations described in SECTION 5.14(g) or (y) the Revolving Credit
Amount minus the outstanding principal balance of the Revolving Loans. No
Letter of Credit shall be used to support worker's compensation obligations or
have a tenor of more than one year from the issue date thereof (unless Requisite
Lenders, in their sole discretion, otherwise agree in writing to a longer tenor)
or an expiry date after the thirtieth (30th) day prior to the Termination Date.

(b) Borrower agrees to pay to Issuer, on demand, Issuer's standard
issuance, amendment, negotiation and administrative operating fees and charges
in effect from time to time for issuing and administering any Letters of Credit
on Borrower's Application. Borrower further agrees to pay Agent (i) for the
benefit of Lenders, a per annum commission equal to the Applicable IBOR Margin
then in effect for Revolving Loans (calculated on the basis of a year consisting
of three hundred sixty (360) days and paid for actual days elapsed) of the daily
average of the undrawn amount of each Letter of Credit issued on Borrower's
Application and on each L/C Draft accepted in connection therewith and (ii) for
the benefit of Issuer, a fronting fee upon the issuance of any Letter of Credit
equal to the greater of one-quarter of one percent (0.25%) of the face amount of
the Letter of Credit and Two Hundred Fifty Dollars ($250). Such Letter of
Credit commissions shall be paid in arrears on the first day of

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each calendar quarter, commencing April 1, 1997. At all times that any
Default Rate is being charged under this Agreement, the Letter of Credit
commission shall be equal to two percent (2.0%) per annum in excess of the
otherwise applicable commission. Each Lender hereby agrees that if any of the
fees and charges owing to the Issuer (or to the Agent for the benefit of
Issuer) are not paid when due, each Lender shall, without regard to any other
provision of this Agreement or any other Related Agreement, any defense that
Borrower may have to its obligation to pay Issuer (or Agent for the benefit
of Issuer) in connection with such fees and charges or any defense that any
Lender may have in connection with the participation described in SECTION
2.2(e) in connection with any Letter of Credit or L/C Draft, pay Issuer (or,
as applicable, Agent for the benefit of Issuer) for such Lender's Pro Rata
Share of such fees and charges, and any payments so made by Lenders to Issuer
(or, as applicable, to Agent for the benefit of Issuer) shall be deemed to be
Revolving Loans to Borrower. Each Lender (other than a Lender that is
Issuer) acknowledges and agrees that it shall not be entitled to any of the
fees and charges of Issuer.

(c) Subject to the remaining sentences of this clause (c), Borrower
agrees to reimburse Issuer, on demand, for each payment made by Issuer under or
pursuant to any Letter of Credit or L/C Draft issued or made on Borrower's
behalf and if not so reimbursed, each Lender shall, without regard to any other
provision of this Agreement or any other Related Agreement, any defense that
Borrower may have to its obligation to reimburse Issuer in connection with such
payment or any defense that any Lender may have in connection with the
participation described in SECTION 2.2(e) in connection with any such Letter of
Credit or L/C Draft, reimburse Issuer for such Lender's Pro Rata Share of such
payment, and any payments so made by Lenders to Issuer shall be deemed to be
Revolving Loans to Borrower. Agent and Lenders agree that so long as there is
sufficient Revolving Loan Availability and provided that no Event of Default is
then continuing in existence or would be caused thereby, upon the written
request of Borrower, Agent will provide for the payment of any reimbursement
obligations of Borrower under SECTION 2.2 and any interest accrued thereon by
advancing the amount thereof to Borrower as a Revolving Loan. Prior to such
advance, the amount of such reimbursement obligations shall bear interest at the
Base Rate. In the event a Letter of Credit or L/C Draft is not reimbursed by
Borrower or otherwise from a Revolving Loan as provided herein, Borrower agrees
to pay Agent, for the benefit of itself and Lenders, on demand, interest at the
Default Rate on any amounts paid by Issuer in respect of a Letter of Credit or
an L/C Draft issued or made on Borrower's behalf until the reimbursement of
Issuer by Borrower of such payment.

(d) At the election of Agent at any time during the existence and
continuance of an Event of Default, Borrower shall, upon Agent's demand, deliver
to Agent cash collateral equal to the aggregate Letter of Credit Obligations.
Any such cash collateral and/or any amounts received by Agent in payment of the
Revolving Loan made pursuant to this paragraph (d) shall be held by Agent, for
the benefit of itself, Issuer and Lenders, in a separate account appropriately
designated as a cash collateral account in relation to this Agreement and the
Letters of Credit and shall be retained by Agent, for the benefit of itself,
Issuer and Lenders, as security in respect of the Liabilities under or in
connection with the Letters of Credit and L/C Drafts. Such amounts shall not be
used by Agent to pay any

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amounts drawn or paid under or pursuant to any Letter of Credit or L/C Draft,
but may be applied to reimburse Issuer for drawings or payments under or
pursuant to Letters of Credit or L/C Drafts which Issuer has paid. Any amounts
remaining in any cash collateral account established pursuant to this paragraph
(d) following the first to occur of the nonexistence of all Events of Default
or the reimbursement in full of all Payment Liabilities in respect of
outstanding Letter of Credit Obligations, shall be returned to Borrower.

(e) Immediately upon the issuance of a Letter of Credit in accordance
with this Agreement, each Lender shall be deemed to have irrevocably and
unconditionally purchased and received from Issuer, without recourse or
warranty, an undivided interest and participation therein to the extent of such
Lender's Pro Rata Share (including, without limitation, all obligations of
Issuer thereunder to fund a draw with respect thereto); provided, that such
interest and participation therein shall not entitle a Lender to any of Issuer's
standard issuance, amendment, negotiation, or administration operating fees and
charges in connection with such Letter of Credit. Borrower indemnifies each of
Agent and each Lender against any and all liability and expense it may incur in
connection with any Letter of Credit or L/C Draft to Persons other than Agent or
any Lender and agrees to reimburse each of Agent and each Lender for any such
payment made by Agent or any Lender to Issuer, except for any liability incurred
or payment made as a result of Agent's or such Lender's gross negligence or
willful misconduct.

2.3. LOAN ACCOUNT; DEMAND DEPOSIT ACCOUNT.

Agent shall establish or cause to be established on its books in
Borrower's name one or more accounts (each a "Loan Account") to evidence
Revolving Loans made to Borrower. Agent or Lenders, as appropriate, will credit
or cause to be credited to commercial accounts (each a "Demand Deposit Account")
maintained by Borrower at BAI's 231 South LaSalle Street, Chicago, Illinois
office, the amount of any sums advanced as Revolving Loans hereunder, which
shall be disbursed at Borrower's direction. Any amounts advanced as Revolving
Loans hereunder which are credited to Borrower's Demand Deposit Account will be
debited to the Loan Account and result in an increase in the principal balance
outstanding in the Loan Account in the amount thereof.

2.4. INTEREST AND FEES.

2.4.1. INTEREST.

(a) INTEREST TO MATURITY. Unless Borrower elects to have a portion
of the Revolving Loans bear interest at the IBOR Rate, each Revolving Loan shall
be deemed to be a Base Rate Loan and the unpaid principal amount thereof shall
bear interest until maturity at a per annum rate equal to the Base Rate.

(b) IBOR RATE OPTION. Borrower shall have the right, from time to
time, to designate portions of the Revolving Loans as bearing interest at the
then applicable IBOR Rate, by means of a written notice to Agent specifying (i)
the amount of such Revolving

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Loans that will bear interest at a IBOR Rate, (ii) the date on which the
applicable Interest Rate Period shall begin; and (iii) the Interest Rate Period
applicable thereto. All designations of Revolving Loans as IBOR Rate Loans must
be received by Agent not later than 11:00 a.m., Chicago time, two (2) Banking
Days prior to the date the applicable Interest Rate Period is to begin (or is to
be continued). Notwithstanding the foregoing, (A) all undesignated portions of
the Revolving Loans shall bear interest at the rate set forth in SECTION
2.4.1(a), and (B) in no event may more than five (5) IBOR Rate Loans having
different Interest Rate Periods be outstanding at any one time. Each designation
by Borrower of a IBOR Rate Loan shall be irrevocable. Notwithstanding anything
contained herein to the contrary, if an Event of Default exists (x) no IBOR Rate
Loan may be commenced or continued, and (y) at the end of its Interest Rate
Period, each IBOR Rate Loan shall be converted to a Base Rate Loan.

(c) DEFAULT RATE. If any Event of Default is in existence, at the
option of Requisite Lenders and upon written notice by Agent to Borrower, the
entire unpaid principal balance of the Revolving Loans shall bear interest until
no such Events of Default are in existence at a rate per annum equal to the
greater of (i) the applicable interest rate from time to time in effect plus two
percent (2%) and (ii) two percent (2%) above the applicable interest rate in
effect at the time of such Event of Default.

2.4.2. FEES.

(a) NONUSE FEE. Borrower agrees to pay to Agent, for the benefit of
Lenders, a per annum fee equal to the Applicable Non-Use Fee Margin on the daily
average amount by which the Revolving Credit Amount exceeds the outstanding
principal balance of the Revolving Loans plus the Letter of Credit Obligations.
The fee provided for in this SECTION 2.4.2 shall be payable quarterly in arrears
on the first day of each calendar quarter commencing April 1, 1997, and on the
date the Credit terminates for the portion of the calendar quarter then elapsed.

(b) FEE LETTER. Borrower agrees to pay the fees set forth in that
certain Fee Letter dated March 21, 1997 among Agent, Borrower and BancAmerica
Securities, Inc.

2.4.3. PAYMENT OF INTEREST AND FEES.

Until maturity, interest on the Revolving Loans shall be payable in
arrears on the first (1st) day of each calendar quarter, commencing on April 1,
1997, and at maturity; provided, that interest on IBOR Rate Loans shall be
payable in arrears on the last day of the Interest Rate Period applicable
thereto and at maturity; provided, further, that if the Interest Rate Period
applicable to a Revolving Loan has a tenor of more than three (3) months,
interest on such Revolving Loan shall also be payable at the end of the third
month following the beginning of such Interest Rate Period. After maturity,
whether by acceleration or otherwise, accrued but unpaid interest shall be
payable on demand.

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2.4.4. METHOD OF CALCULATING INTEREST AND FEES.

Interest on the unpaid principal amount of each Revolving Loan shall
accrue from and including the date such Revolving Loan is made to, but not
including, the date such Revolving Loan is paid. Interest and any fees shall be
calculated on the basis of a year consisting of three hundred sixty (360) days
and paid for actual days elapsed; provided, that the computation of interest on
IBOR Rate Loans shall include the date on which the applicable Interest Rate
Period began, but shall exclude the last day of the applicable Interest Rate
Period. IBOR Rate Loans not repaid on the last day of the Interest Rate Period
applicable thereto shall be continued as IBOR Rate Loans (to the extent Borrower
provides written notice thereof to Agent and satisfies the requirements of
SECTION 2.4.1(b)) or converted into Base Rate Loans and bear interest as
provided herein, from and including the last day of such Interest Rate Period.
Changes in any interest rate provided for herein which are due to changes in the
Reference Rate shall take effect on the effective date of the change in the
Reference Rate.

2.4.5. FUNDING INDEMNIFICATION.

If any payment of a IBOR Rate Loan occurs on a date which is not the
last day of the applicable Interest Rate Period, whether because of
acceleration, prepayment or otherwise, Borrower will indemnify each Lender and
Agent for any loss or cost incurred by it resulting therefrom, including,
without limitation, any loss or cost in liquidating or employing deposits
acquired to fund or maintain such Revolving Loan. Agent shall deliver a written
statement as to the amount due, if any, under this SECTION 2.4.5, after
consultation with each Lender so affected. Such written statement shall set
forth in reasonable detail the calculations upon which Agent and such Lender
determined such amount and shall be final, conclusive and binding on Borrower
and Lenders in the absence of manifest error. Determination of amounts payable
under this SECTION 2.4.5 shall be calculated as though each Lender funded its
IBOR Rate Loans through the purchase of a deposit of the type and maturity
corresponding to the IBOR Rate Loan and applicable Interest Rate Period bearing
interest at the IBOR Base Rate whether or not the Lender actually funded the
Revolving Loan in that manner. The amount specified in the written statement
shall be payable on demand after receipt by Borrower of the written statement.

2.4.6. AVAILABILITY OF INTEREST RATE OPTIONS.

If any Lender determines that maintenance of any of its IBOR Rate
Loans would violate any applicable law, rule, regulation or directive, whether
or not having the force of law, such Lender shall immediately notify Agent
thereof and Agent shall suspend the availability of such IBOR Rate Loans and
require any IBOR Rate Loans outstanding and so affected to be repaid or, at
Borrower's option, converted to Base Rate Loans; or if any Lender determines
that (i) deposits of a type or maturity appropriate to match fund IBOR Rate
Loans are not available, (ii) the IBOR Rate does not accurately reflect the cost
of making such Revolving Loans, or (iii) such Lender's ability to make or
maintain IBOR Rate Loans has been materially adversely affected by the
occurrence of any event

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after the date hereof, then such Lender shall immediately notify Agent thereof
and Agent shall suspend the availability of the IBOR Rate Loans, as applicable,
after the date of any such determination, and any existing IBOR Rate Loans shall
be converted to Base Rate Loans as soon as practicable and in any case no later
than the end of the applicable Interest Rate Period.

2.4.7. OBLIGATION TO MITIGATE.

Agent and each Lender agrees that if it becomes aware of either (i)
the occurrence of an event or the existence of a condition described in SECTION
2.4.6 or SECTION 9.3 that would cause Agent or such Lender to make a
determination of the nature described therein, or (ii) the imposition,
assessment or collection of any Taxes on or in respect of any Revolving Loan or
Letter of Credit (other than Taxes based on the income of Agent or such Lender,
as the case may be), Agent or such Lender will, to the extent consistent with
its internal policies, use reasonable efforts to make, fund or maintain the
affected Revolving Loans or Letters of Credit through another lending office of
such Agent or such Lender, if any, if, as a result thereof, the additional
amounts (after taking into account the additional expenses incurred in
connection with utilizing such other lending office) that would otherwise be
required to be paid to Agent or such Lender in respect thereof, would be
reduced, or IBOR Rate Loans could be maintained, as the case may be, and if, as
determined by Agent or such Lender in its reasonable discretion, the issuing,
making, funding or maintaining of such Revolving Loans or Letters of Credit
through such other lending office would not adversely affect Agent or such
Lender or such Revolving Loans or Letters of Credit. Borrower hereby agrees to
pay all reasonable expenses incurred by Agent or any Lender in using another
lending office pursuant to this SECTION 2.4.7.

2.5. REQUESTS FOR REVOLVING LOANS AND LETTERS OF CREDIT; OTHER INFORMATION.

(a) Revolving Loans shall be in a minimum amount of Two Hundred Fifty
Thousand Dollars ($250,000) and in minimum increments of Two Hundred Fifty
Thousand Dollars ($250,000) and shall be requested in writing or by telephone
and Letters of Credit shall be requested in writing.

(b) In the event that Borrower shall at any time, or from time to
time, make a request for a Revolving Loan hereunder, Borrower agrees to
forthwith provide Agent and Lenders with such information, at such frequency and
in such format, as is reasonably required by Agent, such information to be
current as of the time of such request.

(c) Borrower may request, telephonically or by written authorization,
the disbursement of Revolving Loans by Agent or Lenders and by written
authorization, the issuance of Letters of Credit by Issuer, as appropriate.
Borrower shall provide Agent with documentation satisfactory to Agent indicating
the names of those employees of Borrower authorized by Borrower to make
telephonic requests for Revolving Loans, written requests for Letters of Credit,
and/or to authorize disbursement of the proceeds of Revolving Loans by wire
transfer or otherwise, and Agent and Lenders shall be entitled to rely upon such

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documentation until notified in writing by Borrower of any change(s) in the
names of the employees so authorized. Agent and Lenders shall be entitled to
act on the instructions of anyone identifying himself as one of the persons
authorized to request Revolving Loans, or disbursements of Revolving Loan
proceeds by telephone and Borrower shall be bound thereby in the same manner as
if the person were actually so authorized. Borrower agrees to indemnify and
hold each of Agent and each Lender harmless from any and all claims, damages,
liabilities, losses, costs and expenses (including Attorneys' Fees) which may
arise or be created by the acceptance of instructions for making or paying
Revolving Loans in writing or by telephone, except for such claims, damages,
liabilities, losses, costs and expenses arising as a result of the gross
negligence or willful misconduct of Agent or any Lender. Subject to SECTION
2.4.1(b), each such request must be received by Agent no later than (i) 11:30
a.m. (Chicago time), with respect to Revolving Loans on the date on which such
Revolving Loan is requested to be made and (ii) with respect to Letters of
Credit, on the date that is five (5) Banking Days prior to the date on which
such Letter of Credit is requested to be issued.

2.6. STATEMENTS.

All Revolving Loans and Letters of Credit and payments hereunder shall
be recorded on Agent's books, which shall be rebuttably presumptive evidence of
the amount of such Revolving Loans and Letters of Credit outstanding at any time
hereunder. Agent will account monthly as to all Revolving Loans and Letters of
Credit and payments hereunder and, absent demonstrable error, each monthly
accounting will be fully binding on Borrower unless, within sixty (60) days of
Borrower's receipt thereof, Borrower shall provide Agent with a reasonably
specific listing of exceptions. Notwithstanding any term or condition of this
Agreement to the contrary, however, the failure of Agent to record the date and
amount of any Revolving Loan or Letter of Credit hereunder shall not limit or
otherwise affect the obligation of Borrower to repay any such Revolving Loan or
the amount of any Letter of Credit Obligation.

2.7. ALL LOANS ONE OBLIGATION.

The Revolving Loans under this Agreement shall constitute one
Revolving Loan, and all Indebtedness and other Liabilities of Borrower under
this Agreement and any of the Related Agreements shall constitute one general
obligation secured by Agent's Liens, for the benefit of itself, Issuer and
Lenders, heretofore, now, or at any time or times hereafter granted by Borrower
or any other Obligor to Agent, for the benefit of itself, Issuer and Lenders.
Borrower agrees that all of the rights of Agent and Lenders set forth in this
Agreement shall apply to any modification of or supplement to this Agreement,
any Schedules or Exhibits hereto, and the Related Agreements, unless otherwise
agreed in writing.

MAKING OF PAYMENTS; CHARGING OF ACCOUNTS.

(a) All payments hereunder (including payments with respect to any
Notes) shall be made without set-off or counterclaim and shall be made to Agent,
on the date due at BAI's office at 231 South LaSalle Street, Chicago, Illinois
60697, or at such other place as

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may be designated by Agent to Borrower in writing. All payments by Borrower
shall be made to Agent for the account of Lenders and shall be made in Dollars.
Such payments shall be made in immediately available funds, and no later than
12:30 p.m. (Chicago time) on the date specified herein. Any payment which is
received by the Agent later than 12:30 p.m. (Chicago time) shall be deemed to
have been received on the following Banking Day and any applicable interest or
fee shall continue to accrue.

(b) Notwithstanding anything to the contrary herein, no checks,
drafts or other instruments received by Agent shall constitute final payment
with respect to any Liabilities unless and until such item of payment has
actually been collected.

2.9. AGENT'S ELECTION NOT TO ENFORCE.

Notwithstanding any term or condition of this Agreement to the
contrary, Agent, as directed in the sole and absolute discretion of Requisite
Lenders, at any time and from time to time, may suspend or refrain from
enforcing any or all of the restrictions imposed in this SECTION 2, but no such
suspension or failure to enforce shall impair any right or power of Agent or any
Lender under this Agreement, including, without limitation, any right of each
Lender to refrain from making a Revolving Loan or Issuer to refrain from issuing
a Letter of Credit, if all conditions precedent applicable to such Lender's
obligation to make such Revolving Loan or Issuer's obligation to issue such
Letter of Credit have not been satisfied.

2.10. SETOFF.

In addition to and not in limitation of all other rights and remedies
(including other rights of offset or banker's lien) that Agent and Lenders may
have under applicable law, each of Agent and each Lender shall, upon the
occurrence and during the continuance of any Event of Default or any Unmatured
Event of Default have the right to appropriate and apply to the payment of the
Payment Liabilities, in such order of application as Requisite Lenders may
elect, any and all balances, credits, deposits (general or special, time or
demand, provisional or final), accounts or moneys of Borrower then or thereafter
with Agent or any Lender. Agent and each Lender shall promptly advise Borrower
of any such setoff and application but failure to do so shall not affect the
validity of such setoff and application.

2.11. DISTRIBUTIONS AND APPORTIONMENT OF PAYMENTS.

Payments actually received by Agent with respect to the following
items shall be distributed by Agent to Lenders as follows:

(a) On the same Banking Day of receipt thereof by Agent if
received by Agent on or before 12:30 p.m. (Chicago time) or within one (1)
Banking Day of receipt thereof by Agent if received after 12:30 p.m. (Chicago
time), payments to be applied to interest on the Revolving Loans shall be
paid to each Lender in proportion to its Pro Rata Share;

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(b) On the same Banking Day of receipt thereof by Agent if received
by Agent on or before 12:30 p.m. (Chicago time) or within one (1) Banking Day of
receipt thereof by Agent if received after 12:30 p.m. (Chicago time), payments
of principal in respect of the Revolving Loans shall be paid to each Lender in a
proportion to its Pro Rata Share; and

(c) On the same Banking Day of receipt thereof by Agent if received
by Agent on or before 12:30 p.m. (Chicago time) or within one (1) Banking Day of
receipt thereof by Agent if received after 12:30 p.m. (Chicago time), payments
to be applied to the non-use line fee set forth in SECTION 2.4.2 and the Letter
of Credit commission set forth in SECTION 2.2(b), shall each be paid to each
Lender in proportion to its Pro Rata Share.

Notwithstanding the foregoing, if a Lender has failed to remit its Pro Rata
Share of any Revolving Loans required to be made pursuant to hereto, no payment
shall be made to such Lender by Agent at any time such Lender's share of the
outstanding Revolving Loans is less than such Lender's Pro Rata Share. If Agent
or any Lender fails to pay the other any payment due under this Agreement on its
due date, the party to whom such payment is due shall be entitled to recover
interest from the party obligated to make such payment at a rate per annum equal
to the Federal Funds Rate. No provision of this Agreement shall entitle any
Lender to any portion of the fees described in the Fee Letter.

3. COLLATERAL.

3.1. GRANT OF SECURITY INTEREST.

As security for the payment of all Revolving Loans now or hereafter
made by, or on behalf of, Lenders to Borrower hereunder or under any Note, and
as security for the payment or other satisfaction of all other Liabilities
(including, without limitation, the Letter of Credit Obligations), Borrower
hereby grants to Agent, for the benefit of itself, Issuer and Lenders, a
security interest in and to the following property of Borrower, whether now
owned or existing, or hereafter acquired or coming into existence, wherever now
or hereafter located (all such property is hereinafter referred to collectively
as the "Collateral"):

(a) Accounts Receivable;

(b) Equipment and Fixtures;

(d) General Intangibles;

(e) Documents of title;

(f) All chattel paper and instruments evidencing, arising out of or
relating to any obligations to Borrower for goods sold or leased or services
rendered, or otherwise arising out of or relating to any property described in
this SECTION 3.1;

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(g) Any and all balances, credits, deposits (general or special, time
or demand, provisional or final), accounts or monies of or in the name of
Borrower now or hereafter with Agent, any Lender or any Participant and any and
all property of every kind or description of or in the name of Borrower now or
hereafter, for any reason or purpose whatsoever, in the possession or control
of, or in transit to, or standing to Borrower's credit on the books of, Agent,
any agent or bailee for Agent, any Lender, or any Participant;

(h) All interest of Borrower in any goods the sale or lease of which
shall have given or shall give rise to, and in all guaranties and other property
securing the payment of or performance under, any Accounts Receivable, General
Intangibles or any chattel paper or instruments referred to in clause (f) above;

(i) All investment property of Borrower (including, but not limited
to, securities, whether certificated or uncertificated, securities entitlements,
securities accounts, commodity accounts and commodity contracts);

(j) Any and all other property of Borrower, of any kind or
description (including but not limited to real estate of Borrower), subject to a
separate mortgage, pledge or security interest in favor of Agent, for the
benefit of itself and Lenders, or in which Agent now or hereafter acquires a
security interest securing any Liabilities, whether pursuant to a written
agreement or instrument other than this Agreement or otherwise;

(k) All interest of Borrower in leases of real or personal property,
whether as lessor or lessee (including any option to purchase thereunder);

(l) All replacements, substitutions, additions or accessions to or
for any of the foregoing;

(m) To the extent related to the property described in clauses (a)
through (l) above, all books, correspondence, credit files, records, invoices
and other papers and documents, including, without limitation, to the extent so
related, all tapes, cards, computer runs, computer software and other papers and
documents in the possession or control of Borrower or any computer bureau from
time to time acting for Borrower, and, to the extent so related, all rights in,
to and under all policies of insurance, including claims of rights to payments
thereunder and proceeds therefrom, including business interruption insurance and
any credit insurance; and

(n) All products and proceeds (including but not limited to any
Accounts Receivable or other proceeds arising from the sale or other disposition
of any property described above, any returns of Inventory sold by Borrower, and
the proceeds of any insurance covering any of the property described above) of
any of the foregoing.

3.2. ACCOUNTS RECEIVABLE.

(a) Agent is authorized and empowered (which authorization and power,
being coupled with an interest, is irrevocable until the last to occur of
termination of this

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Agreement and payment and performance in full of all of the
Payment Liabilities under this Agreement) at any time in its reasonable
discretion:

(i) After the occurrence and during the continuance of an
Event of Default, to request, in the name of Agent, in the Borrower's
or the name of a third party, at reasonable intervals determined by
Agent, confirmation from any account debtor or party obligated under
or with respect to any Collateral of the amount shown by the Accounts
Receivable or other Collateral to be payable, or any other matter
stated therein;

(ii) After the occurrence and during the continuance of an
Event of Default, to endorse in Borrower's name and to collect any
chattel paper, checks, notes, drafts, instruments or other items of
payment tendered to or received by Agent in payment of any Account
Receivable or other obligation owing to Borrower;

(iii) After the occurrence and during the continuance of
an Event of Default, to notify, either in Agent's name or Borrower's
name, and/or to require Borrower to notify, any account debtor or
other Person obligated under or in respect of any Collateral, of the
fact of Agent's Lien thereon, for the benefit of itself, Issuer and
Lenders, and of the collateral assignment thereof to Agent, for the
benefit of itself, Issuer and Lenders;

(iv) After the occurrence and during the continuance of an
Event of Default, to direct, either in Borrower's name or Agent's
name, and/or to require Borrower to direct, any account debtor or
other Person obligated under or in respect of any Collateral to make
payment directly to Agent of any amounts due or to become due
thereunder or with respect thereto; and

(v) After the occurrence and during the continuance of an
Event of Default, to demand, collect, surrender, release or exchange
all or any part of any Collateral or any amounts due thereunder or
with respect thereto, or compromise or extend or renew for any period
(whether or not longer than the initial period) any and all sums which
are now or may hereafter become due or owing upon or with respect to
any of the Collateral, or enforce, by suit or otherwise, payment or
performance of any of the Collateral either in Agent's own name or in
the name of Borrower.

Under no circumstances shall Agent be under any duty to act in regard to any of
the foregoing matters. The costs relating to any of the foregoing matters,
including Attorneys' Fees and out-of-pocket expenses, and the cost of any
Depository Account or other bank account or accounts which may be required
hereunder, shall be borne solely by Borrower whether the same are incurred by
Agent, and Agent may advance same to Borrower as a Revolving Loan.

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(b) Borrower will cause all collections of accounts receivable of
each Company and other proceeds of property of each Company subject to
Agent's Lien to be deposited into one of the deposit accounts listed on
SCHEDULE 3.2 (the "Depository Accounts"). Upon thirty (30) days prior
written notice from Agent, Borrower shall deliver to Agent bank agency
agreements in the form of EXHIBIT A executed by the banks listed on SCHEDULE
3.2 (other than any such bank with which is Lender) and each applicable
Company.

(c) Borrower appoints Agent, or any Person whom Agent may from time
to time designate, as Borrower's attorney and agent-in-fact with power, after
the occurrence and during the continuance of an Event of Default: (i) to notify
the post office authorities to change the address for delivery of Borrower's
mail to an address designated by Agent; (ii) at reasonable intervals determined
by Agent, to send requests for verification of Accounts Receivable or other
Collateral to account debtors; (iii) to open lockbox accounts or other accounts
under Agent's sole control for the collection of Accounts Receivable or other
Collateral; and (iv) to do all other things which Agent is permitted to do under
this Agreement or any Related Agreement or which are reasonably necessary to
carry out this Agreement and the Related Agreements. Neither Agent nor any of
its directors, officers, employees or agents will be liable for any acts of
commission or omission nor for any error in judgment or mistake of fact or law,
unless the same shall have resulted from gross negligence or willful misconduct.
The foregoing appointment and power, being coupled with an interest, is
irrevocable until all Payment Liabilities under this Agreement are paid and
performed in full and this Agreement is terminated. Borrower expressly waives
presentment, demand, notice of dishonor and protest of all instruments and any
other notice to which it might otherwise be entitled.

(d) If any Account Receivable is evidenced by chattel paper or
promissory notes, trade acceptances, or other instruments for the payment of
money, Borrower will, unless Agent shall otherwise agree, deliver the originals
of same to Agent, appropriately endorsed to Agent's order and, regardless of the
form of such endorsement, Borrower hereby expressly waives presentment, demand,
notice of dishonor, protest and notice of protest and all other notices with
respect thereto.

3.3. SUPPLEMENTAL DOCUMENTATION.

At Agent's request, Borrower shall execute and deliver, or cause to be
executed and delivered, to Agent, at any time or times hereafter, such
agreements, documents, financing statements, warehouse receipts, bills of
lading, notices of assignment of Accounts Receivable, schedules of Accounts
Receivable assigned, and other written matter necessary or reasonably requested
by Agent to perfect and maintain perfected Agent's Lien on the Collateral, for
the benefit of itself, Issuer and Lenders (all the above hereinafter referred to
as "Supplemental Documentation"), in form and substance reasonably acceptable to
Agent, and pay all taxes, fees and other costs and expenses associated with any
recording or filing of the Supplemental Documentation. Borrower hereby
irrevocably makes, constitutes and appoints Agent (and all Persons designated by
Agent for that purpose) as Borrower's true and lawful attorney (and agent-in-
fact) (which appointment and power, being coupled with an interest, is
irrevocable

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until the last to occur of termination of this Agreement and payment and
performance in full of all of the Payment Liabilities under this Agreement)
to sign the name of Borrower on any of the Supplemental Documentation and to
deliver any of the Supplemental Documentation to such Persons as Agent may
elect. Borrower agrees that a carbon, photographic, photostatic, or other
reproduction of this Agreement or of a financing statement is sufficient as a
financing statement.

3.4. COLLATERAL FOR THE BENEFIT OF AGENT, ISSUER AND LENDERS.

All Liens granted to Agent hereunder and under the Related Agreements
and all Collateral delivered to Agent hereunder and under the Related Agreements
shall be deemed to have been granted and delivered to Agent, for the benefit of
itself, Issuer and Lenders, to secure the Liabilities.

4. REPRESENTATIONS AND WARRANTIES.

To induce Agent and Lenders to make Revolving Loans to, and Issuer to
issue Letters of Credit for the account of, Borrower under this Agreement,
Borrower makes the following representations and warranties to Agent and
Lenders, all of which shall be true and correct as of the date the initial
Revolving Loan is made and the initial Letter of Credit is issued and shall
survive the execution of this Agreement and the making of the initial Revolving
Loan:

4.1. ORGANIZATION.

Borrower is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. Each Company other than
Borrower is a corporation (or, in the case of Tri-Star Technologies, a general
partnership) duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization, as applicable.
Each Company is in good standing and is duly qualified to do business in each
jurisdiction where, because of the nature of its activities or properties, such
qualification is required, except for those jurisdictions where the failure to
be qualified is not reasonably likely to have a Material Adverse Effect. Except
as set forth on SCHEDULE 4.1, on the date hereof, each Company conducts business
in its own name exclusively. SCHEDULE 4.1 sets forth a complete and accurate
list, as of the date of this Agreement, of (a) the jurisdiction of incorporation
or organization of each Company, (b) each jurisdiction in which such Company is
qualified to do business and (c) all of such Company's tradenames, trade styles
or doing business forms and a description of how such forms are used by such
Company.

4.2. AUTHORIZATION.

Borrower is duly authorized to execute and deliver this Agreement, any
Notes, and any Related Agreements or Supplemental Documentation contemplated by
this Agreement, and is and will continue to be duly authorized to borrow monies
hereunder and to perform its obligations under this Agreement, any Notes and any
such Related

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Agreements and Supplemental Documentation. Each Company other than Borrower
is duly authorized to execute and deliver any Related Agreements or
Supplemental Documentation contemplated to be delivered by such Company and
is and will continue to be duly authorized to perform its obligations
thereunder. The execution, delivery and performance by (a) Borrower of this
Agreement, any Notes, and any Related Agreements or Supplemental
Documentation contemplated by this Agreement, and the borrowings hereunder
and (b) each Company other than Borrower of any Related Agreements or
Supplemental Documentation to which it is a party, do not and will not
require any consent or approval of any governmental agency or authority.

4.3. NO CONFLICTS.

The execution, delivery and performance by Borrower of this Agreement,
any Notes, and any Related Agreements or Supplemental Documentation contemplated
by this Agreement to which it is a party do not conflict with (i) any provision
of applicable law, (ii) its By-laws, (iii) its Certificate of Incorporation,
(iv) any material agreement binding upon Borrower, or (v) any court or
administrative order or decree applicable to Borrower, and do not require, or
result in, the creation or imposition of any Lien on any asset of Borrower,
except as provided herein. The execution, delivery and performance by each
Company other than Borrower of any Related Agreements or Supplemental
Documentation to which it is a party, do not conflict with (i) any provision of
applicable law, (ii) the organizational documents of such Company, (iii) any
material agreement binding upon such Company, or (iv) any court or
administrative order or decree applicable to such Company, and do not require,
or result in, the creation or imposition of any Lien securing Indebtedness in
excess of Two Hundred Fifty Thousand Dollars ($250,000) on any asset or assets
of such Company, except as provided herein.

4.4. VALIDITY AND BINDING EFFECT.

This Agreement, any Notes, and any Related Agreements or Supplemental
Documentation contemplated by this Agreement, when duly executed and delivered,
will be legal, valid and binding obligations of each Company party thereto, as
applicable, enforceable against such Company in accordance with their respective
terms, except as enforceability may be limited by bankruptcy, insolvency or
other similar laws of general application affecting the enforcement of
creditors' rights or by general principles of equity limiting the availability
of equitable remedies.

4.5. NO DEFAULT.

No Company is in default under any agreement or instrument to which
such Company is a party or by which any of its respective properties or assets
is bound or affected, which default is reasonably likely to have a Material
Adverse Effect. No Event of Default or Unmatured Event of Default has occurred
and is continuing.

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4.6. FINANCIAL STATEMENTS.

Borrower has furnished to Agent and Lenders the following: (i) the
audited balance sheet of Borrower as of December 31, 1995 and the related
audited statements of income and cash flow for the year then ended; and (ii) the
audited balance sheet of Borrower as of December 31, 1996 and the related
audited statements of income and cash flow for the year then ended. The
foregoing financial statements present fairly, in all material respects, the
financial position and results of operations of Borrower and its Subsidiaries in
accordance with GAAP (except for year-end adjustments and footnotes with respect
to the unaudited financial statements). As of the date hereof, except as
described on SCHEDULE 4.6, since December 31, 1996, there has been no event,
circumstance or condition that has had a Material Adverse Effect.

4.7. INSURANCE.

SCHEDULE 4.7 hereto is in all material respects a complete and
accurate summary as of the date hereof of the property and casualty insurance
program carried by Borrower and its Subsidiaries on the date hereof. SCHEDULE
4.7 includes the insurer's(s') name(s), policy number(s), expiration date(s),
amount(s) of coverage, type(s) of coverage, the annual premium(s), deductibles
and self-insured retention and describes any retrospective rating plan, fronting
arrangement or any other self-insurance or risk assumption agreed to by Borrower
or any Subsidiary or imposed upon Borrower or any Subsidiary by any such
insurer. This summary also includes any self-insurance program that is in
effect.

4.8. LITIGATION; CONTINGENT LIABILITIES.

(a) Except for those referred to in SCHEDULE 4.8, as of the date
hereof, there are no claims, litigation, arbitration proceedings or governmental
proceedings pending or threatened against or affecting any Company which, if
determined adversely to such Company, are reasonably likely to have a Material
Adverse Effect.

(b) Other than any liability incident to the claims, litigation or
proceedings disclosed in SCHEDULE 4.8 or SCHEDULE 4.18, no Company has any
contingent liabilities which are reasonably likely to have a Material Adverse
Effect.

4.9. LIENS.

None of the Collateral or other property of any Company is subject to
any Lien (including but not limited to Liens pursuant to Capitalized Leases
under which such Company is a lessee) except: (a) Liens in favor of Agent, for
the benefit of itself, Issuer and Lenders; (b) Liens for current Taxes not
delinquent or Taxes being contested in good faith and by appropriate proceedings
and as to which such reserves or other appropriate provisions as may be required
by GAAP are being maintained; (c) landlord's, carriers', warehousemen's,
mechanics', materialmen's and other like statutory Liens arising in the ordinary
course of business securing obligations which are not overdue or which are

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being contested in good faith and by appropriate proceedings and as to which
such reserves or other appropriate provisions as may be required by GAAP are
being maintained; (d) Liens listed on SCHEDULE 4.9; (e) Liens permitted by
SECTION 5.15; (f) deposits under worker's compensation, unemployment
insurance and social security legislation or to secure the performance of
bids, tenders, contracts or leases or to secure obligations under surety,
appeal, indemnity, performance or similar bonds, all in the ordinary course
of business; (g) banker's Liens and other similar Liens in respect of bank
deposits; (h) zoning restrictions, easements, rights-of-way, title
irregularities and other similar encumbrances pertaining to the real property
of Borrower and existing on the date hereof, which do not materially detract
from the value of the property subject thereto or interfere in any material
respect with the ordinary conduct of business of Borrower; (i) the ING Liens;
and (j) Liens consented to in writing by Requisite Lenders.

4.10. SUBSIDIARIES.

As of the date hereof, all Subsidiaries of each Company are listed on
SCHEDULE 4.10. SCHEDULE 4.10 sets forth, as of the date hereof, for each such
Subsidiary, a complete and accurate statement of the owners of each Subsidiary
and each owner's percentage ownership therein.

4.11. PARTNERSHIPS; JOINT VENTURES.

As of the date hereof, no Company is a partner or joint venturer in
any partnership or joint venture other than the partnerships and joint ventures
listed on SCHEDULE 4.11. As of the date hereof, SCHEDULE 4.11 sets forth, for
each such partnership or joint venture, a complete and accurate statement of
(a) the owners and each owner's percentage ownership of each such partnership or
joint venture, (b) the state or other jurisdiction of formation or
incorporation, as appropriate, of each such partnership or joint venture, (c)
each state or other jurisdiction in which each such partnership or joint venture
is qualified to do business and (d) all of each such partnership's or joint
venture's trade names, trade styles or doing business forms on the date of this
Agreement.

4.12. BUSINESS AND COLLATERAL LOCATIONS.

(a) On the date hereof, the office where Borrower keeps its books and
records, and Borrower's chief place of business and chief executive office, is
located at the address of Borrower set forth on the signature pages of this
Agreement. SCHEDULE 4.12 accurately identifies, as of the date hereof, the
office where each Company other than Borrower has its chief executive office and
chief place of business and keeps its books and records. SCHEDULE 4.12 contains
a complete and accurate list, as of the date of this Agreement, of each
Company's places of business other than that referred to in the first two
sentences of this paragraph (a).

(b) SCHEDULE 4.12 contains a complete and accurate list, as of the
date of this Agreement, of the locations of (i) each Company's property, other
than property sent off

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site for processing or finishing with an aggregate value at any time not to
exceed One Hundred Thousand Dollars ($100,000), which property shall remain
at locations other than as set forth on SCHEDULE 4.12 for a period not to
exceed ten (10) days and (ii) if any such property is not in the possession
or control of a Company, the name and mailing address of each bailee,
processor, warehouseman, consignee or other Person in possession or control
thereof.

4.13. REAL PROPERTY.

SCHEDULE 4.13 contains a complete and accurate list, as of the date of
this Agreement of (a) the address and legal descriptions of any real property
owned by each Company and (b) in the case of fixtures located on property not
owned by a Company occupying such property, the name(s) and mailing addresses of
the record owners of such property.

4.14. CONTROL OF COLLATERAL; LEASE OF PROPERTY.

SCHEDULE 4.14 contains a complete and accurate list as of the date
hereof of (a) all leases (including Capitalized Leases) under which a Company is
the lessee covering any machinery, equipment or real property used by such
Company and (b) the name and mailing address of each lessor or owner of such
machinery, equipment or real property, in each case except for leases of
machinery, equipment or real property with an annual aggregate rental of less
than One Hundred Thousand Dollars ($100,000).

4.15. PATENTS, TRADEMARKS, ETC.

Each Company possesses adequate licenses, patents, patent
applications, copyrights, trademarks, trademark applications, trade styles, and
tradenames to continue to conduct its respective business in all material
respects as heretofore conducted by it, and all such licenses, patents, patent
applications, copyrights, trademarks, trademark applications, trade styles, and
tradenames existing on the date hereof of that are material to the operation of
such Company's business or of a material value are listed on SCHEDULE 4.15.

4.16. SOLVENCY.

Each Company has capital sufficient to carry on its businesses and
transactions and all businesses and transactions in which it is about to engage,
and is able to pay its debts as they mature. Each Company is solvent and owns
property having a value, both at fair valuation and at present fair salable
value, greater than the amount required to pay its debts as they become due.

4.17. CONTRACTS; LABOR MATTERS.

Except as disclosed on SCHEDULE 4.17, as of the date hereof: (a) no
Company is a party to any contract or agreement, or is subject to any judgment,
decree or order, which is reasonably likely to have a Material Adverse Effect;
(b) no Company has any employment contracts with any of its employees; (c) no
Company has any contract

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with any Person that is material to such Company's business or financial
condition; (d) no collective bargaining agreement to which any Company is a
party or is otherwise subject is scheduled to expire prior to the Termination
Date; (e) no Company has, within the two (2)-year period preceding the date
of this Agreement, taken any action which would have constituted or resulted
in a "plant closing" or "mass layoff" within the meaning of the Federal
Worker Adjustment and Retraining Notification Act of 1988 or any similar
applicable federal, state or local law, and no Company has a reasonable
expectation that any such action is or will be required at any time prior to
the initial Termination Date and (f) on the date of this Agreement (i) no
Company is a party to any labor dispute which is reasonably likely to have a
Material Adverse Effect, and (ii) there are no strikes or walkouts relating
to any labor contracts to which any Company is a party or is otherwise
subject.

4.18. PENSION AND WELFARE PLANS.

Each Pension Plan complies, and has been administered in compliance,
in all material respects, with all applicable statutes and governmental rules
and regulations; no Reportable Event has occurred and is continuing with respect
to any Pension Plan which is reasonably likely to have a Material Adverse
Effect; neither any Company nor any ERISA Affiliate has withdrawn from any
Multiemployer Plan in a "complete withdrawal" or a "partial withdrawal" as
defined in Section 4203 or 4205 of ERISA, respectively, which is reasonably
likely to have a Material Adverse Effect; no steps have been instituted to
terminate any Pension Plan which is reasonably likely to have a Material Adverse
Effect; no contribution failure has occurred with respect to any Pension Plan
sufficient to give rise to a Lien under Section 302(f) of ERISA; and no
condition exists or event or transaction has occurred in connection with any
Pension Plan or Multiemployer Plan that is reasonably likely to have a Material
Adverse Effect. Except as listed in SCHEDULE 4.18, as of the date hereof, no
Company has any liability to pay any welfare benefits under any employee welfare
benefit plan within the meaning of Section 3(l) of ERISA to former employees
thereof or to current employees with respect to claims incurred after the
termination of their employment other than as required by Section 4980B of the
Code or Part 6 of Subtitle B of Title 1 of ERISA.

4.19. REGULATIONS G AND U.

No Company is engaged in the business of purchasing or selling Margin
Stock or extending credit to others for the purpose of purchasing or carrying
Margin Stock, and no part of the proceeds of any borrowing hereunder will be
used to purchase or carry any Margin Stock or for any other purpose which would
violate any of the margin regulations of the Federal Reserve Board.

4.20. COMPLIANCE.

Except as described on SCHEDULE 4.20 or SCHEDULE 4.24, as of the date
hereof, each Company is in compliance with all statutes and governmental rules
and

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regulations applicable to it, the noncompliance with which is reasonably
likely to have a Material Adverse Effect.

4.21. TAXES.

As of the date hereof, each Company has filed all tax returns which
are required to have been filed and has paid, or made adequate provisions for
the payment of, all of its Taxes which are due and payable, except such
Taxes, if any, as are being contested in good faith and by appropriate
proceedings and as to which such reserves or other appropriate provisions as
may be required by GAAP have been maintained. Except as set forth on
SCHEDULE 4.21, as of the date hereof, there has been no audit of the federal
income tax liability of any of the Companies by the Internal Revenue Service.
The current status of each such audit (if any) is described on SCHEDULE
4.21. As of the date hereof, no Company is aware of any proposed assessment
against any Company for additional Taxes (or any basis for any such
assessment) which is reasonably likely to have a Material Adverse Effect.

4.22. INVESTMENT COMPANY ACT REPRESENTATION.

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

4.23. PUBLIC UTILITY HOLDINGS COMPANY ACT REPRESENTATION.

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

4.24. ENVIRONMENTAL AND SAFETY AND HEALTH MATTERS.

Except as disclosed on SCHEDULE 4.24, each Company and/or each
property, operations and facility that such Company owns, operates or controls
(a) complies in all respects with (i) all applicable Environmental Laws, except
for those laws with respect to which the failure to comply is not reasonably
likely to have a Material Adverse Effect and (ii) all applicable Occupational
Safety and Health Laws, except for those laws with respect to which the failure
to comply is not reasonably likely to have a Material Adverse Effect; (b) is not
subject to any pending judicial or administrative proceeding alleging the
violation of any Environmental Law or any Occupational Safety and Health Law;
(c) has not received any notice (i) that it may be in violation of any
Environmental Law or any Occupational Safety and Health Law, (ii) threatening
the commencement of any proceeding relating to allegedly unlawful, unsafe or
unhealthy conditions, or (iii) alleging that it is or may be responsible for any
response, cleanup, or corrective action, including but not limited to any
remedial investigation/feasibility studies, under any Environmental Law or
Occupational Safety and Health Law; (d) is not the subject of any pending
federal or state investigation evaluating whether any investigation, remedial
action or other

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response is needed to respond to (i) a Release or threatened Release into the
environment of any Hazardous Material or (ii) any allegedly unsafe or
unhealthful condition; (e) has not filed any notice under or relating to any
Environmental Law or any Occupational Safety and Health Law indicating or
reporting (i) any past or present Release into the environment of, or
treatment, storage or disposal of, any Hazardous Material or (ii) any
potentially unsafe or unhealthful condition, and, to the best of Borrower's
knowledge, there exists no reasonable basis for such notice irrespective of
whether such notice was actually filed; and (f) has no contingent liability
in connection with (i) any actual or potential Release into the environment
of, or otherwise with respect to, any Hazardous Material, whether on any
premises owned or occupied by such Company or, to the best of Borrower's
knowledge, on any other premises or (ii) any unsafe or unhealthful condition.
Except as disclosed on SCHEDULE 4.24, there are no Hazardous Materials on,
in or under any property or facilities owned, operated or controlled by any
Company, including but not limited to such Hazardous Materials that may be
contained in underground storage tanks, except those Hazardous Materials
necessary for the operation of a Company's business that are used in
compliance with all applicable Environmental Laws.

5. COVENANTS.

From the date of this Agreement and thereafter until the Credit is
terminated and all Payment Liabilities of Borrower hereunder are paid in
full, Borrower agrees that, unless Agent (at the written direction of
Requisite Lenders) shall otherwise consent in writing, it will:

5.1. FINANCIAL STATEMENTS AND OTHER REPORTS.

Furnish to Agent and each Lender, in form reasonably satisfactory
to Agent:

5.1.1. FINANCIAL REPORTS:

(a) ANNUAL AUDITED FINANCIAL STATEMENTS. Within ninety (90) days
after each Fiscal Year, a copy of (i) the annual audited financial statements
of Borrower prepared on a consolidated basis and in conformity with GAAP and
certified by an independent certified public accountant who shall be
reasonably satisfactory to Agent, together with the unqualified opinion of
such accountant with respect to such audited financial statements; and (ii)
the unaudited consolidating schedules prepared by, or at the direction of,
Borrower's chief financial officer used in the production of, and
reconciliation with, Borrower's annual audited financial statements, signed
by Borrower's Chief Financial Officer.

(b) QUARTERLY FINANCIAL STATEMENTS. Within forty-five (45) days
after the end of each calendar quarter (commencing with the calendar quarter
ending March 31, 1997), (i) a copy of the unaudited consolidated financial
statement of Borrower, prepared by, or at the direction of, Borrower's Chief
Financial Officer in the same manner as the audit report referred to in
preceding clause (a) (except for year end adjustments and footnotes), signed
by Borrower's Chief Financial Officer and consisting of at least a balance
sheet as at the close of such calendar quarter and statements of earnings and
cash flows for such calendar quarter and

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for the period from the beginning of such Fiscal Year to the close of such
calendar quarter and (ii) copies of the unaudited financial statements of
each Material Operating Company as at the close of such calendar quarter
prepared by, or at the direction of, Borrower's chief financial officer
consisting of at least a balance sheet as at the close of such calendar
quarter and statements of earnings and cash flows for such calendar quarter
and for the period from the beginning of such Fiscal Year to the close of
such calendar quarter, signed by Borrower's Chief Financial Officer.

(c) OFFICER'S CERTIFICATE. Together with the financial statements
under the preceding clauses (a), and (b), a certificate of Borrower's chief
executive officer, president or chief financial officer in the form of
EXHIBIT B, dated the date of such annual audit report or such quarterly
financial statement, as the case may be, containing a statement that no Event
of Default or Unmatured Event of Default has occurred and is continuing, or,
if there is any such event, describing it and the steps, if any, being taken
to cure it, and containing (A) a computation of, and showing compliance with,
SECTIONS 5.24, 5.25, 5.26, 5.27 and 5.28, and (B) a certification as to the
Applicable Margin then in effect based on the calculation of the Leverage
Ratio.

(d) ANNUAL BUDGETS. Within thirty (30) days after the end of each
Fiscal Year, (i) an annual budget for Borrower for the succeeding Fiscal
Year, prepared on a consolidated basis and in conformity with the financial
statements furnished under the preceding clauses (a) and (b), signed by
Borrower's chief executive officer, president or chief financial officer and
consisting of at least a balance sheet, an income statement and a cash flow
statement and (ii) an annual budget for each Material Operating Company for
the succeeding Fiscal Year, prepared in conformity with the financial
statements for the Material Operating Companies furnished under the preceding
clause (b), signed by Borrower's chief executive officer, president or chief
financial officer and consisting of at least a balance sheet, an income
statement and a cash flow statement.

(e) MANAGEMENT LETTERS. Within ten (10) days after receipt
thereof by any Company, copies of any management letters or comparable
letters delivered to such Company by any accountant retained by such Company.

5.1.2. OTHER REPORTS AND INFORMATION:

(a) SEC AND OTHER REPORTS. If applicable, copies of each filing
and report made by any Company with or to any securities exchange or the
Securities and Exchange Commission and of each material communication from
any Company to shareholders generally, promptly upon the filing or making
thereof;

(b) REPORT OF CHANGES RELATING TO BORROWER, SUBSIDIARIES OR
PARTNERSHIPS. Promptly from time to time, a written report of any change in
the information set forth in SCHEDULE 4.1, SCHEDULE 4.10 or SCHEDULE 4.11
concerning any Company, any partnership or any joint venture;

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(c) PATENTS, ETC. Promptly from time to time, a written report of
any change to, or addition of, any federally registered patents, trademarks
or copyrights, or any applications therefor, set forth in SCHEDULE 4.15; and

(d) OTHER REPORTS. Any information required to be provided
pursuant to other provisions of this Agreement, and such other reports or
information from time to time reasonably requested by Agent on behalf of
itself or any Lender.

5.1.3. ANNUAL INSURANCE CERTIFICATE.

Within thirty (30) days after the end of each anniversary of the
Closing Date, Borrower shall provide new insurance certificates satisfying
the requirements of SECTION 5.6.

5.2. NOTICES.

Notify Agent in writing of any of the following promptly upon
learning of the occurrence thereof (or, in the case of clauses (e) and (f) of
this SECTION 5.2, at least ten (10) days prior to the occurrence thereof),
describing the same and, if applicable, the steps being taken by the
Person(s) affected with respect thereto:

(a) DEFAULT. The occurrence of (i) an Event of Default or
Unmatured Event of Default and (ii) to the extent not included in clause (i)
of this SECTION 5.2(a), the default by any Company or any other Obligor under
any note, indenture, loan agreement, mortgage, lease, deed or other material
similar agreement to which such Company or any other Obligor, as appropriate,
is a party or by which it is bound, other than any such default which is not
reasonably likely to have a Material Adverse Effect;

(b) LITIGATION. The institution of any litigation, arbitration,
proceeding or governmental proceeding affecting any Company or any other
Obligor or property subject to a Lien in favor of Agent, for the benefit of
itself, Issuer and Lenders, whether or not considered to be covered by
insurance, if the amount claimed exceeds Five Hundred Thousand Dollars
($500,000);

(c) JUDGMENT. The entry of any judgment or decree against any
Company or any other Obligor, if the amount of such judgment exceeds One
Hundred Thousand Dollars ($100,000);

(d) PENSION PLANS AND WELFARE PLANS. The occurrence of a Reportable
Event with respect to any Pension Plan; the filing of a notice of intent to
terminate a Pension Plan by any Company or any ERISA Affiliate; the institution
of proceedings to terminate a Pension Plan by the PBGC or any other Person; the
withdrawal in a "complete withdrawal" or a "partial withdrawal" as defined in
Sections 4203 and 4205, respectively, of ERISA by any Company, any ERISA
Affiliate or any other Obligor from any Multiemployer Plan; the failure of any
Company, any other Obligor or any ERISA Affiliate to make a required
contribution to any Pension Plan, including but not limited to the any failure
to pay an amount sufficient to give rise to a Lien under Section 302(f) of
ERISA; the taking of any action with respect to a

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Pension Plan which could result in the requirement that any Company or any
ERISA Affiliate furnish a bond or other security to the PBGC or such Pension
Plan; the occurrence of any other event with respect to any Pension Plan
which could result in the incurrence by any Company or any ERISA Affiliate of
any material liability, fine or penalty; or the establishment of a new plan
subject to ERISA or an amendment to any existing plan which will result in a
material increase in contributions or benefits under such plan or the
incurrence of any material increase in the liability of any Company, any
other Obligor (or an ERISA Affiliate to the extent there is joint and several
liability with any Company) or any Subsidiary, with respect to any "employee
welfare benefit plan" as defined in Section 3(l) of ERISA which covers former
employees thereof or current employees and their beneficiaries with respect
to claims incurred after the termination of their employment;

(e) BUSINESS AND COLLATERAL INFORMATION. Any change or proposed
change in any of the information set forth on SCHEDULE 4.12, SCHEDULE 4.13 or
SCHEDULE 4.14 including but not limited to (i) any change in the location
where any property of a Company is kept, other than property sent off site
for processing or finishing with an aggregate value at any time not to exceed
One Hundred Thousand Dollars ($100,000), which property shall remain at
locations other than as set forth on SCHEDULE 4.12 for a period not to exceed
ten (10) days, (ii) the identity of any new bailee, processor, warehouseman,
consignee or other Person in possession or control of any property of a
Company, other than property with an aggregate value at any time not to
exceed One Hundred Thousand Dollars ($100,000), which property shall remain
at locations other than as set forth on SCHEDULE 4.12 for a period not to
exceed ten (10) days, (iii) any change in the name or address of the lessor
or owner of any real property or equipment leased to any Company or any other
Obligor, (iv) any proposed change in the location of any Company's or any
other Obligor's chief executive office or chief place of business, (v) any
proposed opening, closing or other change in the list of offices and other
places of business of any Company and (vi) any opening, closing or other
change in the offices and other places of business of each other Obligor;

(e) CHANGE OF NAME. Any change in the name of any Company or any
other Obligor;

(g) ENVIRONMENTAL AND SAFETY AND HEALTH MATTERS. The occurrence
of any event, or the acquisition of any information which, if it had occurred
or was true on or before the Closing Date, would have been required to have
been disclosed and included on SCHEDULE 4.24, and to the existence of any
Environmental Lien and receipt of any notice from any federal, state or local
government or agency with respect to any actual or alleged violation of any
Environmental Law or any Occupational Safety and Health Law;

(h) MATERIAL ADVERSE EFFECT. The occurrence of any event,
circumstance or condition that would be reasonably likely to have a Material
Adverse Effect;

(i) DEFAULT BY OTHERS. Any material default by any account debtor
or other Person obligated to any Company or any other Obligor, under any
contract, note or other evidence of amounts payable or due or to become due
to such Company, or such other

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Obligor if the amount payable under such contract, note or other evidence of
amounts payable or due or to become due is reasonably likely to have a
Material Adverse Effect;

(j) MOVEABLE COLLATERAL. With respect to any equipment of a
Company of a type normally used in more than one state, whether or not
actually so used, the change in location of any use of any such equipment in
any state other than a state in which such Company shall have previously
advised Agent such equipment will be used. Borrower agrees that such
equipment will not, unless Agent shall otherwise consent in writing, be used
outside the continental United States;

(k) CHANGE IN MANAGEMENT OR LINE(S) OF BUSINESS. Any substantial
change in the senior management of Borrower, any change with respect to the
office of the president or chief executive officer of any Company, or any
change in any Company's field of business, as set forth in SECTION 5.4; and

(l) OTHER NOTICES. Any notices required to be provided pursuant
to any Related Agreement or the other provisions of this Agreement.

5.3. EXISTENCE.

Maintain and preserve, and cause each other Company to maintain and
preserve, its respective existence as a corporation or other form of
business organization, as the case may be, and all rights, privileges,
licenses, patents, patent rights, copyrights, trademarks, trade names, trade
styles, franchises and other authority to the extent the failure to so
maintain and preserve is reasonably likely to have a Material Adverse Effect.

5.4. NATURE OF BUSINESS.

Engage in, and cause each other Company to engage in, the aerospace
industry.

5.5. BOOKS, RECORDS AND ACCESS.

Maintain, and cause each other Company to maintain, complete (Agent
hereby acknowledging that each Company's system as of the date of this Agreement
is complete) and accurate books and records (including but not limited to
records relating to accounts receivable, inventory, equipment and other
collateral and property), in which full and correct entries in conformity in all
material respects with GAAP shall be made of all dealings and transactions in
relation to its respective business and activities; permit, and, without
unreasonable interference with such Company's business operations, cause each
other Company to permit, access by Agent and Lenders and their agents and
employees to the books and records of each Company at such Company's place or
places of business at intervals to be determined by Agent upon reasonable prior
notice and during normal business hours and without hindrance or delay; and
permit and cause each other Company to permit Agent and Lenders and their agents
and employees to inspect each Company's inventory and equipment, to perform
appraisals of each Company's equipment and to inspect, audit, check and make
copies and/or extracts from the books,

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records, computer data and records, computer programs, journals, orders,
receipts, correspondence and other data relating to inventory, accounts
receivable, equipment and any other property of a Company. So long as no
Event of Default is in existence and continuing, all audits, inspections and
visits by Agent and Lenders and/or their agents or employees shall be at
intervals to be determined by Agent upon reasonable prior notice and during
normal business hours and without hindrance or delay. Borrower shall not be
liable for any costs and expenses of such inspections, audits, visits or
appraisals by Agent and Lenders and their agents and employees unless an
Event of Default then exists and is continuing.

5.6. INSURANCE.

Maintain, and cause each Company to maintain, insurance to such extent
and against such hazards and liabilities as is consistent with usual and
customary levels of insurance for the nature of the businesses conducted,
including, without limitation business interruption insurance and product
liability insurance, and keep the property of each Company insured for its full
insurable value against loss or damage by earthquake, fire, theft, explosion,
sprinklers and such other risks as is consistent with usual and customary levels
of insurance for the nature of the businesses conducted, with such companies, in
such amounts and under policies in such form as shall be satisfactory to
Requisite Lenders; PROVIDED, that, notwithstanding anything to the contrary set
forth herein, Borrower and the other Companies shall maintain (i) business
interruption insurance in an aggregate amount for each fiscal year of the
Companies equal to the greater of (x) Fifteen Million Dollars ($15,000,000) and
(y) aggregate sales of the Companies for the immediately preceding fiscal year
of the Companies, MINUS the aggregate cost of sales of the Companies for such
preceding fiscal year, PLUS the aggregate payroll expense of the Companies for
such preceding fiscal year and (ii) earthquake and flood insurance in an
aggregate amount at all times equal to or in excess of Ten Million Dollars
($10,000,000). Certificates of such policies of insurance in form and substance
reasonably satisfactory to Agent have been delivered to Agent prior to the date
hereof together with evidence of payment of all premiums therefor then due, and
Agent and Lenders acknowledge that as of the date hereof the same are
satisfactory. Borrower shall cause each issuer of an insurance policy to
provide Agent, prior to the Closing Date, with an endorsement or an independent
instrument (i) containing such terms as shall be acceptable to Agent, (ii) with
respect to property and casualty insurance, showing Agent, for the benefit of
itself, Issuer and the Lenders, as loss payee and, (iii) naming Agent, for the
benefit of itself, Issuer and the Lenders, and each Lender, as additional
insured. Borrower hereby directs all insurers under Borrower's policies of
insurance to pay all proceeds payable thereunder in respect of any property of a
Company subject to Agent's Lien directly to Agent, as its interest may appear
and applied to the Payment Liabilities, whether or not then due, in such order
of application as Agent may determine. Borrower appoints Agent and any Person
whom Agent may from time to time designate (and all officers, employees or
agents designated by Agent or such Person) as Borrower's true and lawful
attorney and agent in fact with power, during the continuance of an Event of
Default, to make, settle and adjust claims under such policies of insurance,

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endorse the name of Borrower on any check, draft, instrument or other item of
payment for the proceeds of such policies of insurance relating to the any
property of a Company subject to Agent's Lien which are payable to Agent or
any Lender hereunder and make all determinations and decisions with respect
to such policies of insurance. The foregoing appointment and power, being
coupled with an interest, is irrevocable until all Payment Liabilities under
this Agreement are paid and performed in full and this Agreement is
terminated. In the event any Company at any time or times hereafter shall
fail to obtain or maintain any of the policies of insurance required herein
or to pay any premium in whole or in part relating thereto when due, then
Agent, without waiving or releasing any obligation of or default by Borrower
hereunder, may at any time or times thereafter (but shall be under no
obligation to do so) obtain and maintain such policies of insurance and pay
such premiums and take any other action with respect thereto which Requisite
Lenders deem advisable. All sums so disbursed by Agent, including Attorneys'
Fees, court costs, expenses and other charges relating thereto, shall be
payable on demand by Borrower to Agent, and Agent may, in its sole and
absolute discretion, advance such sums to Borrower as a Revolving Loan.

5.7. REPAIR.

Maintain, preserve and keep, and cause each other Company to
maintain, preserve and keep, its Equipment and other properties in good
operating condition and repair, ordinary wear and tear and casualty excepted;
and from time to time make, and cause each other Company to make, all
reasonable and proper repairs, renewals, replacements, additions, betterments
and improvements thereto and to such extent so that at all times the
efficiency thereof shall be fully preserved and maintained.

5.8. TAXES.

Pay, and cause each other Company to pay, when due, all of its
Taxes, unless and only to the extent that such Company is contesting such
Taxes in good faith and by appropriate proceedings and such Company has set
aside on its books such reserves or other appropriate provisions therefor as
may be required by GAAP; not file a consolidated tax return together with any
other Person other than the other Companies, unless consented to in writing
by Requisite Lenders; not, and not permit any Subsidiary to, enter into any
tax sharing arrangement except as described on SCHEDULE 5.8; and not change,
or permit any other Company to change, its Fiscal Year without Agent's prior
written consent.

5.9. COMPLIANCE.

Comply, and cause each other Company to comply, with all statutes
and governmental rules and regulations applicable to it, except where the
failure to so comply would not be reasonably likely to have a Material
Adverse Effect.

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5.10. PENSION PLANS.

Not permit, and not permit any other Company to permit, any
condition to exist in connection with any Pension Plan that would constitute
grounds for the PBGC to institute proceedings to have such Pension Plan
terminated or a trustee appointed to administer such Pension Plan; not fail,
and not permit any other Company to fail, to make a required contribution to
any Pension Plan if such failure is sufficient to give rise to a Lien under
Section 302(f) of ERISA; and not engage in, or permit to exist or occur, or
permit any other Company to engage in, or permit to exist or occur, any other
condition, event or transaction with respect to any Pension Plan which could
result in the incurrence by such Company of any liability, fine or penalty,
which is reasonably likely to have a Material Adverse Effect.

5.11. MERGER, PURCHASE AND SALE.

Not, and not permit any other Company to: (a) be a party to any
merger, liquidation or consolidation, except that any Subsidiary may merge or
consolidate with, or liquidate into, any other Subsidiary or merge or
consolidate with, or liquidate into, the Borrower; (b) except for sales of
inventory of such Company in the normal course of its business and sales of
obsolete equipment of such Company so long as the aggregate proceeds from the
sale of such equipment does not exceed Five Hundred Thousand Dollars
($500,000) in any Fiscal Year and the proceeds thereof are remitted to Agent
for application to the Payment Liabilities, sell, transfer, convey, lease or
otherwise dispose of any of its property, (c) sell or assign, with or without
recourse, any accounts receivable, notes receivable or chattel paper and (d)
except for Permitted Acquisitions, purchase or otherwise acquire all or
substantially all of the assets or stock of any Person.

5.12. RESTRICTED PAYMENTS.

Except in connection with the Recapitalization, not purchase or
redeem, or permit any other Company to purchase or redeem, any shares of its
stock, warrants or equity interests, declare or pay any distributions or
dividends (other than stock dividends) or set aside any funds for any such
purpose. Notwithstanding the foregoing, the provisions of SECTION 5.12 shall
not prohibit the payment of any dividend by any Subsidiary to Borrower.

5.13. STOCK.

Not take any action, or permit any other Company to take any
action, which would result in a decrease in any Company's ownership interest
in any Subsidiary.

5.14. INDEBTEDNESS.

Not, and not permit any other Company to, incur or permit to exist any
Indebtedness (including but not limited to Indebtedness as lessee under
Capitalized Leases and including any intercompany Indebtedness among the
Companies), except: (a) the Liabilities; (b) Indebtedness of a Company having
maturities and terms, and which is

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subordinated to payment of the Liabilities, in a manner approved in writing
by Requisite Lenders; (c) other Indebtedness outstanding on the date hereof
and listed on SCHEDULE 5.14; (d) Indebtedness in connection with Liens
permitted under SECTION 5.15(c); (d) Indebtedness arising from guarantees
permitted by SECTION 5.16; (e) Indebtedness arising under forward exchange
contracts to purchase Swiss francs as a general economic hedge against
inventory procurement and manufacturing costs with respect to Tri-Star
Electronic Europe, S.A.; (f) Indebtedness arising from the agreement of
Borrower to guarantee the contractual performance of a Subsidiary, including
without limitation, (i) obligations owing by Tri-Star Electronic Europe, S.A.
in respect of money borrowed (PROVIDED, that the aggregate Dollar equivalent
of such obligations shall not, at any time, exceed $1,000,000), and (ii) real
property lease obligations of any Subsidiary; (g) if required pursuant to the
terms of the IFT Agreement, Indebtedness in an amount not to exceed
$5,000,000 arising from a performance guarantee and/or letter of credit
delivered by, or issued for the account of, Hollingsead International, Inc.
in connection with its performance obligations under the IFT Agreement; (h)
other Indebtedness of a Company so long as the aggregate amount of such other
Indebtedness of the Companies outstanding at any time does not exceed Two
Hundred Fifty Thousand Dollars ($250,000); and (i) other Indebtedness
approved in writing by Requisite Lenders.

5.15. LIENS.

Not, and not permit any other Company to, create or permit to exist
any Lien with respect to any property, revenue or assets now owned or
hereafter acquired, except: (a) Liens in favor of Agent, for the benefit of
itself, Issuer and Lenders; (b) without duplication, Liens referred to in
SECTION 4.9; (c) Liens in connection with the acquisition of fixed assets
after the date hereof by way of purchase money mortgage, conditional sale or
other title retention agreement, Capitalized Lease or other deferred payment
contract, and attaching only to the property being acquired, if the
Indebtedness secured thereby does not exceed one hundred percent of the fair
market value of such property at the time of the acquisition thereof and so
long as the aggregate amount of such Indebtedness outstanding at any time
does not exceed One Million Dollars ($1,000,000); (d) Liens filed in
connection with one or more judgments entered against any of the Companies,
but only to the extent (i) the aggregate amount of such judgments secured by
Liens does not exceed Two Hundred Fifty Thousand Dollars ($250,000), (ii)
such judgments have been stayed pending appeal, and (iii) a bond or letter of
credit has been posted in the full amount of such judgments; and (e) Liens
consented to in writing by Requisite Lenders.

5.16. GUARANTIES.

Not, and not permit any other Company to, become or be a guarantor
or surety of, or otherwise become or be responsible in any manner (whether by
agreement to purchase any obligations, stock, assets, goods or services, or
to supply or advance any funds, assets, goods or services, or otherwise) with
respect to, any undertaking of any other Person, except for (a) the
endorsement, in the ordinary course of collection, of

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instruments payable to it or its order, (b) any guaranty of the Liabilities
in favor of Agent, Issuer and Lenders and (c) any guaranty described in
SECTION 5.14(f) and SECTION 5.14(g).

5.17. INVESTMENTS.

Not, and not permit any other Company to, make or permit to exist
any Investment in any Person, except for: (a) advances to employees of such
Company for travel or other ordinary business expenses provided that the
aggregate amount outstanding at any one time for all Companies shall not
exceed Two Hundred Fifty Thousand Dollars ($250,000); (b) Investments (other
than loans) outstanding on the date hereof and listed on SCHEDULE 5.17; (c)
extensions of credit in the nature of accounts receivable or notes receivable
arising from the sale of goods and services in the ordinary course of
business by a Company; (d) Investments in Cash Equivalent Investments; (e)
Investments to acquire a Subsidiary after the Closing Date, to the extent
such acquisition constitutes a Permitted Acquisition and Investments in New
Subsidiaries permitted in connection with, and to the extent necessary to
consummate, Permitted Acquisitions; and (f) other Investments consented to by
Requisite Lenders in writing.

5.18. SUBSIDIARIES.

Not, and not permit any other Company to, acquire any stock or
similar interest in any Person or create, establish or acquire any
Subsidiaries other than those existing on the date of this Agreement or in
connection with a Permitted Acquisition.

5.19. ENVIRONMENTAL ISSUES.

Provide such information and certifications as Requisite Lenders
may request from time to time at reasonable intervals pertaining to the
environmental aspects of each Company and any property owned, operated or
controlled by any Company. In order to investigate environmental aspects of
each Company and its properties, facilities and operations, Agent and its
agents shall have the right at reasonable intervals during normal business
hours and upon reasonable notice to enter upon the property of such Company,
take samples, review the books, records or other documents of such Company,
interview officers and employees of such Company, and conduct such other
activities as Requisite Lenders, in their reasonable discretion, deems
appropriate. Borrower shall, and shall cause each other Company to,
cooperate fully in the conduct of any such investigation. If Requisite
Lenders decide to cause any such investigation to be conducted because of (a)
Requisite Lenders' considering taking possession of or title to the property
during the continuance of an Event of Default or (b) a material change in the
use of the property, which in Requisite Lenders' reasonable opinion,
materially increases the risk of noncompliance with Environmental Laws or
materially increases the risk of cost or liabilities thereunder, then
Borrower shall pay upon demand all costs and expenses (including Attorneys'
Fees) connected with such investigation. Nothing in this SECTION 5.19, and
no actions taken by Agent or any Lender pursuant thereto, shall give, or be
construed as controlling, or giving to Agent or any Lender the right or
obligation to direct or control, the conduct or action or inaction of any
Company with respect to any

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environmental matters, including but not limited to those pertaining to
compliance with any Environmental Laws.

5.20. RELATED AGREEMENTS.

After the date hereof, not enter into, or permit any other
Company to enter into, any agreement containing any provision which would be
violated or breached by the performance by such Company of its obligations
hereunder or under any Related Agreement or any instrument or document
delivered or to be delivered by such Company in connection herewith.

5.21 UNCONDITIONAL PURCHASE OPTIONS.

Not enter into or be a party to, or permit any other Company to
enter into or be a party to, any contract for the purchase of materials,
supplies or other property or services, if such contract requires that
payment be made by it regardless of whether or not delivery is ever made of
such materials, supplies or other property or services.

5.22. USE OF PROCEEDS.

Not use or permit, or permit any other Company to use or permit,
any proceeds of the Revolving Loans or Letters of Credit to be used, either
directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of "purchasing or carrying" any Margin Stock, and furnish to Agent
or cause to be furnished to Agent upon request, a statement in conformity
with the requirements of Federal Reserve Form U-l referred to in Regulation U
of the Board of Governors of the Federal Reserve System.

5.23. TRANSACTIONS WITH RELATED PARTIES.

Except in connection with the Recapitalization, not, and not permit
any other Company to, enter into or be a party to any other transaction or
arrangement, including, without limitation, the purchase, sale, lease or
exchange of property or the rendering of any service, with any Related Party,
except in the ordinary course of such Company's business and upon terms no less
favorable to such Company than those that might reasonably have been obtained in
a comparable arm's-length transaction with a Person not a Related Party.
Notwithstanding the foregoing, the provisions of this SECTION 5.23 shall not
prohibit (i) reasonable fees paid to directors of Borrower or any of its
Subsidiaries as determined in good faith by Borrower's Board of Directors; and
(ii) payments permitted by SECTION 5.12.

5.24. CAPITAL EXPENDITURES LIMITATION.

Not permit Capital Expenditures in any Fiscal Year to be greater
than the sum of (A) Four Million Dollars ($4,000,000) and (B) the amount by
which Four Million Dollars ($4,000,000) exceeds the amount of Capital
Expenditures in the immediately prior Fiscal Year.

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5.25. MINIMUM WORKING CAPITAL RATIO.

Not permit the Working Capital Ratio as of the last day of each
calendar quarter (commencing with the calendar quarter ending June 30, 1997)
to be less than thirty-three one hundredths (0.33).

5.26. MINIMUM NET WORTH.

Not permit Net Worth as of the last day of each calendar quarter
(commencing with the calendar quarter ending June 30, 1997) to be less than
the Minimum Net Worth Amount at such time.

5.25. MAXIMUM LEVERAGE RATIO.

Not permit the Leverage Ratio as of the last day of each calendar
quarter ending during the periods (inclusive) set forth below to be more than
the ratio set forth opposite such period:

PERIOD RATIO
-------- ---------
June 30, 1997 through December 31, 1998 3.00:1.00

March 31, 1999 through December 31, 2000 2.75:1.00

March 31, 2001 and the last day of each calendar
quarter thereafter 2.50:1.00

5.28. MINIMUM INTEREST COVERAGE RATIO.

Not permit Interest Coverage for the twelve (12) month period
ending the last day of each calendar quarter ending during the periods
(inclusive) set forth below to be less than the ratio set forth opposite such
period:

PERIOD RATIO
-------- ---------
June 30, 1997 through December 31, 1998 3.00:1.00

March 31, 1999 through December 31, 2000 4.00:1.00

March 31, 2001 and the last day of each calendar
quarter thereafter 5.00:1.00

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6. DEFAULT.

6.1. EVENT OF DEFAULT.

Each of the following shall constitute an Event of Default under
this Agreement:

(a) NON-PAYMENT. Default in the payment, when due or declared
due, of any amount of principal of any Revolving Loan, or default in the
payment, within three (3) days after the same shall become due, of any of the
other Payment Liabilities.

(b) NON-PAYMENT OF OTHER INDEBTEDNESS. Default in the payment
when due, whether by acceleration or otherwise, after giving effect to the
expiration of any applicable grace period, if any, of any Indebtedness of, or
guaranteed by, any Company or any other Obligor with a principal balance
aggregating in excess of Two Hundred Fifty Thousand Dollars ($250,000) (other
than any Indebtedness under this Agreement and any Notes).

(c) ACCELERATION OF OTHER INDEBTEDNESS. Any event or condition
shall occur which, after giving effect to the expiration of any applicable
grace period, if any, either (i) results in the acceleration of the maturity
of any Indebtedness of, or guaranteed by, any Company or any other Obligor
with a principal balance in aggregating excess of Two Hundred Fifty Thousand
Dollars ($250,000) (other than the Indebtedness under this Agreement and any
Notes), or (ii) enables the holder or holders of such other Indebtedness or
any trustee or agent for such holders to accelerate the maturity of such
other Indebtedness.

(d) OTHER OBLIGATIONS. Default in the performance or observance
of any obligation or agreement (other than default in the payment when due of
Indebtedness) of any Company or any other Obligor to or with any other Person
involving potential liability in an amount in excess of Five Hundred Thousand
Dollars ($500,000).

(e) BANKRUPTCY. Any Company or any other Obligor applies for,
consents to, or acquiesces in the appointment of a trustee, receiver or other
custodian for such Company or such other Obligor, or for a substantial part
of the property of such Company or such other Obligor, or makes a general
assignment for the benefit of creditors; or, in the absence of such
application, consent or acquiescence, a trustee, receiver or other custodian
is appointed for such Company or such other Obligor, or for a substantial
part of the property of such Company or such other Obligor and is not
discharged or dismissed within sixty (60) days; or any bankruptcy,
reorganization, debt arrangement or other proceeding under any bankruptcy or
insolvency law, or any dissolution or liquidation proceeding, is instituted
by such Company or such other Obligor; or, in the absence of application,
consent or acquiescence, any bankruptcy, reorganization, debt arrangement or
other proceeding under any bankruptcy or insolvency law, or any dissolution
or liquidation proceedings, is instituted against such Company or such
Obligor and is not discharged or dismissed within sixty (60) days; or any
warrant of attachment or similar legal process is issued against any
substantial part of the property of such Company or such other Obligor.

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(f) INSOLVENCY. Any Company or any other Obligor becomes
insolvent, or generally fails to pay, or admits in writing its inability to
pay, its debts as they mature.

(g) ERISA LIABILITIES. Any of the following events shall have
occurred, if such event is reasonably likely to have a Material Adverse Effect:
(i) the existence of a Reportable Event, (ii) the withdrawal of any Company or
any ERISA Affiliate from a Pension Plan during a plan year in which it was a
"substantial employer" as defined in Section 4001(a)(2) of ERISA, (iii) the
occurrence of an obligation to provide affected parties with a written notice of
intent to terminate a Pension Plan in a distress termination under Section 4041
of ERISA, (iv) the institution by PBGC of proceedings to terminate any Pension
Plan, (v) any event or condition that would require the appointment of a trustee
to administer a Pension Plan, and (vi) the withdrawal of any Company or any
ERISA Affiliate from a Multiemployer Plan.

(h) NON-COMPLIANCE WITH THIS AGREEMENT. Default in the performance
of any of the agreements set forth in SECTIONS 5.5 or 5.11 through 5.28 (and not
constituting an Event of Default under any of the other subsections of this
SECTION 6.1); or default in the performance of any of the agreements set forth
in SECTION 5.1.1, 5.1.2, 5.1.3, 5.2 or 5.6 (and not constituting an Event of
Default under any of the other subsections of this SECTION 6.1), and continuance
of such default for five (5) days after the occurrence thereof; or default in
the performance of any other agreements herein set forth (and not constituting
an Event of Default under any of the other subsections of this SECTION 6.1), and
continuance of such default for thirty (30) days after the occurrence thereof.

(h) NON-COMPLIANCE WITH RELATED AGREEMENTS. Default in the
performance by any Company or any other Obligor of any of its agreements set
forth in any Related Agreement (and not constituting an Event of Default under
any of the other subsections of this SECTION 6.1), and continuance of such
default after notice from Agent and the expiration of the grace or cure period
(if any) set forth therein.

(j) REPRESENTATIONS AND WARRANTIES. Any representation or warranty
made by any Company or any other Obligor herein or in any Related Agreement is
untrue or misleading in any material respect when made or deemed made; or any
schedule, statement, report, notice, certificate or other writing furnished by
any Company or any other Obligor to Agent or any Lender is untrue or misleading
in any material respect on the date as of which the facts set forth therein are
stated or certified; or any certification made or deemed made by any Company or
any other Obligor to Agent or any Lender is untrue or misleading in any material
respect on or as of the date made or deemed made.

(k) JUDGMENTS. There shall be entered against any of the Companies
and the other Obligors as a group one or more judgments or decrees involving the
payment of monies in excess of Five Hundred Thousand Dollars ($500,000) in the
aggregate at any one time outstanding, excluding those judgments or decrees (i)
that shall have been outstanding less than thirty (30) calendar days from the
entry thereof, (ii) for and to the extent which such Company or such Obligor, as
applicable, is insured and with respect to which the insurer has assumed
responsibility in writing, or (iii) which have been stayed pending appeal and
with

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respect to which such Company or such Obligor has posted any required bond or
letter of credit and in connection with which no property of any Company or
any other Obligor has been attached.

(l) TERMINATION OF OBLIGATIONS. If any Obligor shall terminate or
attempt to terminate any of its obligations to Agent or any Lender in respect of
the Liabilities.

(m) VALIDITY. If the validity or enforceability of this
Agreement or any Related Agreement shall be challenged by any Company, any
other Obligor or any other Person, which challenge shall remain for thirty
(30) days undismissed, or if this Agreement or any Related Agreement shall
fail to remain in full force and effect.

(n) CONDUCT OF BUSINESS. If any Company or any other Obligor is
enjoined, restrained or in any way prevented by court order, which has not been
dissolved or stayed within ten (10) days, from conducting all or any material
part of its business affairs constituting a material portion of the Companies'
businesses taken as a whole.

(o) MATERIAL ADVERSE EFFECT. An event, circumstance or
condition has occurred which has a Material Adverse Effect; PROVIDED, that
for purposes of this SECTION 6.1(o), (x) no Material Adverse Effect shall be
deemed to exist solely as a result of a casualty loss or related series of
casualty losses equal to or less than Five Million Dollars ($5,000,000) if
such loss is fully covered by insurance as required pursuant to SECTION 5.6
and (y) no Material Adverse Effect shall be deemed to exist solely as result
of a casualty loss or related series of casualty losses in excess of Five
Million Dollars ($5,000,000) if (i) such loss is fully covered by insurance
as required pursuant to SECTION 5.6, and (ii) the Borrower has demonstrated
in writing to the satisfaction of Agent that (A) insurance proceeds received
in respect of such insurance are necessary and in an amount sufficient,
together with any funds that may be contributed by Borrower, to pay all costs
of repair, replacement, restoration or substitution of the damaged property
to an economical unit of substantially the same character and value as such
property was prior to such damage, (B) the damaged property can be repaired,
replaced, restored or substituted prior to the termination of the Credit to
an economical unit of substantially the same character and value as such
property was prior to such damage, and (C) after giving effect to such
casualty loss and to any insurance proceeds paid in connection with such
loss, the Companies are currently in compliance with all affirmative and
negative covenants set forth in the Agreement or any Related Agreement,
including without limitation covenants set forth at SECTIONS 5.24, 5.25,
5.26, 5.27 and 5.28 of the Agreement, and are reasonably likely to continue
to be in compliance with all such covenants for the anticipated length of
time it will take to repair, replace, restore or substitute such property.

6.2. EFFECT OF EVENT OF DEFAULT; REMEDIES.

(a) In the event that one or more Events of Default described in
SECTION 6.1(e) shall occur and be continuing, then each Lender's commitment and
the Credit extended under this Agreement shall terminate and all Liabilities
hereunder and under any Notes shall

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be immediately due and payable without demand, notice or declaration of any
kind whatsoever.

(b) In the event an Event of Default other than one described in
SECTION 6.1(e) shall occur and be continuing, at the option of Requisite
Lenders, each Lender's commitment shall terminate and all Liabilities
hereunder and under any Notes shall immediately be due and payable without
demand or notice of any kind whatsoever, whereupon the Credit extended under
this Agreement shall terminate. Agent shall promptly advise Borrower of any
such declaration, but failure to do so shall not impair the effect of such
declaration.

(c) In the event of the occurrence and continuance of any Event
of Default, Agent may, and at the request of Requisite Lenders shall,
exercise any one or more or all of the following remedies, all of which are
cumulative and non-exclusive:

(i) Any remedy contained in this Agreement or in any of the
Related Agreements or any Supplemental Documentation;

(ii) Any rights and remedies available to Agent or any
Lender under the UCC, and any other applicable law;

(iii) To the extent permitted by applicable law, Agent
may, without notice, demand or legal process of any kind, take
possession of any or all of the Collateral (in addition to Collateral
which it may already have in its possession), wherever it may be
found, and for that purpose may pursue the same wherever it may be
found, and may enter into any premises where any of the Collateral may
be or is supposed to be, and search for, take possession of, remove,
keep and store any of the Collateral until the same shall be sold or
otherwise disposed of, and Agent shall have the right to store the
same in any of Borrower's premises without cost to Agent;

(iv) At Agent's request, Borrower will, at Borrower's expense,
assemble the Collateral and make it available to Agent at a place or
places to be designated by Agent which is reasonably convenient to
Agent and Borrower; and

(v) Agent at its option, and pursuant to notification given
to Borrower as provided for below, may sell any Collateral actually or
constructively in its possession at public or private sale and apply
the proceeds thereof as provided below.

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7. ADDITIONAL PROVISIONS REGARDING COLLATERAL AND AGENT'S RIGHTS.

7.1. NOTICE OF DISPOSITION OF COLLATERAL.

Any notification of intended disposition of any of the Collateral
required by law shall be deemed reasonably and properly given if given at
least five (5) calendar days before such disposition.

7.2. APPLICATION OF PROCEEDS OF COLLATERAL.

During the continuance of an Event of Default, any proceeds of
the Collateral and any other payments received by Agent may be applied by
Agent to the payment of expenses in connection with the taking possession of,
storing, preparing for sale, and disposition of Collateral, including
Attorneys' Fees and legal expenses, and any balance of such proceeds may be
applied by Agent toward the payment of such of the Payment Liabilities, and
in such order of application, as Agent may from time to time elect.

7.3. CARE OF COLLATERAL.

Agent shall be deemed to have exercised reasonable care in the
custody and preservation of any Collateral in its possession if it takes such
action for that purpose as Borrower requests in writing, but failure of Agent
to comply with such request shall not, of itself, be deemed a failure to
exercise reasonable care, and no failure of Agent to preserve or protect any
rights with respect to such Collateral against prior parties, or to do any
act with respect to the preservation of such Collateral not so requested by
Borrower, shall be deemed a failure to exercise reasonable care in the
custody or preservation of such Collateral.

7.4. PERFORMANCE OF BORROWER'S OBLIGATIONS.

During the continuance of an Event of Default, Agent shall have
the right, but shall not be obligated, to discharge any claims or Liens
against, and any Taxes at any time levied or placed upon any or all
Collateral, including, without limitation, those arising under statute or in
favor of landlords, taxing authorities, government, public and/or private
warehousemen, common and/or private carriers, processors, finishers, draymen,
coopers, dryers, mechanics, artisans, laborers, attorneys, courts, or others.
During the continuance of an Event of Default, Agent may also pay for
maintenance and preservation of Collateral. Agent may, but is not obligated
to, perform or fulfill any of Borrower's responsibilities under this
Agreement which Borrower has failed to perform or fulfill. Agent may advance
to Borrower as a Revolving Loan any payment made or expense incurred under
this SECTION 7.4.

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7.5. AGENT'S RIGHTS.

None of the following shall affect the obligations of any Company
or any other Obligor to Agent or any Lender under this Agreement or Agent's
right with respect to the remaining Collateral (any or all of which actions
may be taken by Agent at any time, whether before or after an Event of
Default, at its sole and absolute discretion and without notice to Borrower):

(a) acceptance or retention by Agent or any Lender of other
property or interests in property as security for the Liabilities, or
acceptance or retention of any Obligor(s), in addition to Borrower, with
respect to any of the Liabilities;

(b) release of its Lien on, or surrender or release of, or the
substitution or exchange of or for, all or any part of the Collateral or any
other property securing any of the Liabilities (including but not limited to any
property of any Obligor other than Borrower), or any extension or renewal for
one or more periods (whether or not longer than the original period), or
release, compromise, alteration or exchange, of any obligations of any guarantor
or other Obligor with respect to any Collateral or any such property;

(c) extension or renewal for one or more periods (whether or not
longer than the original period), or release, compromise, alteration or exchange
of any of the Liabilities, or release or compromise of any obligation of any
Obligor with respect to any of the liabilities; or

(d) failure by Agent or any Lender to resort to other security or
pursue any Person liable for any of the Liabilities before resorting to the
Collateral.

8. CONDITIONS PRECEDENT; DELIVERY OF DOCUMENTS AND OTHER MATTERS.

8.1. CONDITIONS PRECEDENT TO INITIAL REVOLVING LOANS AND LETTERS OF
CREDIT.

The obligation of each Lender that is a party to this Agreement
on the date hereof to make the initial Revolving Loans and for Issuer to
issue the initial Letters of Credit, if any, is subject to satisfaction of
the following conditions precedent (in addition to those provided in SECTION
8.2):

8.1.1. SECURITY INTEREST.

Except for the ING Liens, the security interest in the property
of each Company granted under this Agreement and the Related Agreements, and
all other Liens granted to Agent, for the benefit of itself, Issuer and
Lenders, to secure the Liabilities, shall be a senior, perfected Lien except
as otherwise agreed by Requisite Lenders or as otherwise permitted herein,
and all financing statements and other documents relating to such property
shall have been filed or recorded, as appropriate.

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8.1.2. LITIGATION.

No material litigation shall have been instituted against any
Company relating to the transactions contemplated by this Agreement or any
Related Agreement.

8.1.3. SOLVENCY.

After giving effect to the initial Revolving Loans made hereunder
and the initial Letters of Credit issued hereunder, Borrower shall have
sufficient assets having a value, both at present fair salable value and at
fair valuation, greater than the amount of Borrower's liabilities (including
trade debt and Indebtedness to Lenders). Lenders shall be satisfied that all
of the assets supporting the Revolving Loans and Letters of Credit under this
Agreement shall be sufficient in value to provide Borrower with sufficient
cash flow and working capital to enable it to profitably operate its business
and to meet its obligations as they become due.

8.1.4. MINIMUM WORKING CAPITAL RATIO.

The Working Capital Ratio calculated as of December 31, 1996 but
after giving effect to the initial Revolving Loans and Letters of Credit
shall exceed thirty-three one hundredths (0.33).

8.1.5. CONSENTS.

Borrower shall have received all consents and approvals required
to consummate the transactions contemplated in this Agreement.

8.1.6. EFFECT OF LAW.

No law or regulation affecting Agent's or any Lender's entering
into the secured financing transaction contemplated by this Agreement shall
impose upon Agent or any Lender any material obligation, fee, liability,
loss, cost, expense or damage.

8.1.7. EXHIBITS; SCHEDULES.

All Exhibits and Schedules to this Agreement shall have been
completed and submitted to Agent and Lenders, shall be in form and substance
satisfactory to Agent and Lenders and shall contain no facts or information
which Agent and Lenders, in their sole judgment, determine to be unacceptable.

8.1.8. IPO.

The IPO shall have been consummated. Borrower shall have
received net proceeds from the IPO of at least Twenty-Five Million Dollars
($25,000,000), which proceeds have been applied to consummate the
Recapitalization.

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8.1.9. FEES.

Agent shall have received the closing fee referred to in the Fee
Letter and any other fees due and payable by Borrower on the funding of the
initial Revolving Loans and issuing the initial Letters of Credit.

8.1.10. DOCUMENTS.

Lenders shall have received all documents as Lenders shall determine
to be necessary and desirable, including, without limitation, the documents,
agreements, instruments, certificates, opinions and organizational documents
listed on SCHEDULE 8.1.10, each duly executed where appropriate and dated as of
the date of the initial Revolving Loan (or such other date as shall be
satisfactory to Agent), in form and substance satisfactory to Agent.

8.2. CONTINUING CONDITIONS PRECEDENT TO ALL REVOLVING LOANS; CERTIFICATION.

The obligation of each Lender to make the initial Revolving Loans and
each subsequent Revolving Loan and to establish any IBOR Rate Loans and/or for
Issuer to issue the initial Letters of Credit and each subsequent Letter of
Credit, is subject to satisfaction of the following conditions precedent in
addition to those provided in SECTION 8.1:

(a) NO MATERIAL ADVERSE EFFECT. No event, circumstance or condition
has occurred which has a Material Adverse Effect.

(b) NO DEFAULT. Before and after giving effect to such Revolving
Loan and/or Letter of Credit, no Event of Default or Unmatured Event of Default
shall have occurred and be continuing.

(c) REPRESENTATIONS AND WARRANTIES. Before and after giving effect
to such Revolving Loan and/or Letter of Credit, the representations and
warranties in SECTION 4 shall be true and correct in all material respects as
though made on the date of such Revolving Loan and/or Letter of Credit.

Each request for a Revolving Loan or Letter of Credit hereunder made or deemed
to have been made by Borrower shall be deemed to be a certificate of Borrower as
to the matters set out in the foregoing provisions of this SECTION 8.2.

9. INDEMNITY.

9.1. ENVIRONMENTAL AND SAFETY AND HEALTH INDEMNITY.

Borrower hereby indemnifies and agrees to hold Agent and each Lender,
and the officers, directors, employees, agents and affiliates of each of Agent
and each Lender (collectively, the "Indemnitees") harmless from and against any
and all losses, liabilities, damages, injuries, costs, claims and expenses of
any and every kind

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whatsoever (including, without limitation, court costs and Attorneys' Fees)
which at any time or from time to time may be paid, incurred or suffered by,
or asserted against, any of such Indemnitees for, with respect to, or as a
direct or indirect result of the violation by, any Company of any
Environmental Law or Occupational Safety and Health Law, or with respect to,
or as a direct or indirect result of (a) the presence on or under, or the
Release from, properties utilized by such Company in the conduct of its
business into or upon any land, the atmosphere, or any watercourse, body of
water or wetland, of any Hazardous Material or the escape, seepage, leakage,
spillage, disposal, discharge, emission or release of any other hazardous or
toxic waste, substance or constituent, or other substance (including, without
limitation, any losses, liabilities, damages, injuries, costs, claims or
reasonable expenses asserted or arising under any Environmental Law) or (b)
the existence of any unsafe or unhealthful condition on or at any premises
utilized by such Company in the conduct of its business; provided, that
Borrower shall not have any obligation to any Indemnitee hereunder with
respect to indemnified liabilities arising from any Indemnitee's gross
negligence or willful misconduct. The provisions of and undertakings and
indemnification set out in this SECTION 9.1 shall survive satisfaction and
payment of the Liabilities and termination of this Agreement.

9.2. GENERAL INDEMNITY.

In addition to the payment of expenses pursuant to SECTION 11.3,
whether or not the transactions contemplated hereby shall be consummated,
Borrower hereby indemnifies and agrees to hold each Indemnitee harmless from and
against any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, and reasonable expenses of any kind or
nature whatsoever (including, without limitation, the reasonable fees and
disbursements of counsel, and, without duplication, the allocated cost of in-
house counsel, for any of such Indemnities in connection with any investigative,
administrative or judicial proceeding commenced or threatened, whether or not
any of such Indemnities shall be designated a party thereto) that may be imposed
on, incurred by, or asserted against any Indemnitee, in any manner relating to
or arising out of this Agreement or any Related Agreement, Agent's or any
Lender's agreement to make the Revolving Loans or issue the Letters of Credit
hereunder, or the use or intended use of any of the Revolving Loans or Letters
of Credit hereunder or proceeds thereof (the "indemnified liabilities");
provided, that Borrower shall not have any obligation to an Indemnitee hereunder
with respect to indemnified liabilities arising from the gross negligence or
willful misconduct of such Indemnitee. To the extent that the undertaking to
indemnify, pay and hold harmless set forth in the preceding sentence may be
unenforceable because it violates any law or public policy, Borrower shall
contribute the maximum portion that it is permitted to pay under applicable law
to the payment and satisfaction of all indemnified liabilities incurred by the
Indemnities or any of them.

The provisions of the undertakings and indemnification set out in this
SECTION 9.2 shall survive satisfaction and payment of the Liabilities and
termination of this Agreement.

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9.3. CAPITAL ADEQUACY.

If Agent or any Lender shall reasonably determine that the application
or adoption after the date hereof of any law, rule, regulation, directive,
interpretation, treaty or guideline regarding capital adequacy, or any change
therein or in the interpretation or administration thereof, whether or not
having the force or law (including, without limitation, application of changes
to Regulation H and Regulation Y of the Federal Reserve Board issued by the
Federal Reserve Board on January 19, 1989 and regulations of the Comptroller of
the Currency, Department of the Treasury, 12 CFR Part 3, Appendix A, issued by
the Comptroller of the Currency on January 27, 1989) increases the amount of
capital required or expected to be maintained by Agent or such Lender or any
Person controlling Agent or such Lender in excess of the amount required as of
the date hereof, and such increase is based upon the existence of Agent's or
such Lender's obligations hereunder and other commitments of this type, then
from time to time, within thirty (30) days after demand from Agent or such
Lender, Borrower shall pay to Agent or such Lender, as applicable, such amount
or amounts as will compensate Agent or such Lender or such controlling Person,
as the case may be, for such increased capital requirement. The determination
of any amount to be paid by Borrower under this SECTION 9.3 shall take into
consideration the policies of Agent or such Lender or any Person controlling
Agent or such Lender with respect to capital adequacy and shall be based upon
any reasonable averaging, attribution and allocation methods. A certificate of
Agent or such Lender, as applicable, setting forth the amount or amounts as
shall be necessary to compensate Agent or such Lender as specified in this
SECTION 9.3 shall be delivered to Borrower and shall be conclusive in the
absence of manifest error.

10. AGENT.

10.1. APPOINTMENT OF AGENT.

Each Lender hereby irrevocably appoints and authorizes BAI to act as
its Agent under this Agreement and the Related Agreements. Each Lender hereby
irrevocably appoints and authorizes Agent to take such action on such Lender's
behalf under the provisions of this Agreement and the Related Agreements and to
exercise such powers and perform such duties under this Agreement and the
Related Agreements as are specifically delegated to Agent by the terms hereof
and thereof, together with such other powers as are reasonably incidental hereto
and thereto. Agent may perform any of its duties hereunder or under the Related
Agreements by or through its agents or employees. The provisions of this
SECTION 10 are solely for the benefit of Agent and Lenders, and neither Borrower
nor any other Obligor shall have any rights as a third party beneficiary of any
of the provisions hereof. In performing its functions and duties under this
Agreement and the Related Agreements, Agent shall act solely as agent of Lenders
and does not assume and shall not be deemed to have assumed any obligation
toward or relationship of agency or trust with or for Borrower or any other
Obligor.

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10.2. NATURE OF DUTIES OF AGENT.

Agent shall have no duties, obligations or responsibilities except
those expressly set forth in this Agreement and the Related Agreements. Neither
Agent nor any of its officers, directors, employees or agents shall be liable
for any action taken or omitted by it as such hereunder or under the Related
Agreements or in connection herewith or therewith, unless caused by its or their
gross negligence or willful misconduct. The duties of Agent shall be mechanical
and administrative in nature; Agent shall not have by reason of this Agreement
or the Related Agreements a fiduciary relationship in respect of any Lender; and
nothing in this Agreement or the Related Agreements, expressed or implied, is
intended to or shall be so construed as to impose upon Agent any obligations in
respect of this Agreement or the Related Agreements except as expressly set
forth herein or therein. No duty to act, or refrain from acting, and no other
obligation whatsoever, shall be implied on the basis of or imputed in respect of
any right, power or authority granted to Agent or shall become effective in the
event of any temporary or partial exercise of such rights, power or authority.

10.3. AGENT IN ITS CAPACITY AS LENDER.

With respect to its obligations under this Agreement and the Related
Agreements, and the Revolving Loans made by it, Agent shall have the same rights
and powers under this Agreement and the Related Agreements as any Lender and may
exercise the same as though it were not Agent, and the terms "Lender" or
"Lenders" shall, unless the context otherwise indicates, include Agent in its
capacity as a Lender hereunder. Agent, any Lender and their respective
affiliates may accept deposits from, lend money to, and generally engage in any
kind of banking or trust business with Borrower or any other Obligor, or Related
Parties of Borrower, as if it were not Agent or as if it or they were not a
Lender hereunder and without any duty to account therefor to the other parties
to this Agreement; provided, that the obligations of Borrower under such
transactions shall not be deemed to be Liabilities or secured by any property of
any Company subject to Agent's Lien without the prior written agreement of the
Requisite Lenders; provided, further, that Lenders acknowledge and agree that
the obligations of Borrower with respect to the Letter of Credit Obligations,
and to BAI or any other Lender and with respect to any lockbox or bank account
maintained by or for the benefit of Borrower, including the Demand Deposit
Accounts and the Depository Accounts, shall be deemed to be Liabilities secured
by any property of any Company subject to Agent's Lien.

10.4. INDEPENDENT CREDIT ANALYSIS.

Each Lender agrees that it has, independently and without reliance
upon Agent, any other Lender, or the directors, officers, agents, attorneys or
employees of Agent or of any other Lender, and instead in reliance upon
information supplied to it by or on behalf of Borrower and each other Obligor,
made its own independent credit analysis and decision to enter into this
Agreement and the Related Agreements to which it is a party, and that it shall
independently and without reliance upon Agent, any other Lender, or the
directors, officers, agents, attorneys or employees of Agent or of any other

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Lender, continue to make its own independent credit analysis and decisions in
acting or not acting under this Agreement and the Related Agreements. Except as
otherwise expressly provided herein, Agent shall not have any duty or
responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information concerning the affairs, financial
condition, litigation, liabilities, or business of Borrower or any other Obligor
which may at any time come into the possession of Agent (or any of its
affiliates). In the event such information is furnished to any Lender by Agent,
Agent shall have no duty to confirm or verify its accuracy or completeness and
shall have no liability whatsoever with respect thereto.

10.5. GENERAL IMMUNITY.

Neither Agent nor any of its directors, officers, agents, attorneys or
employees shall be liable to any Lender for any action taken or omitted to be
taken by it or them under this Agreement or the Related Agreements or in
connection herewith or therewith except for its or their own willful misconduct
or gross negligence. Without limiting the generality of the foregoing, Agent:
(i) shall not be responsible to Lenders for any recitals, statements, warranties
or representations under this Agreement or the Related Agreements or any
agreement or document relative hereto or thereto or for the financial or other
condition of any Obligor, (ii) shall not be responsible for the authenticity,
accuracy, completeness, value, validity, effectiveness, due execution, legality,
genuineness, enforceability, collectibility or sufficiency of this Agreement or
the Related Agreements or any other agreements or any assignments, certificates,
requests, financial statements, projections, notices, schedules or opinions of
counsel executed and delivered pursuant hereto or thereto, (iii) shall not be
bound to ascertain or inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement or the Related Agreements on
the part of Obligors or of any of the terms of any such agreement by any party
hereto or thereto and shall have no duty to inspect the property (including the
books and records) of any Obligor, (iv) shall have no obligation whatsoever to
Lenders or to any other Person to assure that the property subject to Agent's
Lien exists or is owned by Borrower or any other Obligor or is cared for,
protected or insured or that the Liens granted to Agent herein or in Related
Agreements or pursuant hereto or thereto have been properly or sufficiently or
lawfully created, perfected, protected, enforced, realized upon or are entitled
to any particular priority, and (v) shall incur no liability under or in respect
of this Agreement or the Related Agreements or any other document by acting upon
any telephone or written notice, consent, certificate or other instrument or
writing (which may be by telegram, cable, telex, telecopier or similar form of
facsimile transmission), telephone message, statement 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. Agent may consult with legal
counsel (including counsel for Borrower), independent public accountants and
other experts selected by Agent and shall not be liable for any action taken or
omitted to be taken in good faith in accordance with the advice of such counsel,
accountants or experts.

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10.6. ACTION BY AGENT.

(a) ACTUAL KNOWLEDGE. Agent shall not be deemed to have knowledge or
notice of the occurrence of any Unmatured Event of Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to Agent for the account of Lenders, unless Agent shall have
received written notice from a Lender, Borrower or Borrower's independent
certified public accountants referring to this Agreement, describing such
Unmatured Event of Default or Event of Default and stating that such notice is a
"notice of default." Agent will notify Lenders of its receipt of any such
notice.

(b) DISCRETION TO ACT. Agent shall have the right to request
instructions from Requisite Lenders by notice to each Lender. If Agent shall
request instructions from Requisite Lenders with respect to any act or action
(including the failure to act) in connection with this Agreement or any Related
Agreement, Agent shall be entitled to refrain from such act or taking such
action unless and until Agent shall have received instructions from Requisite
Lenders, and Agent shall not incur liability to any Person by reason of so
refraining. Without limiting the foregoing, no Lender shall have any right of
action whatsoever against Agent as a result of Agent acting or refraining from
acting hereunder or under any Related Agreement in accordance with the
instructions of Requisite Lenders. Agent may give any notice required under
SECTION 6 hereof without the consent of any of Lenders unless otherwise directed
by Requisite Lenders in writing and will, at the direction of Requisite Lenders,
give any such notice required under SECTION 6. Except for any obligation
expressly set forth in this Agreement or the Related Agreements, Agent may, but
shall not be required to, exercise its discretion to act or not act, except that
Agent shall be required to act or not act upon the instructions of Requisite
Lenders (unless all of Lenders are required to provide such instructions as
provided in SECTION 11.6) and those instructions shall be binding upon Agent and
all Lenders; provided, that Agent shall not be required to act or not act if to
do so would, in Agent's opinion, expose Agent to liability or would be contrary
to this Agreement or any Related Agreements or to applicable law.

(c) SATISFACTION OF CONDITIONS. For purposes of determining
compliance with the conditions specified in SECTION 8.1, each Lender that has
executed this Agreement shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter either sent by
Agent to such Lender for consent, approval, acceptance or satisfaction, or
required to be consented to or approved by or acceptable or satisfactory to such
Lender.

10.7. RIGHT TO INDEMNITY.

Agent shall be fully justified in failing or refusing to take any
action under this Agreement or the Related Agreements or in relation hereto or
thereto unless it shall first be indemnified (upon requesting such
indemnification) to its satisfaction by Lenders against any and all liability
and expense which it may incur by reason of taking or continuing to take any
such action. Lenders further agree to indemnify Agent ratably in accordance
with their Pro Rata Shares for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any

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kind and nature whatsoever which may be imposed on, incurred by or asserted
against Agent in any way relating to or arising out of this Agreement or the
other Related Agreements or the transactions contemplated hereby or thereby,
or the enforcement of any of the terms hereof or thereof or of any other
documents; provided no such liability, obligation, loss, damage, penalty,
action, judgment, suit, cost, expense or disbursement results from Agent's
gross negligence or willful misconduct. Each Lender agrees to reimburse
Agent in the amount of its Pro Rata Share of any out-of-pocket expenses for
which Agent is entitled to receive, but has not received, reimbursement
pursuant to this Agreement. The agreements in this SECTION 10.7 shall
survive the payment and fulfillment of the Liabilities and termination of
this Agreement.

10.8. RIGHTS AND REMEDIES TO BE EXERCISED BY AGENT ONLY.

In the event any remedy may be exercised with respect to this
Agreement or the Related Agreements or the property subject to Agent's Lien that
secures the Liabilities or any guaranty thereof, Agent shall pursue remedies
designated by Requisite Lenders subject to the proviso set forth in SECTION
10.6(b). Each Lender agrees that no Lender shall have any right individually
(a) to realize upon the security created by this Agreement or the Related
Agreements, (b) enforce any provision of this Agreement or the Related
Agreements, or (c) make demand under this Agreement or the Related Agreements;
provided, that any Lender that is an Issuer may make demand upon Borrower as
Issuer pursuant to SECTION 2.2, BAI may make demand upon Borrower pursuant to
SECTION 11.4.

10.9. AGENT'S RESIGNATION.

Agent may, and at the request of Requisite Lenders shall, resign as
Agent upon thirty (30) days notice to Lenders. If Agent resigns under this
Agreement, Requisite Lenders shall appoint from among Lenders a successor agent
for Lenders. If no successor agent is appointed prior to the effective date of
the resignation of Agent, Agent may appoint, with the consent of Borrower, which
consent will not be unreasonably withheld or delayed, and after consulting with
Lenders, a successor agent from among Lenders. Upon the acceptance of its
appointment as successor agent hereunder, such successor agent shall succeed to
all the rights, powers and duties of the retiring Agent and the term "Agent"
shall mean such successor agent and the retiring Agent's appointment, powers and
duties as Agent shall be terminated. After any retiring Agent's resignation
hereunder as Agent, the provisions of this SECTION 10 and SECTIONS 11.3 and 11.4
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement. If no successor agent has accepted
appointment as Agent by the date which is thirty (30) days following a retiring
Agent's notice of resignation, the retiring Agent's resignation shall
nevertheless thereupon become effective and Lenders shall perform all of the
duties of Agent hereunder until such time, if any, as Requisite Lenders appoint
a successor agent as provided for above.

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10.10. DISBURSEMENT OF PROCEEDS OF REVOLVING LOANS AND OTHER ADVANCES.

Agent may (and is hereby irrevocably authorized by Lenders), but shall
have no duty to make such other disbursements and advances as Revolving Loans on
behalf of Lenders, including, without limitation, the making of advances for the
expenditures described in SECTION 7.4 of this Agreement, which Agent, in its
sole discretion, deems necessary or desirable to preserve or protect any
property securing the Liabilities or the guaranty thereof, or any portion
thereof. Agent's use of its own checks upon its funds or Agent's transfer of
its own funds, by wire or otherwise, to an account of Borrower or any other
Obligor shall be deemed to be disbursements made by each Lender under this
Agreement and pursuant to the Related Agreements.

10.11. RELEASE OF COLLATERAL.

Each Lender hereby irrevocably authorizes Agent, at its option and in
its discretion, to release any and all guaranties of the Liabilities and any
Lien granted to or held by Agent upon any property securing the Liabilities or
the guaranty thereof (i) upon termination of Lenders' obligations to make
Revolving Loans and payment and satisfaction of all Revolving Loans, Letter of
Credit Obligations and all other Payment Liabilities and which Agent has been
notified in writing are then due and payable under this Agreement; (ii)
constituting any property securing the Liabilities or the guaranty thereof being
sold or disposed of if Borrower certifies to Agent that the sale or disposition
is made in compliance with the terms of this Agreement (and, absent any actual
knowledge of Agent to the contrary, Agent may rely conclusively on any such
certificate, without further inquiry); (iii) constituting property in which
neither Borrower nor any Obligor has any interest at the time the Lien was
granted and at all times thereafter; or (iv) if approved, authorized or ratified
in writing by Agent at the direction of Requisite Lenders. Upon request by
Agent at any time, each Lender will confirm in writing Agent's authority to
release particular types or items of property pursuant to this SECTION 10.11.

10.12. AGREEMENT TO COOPERATE.

Each Lender agrees to cooperate to the end that the terms and
provisions of this Agreement may be promptly and fully carried out. Lenders
also agree, from time to time, at the request of Agent, to execute and deliver
any and all other agreements, documents or instruments and to take such other
actions, all as may be reasonably necessary or desirable to effectuate the
terms, provisions and intent of this Agreement and the Related Agreements.

10.13. SHARING OF COLLATERAL.

If any Lender shall obtain any payment (whether voluntary,
involuntary, through exercise of any right of set off, or otherwise) on account
of the Liabilities in excess of the amount to which it is entitled pursuant to
this Agreement, such Lender shall forthwith purchase from the other Lenders such
participations in such other Lenders'

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claims against Borrower as shall be necessary to cause such purchasing Lender
to share the excess payment with the other Lenders in accordance with the
provisions of this Agreement; provided, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such
purchase from such other Lender shall be rescinded and such other Lenders
shall repay to the purchasing Lender the purchase price to the extent of
their portion of such recovery together with an amount equal to the share
(according to the proportion of (i) the amount of such other Lenders'
required repayment, to (ii) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by purchasing Lender
in respect of the total amount recovered.

10.14. LENDERS TO ACT AS AGENTS.

If any property securing the Liabilities or the guaranty thereof or
proceeds thereof at any time comes into the possession or under the control of
any Lender, such Lender shall hold such property or proceeds thereof as agent
for the joint benefit of Lenders, and will, upon receipt therefor, deliver such
property or proceeds thereof to Agent.

11. GENERAL.

11.1. BORROWER'S WAIVER.

Except as otherwise provided for in this Agreement, to the extent
permitted by applicable law, Borrower waives (a) presentment, demand and protest
and notice of presentment, protest, default, non-payment, maturity, release,
compromise, settlement, one or more extensions or renewals of any or all
commercial paper, accounts, contract rights, documents, instruments, chattel
paper and guaranties at any time held by Agent or any Lender on which Borrower
may in any way be liable and hereby ratifies and confirms whatever Agent or any
Lender may do in this regard; and (b) all rights to notice and a hearing prior
to Agent's or any Lender's taking possession or control of, or Agent's or any
Lender's replevy, attachment or levy on or of, the Collateral or any bond or
security which might be required by any court prior to allowing Agent or any
Lender to exercise any of Agent's or any Lender's remedies.

11.2. POWER OF ATTORNEY.

Borrower appoints Agent, or any Person whom Agent may from time to
time designate, as Borrower's attorney and agent-in-fact with power (which
appointment and power, being coupled with an interest, is irrevocable until all
Payment Liabilities under this Agreement are paid and performed in full and this
Agreement is terminated), without notice to Borrower, to:

(a) At such time or times hereafter as Agent or said agent, in its
sole and absolute discretion, may determine in Borrower's or Agent's name after
the occurrence and during the continuance of an Event of Default (i) to endorse
Borrower's name on any checks, notes, drafts or any other items of payment
relating to and/or proceeds of the Collateral which

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come into the possession of Agent or under Agent's control and apply such
payment or proceeds to the Liabilities; (ii) to endorse Borrower's name on
any chattel paper, document, instrument, invoice, freight bill, bill of
lading or similar document or agreement in Agent's possession relating to
Accounts Receivable, Inventory or any other Collateral; (iii) use the
information recorded on or contained in any data processing equipment and
computer hardware and software to which Borrower has access relating to
Accounts Receivable, Inventory and/or other Collateral; and (iv) if not done
by Borrower, do all acts and things determined by Agent to be reasonably
necessary, to fulfill Borrower's obligations under this Agreement; and

(b) At such time or times after the occurrence and during the
continuance of an Event of Default, as Agent or said agent, in its sole and
absolute discretion, may determine, in Borrower's or Agent's name: (i) demand
payment of the Accounts Receivable; (ii) enforce payment of the Accounts
Receivable, by legal proceedings or otherwise; (iii) exercise all Borrower's
rights and remedies with respect to the collection of the Accounts Receivable
and other Collateral; (iv) settle, adjust, compromise, extend or renew the
Accounts Receivable; (v) settle, adjust or compromise any legal proceedings
brought to collect the Accounts Receivable; (vi) if permitted by applicable law,
sell or assign the Accounts Receivable and/or other Collateral upon such terms
for such amounts and at such time or times as Agent may deem advisable; (vii)
discharge and release the Accounts Receivable and/or other Collateral; (viii)
prepare, file and sign Borrower's name on any proof of claim in bankruptcy or
similar document against any account debtor; (ix) prepare, file and sign
Borrower's name on any notice of lien, assignment or satisfaction of lien or
similar document in connection with the Accounts Receivable and/or other
Collateral; and (x) do all acts and things necessary, in Agent's sole and
absolute discretion, to obtain repayment of the Payment Liabilities and to
fulfill Borrower's other obligations under this Agreement.

11.3. EXPENSES AND ATTORNEYS' FEES.

Borrower agrees, whether or not any Revolving Loan is made or Letter
of Credit is issued, to pay within fifteen (15) days of demand therefor, all
Attorneys' Fees and out-of-pocket expenses of Agent in connection with the
transactions contemplated hereby. For purposes of this Agreement, "Attorneys'
Fees" means the reasonable value of the services (and costs, charges and
expenses related thereto) of the attorneys (and all paralegals and any outside
consultants employed by such attorneys) employed by Agent or, if an Event of
Default is then in existence, any Lender (including but not limited to attorneys
and paralegals who are employees of Agent or any Lender) from time to time (a)
in connection with the negotiation, preparation, execution, delivery,
administration and enforcement of this Agreement, any Related Agreement, any
Supplemental Documentation and all other documents or instruments provided for
herein or in any thereof or delivered or to be delivered hereunder or under any
thereof or in connection herewith or with any thereof, (b) to prepare
documentation related to the Revolving Loans made and other Liabilities incurred
hereunder, (c) to prepare any amendment to or waiver under this Agreement or any
Related Agreement and any documents or instruments related thereto, (d) to
represent Agent or any Lender in any litigation, contest,

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dispute, suit or proceeding or to commence, defend or intervene in any
litigation, contest, dispute, suit or proceeding or to file a petition,
complaint, answer, motion or other pleading, or to take any other action in
or with respect to, any litigation, contest, dispute, suit or proceeding
(whether instituted by Agent or any Lender, Borrower or any other Person and
whether in bankruptcy or otherwise) in any way or respect relating to the
Collateral, this Agreement or any Related Agreement, or any Company's or any
other Obligor's affairs, (e) to protect, collect, lease, sell, take
possession of, or liquidate any of the Collateral, (f) to perfect or attempt
to enforce any security interest in any of the Collateral or to give any
advice with respect to such enforcement and (g) to enforce any of Agent's or
any Lender's rights to collect any of the Liabilities. Agent may advance all
such amounts to Borrower as a Revolving Loan. Borrower also agrees, (y) to
indemnify and hold Agent and each Lender harmless from any loss or expense
which may arise or be created by the acceptance of telephonic or other
instructions for making Revolving Loans or issuing Letters of Credit except
for any such loss or expense arising from Agent or such Lender's gross
negligence or willful misconduct, and (z) to pay, and save Agent and each
Lender harmless from all liability for, any stamp or other taxes which may be
payable with respect to the execution or delivery of this Agreement, or any
Related Agreement or Supplemental Documentation, or the issuance of any Note
or of any other instruments or documents provided for herein or to be
delivered hereunder or in connection herewith. In addition to the foregoing,
"Attorneys' Fees" shall include Agent's fees and expenses of the types
described in the preceding sentence incurred in connection with the
syndication, participation and assignment of this Agreement, any Related
Agreement and any Supplemental Documentation.

11.4. BAI'S FEES AND CHARGES.

To the extent not already covered by SECTION 11.3, Borrower
agrees to pay BAI on demand by BAI the customary fees and charges of BAI for
maintenance of accounts with BAI or for providing other services to Borrower
and if not so paid, each Lender shall, without regard to any other provision
of this Agreement or any other Related Agreement or any defense that Borrower
may have to its obligation to pay BAI in connection with such fees and
charges, pay BAI for such Lender's Pro Rata Share of such fees and charges,
and any payments so made by Lenders to BAI shall be deemed to be Revolving
Loans. Each Lender (other than BAI) acknowledges and agrees that it shall
not be entitled to any of the fees and charges of BAI as provided in the
immediately preceding sentence.

11.5. LAWFUL INTEREST.

In no contingency or event whatsoever shall the interest rate
charged pursuant to the terms of this Agreement exceed the highest rate
permissible under any law which a court of competent jurisdiction shall, in a
final determination, deem applicable hereto. In the event that such a court
determines that any Lender has received interest hereunder in excess of the
highest applicable rate, such Lender shall promptly refund its Pro Rata Share
of such excess interest to Borrower.

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11.6. NO WAIVER BY AGENT OR ANY LENDER; AMENDMENTS.

No failure or delay on the part of Agent or any Lender in the
exercise of any power or right, and no course of dealing between Borrower and
Agent or any Lender shall operate as a waiver of such power or right, nor
shall any single or partial exercise of any power or right preclude other or
further exercise thereof or the exercise of any other power or right. The
remedies provided for herein are cumulative and not exclusive of any remedies
which may be available to Agent or any Lender at law or in equity. No notice
to or demand on Borrower not required hereunder shall in any event entitle
Borrower to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the right of Agent or any Lender to
any other or further action in any circumstances without notice or demand. No
amendment, modification or waiver of, or consent with respect to, any
provision of this Agreement or any Related Agreement shall in any event be
effective unless the same shall be in writing and signed and delivered by
Requisite Lenders, and with respect to any amendment or modification, also by
Borrower. Notwithstanding the foregoing, (a) any amendment, modification,
termination, waiver or consent with respect to any of the following
provisions of this Agreement shall be effective only by a written agreement,
signed by each Lender affected thereby: (i) increase in the amount of the
Maximum Revolving Loan Amount or Maximum Revolving Loan Amount of such
Lender, (ii) reduction of the principal of, rate or amount of interest on the
Revolving Loans or any fees or charges payable to such Lender (other than by
the payment or prepayment thereof), (iii) postponement of the date fixed for
any payment of principal of, or interest on, the Revolving Loans or any fees
or charges) or other amounts payable to such Lender, (iv) change in the
aggregate Pro Rata Share of Lenders which shall be required for Lenders or
any of them to take action hereunder or amend the definition of "REQUISITE
LENDERS," or (v) amendment of this SECTION 11.6 and (b) any amendment,
modification, termination, waiver or consent affecting Agent or Issuer shall
be effective only by a written agreement signed by Agent or Issuer, as
applicable. Agent may, but shall have no obligation to, with the written
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender. Any waiver of any provision of this
Agreement, and any consent to any departure by Borrower from the terms of any
provision of this Agreement, shall be effective only in the specific instance
and for the specific purpose for which given.

11.7. TERMINATION OF CREDIT.

Borrower may terminate the Credit at any time upon notice to
Agent and payment in full of the outstanding principal balance of the
Revolving Loans and all other Payment Liabilities under this Agreement and
the Related Agreements. All of Agent's and each Lender's rights and remedies,
the Liens of Agent on the property securing the Liabilities or the guaranty
thereof, for the benefit of itself, Issuer and Lenders, and all of Borrower's
duties and obligations under this Agreement shall survive termination of the
Credit extended to Borrower hereunder until all of the Payment Liabilities
hereunder have been finally paid and performed in full. The termination or
cancellation of the Credit shall not affect or impair the liabilities and
obligations of Borrower or any one or more of

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the Obligors to Agent and Lenders or Agent's and each Lender's rights with
respect to any Revolving Loans and advances made and other Liabilities
incurred prior to such termination or with respect to the property securing
the Liabilities or the guaranty thereof.

11.8. NOTICES.

Except as otherwise expressly provided herein, any notice
hereunder to Borrower, Agent or any Lender shall be in writing (including
facsimile communication) and shall be given to Borrower, Agent or such Lender
at its address or facsimile number set forth on the signature pages hereof or
at such other address or facsimile number as Borrower, Agent or such Lender
may, by written notice, designate as its address or facsimile number for
purposes of notices hereunder. All such notices shall be deemed to be given:
(a) if delivered by facsimile, when transmitted, (b) if delivered by courier,
when delivered by such courier, (c) if delivered in person, when delivered,
and (d) if delivered by mail, when actually received; provided, however, that
notice to Agent of Borrower's intent to terminate the Credit shall not be
effective until actually received by Agent.

11.9. ASSIGNMENTS AND PARTICIPATIONS; INFORMATION.

(a) This Agreement may not be assigned by Borrower without
the prior written consent of Agent and Lenders. Whenever in this Agreement
reference is made to any of the parties hereto, such reference shall be
deemed to include, wherever applicable, a reference to the successors and
permitted assigns of Borrower and the successors and assigns of Agent and
each Lender.

(b) Borrower and each Lender hereby agree that on or after
the date hereof, each Lender may, in its discretion, without any other
Lender's consent, but with the prior consent of Agent and Borrower, which
consents will not be unreasonably withheld, sell one or more assignments of
portions of its interest in the Credit to any Person; provided, that any
Lender may sell an assignment of any or all of its interest in the Credit to
any Related Party of such Lender or another Lender without the consent of any
Person. Each assignment shall be of a constant, and not a varying, ratable
percentage of all of the assigning Lender's rights and obligations under this
Agreement, and the Maximum Revolving Loan Amount assigned shall be in a
minimum amount of Five Million Dollars ($5,000,000) (unless such Lender sells
all of its interest in the Credit).

(c) The parties to each assignment of an interest in the
Credit as permitted pursuant to clause (b) above shall execute and deliver to
Agent, for its acceptance and recording in the Register, an Assignment and
Acceptance Agreement, with a copy to Borrower. Upon such execution,
delivery, acceptance and recording in the Register, from and after the
effective date specified in each Assignment and Acceptance Agreement and
agreed to by Agent, (i) the assignee thereunder shall, in addition to any
rights and obligations hereunder held by it immediately prior to such
effective date, if any, have the rights and obligations hereunder that have
been assigned to it pursuant to such Assignment and Acceptance Agreement and
shall, to the fullest extent permitted by law, have the same rights and
benefits hereunder as if it were an original Lender hereunder and (ii) the
assigning Lender

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shall, to the extent that rights and obligations hereunder have been assigned
by it pursuant to such Assignment and Acceptance Agreement, relinquish its
rights and be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance Agreement covering all or the remaining
portion of such assigning Lender's rights and obligations under this
Agreement, the assigning Lender shall cease to be a party hereto).

(d) Agent shall maintain a copy of each Assignment and
Acceptance Agreement delivered to and accepted by it and a register (the
"Register") for the recordation of the names and addresses of Lenders and the
Maximum Revolving Loan Amount and principal amount of the Revolving Loans
owing to each Lender from time to time. The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and Borrower,
Agent and Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance
Agreement executed by the assigning Lender and the assignee and a processing
and recordation fee of Two Thousand Five Hundred Dollars ($2,500) (payable by
the assigning Lender or the assignee, as shall be agreed between them), Agent
shall, if such Assignment and Acceptance Agreement has been completed and is
in compliance with this Agreement and in substantially the form of EXHIBIT C
and Borrower and Agent have consented to the assignment evidenced thereby,
(i) accept such Assignment and Acceptance Agreement, (ii) record the
information contained therein in the Register and (iii) give prompt notice
thereof to Borrower.

(f) Each Lender may, with the consent of Agent, which may not
be unreasonably withheld, sell participations to one or more other financial
institutions in or to all or a portion of its rights and obligations under
and in respect of any and all facilities under this Agreement; provided, that
any Lender may sell a participation in any or all of its interest in the
Credit to any Related Party of such Lender without the consent of any Person;
provided, further, that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations, (iii)
Borrower, Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and (iv) such participant's rights to agree
or to restrict such Lender's ability to agree to the modification, waiver or
release of any of the terms of this Agreement or the Related Agreements or to
the release of any property securing the Liabilities or any guaranty thereof
covered by this Agreement or the Related Agreements, to consent to any action
or failure to act by any party to this Agreement or any of the Related
Agreements, or to exercise or refrain from exercising any powers or rights
which any Lender may have under or in respect of this Agreement or the
Related Agreements or any property securing the Liabilities or any guaranty
thereof, shall be limited to the right to consent to (A) an increase in the
Maximum Revolving Loan Amount of the Lender from whom such participant
purchased a participation, (B) reduction of the principal of, or rate or
amount of interest on the Revolving Loans subject to such participation
(other than by the payment or prepayment thereof) or (C)

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postponement of any date fixed for any payment of principal of, or interest
on, the Revolving Loans subject to such participation. Each Lender agrees to
promptly notify Agent and Borrower of each sale of a participation hereunder.

(g) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this
SECTION 11.9, disclose to the assignee or participant or proposed assignee or
participant, any information relating to any Company or any other Obligor
furnished to such Lender; provided, that prior to any such disclosure, such
assignee or participant, or proposed assignee or participant, shall agree to
preserve the confidentiality of any confidential information described
therein and such Lender shall notify Borrower of the assignee or participant,
or proposed assignee or participant.

(h) Anything in this Agreement to the contrary
notwithstanding, in the case of any participation, all amounts payable by
Borrower under this Agreement or the Related Agreements shall be calculated
and made in the manner and to the parties required hereby as if no such
participation had been sold.

(i) Agent agrees to promptly notify Borrower of each sale of
a permitted participation or permitted assignment hereunder. Borrower agrees
to use its reasonable efforts to assist Lenders in their efforts to sell
assignments and participations hereunder. In addition, Borrower agrees to
execute new Notes in favor of each of the selling and purchasing Lender, upon
each sale of an assignment hereunder, provided that the existing Notes in
favor of the selling Lender are simultaneously therewith returned to Borrower.

11.10. BORROWER'S DOCUMENTATION.

Borrower hereby acknowledges and agrees that Agent and Lenders
shall be under no obligation to return any due diligence reports, schedules,
financial statements or any other disclosure documents furnished to Agent or
any Lender by Borrower, any Company or any third party in connection with the
Revolving Loans.

11.11. SEVERABILITY.

Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

11.12. SUCCESSORS.

This Agreement shall be binding upon Borrower, Agent and each
Lender and their respective successors and permitted assigns, and shall inure
to the benefit of Borrower, Agent and each Lender and their respective
successors and permitted assigns.

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11.13. CONSTRUCTION.

This Agreement and the Related Agreements and Supplemental
Documents shall, unless otherwise expressly provided therein, be deemed to
have been negotiated and entered into in, and shall be governed and
controlled by the laws of, the State of Illinois as to interpretation,
enforcement, validity, construction, effect, choice of law, and in all other
respects, including but not limited to the legality of the interest rate and
other charges, but excluding perfection of security interests and liens which
shall be governed and controlled by the laws of the relevant jurisdiction.

11.14. CONSENT TO JURISDICTION.

Agent, each Lender and Borrower each irrevocably agrees that,
subject to Agent's sole and absolute election, ALL ACTIONS OR PROCEEDINGS IN
ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS
AGREEMENT, THE RELATED AGREEMENTS, OR THE SUPPLEMENTAL DOCUMENTATION OR THE
COLLATERAL SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF
CHICAGO, STATE OF ILLINOIS. AGENT, EACH LENDER AND BORROWER HEREBY CONSENTS
AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED
WITHIN SAID CITY AND STATE AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
UPON IT, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL DIRECTED TO IT AT THE ADDRESS STATED ON THE SIGNATURE PAGE
HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL
RECEIPT THEREOF.

11.15. WAIVER OF JURY TRIAL.

BORROWER, AGENT AND EACH LENDER EACH WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (a)
UNDER THIS AGREEMENT OR ANY RELATED AGREEMENT OR UNDER ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR (b) ARISING FROM ANY BANKING RELATIONSHIP
EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION
OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly
authorized as of the date first written above.

DECRANE AIRCRAFT HOLDINGS, INC.,
as Borrower

By
-------------------------------------
Its
-------------------------------------
Address: 2361 Rosecrans Ave.
El Segundo, California 90245
Telecopier: (310) 643-0746
Attention: Robert A. Rankin
Chief Financial Officer

BANK OF AMERICA ILLINOIS, as Agent

By
-------------------------------------
Its
-------------------------------------
Address: 231 South LaSalle Street
8th Floor - Mail Drop 0830
Chicago, Illinois 60697
Telecopier: (312) 974-9102
Attention: David A. Johanson
Agency Management Services

BANK OF AMERICA ILLINOIS, as a Lender

By
-------------------------------------
Its
-------------------------------------
Address: 231 South LaSalle Street
6th Floor - Mail Drop 0612
Chicago, Illinois 60697
Telecopier: (312) 828-1974
Attention: David A. Stang

Maximum Revolving Loan Amount: $16,000,000.00

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COMERICA BANK - CALIFORNIA, as a Lender

By
-------------------------------------
Its
-------------------------------------
Address: 301 E. Ocean Boulevard, Suite 1800
Long Beach, California 90802
Telecopier: (310) 595-8251
Attention: Mr. Jack Kasakian

Maximum Revolving Loan Amount: $8,000,000.00

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MELLON BANK, N.A., as a Lender

By
-------------------------------------
Its
-------------------------------------
Address: 400 South Hope Street, Fifth Floor
Los Angeles, California 90071-2806
Telecopier: (213) 629-0484
Attention: Mr. Richard McNiven

Maximum Revolving Loan Amount: $8,000,000.00

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SUMITOMO BANK OF CALIFORNIA, as a Lender

By
-------------------------------------
Its
-------------------------------------
Address: 611 W. 6th Street, Suite 3900
Los Angeles, California 90017
Telecopier: (213) 622-1385
Attention: Mr. Steven K. Sloan

Maximum Revolving Loan Amount: $8,000,000.00

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LIST OF EXHIBITS AND SCHEDULES

Exhibits:
---------

Exhibit A Form of Bank Agency Agreement
Exhibit B Form of Compliance Certificate
Exhibit C Form of Assignment and Acceptance Agreement
Exhibit D Pro Forma EBITDA for the twelve (12) month period ending
December 31, 1996
Exhibit E Projections

Schedules:
----------

Schedule 3.2 Schedule of Deposit Accounts
Schedule 4.1 Schedule of Tradenames, State of Incorporation and
Qualification
Schedule 4.6 Schedule of Certain Events
Schedule 4.7 Schedule of Insurance
Schedule 4.8 Schedule of Litigation and Contingent Liabilities
Schedule 4.9 Schedule of Liens
Schedule 4.10 Schedule of Subsidiaries
Schedule 4.11 Schedule of Partnerships and Joint Ventures
Schedule 4.12 Schedule of Business and Collateral Locations
Schedule 4.13 Schedule of Real Property Descriptions and Owners
Schedule 4.14 Schedule of Leases
Schedule 4.15 Schedule of Patents, Trademarks and Copyrights
Schedule 4.17 Schedule of Labor Matters
Schedule 4.18 Schedule of Contingent Employee Benefit Plan Liabilities
Schedule 4.20 Schedule of Noncompliance
Schedule 4.21 Schedule of Tax Audits
Schedule 4.24 Schedule of Environmental Matters
Schedule 5.8 Schedule of Tax Sharing Arrangements
Schedule 5.14 Schedule of Indebtedness
Schedule 5.17 Schedule of Investments
Schedule 8.1.10 Schedule of Documents

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EXHIBIT A
BANK AGENCY AGREEMENT

_____________, 1997

_______________________________
_______________________________
_______________________________
Attention: ___________________

Re: __________________________

Ladies and Gentlemen:

This Letter Agreement, among ____________________________ (the
"Bank"), ______________________ (the "Borrower") and Bank of America Illinois,
individually and as agent (the "Agent"), shall serve as instructions regarding
the operation and procedures for all bank accounts now or hereafter maintained
at the Bank by, or for the deposit, credit or custody of property of, the
Borrower.
1. ACCOUNT IDENTIFICATION. This Agreement applies to the accounts
identified below that have been established at the Bank on behalf of the
Borrower and to each other account existing or hereafter established at the Bank
on behalf of the Borrower (collectively, the "Accounts") (provided, that the
Bank will deliver written notice thereof to the Agent of the establishment of
any other such accounts):

DESCRIPTION OF ACCOUNT ACCOUNT NUMBER

_______________________ _______________________
_______________________ _______________________
2. SECURITY INTEREST; AGENCY. The Borrower has granted to the Agent
a continuing lien upon, and security interest in, the Accounts and all funds,
items, instruments, investments, securities and other things of value at any
time paid, deposited, credited or held in or in transit to any Account (whether
for collection, provisionally or otherwise). The Agent hereby appoints the Bank
as the Agent's agent and pledgee-in-possession for the Accounts, and all of the
funds of the Borrower and such other items, instruments, investments,
securities, things of value,

EX-10.35 83rd Page of 96 TOC 1st Previous Next ↓Bottom Just 83rd
________________________
__________________, 1997
Page 2

property and proceeds; and the Bank by its execution and delivery of this
Agreement hereby accepts such appointment and agrees to be bound by the terms
of this Agreement. The Borrower hereby agrees to such appointment of the Bank
and further agrees that the Bank, on behalf of the Agent, shall be entitled to
exercise, upon the instructions of the Agent, any and all rights that the Agent
may have under that certain Loan and Security Agreement dated as of ___________,
1997 among the Borrower, Agent and the Lenders named therein (as the same may
be amended, supplemented or otherwise modified from time to time, the
"Loan Agreement"; capitalized terms used herein without definition shall have
the meaning ascribed to them in the Loan Agreement) and all other agreements and
instruments executed pursuant thereto, or under applicable law, with respect to
the Accounts and all other collateral described in this Section 2. The Bank
agrees to take such action as shall from time to time be specified in writing
from the Agent to enable the Agent to exercise its rights and remedies with
respect to the lien and security interest described in this Section 2.

3. EVENTS OF DEFAULT. At all times after the Bank's receipt of any
notice from the Agent of the occurrence of any Unmatured Event of Default or
Event of Default under the Loan Agreement, the Bank shall follow the
instructions of the Agent as to the holding, investment and transfer of all
collected amounts from time to time on deposit in any Account (including without
limitation, any instructions to transfer such collected amounts to Agent or to
an account designated by Agent). In addition, the Borrower agrees that the Bank
may act as the agent of the Agent in exercising as to any funds or items from
time to time on deposit in any of the Accounts any rights of set-off provided by
applicable law or by any Related Agreement. The Borrower agrees that the Bank
shall be entitled to rely, without independent investigation, on any statement
of the Agent to the effect that an Unmatured Event of Default or an Event of
Default has occurred and is continuing or to the effect that any exercise of
set-off requested by the Agent is permitted under applicable law or any Related
Agreement.

4. INFORMATION. The Bank shall provide the Agent with such
information with respect to the Accounts as the Agent may from time to time
reasonably request, and the Borrower hereby consents to such information being
provided to the Agent.

5. EXCULPATION; INDEMNITY. The Bank undertakes to perform only such
duties as are expressly set forth herein. Notwithstanding any other provisions
of this Agreement, the parties hereto agree that the Bank shall not be liable
for any action taken by it or any of its directors, officers, agents or
employees in accordance with this Agreement, including, without limitation, any
action so taken at the request of the Agent, except for the Bank's or such
person's

EX-10.35 84th Page of 96 TOC 1st Previous Next ↓Bottom Just 84th
________________________
__________________, 1997
Page 3

own gross negligence or willful misconduct. In no event shall the Bank
be liable for losses or delays resulting from causes beyond the Bank's
reasonable control or for indirect, special or consequential damages.

6. IRREVOCABLE AGREEMENT. The Borrower acknowledges that the
agreements made by it and the authorizations granted by it herein are
irrevocable and that the authorizations granted in Section 2 are powers coupled
with an interest.

7. SET-OFF. The Bank waives, with respect to all of its existing
and future claims against the Borrower, all existing and future rights of set-
off and banker's liens against the Accounts and all items (and proceeds thereof)
that come into its possession in connection with the Accounts, except those
rights of set-off and banker's liens arising in connection with (a) items
deposited therein that are subsequently returned to the Bank unpaid and (b) any
past due compensation and expenses with respect to the Accounts.

8. MISCELLANEOUS. This Agreement shall supersede any other
agreement (to the extent conflicting herewith) relating to the matters referred
to herein, including any other account agreement between the Borrower and the
Bank. This Agreement is binding upon the parties hereto and their respective
successors and assigns (including any trustee of the Borrower appointed or
elected in any action under the Bankruptcy Reform Act of 1978, as amended) and
shall inure to their benefit. Bank of America Illinois acts herein individually
and as agent for itself and any present and future holders of indebtedness owing
from time to time by the Borrower pursuant to the terms of the Loan Agreement.
Neither this Agreement nor any provision hereof may be changed, amended,
modified or waived orally, but only by an instrument in writing signed by the
parties hereto, provided that such instrument need be signed only by the Bank
and the Agent if it does not change any rights or obligations of, or
authorizations granted by, the Borrower hereunder and notice thereof is provided
by the Agent to the Borrower. Any provision of this Agreement that may prove
unenforceable under any law or regulation shall not affect the validity of any
other provision hereof. This Agreement may be executed in any number of
counterparts which together shall constitute one and the same instrument.

9. TERMINATION. This Agreement shall remain in full force and
effect until such time as the Agent shall deliver written notice to the Bank as
to the full and final payment of all Liabilities and the termination of the Loan
Agreement. All rights of the Bank under Section 5 for the period prior to any
such termination shall survive such termination.

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________________________
__________________, 1997
Page 4

10. NOTICES. All notices, requests or other communications given to
the Borrower, the Agent or the Bank hereunder shall be given in writing
(including telex, facsimile transmission or similar writing), at the address
specified below:

Agent: Bank of America Illinois
231 South LaSalle Street
Chicago, Illinois 60697
Attn: David Stang
Facsimile No.: (312) 828-1974

Bank: ________________________________
________________________________
________________________________
________________________________
Attn: _________________________
Facsimile No.: (___) ___-____
Borrower: ________________________________
________________________________
________________________________
________________________________
Attn: _________________________
Facsimile No.: (___) ___-____
Any party may change its address for notices hereunder by notice to each other
party hereunder. Each notice, request or other communication shall be effective
(a) if given by telex or facsimile transmission, when such telex or facsimile
transmission is transmitted and the appropriate answerback is received, (b) if
given by mail (registered or certified), five (5) days after such communication
is deposited in the mails with registered first class postage prepaid, addressed
as aforesaid or (c) if given to any other means, when delivered at the address
specified in this Section.

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________________________
__________________, 1997
Page 5

11. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

DECRANE AIRCRAFT HOLDINGS, INC.

By__________________________________
Its_________________________________

BANK OF AMERICA ILLINOIS, individually
and as Agent for the Lenders

By__________________________________
Its_________________________________
ACCEPTED AND AGREED TO
this ________ day of ___________, 1997:

__________________________________
(Bank)

By_____________________________
It_____________________________

EX-10.35 87th Page of 96 TOC 1st Previous Next ↓Bottom Just 87th
EXHIBIT B

_______________, 1997

Bank of America Illinois, as Agent
231 South LaSalle Street
Chicago, Illinois 60697

RE: COMPLIANCE CERTIFICATE

Ladies and Gentlemen:

Pursuant to SECTION 5.1.1(c) of that certain Loan and Security
Agreement (the "Loan Agreement") among DeCrane Aircraft Holdings, Inc., as
borrower, Bank of America Illinois, as agent for itself and each other lender
now or hereafter a party to the Loan Agreement, and such other Lenders, the
undersigned, in his capacity as [PRESIDENT/CHIEF EXECUTIVE OFFICER/CHIEF
FINANCIAL OFFICER] of DeCrane Aircraft Holdings, Inc., hereby certifies that:

(a) as of the date hereof, no "Event of Default" (as defined in
the Loan Agreement) or "Unmatured Event of Default" (as defined in the Loan
Agreement) exists [, EXCEPT AS DESCRIBED BELOW].

[DESCRIBE EVENTS OF DEFAULT AND UNMATURED EVENTS OF DEFAULT]

(b) [WE ARE PRESENTLY TAKING THE FOLLOWING ACTIONS WITH RESPECT
TO THE ABOVE-DESCRIBED EVENTS OF DEFAULT AND UNMATURED EVENTS OF DEFAULT:]

(c) The calculations with respect to the following financial
covenants set forth in SECTION 5 of the Loan Agreement for the period covered
by the attached financial statements are set forth on attachments hereto:

(i) Capital Expenditures Limitation;

(ii) Minimum Working Capital

(iii) Minimum Net Worth;

(iv) Maximum Leverage Ratio; and

(v) Minimum Interest Coverage Ratio

(d) Based on the calculation of the Leverage Ratio for purposes of
determining compliance with the Maximum Leverage Ratio covenant, the
Applicable Margin is as follows:

1. Applicable IBOR Margin for the Revolving Loans: ____%

EX-10.35 88th Page of 96 TOC 1st Previous Next ↓Bottom Just 88th
Bank of America Illinois, as Agent
________________, 1997
Page 2

2. Applicable Base Margin for the Revolving Loans: _____%

3. Applicable Non-Use Fee Margin: _____%

Very truly yours,

DECRANE AIRCRAFT HOLDINGS, INC.

By__________________________________________

Its_________________________________________

-2-

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EXHIBIT C
ASSIGNMENT AND ACCEPTANCE

ASSIGNMENT AND ACCEPTANCE (this "Assignment and Acceptance") dated as
of __________, 199_ among __________________________________________
("Assignor"), ___________________________________________ ("Assignee"), and BANK
OF AMERICA ILLINOIS, as agent ("Agent") under the Loan Agreement referred to
below.

W I T N E S S E T H:

WHEREAS, Assignor is a party to a Loan and Security Agreement dated as
of _____________, 199_, (as the same may be amended, restated, modified or
supplemented from time to time, the "Loan Agreement"; unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed to them
in the Loan Agreement), among DeCrane Aircraft Holdings, Inc., as Borrower
("Borrower"), the Persons (including Assignor) identified as Lenders thereto
(collectively, "Lenders" and each individually, "Lender") and Agent;

WHEREAS, from and after the Assignment Effective Date (as defined
below), Assignee shall be a "Lender" for all purposes under the Loan Agreement
and shall benefit from all of the rights and obligations of a "Lender" under the
Loan Agreement and under any security documents in favor of Agent and Lenders in
connection therewith, whether now existing or hereafter executed and delivered
by Borrower and any other Obligor (the Loan Agreement, together with such
security agreements, in each case, as the same may be amended from time to time,
the "Security Documents");

WHEREAS, pursuant to the Loan Agreement, Assignor may have made, or
may from time to time be required to make, Revolving Loans or other extensions
of credit to or for the account of Borrower; and

WHEREAS, Assignor desires to assign to Assignee and Assignee desires
to assume from Assignor the rights of Assignor under the Loan Agreement with
respect to all or a portion of Assignor's Maximum Revolving Loan Amount.

NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

1. ASSIGNMENT.

Assignor hereby assigns to Assignee, without recourse, representation
or warranty (other than expressly provided herein), that percentage listed on
Annex I hereto as the "Assignee's Share" ("Assignee's Share") of all of
Assignor's rights, title and interest arising under the Loan Agreement and the
other Security Documents relating to Assignor's Maximum Revolving Loan Amount,
including, without limitation, all rights with respect to Assignee's Share of
the Revolving Loans and Letter of Credit Obligations heretofore made by Assignor
(in each case without giving effect to any assignments or participations thereof
by Assignor). The dollar amount of Assignee's Share of Assignor's Maximum
Revolving Loan Amount is listed on Annex I hereto together with

EX-10.35 90th Page of 96 TOC 1st Previous Next ↓Bottom Just 90th
interest rates payable on Assignee's Share of the Maximum Revolving Loan
Amount and other fees (if any) payable to Assignee (collectively, the "Fees").

2. ASSUMPTION.

Assignee hereby assumes from Assignor all of Assignor's obligations
arising under the Loan Agreement and Security Documents relating to Assignee's
Share of Assignor's Maximum Revolving Loan Amount and of the outstanding
Revolving Loans and Letter of Credit Obligations. It is the intent of the
parties hereto that Assignor shall be released from all of its obligations under
the Loan Agreement and the other Security Documents relating to Assignee's Share
of Assignor's Maximum Revolving Loan Amount and pursuant to the terms of the
Loan Agreement.

3. PAYMENT OF INTEREST AND FEES TO ASSIGNEE.

(a) Assignor hereby advises Agent of the assignment of Assignee's
Share of Assignor's Maximum Revolving Loan Amount and the outstanding Revolving
Loans and Letter of Credit Obligations, and directs Agent to pay Assignee (i) on
any payment of interest on any Revolving Loan paid by, or on behalf of, Borrower
pursuant to the Loan Agreement and attributable to Assignee's Share of any
Revolving Loans or Letter of Credit Obligations those rates of interest, as
applicable, specified in Annex I hereto, and (ii) any fees paid by, or on
behalf, of Borrower and attributable to Assignee's Share of the Maximum
Revolving Loan Amount and Revolving Loans which are Fees specified in Annex I
hereto. To the extent the amount of any interest or fees paid by, or on behalf
of, Borrower under the Loan Agreement in respect of the Assignee's Share is
greater than such amount payable to Assignee under this Assignment and
Acceptance, Assignee hereby directs Agent to pay the difference directly to
Assignor as an administrative fee. Notwithstanding anything to the contrary
contained in this Assignment and Acceptance, Agent shall have no liability or
obligation to pay any amounts to Assignee except as provided in the Loan
Agreement and subject to Agent's receipt of monies paid by, or on behalf of,
Borrower for the account of Assignee.

(b) If the Loan Agreement shall be amended after the date hereof so
as to raise or reduce the rate or rates of interest payable on any Revolving
Loan during any period or the rate at which the Fees are payable or if an Event
of Default by Borrower shall raise the rate of interest payable on any Revolving
Loan for any period, then the rate or rates at which interest or Fees, as the
case may be, shall be distributable to Assignee hereunder for such period shall
be raised or reduced to the same extent.

(c) Notwithstanding anything to the contrary contained in this
Assignment and Acceptance, if and when Assignor receives or collects any payment
of interest on any Revolving Loan attributable to Assignee's Share or any
payment of Fees attributable to Assignee's Share which, in any such case, is
required to be paid to Assignee pursuant to clause (a) above, Assignor shall
distribute to Assignee such payment, but only to the extent of such interest or
Fees accrued after the Assignment Effective Date.

(d) Notwithstanding anything to the contrary contained in this
Assignment and Acceptance, if and when Assignee receives or collects any
payment of interest on any

-2-

EX-10.35 91st Page of 96 TOC 1st Previous Next ↓Bottom Just 91st
Revolving Loan or any payment of Fees which, in any such case, are required
to be paid to Assignor pursuant to clause (a) above, Assignee shall
distribute to Assignor such payment. To the extent payments of funds payable
to Assignor under this clause (d) are not made within two (2) Banking Days of
receipt, Assignor shall be entitled to recover such amount, together with
interest thereon, accruing from the date of receipt of such funds by Assignee
at the Federal Funds Rate.

(e) Agent, by its execution hereof, hereby consents to the
assignments described above and agrees to make payments in respect of interest
and Fees as described in said clause (a) above.

4. PAYMENTS ON ASSIGNMENT EFFECTIVE DATE.

In consideration of the assignment by Assignor to Assignee of
Assignee's Share of Assignor's Maximum Revolving Loan Amount, Revolving Loans
and Letter of Credit Obligations as set forth above, (a) Assignee agrees to pay
to Assignor on or prior to the Assignment Effective Date an amount specified by
Assignor in writing on or prior to the Assignment Effective Date which
represents Assignee's Share of the principal amount of Revolving Loans made by
Assignor pursuant to the Loan Agreement and outstanding on the Assignment
Effective Date and purchase a participation in the Letter of Credit Obligations
outstanding on the Assignment Effective Date and (b) Assignor agrees to pay to
Assignee the Fees (if any) specified in Annex I hereto on the date specified in
Annex I hereto.

5. EFFECTIVENESS.

(a) This Assignment and Acceptance shall become effective as of the
date listed on Annex I as the Assignment Effective Date (the "Assignment
Effective Date") upon (i) execution of this Assignment and Acceptance by
Assignor, Assignee, Agent and Borrower (whether the same or different copies),
and (ii) payment by Assignee to Assignor of the amount described in clause (a)
of Section 4 above.

(b) It is agreed that all interest on any Revolving Loan attributable
to Assignee's Share and all Fees attributable to Assignee's Share, which, in
each case, accrues on and after the Assignment Effective Date, shall be paid
directly to Assignee in the manner set forth in Section 3 above.

6. REPRESENTATIONS AND WARRANTIES.

(a) Each of Assignor and Assignee represents and warrants to the
other party as follows:

(1) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Acceptance and to
fulfill its obligations under, and to consummate the transactions
contemplated by, this Assignment and Acceptance;

(2) the making and performance by it of this Assignment
and Acceptance and all documents required to be executed and
delivered by it hereunder do not and

-3-

EX-10.35 92nd Page of 96 TOC 1st Previous Next ↓Bottom Just 92nd
will not violate any law or regulation of the jurisdiction of its
incorporation or any other law or regulation applicable to it;

(3) this Assignment and Acceptance has been duly executed and
delivered by it and constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms; and

(4) all approvals, authorizations, or other actions by, or filing
with, any governmental authority necessary for the validity or
enforceability of its obligations under this Assignment and Acceptance have
been obtained.

(b) Assignor represents and warrants to Assignee that Assignee's
Share of Assignor's Maximum Revolving Loan Amount, Revolving Loans and Letter of
Credit Obligations being assigned hereunder are subject to no liens or security
interests created by Assignor.

7. MISCELLANEOUS.

(a) Assignor shall not be responsible to Assignee for the execution
(by any party other than Assignor), effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of the Loan Agreement, the other
Security Documents or any of the agreements, documents or instruments now or
hereafter executed and/or delivered in connection therewith (collectively, the
"Loan Documents") or for any representations, warranties, recitals or statements
now or hereafter made therein or in any written or oral statement or in any
financial or other statements, instruments, reports, certificates or any other
documents made or furnished or made available by Assignor to Assignee or by or
on behalf of Borrower or any other person obligated under the Loan Documents
(collectively, the "Credit Parties") to Assignor or Assignee in connection with
the Loan Documents and the transactions contemplated thereby. Assignor shall
not be required to ascertain or inquire as to the performance or observance of
any of the terms, conditions, provisions, covenants or agreements contained in
any of the Loan Documents or as to the use of the proceeds of the Revolving
Loans and Letter of Credit Obligations or as to the existence or possible
existence of any default (matured or unmatured) under the Loan Documents.

(b) Assignee represents and warrants that it has made its own
independent investigation of the financial condition and affairs of the Credit
Parties in connection with the making of the Revolving Loans and Letter of
Credit Obligations and the assignment of Assignee's Share of Assignor's Maximum
Revolving Loan Amount, Revolving Loans and Letter of Credit Obligations to
Assignee hereunder and has made and shall continue to make its own appraisal of
the creditworthiness of the Credit Parties. Assignor shall have no duty or
responsibility either initially or on a continuing basis to make any such
investigation or any such appraisal on behalf of Assignee or to provide Assignee
with any credit or other information with respect thereto, whether coming into
its possession before the making of the Revolving Loans and Letter of Credit
Obligations or at any time or times thereafter and shall further have no
responsibility with respect to the accuracy of, or the completeness of, any
information provided to Assignee, whether by Assignor or by or on behalf of any
Credit Party.

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EX-10.35 93rd Page of 96 TOC 1st Previous Next ↓Bottom Just 93rd
(c) Assignee (x) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Agreement are
required to be performed by it as a Lender and (y) represents that it is either
(i) a corporation organized under the laws of the United States or a state
thereof or (ii) it is entitled to complete exemption from United States
withholding tax imposed on or with respect to any payments to be made to it
pursuant to the Loan Agreement.

(d) ANY DISPUTE BETWEEN AGENT, ASSIGNOR AND ASSIGNEE ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE AND WHETHER
ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE
WITH THE INTERNAL LAWS AND NOT THE CONFLICTS OF LAW PROVISIONS OF THE STATE OF
ILLINOIS.

(e) The terms or provisions of this Assignment and Acceptance may be
changed, waived, discharged or terminated solely pursuant to an instrument in
writing signed by the parties to this Assignment and Acceptance.

(f) This Assignment and Acceptance may be executed in one or more
counterparts, each of which shall be an original but all of which, taken
together, shall constitute one and the same instrument.

(g) Assignor may at any time or from time to time grant to others
assignments or participations in its Maximum Revolving Loan Amount, Revolving
Loans and Letter of Credit Obligations in accordance with the terms of the Loan
Agreement, but not in the portions thereof assigned to Assignee pursuant to this
Assignment and Acceptance.

(h) All payments hereunder or in connection herewith shall, unless
otherwise specified in Annex I hereto, be made in Dollars and in immediately
available funds, if payable to Assignor, to the account of Assignor at its
office as designated in Annex I hereto, and if payable to Assignee, to the
account of Assignee, as designated in Annex I hereto. The address of Assignee
for notice purposes under the Loan Agreement shall be as set forth below its
signature on the signature pages hereof.

(i) This Assignment and Acceptance shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
Neither of the parties hereto may assign or transfer any of its rights or
obligations under this Assignment and Acceptance without the prior consent of
the other party. The preceding sentence shall not limit the right of Assignee
to assign all or part of Assignee's Share of Assignor's Maximum Revolving Loan
Amount and any outstanding Revolving Loans and Letter of Credit Obligations
assigned under this Assignment and Acceptance in the manner contemplated by the
Loan Agreement.

(j) All representations and warranties made herein and
indemnities provided for herein shall survive the consummation of
the transactions contemplated hereby.

-5-

EX-10.35 94th Page of 96 TOC 1st Previous Next ↓Bottom Just 94th
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
and Acceptance as the date first above written.

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

By
-----------------------------------------

Its
-----------------------------------------

Notice Address:
----------------------------

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

By
-----------------------------------------

Its
-----------------------------------------

Notice Address:
----------------------------

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

Acknowledged as of _____________, 199_

BANK OF AMERICA ILLINOIS, as Agent

By
-----------------------------------

Its
-----------------------------------

DECRANE AIRCRAFT HOLDINGS, INC.

By
-----------------------------------

Its
-----------------------------------

-6-

EX-10.35 95th Page of 96 TOC 1st Previous Next ↓Bottom Just 95th
ANNEX I
TO
ASSIGNMENT AND ACCEPTANCE

1.BORROWER: DeCrane Aircraft Holdings, Inc. ("DeCrane")

2.DATE OF LOAN AGREEMENT: ___________, 1997

3.ASSIGNOR: __________________________

4.ASSIGNEE: __________________________

5.DATE OF ASSIGNMENT AND ACCEPTANCE: _______________

6.ASSIGNMENT EFFECTIVE DATE: _______________

7.ASSIGNEE'S SHARE:____% of Assignor's Maximum Revolving Loan Amount

8.AMOUNTS:

a. Assignor's Maximum Revolving Loan Amount $___________________

b. Assignee's Share of Assignor's Maximum
Revolving Loan Amount (%) _____________%

c. Assignee's Maximum Revolving Loan Amount $___________________

d. Revolving Loans made by Assignor to
DeCrane outstanding as of Assignment
Effective Date $___________________

e. Amount of outstanding Revolving Loans
to DeCrane assigned to Assignee $___________________

f. Letter of Credit Obligations in which
Assignor has a participation as of the
Assignment Effective Date $___________________

g. Amount of Letter of Credit Obligations
assigned to Assignor $___________________

10.INTEREST RATES:

11.FEES:

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12.PAYMENT INSTRUCTIONS:
Assignor:________________________

________________________

Attn:____________________

Assignee:________________________

________________________

Attn:____________________

Accepted and Agreed:

_________________________ _________________________

By_______________________ By_______________________

Its______________________ Its______________________

BANK OF AMERICA ILLINOIS, as Agent

By_______________________

Its______________________

DECRANE AIRCRAFT HOLDINGS, INC.

By_______________________

Its______________________

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

	3/31/01	53		10-Q, 10-Q/A
	3/31/99	53		10-Q
	6/30/97	7	53	10-Q
Filed on:	4/14/97			8-A12G/A
	4/1/97	16	26
	3/31/97	42		10-Q
	3/21/97	26
	1/17/97	19		S-1
	12/31/96	18	81
	12/4/96	10
	10/25/96	13
	7/30/96	13
	12/31/95	37
				List all Filings

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Filing Submission 0000912057-97-012901 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Decrane Aircraft Holdings Inc – IPO: ‘S-1/A’ on 4/14/97 – EX-10.35

As of: Monday, 4/14/97 · Accession #: 912057-97-12901 · File #: 333-19939

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Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-10.35 — EX-10.35 Form of Loan and SEC. Agrmt. Among DecranExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

EX-10.35 — EX-10.35 Form of Loan and SEC. Agrmt. Among Decran
Exhibit Table of Contents